Gaurang Pandya
President, HVAC Americas and CHVAC EMEA at CARR
Executive
About Gaurang Pandya
Gaurang Pandya is President, HVAC Americas and Commercial HVAC EMEA at Carrier; he was appointed to this role in 2024 and has 25 years of experience with Carrier across finance and general management leading regional and global businesses. He is 48 years old as of February 11, 2025 . At Investor Day 2025, he described Climate Solutions Americas at ~$10.5B revenue with ~22% operating margins and balanced residential/commercial mix, with high-single-digit growth and double-digit aftermarket growth since spin . Company context: Carrier’s total shareholder return since the 2020 separation was ~330%, outperforming benchmarks, and adjusted EPS rose to $2.90 in 2024 .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Carrier Global | President, Commercial HVAC | Not disclosed | Led global commercial HVAC operations |
| Carrier Global | President, Global Equipment, HVAC | Not disclosed | Led global HVAC equipment portfolio |
| Carrier Global | Various finance and general management roles | Not disclosed | Leadership across regional and global businesses |
External Roles
Not disclosed in Carrier’s filings for Pandya .
Fixed Compensation
| Component | 2024 | Notes |
|---|---|---|
| Base Salary | $700,000 | No April 1, 2024 increase; prior change Oct 15, 2023 |
| Target Bonus % | 90% of base | NEO annual bonus target policy |
| Target Bonus $ | $630,000 | Calculated from base × target % |
| Final 2024 Bonus Payout | $652,050 | Company factor 90%, Individual factor 115%, total factor 103.5% |
| All Other Compensation | $125,783 | Breakdown below |
All Other Compensation – 2024 detail:
- Company contributions to 401(k): $29,670
- Company contributions to nonqualified retirement plans (SRP/CACEP): $50,989
- Financial planning: $12,625
- Tax preparation: $4,183
- Health benefits: $28,067
- Miscellaneous: $249
Performance Compensation
Annual Bonus Plan – 2024 metrics, weighting, achievement, payout:
| Metric | Weight | Achievement vs target | Payout contribution |
|---|---|---|---|
| Sales (adjusted for FX/M&A) | 1/3 | 77.0% | 25.7% |
| Adjusted Operating Profit | 1/3 | 91.0% | 30.3% |
| Free Cash Flow | 1/3 | 168.0% | 56.0% |
| Company Performance Factor (calculated) | — | — | 112.0% |
| Negative discretion applied | — | — | (22.0)% → Final 90.0% |
| Individual Performance Factor (Pandya) | — | — | 115.0% |
| Final payout factor (Pandya) | — | — | 103.5% |
Long-Term Incentives (2024 annual awards):
| Instrument | Metric | Weight | Grant details | Vesting |
|---|---|---|---|---|
| PSUs | EPS CAGR and Relative TSR (subset of S&P 500 Industrials) | 50% each (for NEOs) | Granted Jan 30, 2024; target 19,365 shares (threshold 2,421; max 38,730); grant-date fair value $1,113,197 | 3-year performance period; cliff vest at 3 years (subject to continued service) |
| SARs | Stock price appreciation | — | 74,880 SARs at $56.33 strike (grant date Jan 30, 2024); grant-date fair value $1,090,253 | 3-year cliff vest; 10-year life |
Track record (recently vested cycle):
- 2022 PSUs (3-year period ended Dec 31, 2024) vested at 159.7% based on EPS CAGR 200% payout and Relative TSR 119.35% payout (capped if absolute TSR negative; not applicable) .
Equity Ownership & Alignment
Beneficial ownership (as of Feb 13, 2025):
| Item | Amount |
|---|---|
| SARs exercisable within 60 days | 29,727 |
| DSUs convertible within 60 days | — |
| Total shares beneficially owned | 35,717; <1% of outstanding |
| Shares outstanding reference | 863,987,572 |
Outstanding equity (Dec 31, 2024):
- Unvested PSUs at target: 19,365 (market value determined at $68.26 for presentation in table) .
- Unvested RSUs (retention awards granted before NEO status): 61,131 ($4,172,802), 49,712 ($3,393,341), 19,063 ($1,301,240); generally vest on third anniversary of grant .
- Unexercised/unvested SARs include 31,790 (2023 grant), 23,695 (2022 grant), 23,425 (2021 grant), 24,053 (2020 grant), among others with standard terms .
Ownership guidelines and restrictions:
- Stock ownership requirement: 4× base salary for President, HVAC Americas & CHVAC EMEA; NEOs must comply within five years; Carrier states directors and NEOs exceed or are on track .
- Hedging, short sales, and pledging of Carrier securities are prohibited .
Recent realizations (2024):
- SARs exercised: 107,600 shares; value realized $3,806,022 .
- Stock vested (PSUs/RSUs): 11,222 shares; value realized $637,185 .
Employment Terms
Severance and change-in-control:
- Senior Executive Severance Plan: 1.5× base salary lump sum (CEO 2×); prorated current-year bonus; up to 12 months healthcare and outplacement; requires release and post-termination covenants including 2-year noncompete and nonsolicit .
- Change-in-Control Severance Plan (double trigger): 2× (base + target bonus) lump sum (CEO 3×); prorated target bonus; up to 12 months healthcare, outplacement, financial planning; excise-tax “better net after-tax” cutback if applicable; 1-year noncompete, 2-year nonsolicit .
Clawbacks and restrictive covenants:
- Standalone clawback policy for Section 16 officers (restatement-driven recovery, 3-year lookback), plus LTI and Annual Bonus plan clawbacks for misconduct, covenant breaches (confidentiality, noncompete, nonsolicit, nondisparagement) .
Potential payments (as of Dec 31, 2024):
| Scenario | Cash payment | Benefits/other | Equity acceleration | Total |
|---|---|---|---|---|
| Involuntary termination (not for cause) | $1,681,726 | $68,482 | $927,297 | $2,677,505 |
| Death or disability | $630,000 | — | $13,191,424 (accelerated) | $13,821,424 |
| Termination following change in control (double trigger) | $3,290,000 | $68,482 | $13,891,558 | $17,250,040 |
Investment Implications
- Pay-for-performance alignment: High share of at-risk pay via PSUs (EPS CAGR and Relative TSR) and SARs; bonus metrics tied to growth, margins, and FCF; clawbacks and strict anti-hedging/pledging strengthen alignment .
- Vesting and supply dynamics: Significant RSU retention awards from 2022–2023 vest on 3-year anniversaries (2025–2026), and 2024 PSUs/SARs cliff-vest in 2027, creating scheduled equity settlement windows that can influence insider selling pressure .
- Ownership and retention: Beneficial ownership is de minimis versus shares outstanding, but strict 4× salary ownership guideline and broad clawback/noncompete scope mitigate misalignment and retention risk; realized 2024 exercises show monetization but continued sizable unvested holdings .
- Change-in-control economics: Double-trigger acceleration and 2× cash multiple produce substantial payouts; monitor event-driven scenarios and proxy votes as potential trading signals .
- Execution track record: Americas segment narrative highlights sustained growth, margin strength (~22%), and aftermarket expansion; supportive of incentive attainment and positive operational signal under Pandya’s leadership . Company-level TSR and adjusted EPS trends since spin further corroborate value creation context .