John Hayes
Trane TechnologiesAbout John A. Hayes
Independent director of Trane Technologies since 2023; age 59. Former Chairman (2013–April 2023) and CEO (2011–2022) of Ball Corporation, with more than 30 years of leadership in global industrial markets; under his CEO tenure, Ball’s revenues doubled and market capitalization increased sixfold . Current TT board committees: Human Resources & Compensation and Sustainability, Corporate Governance & Nominating; independence status: Yes .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ball Corporation (BALL) | Chief Executive Officer | 2011–2022 | Led multiple acquisitions/strategic transactions; revenues doubled; market cap increased sixfold |
| Ball Corporation (BALL) | Chairman | 2013–Apr 2023 | Oversight of strategic growth and governance |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Clayton, Dubilier & Rice | Operating Advisor | Not disclosed | PE operating advisor; governance note: TT’s SCGN committee reviews director independence and conflicts |
| WilsonArt | Chair | Not disclosed | Board leadership role |
| Kohler Co. | Director | Not disclosed | Board service |
| Veritiv Corporation | Director | Not disclosed | Board service |
| Holderness School | Chair, Board of Trustees | Not disclosed | Non-profit leadership |
| Current public company boards | None | — | No current public directorships; prior five years: Ball Corporation |
Board Governance
- Committee assignments and independence:
- Human Resources & Compensation Committee: Member; 6 meetings in 2024; all members independent; oversees executive pay strategy, peer groups, clawback policy, annual incentive metrics; approves HR&C consultants .
- Sustainability, Corporate Governance & Nominating Committee: Member; 5 meetings in 2024; all members independent; reviews director independence/conflicts; oversees sustainability objectives and governance guidelines .
- Board attendance: Five board meetings in 2024; all incumbent directors (including those standing for re‑election) attended ≥75% of Board and committee meetings; independent directors held five executive sessions without management in 2024 .
- Board independence context: 11 of 12 director nominees are independent .
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Annual cash retainer | $142,500 | Standard cash retainer for non‑employee directors |
| Committee chair retainer | $0 | Hayes did not serve as a chair in 2024 |
| Audit Committee member retainer | $0 | Not an Audit Committee member |
| Lead Independent Director retainer | $0 | Not applicable |
| Board/Committee meeting fees | $0 | No incremental fees recorded |
| Total cash fees earned | $142,500 | Hayes 2024 cash total |
Program notes:
- Director compensation program (effective Jan 1, 2023): Annual retainer split between cash ($142,500; 42%) and RSUs ($200,000; 58%); RSU grant value set via closing price on grant date; pro‑rata cash retainer on separation and immediate vesting of unvested RSUs upon separation .
- Annual cap: Aggregate director awards limited to $1,000,000 per calendar year under the 2018 plan .
Performance Compensation
| Equity Component (2024) | Value | Quantity/Terms | Performance Metrics |
|---|---|---|---|
| RSU award (annual retainer equity) | $200,032 | Unvested RSUs at 12/31/2024: 627; RSU grant sized at $200,000 using grant date closing price; immediate vesting upon separation for unvested RSUs | None; director RSUs are retainer‑based and not tied to performance metrics |
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public directorships | None |
| Public boards in past five years | Ball Corporation (BALL) |
| Private/non‑profit roles | Operating Advisor (CD&R); Chair (WilsonArt); Director (Kohler Co., Veritiv Corporation); Chair (Holderness School Board of Trustees) |
| Interlock/conflict oversight | SCGN committee formally reviews independence and potential conflicts for directors and executives |
| Related‑party transactions | None requiring disclosure for fiscal 2024; no loans/payments beyond director fees; no waivers of Code of Conduct in 2024 |
Expertise & Qualifications
- Global industrial leadership; M&A execution and strategic transactions, with demonstrated shareholder value creation during Ball CEO tenure (revenues doubled; market cap increased sixfold) .
- Governance and sustainability oversight via SCGN role; executive compensation oversight via HR&C role .
Equity Ownership
| Holder | Ordinary Shares | Notional Shares (Deferred) | Options Exercisable ≤60 days | Unvested RSUs | Ownership % |
|---|---|---|---|---|---|
| John A. Hayes | 1,515 | — | — | 627 | <1% (no director ≥1%) |
| All directors & officers (21 persons) | 310,994 | 233,312 | 564,809 | — | ~0.39% of outstanding shares (aggregated) |
Alignment policies:
- Director share ownership guideline: 5× annual cash retainer; no sales until guideline met; must maintain minimum until resignation/retirement .
- Anti‑hedging/anti‑pledging: Directors prohibited from hedging, short‑term speculative trading, margin accounts, or pledging TT securities .
Governance Assessment
- Strengths: Independent director with relevant industrial CEO experience; active on HR&C and SCGN committees that set executive pay metrics and oversee independence/conflicts; attendance ≥75%; five independent director executive sessions indicate robust board oversight; RSU/cash retainer structure and 5× ownership guideline support alignment .
- Compensation mix: 42% cash / 58% RSUs retainer; stable program since 2023; annual director award cap at $1,000,000 limits pay inflation risk .
- Conflicts and related‑party controls: Formal SCGN review of conflicts; no related‑party transactions disclosed for 2024; anti‑hedging/pledging restrictions in place .
- RED FLAGS: None disclosed—no related‑party transactions, no hedging/pledging, attendance threshold met. Monitor external PE advisor role (CD&R) for future transaction‑specific conflicts; TT’s SCGN committee is mandated to pre‑approve and address such issues .