Melissa Schaeffer
Trane TechnologiesAbout Melissa N. Schaeffer
Melissa N. Schaeffer (age 45) has served as an independent director of Trane Technologies since 2022. She is Executive Vice President and Chief Financial Officer of Air Products and Chemicals, Inc., with more than 20 years of finance leadership across M&A, investor relations, project financing, and audit/risk management. On the TT board, she serves on the Audit and Finance Committees, bringing deep financial oversight and risk governance expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Air Products and Chemicals, Inc. | Executive Vice President & Chief Financial Officer | 2024–present | Oversees controller, accounting, treasury, tax, audit, IR and shared functions; significant M&A, project finance and risk management experience . |
| Air Products and Chemicals, Inc. | Senior Vice President & Chief Financial Officer | 2021–2024 | Led enterprise-wide finance and capital allocation . |
| Air Products and Chemicals, Inc. | Senior VP, Finance & Global Engineering, Americas, Middle East & India | 2020–2021 | Regional finance and engineering leadership . |
| Air Products and Chemicals, Inc. | Vice President & Chief Audit Executive | 2016–2020 | Internal audit; controls, compliance, and risk management . |
External Roles
| Category | Detail |
|---|---|
| Current public company directorships | None . |
| Public boards in past 5 years | None . |
| Other activities (non-profit/academic) | None disclosed . |
Board Governance
- Committee assignments (2024): Audit (member); Finance (member) .
- Audit Committee qualifications: All members (including Schaeffer) are independent and meet SEC “audit committee financial expert” qualifications; also meet SEC/NYSE financial literacy and independence standards .
- Independence: Listed as “YES” in director matrix; independent director since 2022 .
- Attendance and engagement (2024): Board held 5 meetings; all incumbent directors at year-end attended ≥75% of Board and their committee meetings (exception noted for another director on Technology Committee, not Schaeffer); independent directors held 5 executive sessions without management .
- Director election/term: One-year terms; majority of votes cast standard; 2025 AGM on June 5, 2025 .
Fixed Compensation (Non-Employee Director Pay)
| Component (2024) | Amount | Notes |
|---|---|---|
| Annual cash retainer | $142,500 | Standard cash retainer for non-employee directors . |
| Audit Committee member retainer | $15,000 | Member retainer; no chair roles for Schaeffer . |
| Committee chair/Lead Independent Director/meeting fees | — | None for Schaeffer in 2024 . |
| Total cash fees (2024) | $157,500 | Sum of cash retainer and Audit member retainer . |
| Equity (RSUs) grant-date fair value (2024) | $200,032 | RSUs issued as part of annual retainer, valued under ASC 718 . |
| Total director compensation (2024) | $357,532 | Cash + equity; no other compensation . |
Program structure and features:
- Annual retainer mix: Cash $142,500 (≈42%); RSUs $200,000 (≈58%). RSU count determined by dividing $200,000 by grant-date closing price .
- Vesting/separation: If a director retires, resigns or otherwise separates, they immediately vest in unvested RSUs; cash retainer pro-rated for the quarter .
- Plan limits: Aggregate annual director awards capped at $1,000,000 under the 2018 plan .
Performance Compensation
| Item | Disclosure |
|---|---|
| Performance-based awards (PSUs/options) for non-employee directors | Not used; director equity is time-based RSUs as part of the annual retainer; no performance metrics disclosed for director equity . |
| Dividends on unvested awards | No dividends or dividend equivalents on unvested restricted stock or RSUs/performance units until awards are earned/vest . |
Other Directorships & Interlocks
| Topic | Disclosure |
|---|---|
| Public company boards (current/past 5 years) | None; reduces interlock/conflict risk . |
| Related-party transactions | None requiring disclosure under Item 404 in 2024; no loans to directors; payments limited to director fees and expense reimbursement . |
Expertise & Qualifications
- Finance leader with >20 years in industrials; expertise in international finance, M&A, investor relations, project finance, compliance, accounting, audit, and risk management .
- Current CFO responsibilities span controller, accounting, treasury, tax, audit, investor relations, and shared services—highly relevant to TT’s financial, risk, and sustainability oversight .
- Audit Committee “financial expert” status enhances oversight of financial reporting, ESG disclosure controls, and cybersecurity risk .
Equity Ownership
| As of Record Date (April 10, 2025) | Amount |
|---|---|
| Beneficially owned ordinary shares | 1,485 . |
| Notional shares (deferred) | — . |
| Options exercisable within 60 days | — . |
| Unvested RSUs outstanding (12/31/2024) | 627 . |
| Ownership as % of shares outstanding | <1% (no director or officer owns ≥1%) . |
Ownership alignment policies and restrictions:
- Director share ownership requirement: 5× annual cash retainer ($142,500), with a prohibition on selling until the threshold is met; must maintain minimum holdings through tenure .
- Anti-hedging/pledging: Directors are prohibited from hedging, short-term speculative trading, holding in margin accounts, or pledging company securities as collateral .
Insider Trades (Form 4 Signals)
| Date (Filing) | Form | Transaction Type | Notes/Source |
|---|---|---|---|
| 2025-06-10 | Form 4 | Stock Award (Grant) | Director equity grant reported; SEC filing and public summary available . |
Note: Director equity grants align with the annual RSU retainer program described in the proxy .
Governance Assessment
- Board effectiveness: Schaeffer strengthens financial oversight and capital allocation governance through Audit and Finance roles; she qualifies as an audit committee financial expert, a strong signal for control, disclosure, and cyber/ESG assurance oversight .
- Independence and attendance: Independent director; met ≥75% attendance thresholds; Board/independent sessions cadence indicates regular engagement (5 Board meetings; 5 independent sessions in 2024) .
- Ownership alignment: Robust 5× retainer ownership guideline and sell-to-attain restriction, plus anti-hedging/pledging rules, support investor alignment and reduce collateral/hedging risk .
- Compensation structure: Balanced cash/RSU retainer; no performance-based awards for directors (reduces incentive misalignment risk); immediate vest on separation could be viewed as standard market practice for directors; per-award cap mitigates pay inflation risk .
- Conflicts/related party exposure: No related-person transactions requiring disclosure in 2024; no other public board seats (lower interlock risk). As CFO of Air Products, workload/availability is a common investor consideration, but the proxy discloses no attendance shortfalls and confirms independence .
RED FLAGS: None disclosed specific to Schaeffer. Company-level policies prohibit hedging/pledging and report no Item 404 transactions, which reduces common governance risk signals .