Ann Berzin
Trane TechnologiesAbout Ann C. Berzin
Ann C. Berzin, age 73, is an independent director of Trane Technologies (TT) and has served on the Board since 2001. She was Chairman and CEO of Financial Guaranty Insurance Company (FGIC) from 1992 to 2001, bringing deep finance and capital markets expertise. At TT she serves on the Audit and Finance Committees; the Board has determined she is independent, and Audit Committee members (including Berzin) meet SEC “audit committee financial expert” qualifications .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Financial Guaranty Insurance Company (GE Capital subsidiary) | Chairman & CEO | 1992–2001 | Led insurer of municipal bonds and structured finance obligations; extensive experience in complex investment/financial products |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Exelon Corporation | Director (Public company) | Prior 5 years (ended before 2025) | Past five-year public directorship; none current |
| University of Chicago College Advisory Council | Member | Current | Advisory role (non-public board) |
Board Governance
- Committees: Audit (member) and Finance (member) .
- Committee meeting cadence: Audit met 9 times in 2024; Finance met 5 times in 2024 .
- Attendance: All incumbent directors at FY2024 year-end attended ≥75% of Board meetings and ≥75% of their committee meetings in 2024 (exception noted for another director, not Berzin) .
- Independence: Board determined all current directors except the CEO are independent; Berzin is designated “Independent” in the director slate .
- Executive sessions: Independent directors met privately five times in 2024; policy requires at least twice per year .
Fixed Compensation
| Component (2024) | Detail | Amount |
|---|---|---|
| Annual cash retainer | Standard non-employee director cash retainer | $142,500 |
| Audit Committee member retainer | Additional cash for Audit Committee membership | $15,000 |
| Total cash fees | Retainer + committee fees (no meeting fees for Berzin in 2024) | $157,500 |
| Equity retainer (RSUs) | Annual RSU grant, value determined by closing price at grant | $200,032 |
| Total director compensation (cash + equity) | 2024 total | $357,532 |
| Unvested RSUs at 12/31/2024 | Count of outstanding unvested RSUs | 627 |
| Director stock ownership guideline | 5x annual cash retainer; sale restricted until guideline achieved | Policy: 5x cash retainer |
Notes: RSU grant sizing is based on dividing $200,000 grant-date value by the closing price on the date of grant; directors immediately vest in unvested RSUs upon retirement/resignation .
Performance Compensation
- Trane’s director program comprises cash retainers and time-based RSUs; no performance-conditioned director equity awards are disclosed .
- RSU features: grant sized by grant-date closing price; immediate vesting upon separation; no performance metrics tied to director RSU vesting are described .
| Performance Metric (Directors) | Weighting | Payout Curve | Notes |
|---|---|---|---|
| Not applicable (time-based RSUs) | — | — | Director equity is retainer RSUs; no disclosed performance targets for directors |
Other Directorships & Interlocks
- Current public boards: None .
- Prior public boards (past 5 years): Exelon Corporation .
- Potential interlocks: No related-party transactions requiring disclosure in 2024; HRCC interlocks/insider participation: none .
Expertise & Qualifications
- Financial expertise: Audit Committee members (including Berzin) meet SEC “audit committee financial expert” criteria; Board notes her expertise in complex investment and financial products, strengthening TT’s capital markets access .
- Sector insight: Board highlights her understanding of energy sector trends from prior board service, relevant to TT’s opportunities and challenges .
Equity Ownership
| Holder | Ordinary Shares | Notional Shares (Deferred) | Options Exercisable (60 days) |
|---|---|---|---|
| Ann C. Berzin | 35,430 | 48,937 | — |
- Ownership concentration: No director or executive officer beneficially owns ≥1% of TT’s ordinary shares; directors/executives as a group own ~0.39% .
- Anti-hedging/pledging: Company prohibits directors and executive officers from hedging and from pledging TT securities as collateral or holding them on margin .
Election Vote Results (Investor Confidence Signal)
| AGM Year | For | Against | Abstain | Broker Non-Vote |
|---|---|---|---|---|
| 2025 (Ann C. Berzin) | 170,370,325 | 11,358,082 | 195,023 | 14,858,756 |
| 2024 (Ann C. Berzin) | 178,464,958 | 8,709,636 | 584,067 | 13,454,053 |
Related-Party Transactions and Conflicts
- Policy: Related person transactions require pre-approval by disinterested directors and are generally proscribed by the Code of Conduct .
- Disclosures: No related person transactions requiring Item 404 disclosure occurred in 2024; no loans or share purchases from directors/officers .
Governance Assessment
- Strengths: Long-tenured independent director with deep finance expertise; Audit and Finance Committee service with 2024 workload (Audit 9; Finance 5) supports oversight capacity . Strong shareholder support for re-election in both 2024 and 2025 . Anti-hedging and anti-pledging policies enhance alignment . No related-party transactions disclosed in 2024; HRCC interlocks absent .
- Alignment: Director ownership guidelines (5x cash retainer) and RSU retainer support skin-in-the-game; Berzin’s beneficial holdings include 35,430 ordinary shares and 48,937 deferred shares .
- Watch items: Very long tenure (since 2001) may prompt some investors to scrutinize independence despite formal independence status; continued monitoring of committee workloads and attendance (≥75% in 2024) advisable .
- Say-on-Pay context: TT’s executive pay received 87% approval at 2024 AGM; 2025 SoP passed with a strong majority, supporting overall governance sentiment .