Michael McNamara
Director at CARR
Board
About Michael M. McNamara
Independent director at Carrier Global Corporation (CARR), age 68, serving since 2020, and Chair of the Technology & Innovation Committee with membership on the Governance Committee . McNamara is Co-Founder & CEO of Samara (since 2022) and formerly CEO of Flex Ltd. (2006–2018), bringing deep global operations, manufacturing, and digital innovation experience relevant to Carrier’s strategic priorities . The Board reported strong engagement in 2024 with 98% Board attendance and 97% committee attendance; independent directors meet heightened independence standards, which McNamara satisfies .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Samara | Co-Founder & Chief Executive Officer | Since 2022 | Digital/innovation operator; housing modular manufacturing (context for T&I oversight) |
| Airbnb (Samara division) | Head | 2020–2022 | Led product/technology incubator within large consumer platform |
| Eclipse Ventures | Venture Partner | 2019–2022 | Exposure to frontier manufacturing/automation tech |
| Flex Ltd. | Chief Executive Officer | 2006–2018 | Scaled global EMS operations; supply chain leadership |
| Flex Ltd. | Various roles incl. Chief Operating Officer | Since 1994 (prior years) | Deep operational rigor; global manufacturing management |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Workday, Inc. | Director | Since 2011 | Audit; Governance |
| Slack Technologies, Inc. | Director (former) | 2019–2021 | Not disclosed |
| Delphi Corporation | Director (former) | 2009–2012 | Not disclosed |
| MEMC Corporation | Director (former) | 2007–2011 | Not disclosed |
| Flex Ltd. | Director (former) | 2005–2018 | Not disclosed |
Board Governance
| Committee | Role | 2024 Meetings | Key Oversight Responsibilities |
|---|---|---|---|
| Technology & Innovation | Chair | 3 | Monitors technology/digital trends; oversees innovation strategy and competitiveness; supports ESG technology risks; interfaces with Audit on cybersecurity as needed |
| Governance | Member | 3 | Board composition/refresh; director compensation; outside commitments; governance policies; EHS/product integrity oversight; political activities |
- Independence: Board determined McNamara is independent under NYSE and Carrier policies; Audit/Comp/Gov committees are composed exclusively of independent directors .
- Attendance & Engagement: Board met six times in 2024; directors attended 98% of Board meetings and 97% of committee meetings; executive sessions held at all six meetings (Lead Independent Director: John J. Greisch) .
- Skills: Innovation/digital/cyber, senior leadership, international operations—aligned to T&I chair role .
Fixed Compensation
| Component (2024) | Amount (USD) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $132,000 | Base cash retainer plus cash portion of committee chair role |
| Stock Awards (DSUs) | $198,000 | DSUs credited at $53.38 per share on 4/18/2024; includes equity portion of chair retainer |
| All Other Compensation | $685 | Incidental benefits (as applicable) |
| Total | $330,685 | Sum of components |
Non-Employee Director Annual Retainer Structure (2024–2025 Board Cycle):
| Role | Cash ($) | Deferred Stock Units ($) | Total ($) |
|---|---|---|---|
| Base Retainer (All Non-Employee Directors) | $124,000 | $186,000 | $310,000 |
| Technology & Innovation Committee Chair (incremental) | $8,000 | $12,000 | $20,000 |
- Pay mix: 40% cash / 60% DSUs; directors may elect to receive cash in DSUs; DSUs fully vested at grant but settle only after Board service ends .
- Meeting fees: No fees for regular meetings; $5,000 cash per special meeting attended in person (none in 2024) .
- Cap: Maximum annual director compensation under 2020 LTIP is $1.5 million .
Performance Compensation
- No performance-based equity or bonus metrics for non-employee directors; awards are DSUs (time-based), fully vested at grant and settled post-service; dividends credited as additional DSUs .
- Anti-risk and governance features: No short sales/pledging/hedging; option repricing prohibited; clawback provisions and double-trigger change-of-control vesting apply within LTIP governance framework (executive program) .
Other Directorships & Interlocks
| Entity | Relationship to Carrier | Interlock Risk/Notes |
|---|---|---|
| Workday, Inc. (current) | Enterprise software provider; not a direct HVAC competitor | No related person transaction disclosed involving McNamara; no supplier/customer interlock identified in proxy |
| Viessmann Generations Group (context) | Carrier acquired Viessmann Climate Solutions; Max Viessmann is a director and related party | Large related-party disclosures pertain to Viessmann; not linked to McNamara |
Expertise & Qualifications
- Former CEO of Flex Ltd., bringing global manufacturing, supply chain, and operational excellence; venture and product development leadership at Samara/Airbnb Samara .
- Public company board experience at Workday with audit and governance committee service (financial oversight and governance competency) .
- Skill alignment to Carrier’s innovation/digital agenda as T&I Committee Chair .
Equity Ownership
| Holder | SARs Exercisable Within 60 Days | DSUs Convertible Within 60 Days | Total Shares Beneficially Owned | Percent of Class |
|---|---|---|---|---|
| Michael M. McNamara | — | 35,507 | 35,507 | * (less than 1%) |
- Ownership Guidelines: Non-employee directors must hold shares equal to 5x annual cash retainer within 5 years; can be met with common stock, DSUs, RSUs (excludes options/SARs/unvested PSUs). Directors not meeting requirements cannot sell company shares until compliant; directors currently comply or are on track .
- Prohibitions: No short sales, pledging, or hedging of Carrier securities .
Governance Assessment
- Strengths: Independence confirmed; chairs Technology & Innovation aligning his digital/manufacturing background with Carrier’s strategic innovation and ESG technology oversight; strong Board/committee attendance; robust ownership alignment via DSUs and 5x retainer guideline; stringent anti-hedging/pledging policy .
- Compensation alignment: Director pay is largely equity (DSUs), settling after service; incremental pay for chair role split into cash/equity is transparent; no discretionary meeting fees in 2024 .
- Conflicts/Related Party: Proxy discloses significant related-party arrangements with Viessmann Generations Group (another board member) but does not identify any related-person transactions for McNamara; Governance Committee oversees conflicts and outside commitments .
- Shareholder sentiment context: 2024 say-on-pay support for NEO compensation fell to ~58% (historical ~94%), prompting enhanced disclosure and engagement—an indicator for Board oversight focus, though not director pay-specific .
- RED FLAGS: None disclosed regarding attendance shortfalls, pledging/hedging, option repricing, or related-party issues involving McNamara .