Jean-Pierre Garnier
Director at CARR
Board
About Jean-Pierre Garnier
Jean‑Pierre Garnier, Ph.D. (age 77), is an independent director of Carrier Global Corporation, serving since 2020; he is a former CEO of GlaxoSmithKline plc and currently an Operating Partner at Advent International, bringing deep global pharma and leadership experience to Carrier’s board . He serves on the Compensation Committee and the Technology & Innovation Committee; the Board made an exception to its customary age‑75 retirement guideline to renominate him in 2025, citing his founding role on Carrier’s Board and unique continuity from prior UTC board service .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Advent International | Operating Partner | Since 2011 | Private equity operator experience; international growth expertise . |
| Pierre Fabre S.A. | Chief Executive Officer | 2008–2010 | Led pharma operations; European market experience . |
| GlaxoSmithKline plc | Chief Executive Officer & Executive Board Member | 2000–2008 | CEO of global pharma; transformation leadership . |
| SmithKline Beecham plc | CEO; COO & Executive Board Member | 1996–2000 | Senior operating leadership prior to GSK merger . |
| United Technologies Corporation (UTC) | Director | 1997–2020 | Continuity to Carrier (spinoff from UTC) . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| BioAge Labs, Inc. | Chair | Since 2024 | Private company; biotech focus . |
| Cellectis S.A. | Non‑Executive Chairman | Since 2020 | Public company; France; governance leadership . |
| Carmat | Non‑Executive Chairman (Former) | 2018–2022 | Prior public company chair role . |
| Idorsia Pharmaceuticals Ltd. | Non‑Executive Chairman (Former) | 2017–2020 | Prior public company chair role . |
| Radius Health, Inc. | Director (Former) | 2015–2022 | Prior U.S. public board . |
| Renault S.A. | Director (Former) | 2009–2016 | Large-cap industrial; Europe . |
| Alzheon, Inc. | Director (Former) | 2015–2018 | Private company . |
| Actelion Ltd. | Non‑Executive Chairman (Former) | 2011–2017 | Prior public company chair role . |
Board Governance
- Committee assignments: Compensation Committee (member) and Technology & Innovation Committee (member) .
- Independence: The Board determined Garnier is independent under NYSE standards and Carrier’s policy; all committee memberships meet heightened independence requirements .
- Attendance: In 2024, directors collectively attended 98% of Board meetings and 97% of committee meetings; each director attended more than 83% of the meetings of the Board and committees on which they served .
- Board activity: The Board met 6 times in 2024 (with executive sessions each time); Audit met 8 times; Compensation met 5; Governance met 3; Technology & Innovation met 3 .
Fixed Compensation
| Component | Amount ($) | Notes |
|---|---|---|
| 2024 Fees Earned or Paid in Cash | 124,000 | Base cash portion of retainer; directors may elect DSUs in lieu of cash . |
| 2024 Stock Awards (DSUs, grant‑date fair value) | 186,000 | DSUs are 100% vested at grant; settle post‑service; dividend equivalents accrue . |
| 2024 All Other Compensation | 972 | Incidental benefits per proxy footnotes . |
| 2024 Total | 310,972 | Consistent with standard non‑employee director retainer mix . |
Director pay structure (Board cycle Apr 18, 2024 – Apr 9, 2025):
- Base annual retainer for non‑employee directors: $124,000 cash + $186,000 in DSUs = $310,000 total .
- Committee/leadership fees: Audit Chair $25,000; Audit Member $15,000; Compensation Chair $20,000; Governance Chair $20,000; Technology & Innovation Chair $20,000; Lead Independent Director $35,000 (all paid 40% cash / 60% DSUs) .
- Meeting fees: No additional fees for regular meetings; $5,000 cash for special meetings attended in person (none in FY2024) .
Performance Compensation
- Carrier does not use performance‑based metrics for director compensation; non‑employee director pay is retainer‑based (cash and DSUs), with DSUs vesting at grant and settling after service ends; no options or PSU metrics apply to directors .
Other Directorships & Interlocks
| Company | Role | Committees/Notes | Potential Interlock with CARR |
|---|---|---|---|
| Cellectis S.A. (public) | Non‑Executive Chairman | Governance oversight; biotech sector . | None disclosed with Carrier . |
| BioAge Labs, Inc. (private) | Chair | Private biotech; not disclosed as public . | None disclosed with Carrier . |
| Prior public boards (Carmat, Idorsia, Radius Health, Renault, Actelion) | Chair/Director | Historical roles; governance experience . | No current related‑party dealings disclosed . |
- Oversight of outside commitments: In June 2024, Carrier strengthened policies to annually review director outside time commitments and limited director public boards to four, with Governance Committee oversight .
Expertise & Qualifications
- CEO/COO experience at GSK and SmithKline Beecham; led large‑scale transformations and international operations .
- Private equity operator (Advent International) adding deal and portfolio optimization expertise .
- Honors and service: Knight Commander of the Order of the British Empire; Officier de la Légion d’Honneur; advisory/service roles including Max Planck Institute Board (2013–2019) .
Equity Ownership
| Metric | Value |
|---|---|
| DSUs convertible to shares within 60 days | 131,318 |
| Total shares beneficially owned | 149,428 |
| Ownership as % of outstanding shares | <1% (denoted “*” in proxy) |
- Stock ownership requirements: Non‑employee directors must maintain ownership equal to 5x annual cash retainer; the proxy states directors meet or are on track within five years; hedging, short sales, and pledging of Carrier securities are prohibited .
Governance Assessment
- Strengths: Independent status; active committee service (Compensation; Technology & Innovation); robust attendance; meaningful DSU ownership aligning interests; adherence to strong governance framework (no hedging/pledging; DSU settlement post‑service) .
- Shareholder engagement: As a Compensation Committee member, Garnier co‑signed the 2025 CD&A message explaining off‑cycle, performance‑conditioned supplemental equity awards for CEO/CFO, with detailed EPS CAGR hurdles; context matters for investor confidence after 2024 say‑on‑pay support of ~58% .
- RED FLAGS / Watch items:
- Age‑limit exception: The Board overrode its age‑75 retirement guideline specifically for Garnier based on continuity and experience; useful continuity but a governance watchpoint for refreshment .
- Compensation Committee oversight optics: The 2024 say‑on‑pay dip (58%) indicates investor scrutiny of supplemental awards; while metrics were disclosed and distinct from annual LTI, continued monitoring of investor feedback and outcomes is warranted .
- Related‑party/Conflicts: Proxy discloses Viessmann‑related agreements as a Board‑approved related party due to Max Viessmann; no Garnier‑specific related‑party transactions or family relationships are disclosed; transactions with >5% holders (e.g., BlackRock) limited to ordinary‑course services with amounts disclosed .