Kirk Arnold
Trane TechnologiesAbout Kirk E. Arnold
Kirk E. Arnold is an independent director of Trane Technologies (TT), age 65, who has served on the Board since 2018; she currently chairs the Human Resources and Compensation Committee (HRCC) and sits on the Sustainability, Corporate Governance and Nominating, Technology and Innovation, and Executive Committees . Her background spans CEO roles and senior operating leadership across technology and services, including CEO of Data Intensity (2013–2017), prior leadership at Avid, Keane, CSC, Fidelity, and IBM, and she has advised General Catalyst since September 2018; TT highlights her digital, analytics, and technology expertise as a core credential for the Board .
Past Roles
| Organization | Role | Tenure/Dates | Committees/Impact |
|---|---|---|---|
| Data Intensity | Chief Executive Officer | 2013–2017 | Led a technology/services provider; experience cited as relevant to operations and technology at TT . |
| Avid | Chief Operating Officer | Not disclosed | TT cites COO experience supporting digital/technology oversight . |
| Keane, Inc. | Chief Executive Officer and President | Not disclosed | Publicly traded global services provider; leadership experience leveraged by TT . |
| Computer Sciences Corporation; Fidelity Investments; IBM | Senior leadership roles | Not disclosed | Broad technology/services leadership experience valued by TT . |
External Roles
| Organization | Role | Status/Dates | Notes |
|---|---|---|---|
| General Catalyst | Advisor | Sep 2018–Present | Advises VC firm and portfolio companies . |
| Ingersoll Rand Inc. (IR) | Director | Current | Public company directorship . |
| Thomson Reuters (TRI) | Director | Current | Public company directorship . |
| Epiphany Technology Acquisition Corp | Director | Past 5 years | Former public company directorship . |
| The Predictive Index | Director | Current | Other activity disclosed . |
| HousecallPro | Director | Current | Other activity disclosed . |
| Baypath University; UP Education Network | Director (former) | Not disclosed | Prior non-profit/academic board roles . |
Board Governance
| Area | Details |
|---|---|
| Independence | Independent director (one of 11/12 independent nominees) . |
| Committee assignments | HRCC (Chair); Sustainability, Corporate Governance and Nominating (Member); Technology & Innovation (Member); Executive Committee (Member) . |
| Attendance | All incumbent directors at year-end 2024 attended at least 75% of Board and applicable committee meetings; TT held five independent-director executive sessions in 2024 . |
| Lead Independent Director | Not applicable to Arnold (role to be held by John P. Surma, subject to re-election) . |
| Director stock ownership guideline | 5x annual cash retainer; no sales permitted before reaching guideline and must maintain minimum thereafter . |
| Anti-hedging/pledging | Directors and officers prohibited from hedging, short-term speculative trading, and pledging/margin accounts . |
| Related-party policy | Related person transactions require committee pre-approval; none requiring disclosure in 2024 . |
| HRCC interlocks | None in 2024 (no HRCC member had relationships requiring disclosure; no cross-comp committee interlocks) . |
Fixed Compensation (Director)
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $142,500 | Standard non-employee director cash retainer . |
| Committee chair retainer (HRCC) | $25,000 | HRCC Chair fee . |
| Total cash fees | $167,500 | Sum of cash retainer and chair fee . |
| Equity retainer (RSUs) – grant date fair value | $200,032 | Annual RSU grant; number determined by grant-date price . |
| Unvested RSUs at 12/31/2024 | 627 units | Outstanding unvested director RSUs . |
| Vesting on separation | Unvested RSUs vest pro-rata if a director retires, resigns or otherwise separates; immediate vesting of unvested RSUs (per program footnote) . |
Performance Compensation (Director)
Directors are paid a mix of cash retainer and time-vesting RSUs; no performance metrics, options, or PSUs are used for director pay, and director compensation is not tied to financial goals or TSR performance .
| Performance Metric | Weight | Threshold | Target | Max | Notes |
|---|---|---|---|---|---|
| Not applicable to non-employee directors | — | — | — | — | Director compensation has no performance-based metrics; equity is time-vesting RSUs . |
Other Directorships & Interlocks
| Company | Role | Notes |
|---|---|---|
| Ingersoll Rand Inc. (IR) | Director | Current public board service . |
| Thomson Reuters (TRI) | Director | Current public board service . |
| Interlocks | None | HRCC disclosed no interlocks or insider participation concerns in 2024 . |
Expertise & Qualifications
- Technology and services operator with CEO/COO experience (Data Intensity, Avid, Keane) and senior roles at CSC, Fidelity and IBM; TT cites her contributions to operations, digital analytics, and technology oversight .
- Governance and compensation expertise as HRCC Chair, including oversight of executive pay programs, clawback policy, ownership requirements, and human capital topics .
Equity Ownership
| Item | Amount |
|---|---|
| Total beneficial ownership – ordinary shares | 5,798 shares (as of record date) . |
| Options exercisable within 60 days | 0 (none reported) . |
| Notional/deferred shares | None reported for Arnold (—) . |
| Unvested RSUs (12/31/2024) | 627 units . |
| Shares pledged | Not disclosed; company policy prohibits pledging by directors . |
| Ownership guideline | 5x annual cash retainer; no sales before reaching guideline . |
Insider Trades (recent filings)
| Date (Filing) | Type | Source |
|---|---|---|
| 2025-06-10 (Form 4) | Statement of changes in beneficial ownership (director transaction) | (https://www.marketbeat.com/stocks/NYSE/TT/sec-filings/) |
| 2025 (Form 4) | SEC Form 4 filing for Arnold (TT) | (https://www.sec.gov/Archives/edgar/data/1466258/000146625825000148/xslF345X03/wk-form4_1749499939.xml) |
| 2025 (Form 4) | SEC Form 4 filing for Arnold (TT) | (https://www.sec.gov/Archives/edgar/data/1387796/000162828025030481/xslF345X05/wk-form4_1749586756.xml) |
| 2025 (summary) | Nasdaq insider page indicates non-open-market stock awards and dispositions for Arnold at TT | (https://www.nasdaq.com/market-activity/insiders/arnold-kirk-e-733372) |
| 2025 (summary) | Yahoo insider transaction page notes stock award (grant) at $0.00 per share | (https://finance.yahoo.com/quote/TT/insider-transactions/) |
Note: Exact share counts and prices for each Form 4 should be taken directly from the linked EDGAR filings; TT’s proxy does not summarize director Form 4 details .
Governance Assessment
- Strengths: Independent HRCC Chair with deep tech/services operating experience; clear alignment mechanisms via director ownership guideline (5x retainer) and prohibition on hedging/pledging; no related-party transactions requiring disclosure in 2024; no HRCC interlocks; consistent attendance at or above 75% .
- Board engagement: Active committee load (HRCC Chair; member on SCGN, Technology & Innovation, and Executive Committee); Board met 5 times in 2024; HRCC met 6 times; Technology & Innovation met 2 times; Executive Committee held none, indicating manageable incremental time burden in 2024 .
- Pay structure and alignment: Director pay mix is 42% cash and 58% RSUs with standard chair retainers; RSUs vest time-based and accelerate upon separation per director program, which is typical but not performance-linked; share ownership rules and anti-hedging/pledging policies mitigate alignment risk .
- Potential watch items: Multiple external public boards (IR, TRI) increase time commitments; governance processes (SCGN oversight for independence/conflicts; annual self-evaluations) are in place to monitor potential conflicts and director capacity .
Appendix: Committee Roles Summary (2024)
| Committee | Role | 2024 Meetings |
|---|---|---|
| Human Resources & Compensation (HRCC) | Chair | 6 . |
| Sustainability, Corporate Governance & Nominating | Member | 5 . |
| Technology & Innovation | Member | 2 . |
| Executive Committee | Member | 0 . |