Susan Story
Director at CARR
Board
About Susan N. Story
Independent director of Carrier Global Corporation (CARR), age 65, serving since 2023. Former CEO of American Water Works and senior executive at Southern Company; designated an “audit committee financial expert” by CARR’s Board. Current CARR committee assignments: Audit and Compensation. Attendance across CARR’s Board and committees in 2024 was robust (98% Board; 97% committees), with executive sessions at all six Board meetings.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| American Water Works Company, Inc. | President & Chief Executive Officer | 2014–2020 | — |
| American Water Works Company, Inc. | SVP & Chief Financial Officer | 2013–2014 | — |
| Southern Company Services, Inc.; Southern Company | CEO, Southern Company Services & EVP, Southern Company | 2011–2013 | — |
| Gulf Power Company (Southern Company subsidiary) | President & Chief Executive Officer | 2003–2010 | — |
| Southern Company | EVP, Engineering & Construction | 2001–2003 | — |
| Southern Power Company | Senior Vice President | 2001–2003 | — |
External Roles
| Organization | Role | Tenure | Committees/Focus |
|---|---|---|---|
| Dominion Energy, Inc. | Independent Lead Director | Since 2017 | Safety, technology, nuclear and operations; compensation & talent development |
| Newmont Corporation | Director | Since 2020 | Compensation & talent development |
| Raymond James Financial, Inc. | Former Director; former Lead Independent Director | 2008–2023 | — |
| American Water Works Company, Inc. | Former Director | 2014–2020 | — |
Board Governance
- Independence: Board determined Ms. Story (and eight of ten nominees) are independent under NYSE and CARR policy; only the CEO (Gitlin) and Max Viessmann are non-independent.
- CARR Committees: Audit (members: Holley, Miles, Story, Wilson; eight meetings in 2024); Compensation (members: Todman [Chair], Garnier, Greisch, Story; five meetings). Ms. Story is officially designated an “audit committee financial expert.”
- Board activity and engagement: Six stated Board meetings in 2024; 98% Board attendance and 97% committee attendance; executive sessions at all six meetings; directors encouraged to attend annual meeting.
- Governance enhancements: In June 2024, Board strengthened oversight of outside commitments (annual review; recommendation on changes; limit of four public boards including CARR).
- Ownership and trading: Rigorous director stock ownership requirements; directors must hold company-granted equity until retirement; hedging, short sales, and pledging of CARR securities are prohibited.
- Lead Independent Director role (Greisch) with defined responsibilities including CEO performance evaluation and succession planning oversight.
Fixed Compensation
| Component | Cash ($) | Equity/DSUs ($) | Total ($) |
|---|---|---|---|
| Non-Employee Director Annual Retainer (2024–2025 Board Cycle) | 124,000 | 186,000 | 310,000 |
| Audit Committee Member Increment | 6,000 | 9,000 | 15,000 |
| Compensation Committee Member Increment | — | — | — (no member fee disclosed) |
| Director Compensation Paid—2024 (Susan N. Story) | — | 325,000 | 329,263 total (incl. $4,263 other comp) |
Notes:
- DSUs vest at grant but settle only after board service ends; dividends accrue as additional DSUs; directors may elect to receive cash retainer in DSUs (Story elected DSUs, hence “—” cash in 2024).
- Special meeting attendance fee: $5,000 in cash per special meeting attended in person; none in FY2024.
- Max annual non-employee director compensation under LTIP: $1.5 million.
- “All other compensation” for Story in 2024 included spousal travel for a December Board meeting ($4,263).
Performance Compensation
CARR directors do not receive performance-linked pay; however, as a Compensation Committee member Ms. Story oversees executive incentive plan metrics and outcomes.
| Executive Incentive Metric | Definition | Weight | 2024 Outcome (Company Performance Factor) |
|---|---|---|---|
| Sales | GAAP Sales, adjusted for FX, M&A/divestitures | 1/3 | 77.0% factor contribution |
| Adjusted Operating Profit | Operating profit excluding specified items, adjusted | 1/3 | 91.0% factor contribution |
| Free Cash Flow (FCF) | Net cash from operations less capex; adjusted | 1/3 | 168.0% factor contribution |
| Final Company Performance Factor | Committee applied negative discretion from 112% to 90% based on holistic assessment | — | 90.0% |
Long-Term Incentives (executive program governed by the Committee):
- SARs: 50% (three-year cliff vest; 10-year term).
- PSUs: EPS CAGR 25%; Relative TSR 25% (three-year performance period, cliff vest). CEO/CFO 2024 annual LTI weighting: 40% SARs / 60% PSUs solely based on Relative TSR.
Other Directorships & Interlocks
| Company | Overlap with CARR peers/suppliers/customers | Potential Interlock Risk |
|---|---|---|
| Dominion Energy, Inc. | None disclosed in CARR proxy | No related-party exposure disclosed; independence affirmed by CARR Board. |
| Newmont Corporation | None disclosed in CARR proxy | No related-party exposure disclosed; independence affirmed by CARR Board. |
Expertise & Qualifications
- Audit committee financial expert; accounting and financial management expertise per SEC/NYSE definitions.
- Extensive senior leadership in large regulated utilities (American Water; Southern Company units), relevant to risk oversight, capital allocation, and operations.
Equity Ownership
| Metric | Value |
|---|---|
| DSUs convertible to shares within 60 days (post-separation) | 17,189 |
| Total shares beneficially owned | 17,189 |
| Ownership as % of shares outstanding | <1% (“*”) |
| Director stock ownership guideline | 5× annual cash retainer (directors) |
| Compliance status | Directors exceed or are on track within five years |
| Trading restrictions | Hedging, short sales, and pledging prohibited; directors must hold company-granted equity until retirement |
Compensation Committee Analysis
- Membership: Michael A. Todman (Chair), Jean‑Pierre Garnier, John J. Greisch, Susan N. Story.
- Independent consultant: Pearl Meyer, reporting to the Committee; independence affirmed; no other services performed for CARR.
- 2024 say‑on‑pay result: 58% support; Board conducted targeted shareholder engagement (led by Lead Independent Director and Compensation Committee Chair), added transparency on supplemental awards and metric rigor in 2025 proxy.
Governance Assessment
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Strengths:
- Independent director with audit financial expert credentials; serves on Audit and Compensation—critical committees for investor protection.
- High overall Board/committee attendance; regular executive sessions; enhanced oversight of director time commitments (limit of four public boards).
- Strong ownership alignment signals: Story elected DSUs over cash in 2024 and meets/enforces rigorous ownership policies; hedging/pledging prohibited.
-
Watch items and RED FLAGS:
- RED FLAG: 2024 say‑on‑pay at 58% indicates investor concern over executive pay decisions; Story’s role on the Compensation Committee puts scrutiny on responsiveness and future program design. The Board/Committee engaged and disclosed enhanced rationale and rigorous targets; continued monitoring warranted.
- Combined CEO/Chair structure persists; mitigated by robust Lead Independent Director responsibilities and active self‑evaluation/succession oversight.
- Minor perquisites (spousal travel) appear immaterial but should remain limited to avoid optics issues.
Overall, Susan Story’s profile reflects strong financial oversight capabilities, relevant operating experience, and ownership alignment. The key governance focal point for investors is the Compensation Committee’s responsiveness to say‑on‑pay feedback and continued rigor in incentive design and discretion.