Virginia Wilson
CARRIER GLOBALAbout Virginia M. Wilson
Virginia M. Wilson (age 70) is an independent director of Carrier Global Corporation, serving since 2020. She is a former Senior Executive Vice President & Chief Financial Officer at TIAA and previously held senior finance and accounting leadership roles at Wyndham Worldwide, Cendant, MetLife, and Transamerica; she began her career as an audit partner at Deloitte. At Carrier, she chairs the Governance Committee and serves on the Audit Committee; the Board determined she is an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Teachers Insurance and Annuity Association of America (TIAA) | Senior Executive Vice President & Chief Financial Officer | 2010–2019 | Led finance and capital markets functions; CFO credentials underpin “audit committee financial expert” status |
| Wyndham Worldwide | Executive Vice President & Chief Financial Officer | 2006–2009 | Corporate finance and reporting leadership |
| Cendant Corporation | Executive Vice President & Chief Accounting Officer | 2003–2006 | Accounting policy and control oversight |
| MetLife, Inc. | Senior Vice President & Controller | 1999–2003 | Financial reporting and control |
| Transamerica Life Insurance Companies | SVP & Controller; other finance roles | 1995–1999 | Division finance leadership |
| Deloitte & Touche LLP | Audit Partner | — | Public company audit and controls expertise |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Charles River Laboratories International, Inc. | Director | Since 2019 | Audit (Chair), Governance, Compensation; audit leadership and governance oversight |
| Conduent, Inc. | Director (former) | 2017–2020 | — |
Board Governance
- Committee assignments: Governance (Chair), Audit (Member). Governance Committee met 3 times in 2024; Audit Committee met 8 times. The Board determined Wilson meets heightened independence standards and is an “audit committee financial expert.”
- Independence: The Board determined all nominees other than the CEO (Gitlin) and Max Viessmann are independent; Wilson is independent under NYSE standards and Carrier’s Director Independence Policy.
- Attendance and engagement: The Board met six times in 2024; directors attended 98% of Board meetings and 97% of committee meetings, and each director attended more than 83% of meetings. The Board held executive sessions at all six meetings.
- Self-evaluation leadership: Wilson, as Governance Chair, co-led the 2024 Board and director self-evaluation process with the Lead Independent Director, meeting individually with each director and presenting feedback to the Board.
- Governance enhancements overseen by Governance Committee (chaired by Wilson): strengthened oversight of director outside commitments (annual review; recommendation on continued service after material changes; limit of four public boards); updates to bylaws improving written consent and special meeting procedures; enhanced political activity disclosures.
Fixed Compensation
| Component (2024) | Amount ($) | Notes |
|---|---|---|
| Cash fees | 138,000 | Base cash retainer $124,000 plus Audit Committee member cash $6,000 and Governance Chair cash $8,000 per Board cycle schedule |
| Stock awards (DSUs) | 207,000 | Base DSUs $186,000 plus Audit Committee member DSUs $9,000 and Governance Chair DSUs $12,000; DSUs 100% vested at grant, settled after board service ends |
| All other compensation | 25,000 | Company matching gift program contribution to eligible nonprofit |
| Total (2024) | 370,000 | — |
Director compensation structure (Board cycle Apr 18, 2024–Apr 9, 2025): base retainer $310,000 (40% cash; 60% DSUs), additional committee chair/member fees paid 40% cash/60% DSUs; no meeting fees for regular meetings; DSUs settle only after board departure.
Performance Compensation
| Element | Metrics | Vesting/Settlement | Notes |
|---|---|---|---|
| Director DSUs | None (no performance metrics) | DSUs are 100% vested at grant; settlement after leaving Board | No options/PSUs/SARs for non-employee directors; dividends credited as additional DSUs |
Other Directorships & Interlocks
| Company | Overlap with CARR Directors/Suppliers/Customers | Potential Interlock Risk |
|---|---|---|
| Charles River Laboratories International, Inc. | No interlocks disclosed with CARR directors on CRL; CRL operates in biopharma services, not identified as a customer/supplier to CARR in proxy | None indicated; Wilson serves as Audit Chair providing strong financial oversight credentials |
Expertise & Qualifications
- Financial oversight: Former CFO at TIAA and Wyndham; senior accounting leadership at Cendant and MetLife; audit partner at Deloitte. The Board designated her an “audit committee financial expert.”
- Governance leadership: Chairs Governance Committee with remit over board composition, director compensation, outside commitments, and corporate governance policies.
- Risk and compliance: Active oversight of ERM allocation among committees; Audit Committee covers financial reporting, compliance program, cybersecurity, internal controls.
Equity Ownership
| Metric | Value |
|---|---|
| DSUs convertible to shares within 60 days (post-departure) | 29,197 |
| SARs exercisable within 60 days | 0 |
| Total shares beneficially owned | 29,197; less than 1% of outstanding shares |
| Director ownership guideline | 5x annual cash retainer; applies to non-employee directors |
| Compliance status | Company reports all directors/NEOs exceed or are on track within the five-year period |
| Hedging/pledging | Prohibited (directors required to hold company-granted equity until retirement) |
Governance Assessment
- Strengths: Independent director with deep CFO and audit background; Board-designated audit financial expert; chairs Governance Committee and co-led comprehensive 2024 Board self-evaluation; committee activity and Board attendance robust (98% Board; 97% committees). Governance enhancements on outside commitments, bylaws, and political activity transparency strengthen board effectiveness and investor rights.
- Alignment: Director pay is modest and equity-heavy via DSUs, with settlement deferred until post-service; stringent ownership guidelines (5x cash retainer) and prohibitions on hedging/pledging support alignment.
- Risks/Red flags: No related-party transactions or pledging disclosed for Wilson; independence affirmed. Broader governance signal: 2024 say‑on‑pay support was 58% (below historical 94%), indicating investor concerns about supplemental executive awards—Board responded with expanded disclosures and outreach led by Lead Independent Director and Compensation Chair; Wilson’s governance chair role suggests involvement in addressing investor expectations and policy updates.
Overall, Wilson’s audit expertise and governance leadership are positives for board effectiveness and investor confidence; no conflicts or attendance issues are disclosed, and ownership/compensation structures support alignment.