John Surma
Trane TechnologiesAbout John P. Surma
Independent director of Trane Technologies (TT), age 70, serving since 2013. Former Chairman (2006–2013) and CEO (2004–2013) of United States Steel; previously CFO at U.S. Steel and a partner at PricewaterhouseCoopers, bringing deep financial reporting and audit oversight experience. Subject to re-election, he will become Lead Independent Director effective as of the 2025 Annual General Meeting, succeeding Gary Forsee . The Audit Committee states all members (including Surma) meet SEC “audit committee financial expert” qualifications .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| United States Steel Corporation | Chairman | 2006–2013 | Led board oversight for large industrial operations |
| United States Steel Corporation | Chief Executive Officer | 2004–2013 | Operational and financial leadership |
| United States Steel Corporation | Chief Financial Officer | Not disclosed | Financial reporting and accounting oversight |
| PricewaterhouseCoopers LLP | Partner | Not disclosed | Audit background enhances board financial oversight |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Marathon Petroleum Corporation (MPC) | Director | Current | Energy sector exposure |
| MPLX LP (subsidiary of MPC) | Director | Current | Company views MPLX service as extension of MPC board due to >50% ownership by MPC |
| Public Service Enterprise Group (PEG) | Director | Current | Utilities sector exposure |
| University of Pittsburgh Medical Center | Chair and Director | Current | Non-profit governance |
| University of Pittsburgh Board of Trustees | Trustee | Current | Academic governance |
| Federal Reserve Bank of Cleveland | Former Director and Chair | Former | Policy/regulatory insights |
| National Safety Council | Former Director and Former Chair | Former | Safety governance |
| Allegheny Conference on Community Development | Member Emeritus and Former Chair | Former | Regional economic development |
Board Governance
- Committees: Audit (Chair), Finance, Executive; all committees he serves on comprised of independent directors per NYSE standards .
- Audit Committee: 9 meetings in 2024; all members independent and meet “audit committee financial expert” qualifications; scope includes financial statements, internal controls, auditor independence, risk assessment, cybersecurity, and ESG disclosure controls .
- Finance Committee: 5 meetings in 2024; reviews capital deployment, financing, share repurchases, dividends, financial risk management; all members independent .
- Executive Committee: No meetings in 2024; composed of CEO (Chair), Lead Independent Director, and chairs of key committees (including Audit Chair Surma) .
- Attendance: Board met 5 times in 2024; all incumbent directors at least 75% attendance at Board and committees (except Mr. Forsee’s <75% at Technology Committee); five independent director executive sessions held in 2024 .
- Lead Independent Director: Surma to be appointed LID upon re-election; LID responsibilities include setting agendas, chairing executive sessions, liaison with Chair/CEO, shareholder engagement availability, succession oversight, and governance leadership with a minimum three-year commitment .
Fixed Compensation
| Component (2024) | Amount (USD) | Detail |
|---|---|---|
| Annual cash retainer | $142,500 | Standard non-employee director retainer |
| Committee chair retainer | $30,000 | Audit Committee Chair |
| Audit Committee member retainer | — | Not applicable (chair retainer applies) |
| Lead Independent Director retainer | — | Not applicable in 2024 (LID appointment effective post-2025 AGM) |
| Board/Committee meeting fees | $2,500 | Additional session fees |
| Total cash fees | $175,000 | Sum of above |
Program structure: Directors’ fees are sole compensation from the Company for non-employee directors; annual retainer mix is $142,500 cash (42%) and $200,000 RSUs (58%); annual limit on director awards under plan is $1,000,000 .
Performance Compensation
| Equity Component (2024) | Amount/Units | Terms |
|---|---|---|
| RSU grant (aggregate grant date fair value) | $200,032 | Annual retainer RSUs under ASC 718 valuation |
| Unvested RSUs at 12/31/2024 | 627 | Outstanding as of year-end |
| Grant sizing methodology | $200,000 divided by grant-date closing price | Determines RSU count for annual retainer |
| Vesting upon separation | Immediate vesting of unvested director RSUs | Applies upon resignation/retirement |
Performance metrics tied to director compensation: None disclosed; director RSU awards are retainer-based and time-based, not performance-based .
Other Directorships & Interlocks
| Company | Relationship | Potential Interlock Considerations |
|---|---|---|
| Marathon Petroleum Corporation | External public board | Energy sector oversight; MPLX service treated as extension of MPC commitment |
| MPLX LP | External public board (MPC-controlled MLP) | Consolidated subsidiary of MPC; considered extension of MPC board service |
| Public Service Enterprise Group | External public board | Utilities sector oversight |
Note: TT views MPLX board service as an extension of MPC, which mitigates counted outside commitments for overboarding assessments .
Expertise & Qualifications
- Financial reporting, audit, and accounting oversight expertise—former CFO of U.S. Steel and ex-PwC partner; Audit Chair with “financial expert” qualifications; committee scope includes cybersecurity and ESG disclosure controls .
- Sector insights into energy, trade policy, and industrial operations, relevant to TT’s energy-efficiency strategies .
Equity Ownership
| Holder | Ordinary Shares | Notional Shares | Options Exercisable Within 60 Days |
|---|---|---|---|
| John P. Surma | 13,175 | — | — |
| Notes | No director or executive officer beneficially owns 1% or more of TT’s ordinary shares | ||
Director ownership alignment policies:
- Share ownership requirement: minimum five times annual cash retainer; directors cannot sell until the threshold is met and must maintain it through tenure .
- Anti-hedging/pledging: Directors prohibited from hedging, short-term speculative trading, holding TT securities in margin accounts, or pledging TT securities .
Governance Assessment
- Strengths: Independent status; extensive financial/audit expertise; Audit Chair; slated Lead Independent Director with robust responsibilities for agendas, executive sessions, shareholder engagement, and succession oversight; strong attendance; independent committee composition; anti-hedging/pledging policy; stringent director ownership requirement .
- Compensation alignment: Balanced cash/equity mix (42%/58%) with RSUs tied to retainer; no director performance metrics—reduces incentive misalignment risk; annual awards capped under plan .
- Conflicts/related-party: Company reports no related person transactions requiring disclosure in 2024; no loans/purchases from directors/officers; code of conduct waivers: none in 2024 .
- Watchpoints: Multiple external public boards (MPC, MPLX, PEG) imply notable time commitments; however MPLX counted as extension of MPC, and Executive Committee met none in 2024, limiting incremental workload on that committee .
RED FLAGS observed: None disclosed for related-party transactions, hedging/pledging, loans, or director-specific pay anomalies in 2024 .