Mark George
About Mark R. George
Independent director at Trane Technologies (TT) since 2022; age 58. Currently President and Chief Executive Officer of Norfolk Southern Corporation (NSC) (since September 2024), previously Executive Vice President and CFO of NSC (2019–2024), and earlier CFO roles at Carrier and Otis (United Technologies businesses). Core credentials: 30+ years of international financial management, corporate strategy, M&A, board interactions, investor relations; recognized by TT for industry and global insights contributing to financial execution and sustainability initiatives .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Norfolk Southern Corporation | President & CEO | Sep 2024–Present | Led turnaround and strategy as CEO; prior CFO provided deep finance/risk discipline |
| Norfolk Southern Corporation | EVP & CFO | 2019–2024 | Financial leadership; capital allocation, investor relations |
| Carrier Global (UTC business) | VP & CFO | 2008–2015; 2019 | Corporate finance, planning/analysis, IT exposure |
| Otis Worldwide (UTC business) | VP & CFO | 2015–2019 | International finance leadership; treasury/FP&A |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Norfolk Southern Corporation (NYSE:NSC) | Director | Current | Current public board; CEO at NSC |
| Junior Achievement of Georgia | Director | Current | Non-profit engagement |
| Public company boards (prior 5 years) | — | — | None disclosed |
Board Governance
| Attribute | Details |
|---|---|
| Independence | Board determined Mr. George is independent under NYSE/Exchange Act standards |
| TT Board tenure | Director since 2022 |
| Committees | Audit Committee member; Finance Committee member |
| Committee workloads | Audit Committee met 9 times in 2024; Finance Committee met 5 times in 2024 |
| Board attendance | All incumbent directors at FY2024-end attended ≥75% of Board and committee meetings (except one director not on George’s committees); Board held 5 meetings in 2024; independent directors held 5 executive sessions |
| Lead Independent Director | Not George; John P. Surma designated (subject to re-election) |
Fixed Compensation (Director)
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $142,500 | Standard non-employee director cash retainer |
| Audit Committee member retainer | $15,000 | Audit member fee |
| Meeting fees | $0 | No additional meeting fees shown for George |
| Total cash | $157,500 | Sum of cash components |
| RSUs (grant-date fair value) | $200,032 | Part of annual retainer; grant size determined by $200,000 value at grant close price |
| Total 2024 director comp | $357,532 | Cash + equity |
Policy highlights:
- Director compensation consists solely of fees/RSUs (no salary), designed to align with long-term shareholder interests .
- Directors’ fees are the sole compensation received from TT by non-employee directors .
Performance Compensation
- Not applicable: TT non-employee directors do not have performance-tied incentives; equity is time-based RSUs as part of annual retainer (vesting per director program terms) .
Other Directorships & Interlocks
| Area | Details |
|---|---|
| Current public company boards | Norfolk Southern Corporation (NSC) |
| Interlocks/compensation committee | TT’s HRCC disclosed no interlocks or insider participation issues in FY2024; George is not on HRCC |
| Related-party transactions | TT reported no related person transactions requiring disclosure in 2024 |
Expertise & Qualifications
- Financial expert-level experience in GAAP, financial statement analysis; deep corporate strategy, M&A/JV experience; treasury, planning and analysis; IT oversight; investor relations .
- TT highlights his industry and global insights aiding continued financial success and sustainability initiatives .
- Board skills matrix emphasizes finance/capital allocation, risk management, global experience, technology/engineering, ESG/sustainability, leadership .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Ordinary shares owned | 1,485 | As of record date April 10, 2025 |
| Unvested RSUs (director) | 627 | Unvested at Dec 31, 2024 |
| Options | None | No options listed for George |
| Ownership % | <1% | No director individually owns ≥1% |
Policies:
- Director stock ownership requirement: 5x the annual cash retainer; cannot sell until meeting requirement; must maintain through tenure .
- Anti-hedging and pledging prohibited for directors (and executives) .
Governance Assessment
- Board effectiveness: Independent director on Audit and Finance—strong fit with his CFO/CEO background; committees oversee financial reporting, ESG reporting controls, cybersecurity, liquidity/credit/debt, capital deployment .
- Independence/engagement: Independent, ≥75% attendance, active on two financially critical committees; supports investor confidence .
- Compensation alignment: Director pay balanced between cash retainer and RSUs; RSU-based alignment with shareholders; no excessive or unusual director pay elements disclosed .
- Ownership alignment: Holds TT shares and RSUs; strong policy backstop (5x retainer ownership guideline; anti-hedging/pledging) .
- Potential conflicts (monitoring): Dual role as NSC CEO and TT director warrants regular review by TT’s Sustainability, Corporate Governance and Nominating Committee for conflicts under policy; TT disclosed no related-party transactions in 2024 and affirmed director independence determinations based on ordinary-course transactions at market terms .
- RED FLAGS: None disclosed (no related-party transactions; no hedging/pledging; no attendance shortfall). Note: Time commitment risk from concurrent NSC CEO role is a typical oversight consideration but not flagged by TT’s disclosures .