April Miller Boise
Trane TechnologiesAbout April Miller Boise
April Miller Boise, age 56, has served as an independent director of Trane Technologies (TT) since 2020. She is Executive Vice President and Chief Legal Officer at Intel Corporation (since July 2022), with prior senior legal leadership roles at Eaton Corporation plc (2020–2022) and Meritor, Inc. (2016–2019). On TT’s board, she chairs the Sustainability, Corporate Governance and Nominating Committee (SCGN), and serves on the Human Resources & Compensation Committee (HRCC) and the Executive Committee; she is designated independent under NYSE and TT guidelines .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Intel Corporation | Executive Vice President & Chief Legal Officer | Jul 2022–Present | Enterprise legal leadership; governance and risk oversight |
| Eaton Corporation plc | Executive Vice President & Chief Legal Officer | Jan 2020–Jun 2022 | Global legal and governance leadership |
| Meritor, Inc. | SVP, General Counsel / Chief Legal Officer | Aug 2016–Dec 2019 | Corporate governance, strategic transactions |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| George W. Codrington Charitable Foundation | Trustee | Not disclosed | Non-profit oversight |
| City Club of Cleveland | Director | Not disclosed | Civic leadership |
| Rock & Roll Hall of Fame | Director | Not disclosed | Cultural institution governance |
| Cleveland Clinic | Former Trustee | Not disclosed | Prior healthcare governance role |
| Assembly for the Arts | Former Trustee | Not disclosed | Prior arts-sector governance |
| College Now Greater Cleveland | Former Trustee | Not disclosed | Prior education-sector governance |
Board Governance
| Topic | Details |
|---|---|
| Independence | Board determined all directors except the CEO are independent; April is independent . |
| Committee assignments | SCGN (Chair); HRCC (Member); Executive Committee (Member) . |
| Committee meeting cadence (2024) | SCGN: 5 meetings ; HRCC: 6 meetings ; Executive Committee: none . |
| Attendance | All incumbent directors (including April) attended ≥75% of Board and committee meetings in 2024; only Mr. Forsee fell below 75% on Technology . |
| Executive sessions | Non‑employee directors held five independent director meetings in 2024 . |
| Lead Independent Director | Subject to re‑election, John P. Surma will serve as LID post‑AGM 2025 . |
| HRCC interlocks | No HRCC member (including April) had relationships requiring Item 404 disclosure; no insider participation/interlocks in FY2024 . |
| Anti‑hedging/pledging | Directors are prohibited from hedging, short-term speculative trading, holding on margin, or pledging TT securities . |
| Related party transactions | None requiring Item 404 disclosure in 2024 . |
Fixed Compensation
| Component (2024) | Amount ($) |
|---|---|
| Annual cash retainer | 142,500 |
| Committee chair retainer (SCGN) | 20,000 |
| Audit Committee member retainer | — |
| Lead Independent Director / meeting fees | — |
| Total cash fees earned | 162,500 |
| Equity: RSU grant (grant‑date fair value) | 200,032 |
| Total director compensation | 362,532 |
Notes:
- Director program design: $142,500 cash retainer plus $200,000 RSUs; RSU units determined by dividing $200,000 by grant‑date closing price; pro‑rata cash and immediate vesting of any unvested RSUs upon separation .
- Share ownership requirement: five times annual cash retainer; directors cannot sell until attaining the threshold and must maintain it through service .
Performance Compensation
| Component | Performance linkage | Terms |
|---|---|---|
| Director RSUs (annual retainer) | None (time-based retainer equity) | Annual RSU grant, immediate vest on separation; no performance metrics disclosed for directors . |
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None . |
| Public boards past 5 years | None . |
| HRCC interlocks | None in FY2024; HRCC composed solely of independent directors . |
| Executive/related-party ties | No related‑party transactions disclosed in 2024 . |
Expertise & Qualifications
- Strategic transactions, international growth, corporate governance, inclusive talent management; deep manufacturing end‑market exposure (semiconductors, automotive, electrical products/services, commercial transportation) .
- Adds perspective to TT’s climate‑focused strategy and sustainability leadership; chairs SCGN overseeing governance and sustainability disclosures and independence/conflicts .
Equity Ownership
| Metric | Value |
|---|---|
| Ordinary shares owned | 2,946 |
| Notional shares (deferred) | — |
| Options exercisable within 60 days | — |
| Unvested RSUs at 12/31/2024 | 627 |
| Shares outstanding (Record Date) | 223,175,933 |
| Ownership % of outstanding | ~0.0013% (2,946 ÷ 223,175,933) |
| Indicative value of ordinary shares | ~$1.09M at $369.35 close on 12/31/2024 (2,946 × $369.35) |
| Ownership guideline vs cash retainer | Guideline: 5×$142,500 = $712,500 ; indicative share value exceeds guideline |
Policy notes:
- Directors must hold at least 5× annual cash retainer and cannot reduce holdings below the required level once attained .
- Anti‑hedging and pledging prohibitions support alignment and mitigate red‑flag behaviors .
Governance Assessment
- Strengths: Independent status; chairs SCGN with mandate over director independence, conflicts, and sustainability governance; solid attendance; no HRCC interlocks; no related‑party transactions; anti‑hedging/pledging policy .
- Alignment: Meaningful personal share ownership with value exceeding director ownership guideline; annual compensation is balanced between cash and equity retainer with no performance-based features that could distort oversight incentives .
- Signals: TT’s 2024 say‑on‑pay approval of 87% and robust compensation governance practices underscore investor confidence in board oversight; April’s legal and governance expertise is additive to board effectiveness .
RED FLAGS
- None disclosed: No related‑party transactions; no pledging/hedging; attendance thresholds met; no HRCC interlocks; director pay structure standard for large cap industrials .