Patrick Goris
Senior Vice President and Chief Financial Officer at CARR
Executive
About Patrick Goris
Patrick Goris is Carrier’s Senior Vice President & Chief Financial Officer; he was appointed CFO in November 2020 after serving as CFO of Rockwell Automation from 2017 to 2020 . He is 53 years old as of February 11, 2025 . During his tenure, Carrier delivered strong performance: cumulative TSR since the 2020 separation is 330%, net sales grew 19% year-over-year in 2024 with adjusted EPS up 16% and adjusted operating margins +180 bps, supporting pay-for-performance frameworks used in NEO incentives .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Rockwell Automation, Inc. | Senior Vice President & Chief Financial Officer | 2017–2020 | Public-company CFO experience in industrial automation |
| Carrier Global Corporation | Senior Vice President & Chief Financial Officer | 2020–present | CFO of Carrier since Nov 2020 |
Fixed Compensation
Multi-year compensation from the Summary Compensation Table:
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 748,750 | 790,000 | 837,500 |
| Stock Awards ($) | 1,453,401 | 2,747,681 | 4,229,042 |
| Option Awards ($) | 1,468,988 | 2,643,095 | 3,637,525 |
| Non-Equity Incentive Plan ($) | 743,740 | 1,144,000 | 879,750 |
| All Other Compensation ($) | 227,564 | 183,765 | 235,859 |
| Total ($) | 4,642,443 | 7,508,541 | 9,819,676 |
Key 2024 cash compensation parameters:
- Base salary increased to $850,000 effective April 1, 2024 .
- Target annual bonus 100% of base ($850,000); actual 2024 bonus payout $879,750 based on a 90% Company Performance Factor and a 115% Individual Performance Factor .
Performance Compensation
2024 annual LTI program and January 30, 2024 supplemental retention awards for CFO:
| Award | Metric | Weighting | Grant date | Target shares/units | Strike price | Term/Expiration | Performance target(s) | Payout range | Vesting |
|---|---|---|---|---|---|---|---|---|---|
| Annual PSUs | Relative TSR vs subset of S&P 500 Industrials | 60% of annual LTI for CFO | Jan 30, 2024 | 29,980 | — | 3-year performance | Relative TSR; formulaic chart, not disclosed | 0–200% | 3-year cliff vest at end of performance period |
| Annual SARs | Stock price appreciation | 40% of annual LTI for CFO | Jan 30, 2024 | 77,295 | $56.33 | 10-year; expires Jan 29, 2034 | Not applicable | N/A | 3-year cliff vest (100% at 3-year anniversary) |
| Supplemental PSUs | Adjusted EPS CAGR | 50% of supplemental | Jan 30, 2024 | 44,615 | — | Performance period 2024–2026 | Threshold $3.22 (13.5%), Target $3.60 (17.8%), Max $3.95 (21.5%) | 0–200% | Earned PSUs vest ratably in 2027, 2028, 2029 (service-based) |
| Supplemental SARs | Stock price appreciation | 50% of supplemental | Jan 30, 2024 | 172,535 | $56.33 | 10-year; expires Jan 29, 2034 | Not applicable | N/A | 5-year cliff vest on Jan 30, 2029 |
Program design notes:
- CFO’s 2024 annual LTI for PSUs was solely Relative TSR; EPS-CAGR exposure for CFO is only in the supplemental PSUs. Supplemental awards are exclusively at-risk and structured to support retention through 2029, with no retirement vesting; forfeiture on termination other than death/disability and double-trigger vesting on qualifying CIC terminations if awards are replaced .
2024 Annual Bonus metrics and calibration:
| Metric | Weight | Targeting rationale | Final company factor |
|---|---|---|---|
| Sales (FX/M&A adjusted GAAP) | 1/3 | Aligns to organic growth and share gains | Below target; contributes to 90% final factor |
| Adjusted Operating Profit | 1/3 | Core operating earnings efficiency | Below target; contributes to 90% final factor |
| Free Cash Flow (adjusted) | 1/3 | Cash generation for strategic investments | Above target; committee used negative discretion; final factor 90% |
Equity Ownership & Alignment
| Ownership metric | Value |
|---|---|
| Shares beneficially owned | 269,293 shares (includes SARs exercisable within 60 days) |
| SARs exercisable within 60 days | 165,262 |
| DSUs convertible within 60 days | Not applicable (none disclosed) |
| Ownership as % of shares outstanding | Less than 1% (company had 863,987,572 shares outstanding Feb 13, 2025) |
| Unexercisable SARs outstanding (2024 grants) | 77,295; 172,535 |
| Unearned PSUs outstanding (2024 grants) | 29,980; 44,615 |
| Stock ownership guideline | 5x base salary for CFO; all NEOs exceed or are on track within 5 years |
| Hedging/short sales/pledging | Prohibited under company policy |
Deferred compensation balances:
| Plan | Executive contributions (2024) | Company contributions (2024) | Aggregate earnings (2024) | Balance 12/31/2024 |
|---|---|---|---|---|
| Savings Restoration Plan | $98,190 | $58,914 | $101,663 | $587,875 |
| Automatic Contribution Excess Plan | — | $90,008 | $65,032 | $370,788 |
Employment Terms
| Provision | Terms |
|---|---|
| Appointment date | Appointed Carrier CFO effective Nov 16, 2020 |
| Employment agreement | No fixed-term employment agreement; at-will; no single-trigger equity acceleration; no excise tax gross-ups |
| Senior Executive Severance Plan (involuntary, not for cause) | 1.5x base salary lump sum; prorated bonus (actual for corporate/segment goals, target for individual); 12 months healthcare at no premium; 12 months outplacement; 2-year noncompete and nonsolicit covenants; subject to release and confidentiality |
| Change-in-Control Severance Plan (double trigger) | 2x (CFO) base + target bonus lump sum; prorated target bonus; 12 months healthcare at no premium; 12 months outplacement; 12 months financial planning; 1-year noncompete; 2-year nonsolicit; 280G better-net cutback (no gross-up) |
| Potential payments (as of 12/31/2024) | Involuntary (not for cause): Cash $2,127,329; Benefits $67,105; Equity $4,553,792; Total $6,748,226 . Death/Disability: Cash $850,000; Equity $21,954,206; Total $22,804,206 . CIC termination: Cash $4,250,000; Benefits $67,105; Equity $26,653,572; Total $30,970,677 . |
| Clawback | Standalone clawback for Section 16 officers and clawbacks in annual and long-term plans; NYSE-compliant |
| Retirement and vesting | Annual awards: if retirement-eligible, PSUs continue to vest to performance and SARs vest per schedule; otherwise forfeited. Supplemental awards have no retirement vesting and forfeit on voluntary termination |
Performance Compensation – Metric/Payout Table (2024 STI and LTI)
| Program | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Annual Bonus | Sales | 33% | Higher than 2023 actuals | Below target | Contributes to 90% CPF | N/A (cash) |
| Annual Bonus | Adjusted Operating Profit | 33% | Higher than 2023 actuals | Below target | Contributes to 90% CPF | N/A (cash) |
| Annual Bonus | Free Cash Flow | 33% | Slightly below 2023 actual (reflecting M&A fees) | Above target | Committee applied negative discretion to 90% CPF | N/A (cash) |
| Annual PSUs | Relative TSR | 60% of annual LTI | Relative TSR peer subset | In progress | 0–200% of target | 3-year cliff |
| Supplemental PSUs | Adjusted EPS CAGR | 50% of supplemental | Target $3.60 (17.8% CAGR) | In progress (2024–2026) | 0–200% of target | Earned shares vest 2027–2029 |
| Annual/Supplemental SARs | Stock appreciation | 40% annual; 50% supplemental | Strike $56.33 | Market-dependent | N/A | Annual 3-year cliff; Supplemental 5-year cliff; 10-year term |
Compensation Structure Analysis
- Equity-heavy mix and rigorous metrics: CFO’s 2024 total target LTI was $2.8M (SARs $1.12M; PSUs $1.68M) with performance-only instruments (no time-based RSUs to NEOs); supplemental awards added further EPS-CAGR rigor and 5-year cliff vesting to address retention risk .
- 2024 bonus negative discretion: Despite FCF outperformance, the Compensation Committee reduced the Company Performance Factor from 112% to 90% to align payouts with overall operating performance—an indicator of discipline in the STI framework .
- 2024 say-on-pay: Approval dropped to ~58% in 2024, largely due to CEO/CFO supplemental awards; the Board responded with enhanced disclosures and significant investor engagement in 2H24–early 2025 .
Risk Indicators & Red Flags
- Hedging/pledging prohibited; no option/SAR repricing without shareholder approval; minimum vesting and clawback provisions embedded in LTIP .
- Golden parachute treatment uses a better-net cutback (no tax gross-up), reducing shareholder-unfriendly optics .
- Large CIC equity acceleration potential ($26.65M for CFO) implies meaningful exposure to deal-related outcomes and could create optics risk in M&A scenarios .
Equity Ownership & Alignment – Compliance
- CFO guideline is 5x salary; NEOs exceed or are on track within the five-year window; sales are restricted if below guideline until compliant .
- Beneficial ownership for Goris is <1% of outstanding shares; ownership includes significant unvested, performance-contingent equity, aligning incentives to long-term value creation .
Employment Terms
- Severance: 1.5x salary plus prorated bonus; 12 months benefits; restrictive covenants (2-year noncompete/nonsolicit) .
- CIC: Double-trigger vesting; 2x salary+target bonus; 12 months benefits; cutback to avoid 280G excise tax where optimal; replacement awards required where possible .
- Supplemental awards strictly for retention: No retirement vesting; forfeiture absent death/disability; 5-year cliff SARs create potential insider selling constraint through 2029 .
Investment Implications
- Strong alignment and retention: A high proportion of at-risk pay tied to Relative TSR and challenging EPS-CAGR targets, plus five-year cliff SARs, reduce near-term insider selling pressure and anchor retention through 2029 .
- Governance discipline: Negative discretion on STI payouts and clawback provisions temper payout asymmetry, which supports risk management of compensation-based behavior .
- Event risk: The sizable CIC equity acceleration for the CFO indicates meaningful exposure to deal outcomes; investors should monitor strategic activity and potential changes in senior leadership that could trigger accelerated vesting or severance .
- Shareholder sentiment watch: The 2024 say-on-pay dip and subsequent engagement/disclosure suggest the Board is responsive; monitor 2025/2026 votes for sustained acceptance of supplemental awards rationale .