Mairéad Magner
Trane TechnologiesAbout Mairéad Magner
Senior Vice President and Chief Human Resources Officer at Trane Technologies (TT) since January 2022; age 47 as of February 6, 2025 . She joined the company in 1998 via a human resources leadership development program and has held HR leadership roles across Europe, the Americas, and globally, including Vice President, Talent and Organization Capability (2018–2022) and Vice President, Human Resources, CTS (2015–2018) . Executive compensation at TT is tied to annual Revenue, Adjusted EBITDA, and Cash Flow (AIM program), and long‑term PSUs based on 3‑year relative TSR and CROIC versus the S&P 500 Industrials Index, aligning leader incentives with shareholder value creation and sustainability objectives . TT’s 2024 say‑on‑pay support was 87%, and pay‑versus‑performance disclosures benchmark TSR against the S&P 500 Industrials peer set .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Trane Technologies | SVP, Chief Human Resources Officer | Jan 2022–present | Oversees global HR strategy; executive officer on Enterprise Leadership Team . |
| Trane Technologies | VP, Talent and Organization Capability | Jan 2018–Jan 2022 | Led organizational design after separation of Industrial segment and launch of Trane Technologies in 2020 . |
| Trane Technologies | VP, Human Resources, CTS | Mar 2015–Jan 2018 | Supported M&A and transformation; business unit HR leadership . |
| Trane Technologies | HR Leadership Development Program | Joined 1998 | Early-career entry; built diverse HR capabilities across geographies . |
External Roles
- None disclosed in TT filings and press releases reviewed .
Fixed Compensation
| Component | Objective / Risk Mitigation | Key Features |
|---|---|---|
| Base Salary | Stable cash; avoids excessive risk by keeping part of comp not at risk . | Fixed cash compensation . |
| Annual Incentive Matrix (AIM) | Annual cash tied to pre‑set financial, operational, and strategic goals; subject to clawback; capped at 200% of target . | Target set as % of salary; payout based on 1/3 Revenue, 1/3 Adjusted EBITDA, 1/3 Cash Flow, adjusted by sustainability modifier and individual performance . |
| Long‑Term Incentives (LTI) | Incentivize sustainable results and long‑term shareholder value; mix places substantial pay at risk . | Stock options (FMV strike; 10‑yr term), RSUs, and PSUs; options/RSUs typically vest 1/3 per year over 3 years; PSUs earn over 3‑year period on relative TSR and CROIC; subject to clawback . |
Note: Specific salary/bonus/equity values for Ms. Magner are not publicly itemized because she is not a Named Executive Officer in the 2025 proxy. Program design applies to executive officers broadly .
Performance Compensation
| Metric/Program | Weighting | Target Definition | 2024 Actual/Payout Design | Vesting/Term |
|---|---|---|---|---|
| AIM: Revenue | 33.3% | Pre‑established annual enterprise/business revenue goals . | Financial score combines three core metrics; enterprise AIM financial score calculated at 193.02% for NEOs aligned to enterprise; payouts capped at 200% . | Cash paid after year‑end; subject to clawback . |
| AIM: Adjusted EBITDA | 33.3% | Pre‑established adjusted EBITDA goals . | Included in financial score; threshold required per metric for any payout . | Cash; clawback eligible . |
| AIM: Cash Flow | 33.3% | Pre‑established cash flow goals . | Included in financial score . | Cash; clawback eligible . |
| AIM: Sustainability Modifier | ±20% (2024) | Progress toward 2030 Sustainability Commitments; holistic HRCC review; cannot lift above 200% cap . | Applied to financial score to reach Adjusted AIM score . | N/A (modifier) . |
| AIM: Individual Performance Score | 0–150% | Leadership Principles and individual objectives aligned to enterprise and sustainability goals . | Multiplied by Adjusted AIM score to determine AIM payout % . | N/A (score) . |
| LTI: PSUs (PSP) | 50% of LTI | 3‑year performance; equal weight relative TSR and relative CROIC vs S&P 500 Industrials . | Earned/forfeited post period; up to 200% of target shares; value depends on share price at payment . | 3‑year performance; dividend equivalents only on earned shares . |
| LTI: Stock Options | ~25% of LTI | Strike at FMV on grant date; 10‑year term . | Value realized depends on stock price; no repricing; no dividends . | Typically vest 1/3 per year over 3 years . |
| LTI: RSUs | ~25% of LTI | Time‑based . | Dividend equivalents accrued; payable only on vested units . | Typically vest 1/3 per year over 3 years . |
Equity Ownership & Alignment
| Item | Policy / Requirement | Notes |
|---|---|---|
| Executive Stock Ownership Requirements | SVPs must hold 3× base salary; average actual multiple for cohort 10.1×; all NEOs met requirements as of record date . | Accumulation over five years at 20% per year; RSUs count; options/PSUs do not; buy‑and‑hold limits apply if below schedule . |
| Anti‑Hedging & Pledging | Hedging or pledging of Company stock prohibited for directors and executive officers . | Reduces misalignment/leveraged risk . |
| Clawback/Recoupment | SEC/NYSE‑compliant clawback enables recovery of excess incentive‑based compensation upon accounting restatement; HRCC may recoup broader misconduct‑related awards; limited exceptions . | Applies to cash and equity incentives . |
| Beneficial Ownership Disclosure | Security ownership table lists directors and NEOs; non‑NEO executive individual holdings not itemized . | All directors/executives as a group held ~0.39% of outstanding shares . |
Employment Terms
| Term | Detail |
|---|---|
| Employment status | TT maintains employment‑at‑will; termination by either party for any reason; common across officer offer letters . |
| Non‑competition | Officers are required to sign Non‑Competition Agreements upon hire; referenced in officer offer materials . |
| Insider trading windows | Officers restricted from transactions outside designated window periods; Corporate Secretary communicates windows and execution instructions . |
| Change‑in‑Control (CIC) | Double‑trigger for payments (termination without cause or good reason within two years post‑CIC); time‑based awards vest only if not assumed; PSUs vest on CIC at prorated target or actual as determined by HRCC . |
| Severance | TT amended Major Restructuring Severance Plan (2019) for NEOs; guidelines apply for terminations without cause; CIC agreements provided to NEOs to assure continuity . |
| Deferred compensation | Executive Deferred Compensation Plan (EDCP) allows deferral of up to 50% salary and up to 100% AIM/PSP; distributed per elections with in‑service and post‑termination options . |
| Ownership governance | Share ownership requirements; buy‑and‑hold restrictions if below schedule; clawback oversight by HRCC . |
Investment Implications
- Alignment: Strong pay‑for‑performance design links annual cash to Revenue/Adjusted EBITDA/Cash Flow and long‑term equity to relative TSR/CROIC, with clawback and strict ownership/anti‑hedging policies—positive for shareholder alignment and reduces hedging/pledging red flags .
- Retention risk: Ownership requirements (3× salary for SVPs) and multi‑year vesting across options/RSUs/PSUs create meaningful unvested equity, discouraging short‑term exits; double‑trigger CIC and severance guidelines further stabilize leadership continuity .
- Selling pressure: Insider trading window constraints and buy‑and‑hold limits if below ownership schedule mitigate opportunistic selling; absence of hedging/pledging reduces forced‑sale risk; individual Form 4 activity for Ms. Magner was not itemized in reviewed filings .
- Governance quality: 2024 say‑on‑pay approval at 87% and independent HRCC with external advisor (Meridian) indicate robust oversight; peer group benchmarking against large industrials helps curb pay inflation risk while maintaining competitiveness .