Max Viessmann
About Max Viessmann
Maximillian (Max) Viessmann, age 36, is Chief Executive Officer and a Member of the Executive Board of Viessmann Generations Group GmbH & Co. KG and has served on Carrier’s Board since 2024, bringing expertise in digitalization, sustainability, technology, and the climate/energy industries . He is a non‑independent director due to his leadership and significant beneficial ownership interests in Viessmann Generations Group, from which Carrier acquired the Viessmann Climate Solutions business and with which Carrier has various related agreements (see related‑party note) . He serves on Carrier’s Technology & Innovation Committee, which oversees technology, digital, innovation, and sustainability risks and strategy .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Viessmann Generations Group GmbH & Co. KG | CEO & Executive Board Member | Since 2017 (with the Group since 2015) | Led digitalization and alternative energy scaling; domain expertise supports Carrier’s innovation agenda |
| The Boston Consulting Group | Consultant | 2013–2015 | Strategy and transformation experience |
| Angel Investor (Europe/Asia) | Investor | Since 2011 | Technology/innovation network relevant for Carrier’s T&I oversight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Viessmann Generations Group GmbH & Co. KG (non‑public) | Director (corporate leadership) | Since 2017 | Parent of Viessmann Climate Solutions acquired by Carrier; see related‑party exposure |
| German Cancer Research Center | Chairman, Advisory Council | Not disclosed | Non‑profit governance |
| FGTC | Advisory Board | Not disclosed | Technology/industry advisory |
Board Governance
- Committee assignment: Member, Technology & Innovation Committee (met 3 times in 2024; scope includes technology/digital trends, sustainability initiatives/risks, innovation strategy, and support to Audit/Governance for cybersecurity/ESG oversight) .
- Independence: Non‑independent (affiliation with Viessmann Generations Group and related agreements tied to Carrier’s acquisition) .
- Attendance/engagement: Board met 6 times in 2024; directors collectively attended 98% of Board meetings and 97% of committee meetings; each director attended >83% of meetings .
- Tenure: Director since 2024 (nominated among 10 directors for the 2025 Annual Meeting) .
- Lead Independent Director framework: Robust responsibilities for LID enable independent oversight when Chair/CEO roles are combined .
- Board refreshment: Appointed in 2024 to infuse innovation/sustainability perspective; committee realignments implemented accordingly .
Fixed Compensation
| Role | Cash ($) | Deferred Stock Units ($) | Total ($) |
|---|---|---|---|
| Non‑Employee Director Base Retainer (2024–2025 Board Cycle) | 124,000 | 186,000 | 310,000 |
| Lead Independent Director (additional) | 14,000 | 21,000 | 35,000 |
| Audit Committee Chair (additional) | 10,000 | 15,000 | 25,000 |
| Audit Committee Member (additional) | 6,000 | 9,000 | 15,000 |
| Compensation/Governance/Tech & Innovation Committee Chair (additional each) | 8,000 | 12,000 | 20,000 |
Director DSUs are 100% vested at grant but settle only after board departure; DSUs receive dividend equivalents; new directors joining Oct–next Annual Meeting receive 50% of annual retainer .
| Director | Fees Earned in Cash ($) | Stock Awards ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|
| Max Viessmann | 186,000 | 279,000 | 1,260 | 466,260 |
Notes: Max received 50% of the retainer for the April 2023–April 2024 cycle ($62,000) and the full retainer for April 2024–April 2025 ($124,000) in 2024; DSU grant units were determined at $56.45 (Jan 2, 2024) and $53.38 (Apr 18, 2024) NYSE closing prices .
Performance Compensation
| Metric | Applies to Directors? | Details |
|---|---|---|
| Performance‑based equity (PSUs/SARs) | No | Director pay is cash + DSUs; no performance metrics apply to director compensation |
Other Directorships & Interlocks
| Company | Relationship | Potential Interlock/Exposure |
|---|---|---|
| Viessmann Generations Group GmbH & Co. KG | Max is CEO/Exec Board; significant beneficial owner | Carrier acquired Viessmann Climate Solutions; Carrier has various related agreements with Viessmann entities; independence deemed not met . Viessmann Generations Group filed Schedule 13D indicating shared voting/dispositive power over 58,608,959 Carrier shares with Max’s involvement . |
Expertise & Qualifications
- Deep experience in digitalization, technology, and sustainability within climate and energy solutions; adds innovation perspective aligned with Carrier’s strategic transition to digitally enabled climate/energy solutions .
- Senior leadership and international operations experience; contributes to oversight of technology risk and innovation strategy on the Technology & Innovation Committee .
Equity Ownership
| Holder | SARs Exercisable within 60 Days | DSUs Convertible within 60 Days | Total Shares Beneficially Owned | % of Class |
|---|---|---|---|---|
| Max Viessmann | — | 5,193 | 58,614,152 | 6.78% |
- Principal shareowner group disclosure: Viessmann Generations Group (together with related entities and Max Viessmann) beneficially owns 58,608,959 shares with shared voting/dispositive power (Schedule 13D filed Nov 29, 2024) .
- Form 4: 58,608,959 shares received as part of purchase price in the Viessmann Climate Solutions acquisition; Form 4 filed Jan 2, 2024 .
- Ownership guidelines: Non‑employee directors must hold 5x cash retainer; directors must hold company‑granted equity until retirement; hedging, short sales, and pledging of Carrier securities are prohibited .
- Compliance: The company states each Director and NEO exceeds or is on track to meet ownership requirements within five years .
Governance Assessment
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Strengths:
- Domain expertise in digitalization, sustainability, and technology directly aligns with Carrier’s Technology & Innovation Committee mandate and strategic focus on intelligent climate/energy solutions .
- High overall Board/committee attendance in 2024 (98%/97%), with each director >83%, supports effective oversight cadence and engagement; Board met in executive session at all six Board meetings .
- Strong director ownership framework (5x retainer, equity held until retirement; no hedging/pledging) aligns incentives and mitigates misalignment risk .
-
Risks/RED FLAGS:
- Non‑independence: Max is not independent due to his executive role and beneficial ownership in Viessmann Generations Group and Carrier’s related agreements with Viessmann entities; this is a structural conflict requiring rigorous recusal and oversight .
- Significant influence: Viessmann Generations Group’s 6.78% stake and Max’s shared voting power via Schedule 13D heighten related‑party sensitivity and potential influence over strategic decisions tied to integration/synergies .
- Related‑party transactions: Proxy references “various related agreements” tied to the Viessmann acquisition (discussed later in the Proxy), requiring monitoring of terms, pricing, and governance safeguards to protect minority shareholders .
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Mitigants:
- Governance Committee oversight of conflicts and director independence; presence of robust Lead Independent Director and independent committee structure (Audit, Compensation, Governance) enhance checks and balances .
- Enhanced oversight of director outside commitments (annual review; limit of four public boards), updated bylaws and expanded political disclosure reflect responsiveness to investor expectations and governance best practices .
Overall signal: Max brings valuable strategic and technical expertise but carries elevated conflict risk from Viessmann ties; investor confidence hinges on transparent disclosure, strict recusals on related matters, and sustained independent committee oversight of any ongoing Viessmann‑related agreements and transactions .