Christopher Kuehn
Trane TechnologiesAbout Christopher Kuehn
Christopher J. Kuehn is Executive Vice President and Chief Financial Officer of Trane Technologies; he was appointed CFO in conjunction with the company’s 2019 RMT transaction, succeeding Susan Carter, and was age 47 at appointment. He is a CPA and holds a B.S. in Accounting (SUNY Geneseo) and an MBA (University of Rochester), with prior leadership roles at Whirlpool, SPX, and PwC . Under his finance leadership, TT delivered 2024 revenue of $19.8B (+12% YoY), adjusted EBITDA of $3.8B (+21% YoY), and free cash flow of $2.8B (+29.7% YoY); three‑year CROIC averaged 32.3% (78th percentile) and TSR was 101.96% (84th percentile) versus S&P 500 Industrials, indicating strong value creation . Shareholders supported pay design with 87% Say‑on‑Pay approval in 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ingersoll-Rand/Trane Technologies | Vice President & Chief Accounting Officer; Principal Accounting Officer | 2015–2019 | Built finance, accounting, FP&A and business unit finance capabilities; key contributor to capital allocation and investor relations . |
| Whirlpool Corporation | VP, Corporate Controller & Chief Accounting Officer | 2012–2015 | Led global controller and accounting functions at a blue‑chip manufacturer . |
| SPX Corporation (HVAC segment) | Chief Financial Officer | 2008–2012 | Segment CFO for HVAC; operational and financial leadership in engineered solutions . |
| PricewaterhouseCoopers | Various leadership positions | — | Audit and advisory foundation; technical accounting credentials supporting public company oversight . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Certified Public Accountant (CPA) | Professional credential | — | Enhances credibility in financial reporting, controls, and audit oversight . |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $825,000 | $900,000 (increase effective Jan 4, 2024 with added IT & Digital Risk scope) |
| All Other Compensation ($) | — | $206,262 |
- Initial CFO employment agreement (Dec 2019): base salary $680,000; AIM target 100% of salary; annual equity award target $1,800,000 .
- Director-level perquisites framework disclosed; CEO has required aircraft usage, while NEOs may receive executive health and financial planning benefits reported in “All Other Compensation” .
Performance Compensation
Annual Incentive (AIM) — 2024 design and payout
- AIM target for Kuehn: $900,000; payout achieved 200% ($1,800,000) based on Enterprise financials and individual performance .
- AIM metrics equally weighted: Revenue, Adjusted EBITDA, Cash Flow, with a sustainability modifier (up to ±20%; none applied for 2024) .
| Metric (Enterprise) | Threshold ($M) | Target ($M) | Maximum ($M) | 2024 Adjusted Performance ($M) |
|---|---|---|---|---|
| Revenue | 18,438.50 | 19,008.80 | 19,579.00 | 19,904.10 |
| Adjusted EBITDA | 3,201.10 | 3,556.70 | 3,912.40 | 3,837.90 |
| Cash Flow | 1,851.80 | 2,314.70 | 2,777.70 | 2,791.20 |
- AIM payout caps at 200%; the 2024 financial score for Enterprise‑aligned NEOs was 193.02% before individual score and modifier; individual performance capped Kuehn at 200% .
Long-Term Incentives (LTI) — structure and 2024 grants
- Mix: Stock Options 25%, RSUs 25%, PSUs 50%; options/RSUs vest ratably one‑third per year over three years; options expire at 10 years minus one day; PSUs earn over 3 years based on relative CROIC and relative TSR (0–200% scale) versus S&P 500 Industrials .
| Grant Type (2/6/2024) | Quantity/Terms | Valuation |
|---|---|---|
| Stock Options | 11,406; Exercise $270.23; Expiration 2/5/2034 | Grant date fair value $875,068 |
| RSUs | 3,238 units; standard three‑year ratable vest | Grant date fair value $875,005 |
| PSUs (2024–2026 cycle) | Threshold 1,619; Target 6,476; Max 12,952 | Grant date fair value $2,150,874 |
PSU payout — 2022–2024 cycle
| Metric | Company Performance | Percentile vs S&P 500 Industrials | Metric Payout | Weight | Contribution |
|---|---|---|---|---|---|
| Relative CROIC | 32.3% | 78th | 200% | 50% | 100% |
| Relative TSR | 101.96% | 84th | 200% | 50% | 100% |
| Total | — | — | — | — | 200% of target |
2024 realizations (liquidity signals)
| Event | Shares | Value |
|---|---|---|
| Stock Options Exercised | 21,616 | $6,050,266 |
| RSUs/PSUs Vested | 10,699 | $2,985,928 |
| PSU deferral | 6,713 shares deferred into EDCP II; $1,904,075; dividends $53,973 also deferred |
Equity Ownership & Alignment
- Ownership guidelines: CFO must hold 4× base salary; average actual multiple 20.8×; all NEOs met requirements as of record date .
- Anti‑hedging/pledging: Company prohibits hedging, short‑term speculative trading, margin accounts, and pledging by directors and executive officers .
- Clawback: SEC/NYSE‑compliant recoupment for restatements; HRCC may direct recovery in broader misconduct scenarios .
Beneficial Ownership (as of April 10, 2025 record date)
| Category | Amount |
|---|---|
| Ordinary Shares | 17,689 |
| Notional Shares (EDCP/DDCP) | 36,682 |
| Options Exercisable within 60 days | 78,949 |
| Ownership % of outstanding | <1% (no NEO ≥1%) |
Outstanding Equity Awards (12/31/2024)
| Grant Date | Options Exercisable | Options Unexercisable | Exercise Price | Expiration | Unvested RSUs (#) | Unearned PSUs (#) |
|---|---|---|---|---|---|---|
| 3/9/2020 | 26,963 | — | $105.28 | 3/8/2030 | — | — |
| 2/8/2021 | 20,243 | — | $148.98 | 2/7/2031 | — | — |
| 2/1/2022 | 11,610 | 5,805 | $167.18 | 1/31/2032 | 1,247 | 7,477 |
| 2/7/2023 | 5,263 | 10,526 | $180.45 | 2/6/2033 | 2,794 | 7,620 |
| 2/6/2024 | — | 11,406 | $270.23 | 2/5/2034 | 3,238 | 6,476 |
- Vesting mechanics: options/RSUs vest ratably over three years beginning on first anniversary; options expire at 10 years; PSUs settle based on 3‑year performance; dividend equivalents accrue on RSUs/PSUs and are paid only upon vesting .
Employment Terms
- Change‑in‑Control (CIC): 2.5× base salary + AIM target under CIC agreement; no single‑trigger vesting; no tax gross‑ups .
- 2024 year‑end modeled CIC benefits for Kuehn: Severance $6,039,285; Earned but Unpaid AIM $1,494,999; PSU payout $5,435,355; Unvested equity $6,981,020; Enhanced retirement benefits $2,922,960; Health benefits $70,979; Outplacement $100,000; Total $23,044,598 .
- Involuntary without cause (non‑CIC) severance guideline: up to ~1 year’s base salary; Kuehn eligible for 49 weeks based on service; modeled amount $777,404 .
- Non‑compete/proprietary agreements from prior service remain in effect; share ownership requirement increased to 30,000 shares in 2019 letter with 5‑year compliance horizon (superseded by current multiple‑of‑salary program) .
- Timing of awards: HRCC grants annual equity in February, following earnings release; no use of MNPI in timing; options granted at FMV .
Investment Implications
- Pay‑for‑performance alignment is strong: AIM tied to revenue/EBITDA/cash flow with a sustainability modifier; LTI heavy in PSUs with relative CROIC/TSR; 82% of non‑CEO NEO TDC performance‑based in 2024 and robust Say‑on‑Pay support (87%) .
- Ownership alignment is high: CFO exceeds 4× salary guideline (average 20.8×), with strict anti‑hedging/pledging and clawback policies reducing governance risk .
- Liquidity/selling pressure: 2024 option exercises (21,616 shares; $6.05M realized) and vesting ($2.99M) indicate monetization capacity; deferral of PSUs into EDCP (6,713 shares) moderates near‑term selling overhang .
- CIC economics are substantial ($23.0M modeled), but design excludes single‑trigger vesting and tax gross‑ups, tempering shareholder‑unfriendly features; retention risk is mitigated by competitive pay, equity mix, and non‑compete .