Linda Hudson
Trane TechnologiesAbout Linda P. Hudson
Independent director of Trane Technologies since 2015; age 74. Former President and CEO of BAE Systems, Inc. (2009–2014) and Founder/Former Chairman & CEO of The Cardea Group (founded 2014, sold 2020). Recognized authority on industrial, manufacturing and operational systems; member of the National Academy of Engineering. Current public directorship: Bank of America Corporation. At Trane Technologies, she chairs the Technology & Innovation Committee and serves on the Human Resources & Compensation and Sustainability, Corporate Governance & Nominating Committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BAE Systems, Inc. | President & Chief Executive Officer | 2009–2014 | Led a major U.S. defense contractor; prior President of Land & Armaments group; brings deep operational, engineering, strategic planning and risk management experience . |
| The Cardea Group | Founder; Former Chairman & CEO | Founded 2014; sold 2020 | Business management consulting firm founded and later sold; underscores entrepreneurial and governance credentials . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bank of America Corporation (BAC) | Director (current) | Not disclosed | Current public directorship; no TT-disclosed committee roles . |
| TPI Composites, Inc. (TPIC) | Director (past five years) | Not disclosed | Prior public directorship (within last five years) . |
| University of Florida Foundation; Engineering Leadership Institute; UF Boosters | Director (multiple UF orgs) | Not disclosed | External non-profit/academic roles; signals engagement with engineering leadership development . |
Board Governance
- Independence: Classified “Independent” by the Board; only non-employee directors serve on the Audit, HRCC, SCGN, Finance, and Technology & Innovation Committees; each member of these committees is NYSE “independent” per the company’s guidelines .
- Committee assignments: Human Resources & Compensation (member); Sustainability, Corporate Governance & Nominating (member); Technology & Innovation (Chair). She is not listed on the Executive Committee .
- Attendance: In 2024, all incumbent directors serving at year-end attended at least 75% of Board and applicable committee meetings (except one director on the Technology Committee); independent directors held five executive sessions without management .
- Committee cadence (2024): HRCC (6 meetings), SCGN (5), Technology & Innovation (2), Executive Committee (0) .
- Anti-hedging/pledging: Directors and executive officers are prohibited from hedging or pledging company stock; no short-term speculative trading; no holding company securities on margin .
- Related-party controls: Written related-person transaction policy; no related person transactions requiring disclosure in 2024; no director/officer loans .
Fixed Compensation (Non-Employee Director – 2024)
| Component | Amount | Notes |
|---|---|---|
| Annual Cash Retainer | $142,500 | Standard cash retainer for non-employee directors . |
| Committee Chair Retainer | $10,000 | Technology & Innovation Committee Chair retainer (Linda P. Hudson) . |
| Total Cash Fees (2024) | $152,500 | Sum of cash components for Hudson . |
| Annual Equity (RSUs) | $200,032 | Grant-date fair value; part of annual retainer; RSUs determined by dividing $200,000 by grant-date closing price . |
| Director Compensation Mix | 42% Cash / 58% RSUs | Program design for 2024 . |
| Vesting/Separation Provision | Immediate vesting of unvested RSUs upon separation | Director vests in any unvested RSUs if service ends mid-year; pro-rata cash retainer paid for partial quarter . |
| 2024 Director Compensation Detail | Fees Earned or Paid in Cash ($) | Equity/Stock Awards ($) | Total ($) |
|---|---|---|---|
| Linda P. Hudson | 152,500 | 200,032 | 352,532 |
| Unvested RSUs as of 12/31/2024 | Number |
|---|---|
| Linda P. Hudson | 627 |
Performance Compensation
| Element | Structure | Performance Metrics/Notes |
|---|---|---|
| Annual Equity (RSUs) | Time-based RSUs as part of director retainer | No director-specific performance metrics; program comprises cash retainer and RSUs, not PSUs/options for directors . |
| Options/PSUs | None disclosed for directors | No stock options or performance share plans for non-employee directors disclosed . |
Other Directorships & Interlocks
| Company | Current/Past | Role | Notes |
|---|---|---|---|
| Bank of America Corporation (BAC) | Current | Director | Current external public board; no TT-related transactions disclosed . |
| TPI Composites, Inc. (TPIC) | Past five years | Director | Prior public board in last five years . |
- HRCC Interlocks: No HRCC interlocks or insider participation; no member was an employee or officer; no reciprocal compensation committee relationships in 2024 .
Expertise & Qualifications
- Operational and engineering leadership: Former CEO BAE Systems, prior head of Land & Armaments; recognized authority on industrial, manufacturing and operational systems; National Academy of Engineering member .
- Strategic planning and risk management: Broad experience in complex business environments; supports oversight in technology and innovation as committee chair .
- Governance/sustainability exposure: Active roles on SCGN; Board emphasizes independence and periodic rotation of committee leadership .
Equity Ownership
| Holder | Ordinary Shares | Notional Shares | Options Exercisable (60 days) | Notes |
|---|---|---|---|---|
| Linda P. Hudson | 5,817 | — | — | Beneficial ownership as of 4/10/2025 record date; no director/executive owns ≥1% . |
| Ownership Guidelines | 5x annual cash retainer | — | — | Directors cannot sell until guidelines met; must maintain minimum ownership thereafter . |
| Hedging/Pledging | Prohibited | — | — | No hedging or pledging of company stock . |
Shareholder Voting Support (Context)
| Item | 2024 AGM (6/6/2024) | 2025 AGM (6/5/2025) |
|---|---|---|
| Director Election – Linda P. Hudson | For 183,916,458; Against 3,254,186; Abstain 588,017; Broker Non-Votes 13,454,053 | For 179,873,173; Against 1,758,127; Abstain 292,130; Broker Non-Votes 14,858,756 |
| Say-on-Pay (Advisory) | For 161,626,811; Against 24,883,827; Abstain 1,248,023; Broker Non-Votes 13,454,053 | For 163,112,934; Against 17,540,063; Abstain 1,270,433; Broker Non-Votes 14,858,756 |
Governance Assessment
- Committee leadership and domain fit: Chairing Technology & Innovation aligns with her engineering and defense-operations background; committee remit spans R&D oversight, technology trends, and certain environmental matters with cross-committee coordination—supportive for Trane’s innovation agenda .
- Independence and engagement: Classified independent; serves on two additional key committees (HRCC, SCGN). Attendance thresholds were met at the Board and committee level for incumbents in 2024, indicating engagement .
- Ownership alignment and safeguards: Meaningful equity component (58% of director pay) and 5x retainer ownership guideline, plus strict anti-hedging/pledging policy, support alignment with long-term shareholder interests .
- Conflicts/related-party exposure: No related person transactions requiring disclosure in 2024; robust related-person review policy in place. External directorship at Bank of America noted; no TT-disclosed transactions with BAC .
- Shareholder confidence signals: Strong re-election support in both 2024 and 2025 AGMs; company’s say-on-pay also received majority support each year—positive broader governance sentiment backdrop .
RED FLAGS
- None identified in filings: No hedging/pledging; no related-party transactions; attendance thresholds met; no director-specific pay anomalies disclosed .