Michael Todman
Director at CARR
Board
About Michael A. Todman
Michael A. Todman (age 67) is an independent director of Carrier Global Corporation and has served on the Board since 2020. He is the former Vice Chairman of Whirlpool Corporation and currently chairs Carrier’s Compensation Committee and serves on the Technology & Innovation Committee, bringing deep operating, human capital, and global leadership expertise to the Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Whirlpool Corporation | Vice Chairman | 2014–2015 | Senior operating executive; global portfolio and profitability leadership |
| Whirlpool Corporation | President, Whirlpool International | 2006–2007; 2009–2014 | Led international growth; operational execution across geographies |
| Whirlpool Corporation | President, Whirlpool North America | 2007–2009 | North America leadership; sales and marketing oversight |
| Whirlpool Corporation | EVP & President, Whirlpool Europe | 2001–2005 | European region leadership; operations and market development |
| Wang Laboratories | Various roles | N/A | Technology and operations experience |
| Price Waterhouse | Various roles | N/A | Financial and accounting foundation |
External Roles
| Company | Role | Since | Committees/Responsibilities |
|---|---|---|---|
| Mondelez International, Inc. | Director | 2020 | People & Compensation (Chair); Governance |
| Prudential Financial, Inc. | Lead Independent Director | 2016 | Compensation & Human Capital (Chair); Executive (Chair); Finance |
| Brown-Forman Corporation | Lead Independent Director | 2014 | Audit; Governance & Nominating; Executive |
Board Governance
- Committee assignments: Compensation (Chair); Technology & Innovation (Member). Audit, Compensation, and Governance committees are composed exclusively of independent directors .
- Independence: The Board determined all nominees except Messrs. Gitlin and Viessmann are independent under NYSE and Carrier’s policy; Todman is independent .
- Attendance and engagement: In 2024, directors attended 98% of Board meetings and 97% of committee meetings; each director exceeded 83% attendance. The Board met six times and held executive sessions at all six meetings without management. Directors attended the 2024 Annual Meeting (virtual) .
- Committee activity levels in 2024: Audit (8), Compensation (5), Governance (3), Technology & Innovation (3). As Compensation Chair, Todman oversaw pay program design, goal-setting, CEO performance evaluation, and shareholder disclosures .
- Shareholder engagement: The Lead Independent Director and the Compensation Committee Chair led targeted stewardship engagement with top holders following the 2024 say‑on‑pay vote, meeting with shareholders representing ~35% of shares outstanding .
Fixed Compensation
| Component (2024) | Amount (USD) |
|---|---|
| Fees earned or paid in cash | $138,000 |
| Stock awards (DSUs, grant-date fair value) | $207,000 |
| All other compensation | $3,171 |
| Total | $348,171 |
- Director pay structure: Annual base retainer is $310,000, paid 40% cash ($124,000) and 60% DSUs ($186,000). Committee chair retainers include Compensation Chair $20,000 ($8,000 cash; $12,000 DSUs). Directors receive $5,000 for each special meeting attended in person; none occurred in 2024 .
- DSUs vest immediately but settle only after board service ends; dividends on common stock are credited as additional DSUs .
Performance Compensation
- Carrier’s non-employee directors do not receive performance-based equity (e.g., PSUs) or options as part of the standard director compensation program; compensation is a mix of cash and DSUs subject to ownership/holding requirements .
Other Directorships & Interlocks
| Company | Relationship to CARR | Potential Interlock/Conflict |
|---|---|---|
| Mondelez International, Inc. | External board; consumer staples | No Carrier-related transactions disclosed; independence affirmed by Board process |
| Prudential Financial, Inc. | External board; insurance/financial services | No Carrier-related transactions disclosed; independence affirmed by Board process |
| Brown-Forman Corporation | External board; beverages | No Carrier-related transactions disclosed; independence affirmed by Board process |
- Overboarding oversight: In 2024, the Governance Committee formalized annual reviews of director outside commitments and limited public boards to four. Todman’s external public boards (three) plus Carrier (one) are within the new limit .
Expertise & Qualifications
- Global operating leadership across consumer durables; deep experience in international business, operations, sales, and human capital management from Whirlpool senior roles .
- Compensation governance expertise as Carrier Compensation Chair and chair/lead roles at major public companies’ committees, aligning pay structures with performance and shareholder interests .
- Strong governance credentials with lead independent roles, executive session leadership at other boards, and committee oversight across compensation, audit, and governance .
Equity Ownership
| Measure (as of Feb 13, 2025) | Amount |
|---|---|
| DSUs convertible to shares within 60 days (post‑separation from Board) | 29,409 |
| Total shares beneficially owned | 29,409 |
| Ownership as % of outstanding shares | <1% (asterisk denotes less than 1%) |
| Stock ownership requirement | 5x annual cash retainer for non‑employee directors |
| Hedging/pledging policy | Hedging, short sales, and pledging prohibited; directors must hold company-granted equity until retirement |
- Compliance: Carrier states each director and NEO currently exceed their respective ownership requirements or are on track within five years .
Governance Assessment
- Strengths: Independent status; chairs Compensation Committee; high Board/committee attendance environment; rigorous director ownership and anti‑hedging/pledging policies; formal oversight of director time commitments; proactive shareholder engagement led by Compensation Chair after 2024 say‑on‑pay .
- Signals for investors: 2024 say‑on‑pay support declined to ~58%, prompting expanded disclosures and direct outreach; Compensation Committee reaffirmed performance‑based design and clarified supplemental awards rationale and metrics, indicating responsiveness to shareholder feedback .
- Potential risk indicators: Multiple external board leadership roles (Lead Independent Director at two companies) elevate time‑commitment risk; mitigated by Carrier’s new four‑board limit and annual reviews of outside commitments. No related‑party transactions or material relationships identified for Todman in independence review .
- Performance context: Since separation, Carrier reports ~330% TSR through Dec 31, 2024, underpinning Board’s pay‑for‑performance posture during Todman’s tenure; the Compensation Committee’s communications emphasize retention and performance alignment for senior management amid transformation .