CARRIER GLOBAL CORP (CARR)
Sector: Industrials
2026 Annual Meeting Analysis
CARRIER GLOBAL CORP · Meeting: April 15, 2026
Directors FOR
10
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Carrier's 3-year stock return of +27.7% is in the 'strong positive' band, requiring a 50-percentage-point gap versus peers to trigger a no vote; the actual gap is only -32.6pp, well below that threshold, and no other flags apply.
Director since 2020 with no overboarding (zero public board seats outside Carrier), attendance above 94%, and the TSR underperformance gap (-32.6pp) does not reach the 50pp threshold required given Carrier's strong positive absolute 3-year return.
Holds 2 outside public board seats (within the 4-seat limit), attended more than 94% of meetings, and the TSR trigger does not fire at the 50pp threshold applicable to Carrier's strong positive 3-year return; the Board-approved age exception is noted but does not create a policy flag.
Holds 2 outside public board seats, serves as Audit Committee Chair with clear financial expertise (former Walmart CFO and Big 4 background), and the TSR underperformance gap does not trigger a no vote.
Holds 1 outside public board seat, attended above 94% of meetings, and the TSR gap of -32.6pp falls short of the 50pp threshold needed to trigger a no vote.
Joined the Board in January 2025, making her tenure less than 24 months and therefore exempt from the TSR trigger under policy; holds 2 outside public board seats, well within limits.
Director since 2023 with tenure under 3 years, holds 1 outside public board seat, attended above 94% of meetings, and the TSR trigger does not apply at the 50pp threshold.
Holds 3 outside public board seats (within the 4-seat limit), attended above 94% of meetings, and the 3-year TSR underperformance gap does not reach the 50pp threshold required.
Director since 2024 with tenure under 24 months, making him exempt from the TSR trigger; classified as non-independent but serves only on the Technology & Innovation Committee, not on the Audit or Compensation Committees, so no independence flag applies.
Director since 2020 with strong financial credentials (former CFO and Deloitte audit partner), holds 1 outside public board seat, attended above 94% of meetings, and the TSR gap does not trigger a no vote.
All 10 director nominees receive a FOR recommendation. Carrier's 3-year stock return of +27.7% places it in the 'strong positive' band, requiring a 50-percentage-point gap versus the company-disclosed peer group median to trigger a no vote; the actual gap is only -32.6pp, well below that threshold. No directors are overboarded, attendance exceeded 94% for all nominees, audit committee members have verified financial expertise, and the board skills matrix is disclosed.
Say on Pay
✓ FORCEO
David L. Gitlin
Total Comp
$14,962,913
Prior Support
85%%
CEO total compensation of approximately $15 million is consistent with benchmarks for a large-cap industrial company of Carrier's scale (~$48.5B market cap), and 91% of the CEO's pay is at-risk or performance-based, well above the 50-60% minimum threshold. Critically, the annual bonus paid out at only 39% of target — directly reflecting Carrier's below-plan 2025 financial results — demonstrating that the incentive structure is working as intended and executive pay moved down alongside company performance. Long-term awards use a mix of stock appreciation rights and performance share awards tied to multi-year earnings growth and relative total shareholder return, and a robust clawback policy is in place; prior year shareholder support was 85%, comfortably above the 70% re-engagement threshold.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
PwC is a Big 4 firm appropriate for a company of Carrier's size and complexity; auditor tenure is not disclosed in the filing so the tenure trigger cannot fire per policy; no material restatements are disclosed; and fee data was not extractable from the provided filing text, so no fee ratio trigger can be applied — the default FOR vote stands.
Overall Assessment
The 2026 Carrier annual meeting presents three standard proposals — director elections, say-on-pay, and auditor ratification — all of which receive FOR recommendations under this policy. The director TSR trigger does not fire because Carrier's strong positive 3-year absolute return requires a 50-percentage-point peer underperformance gap that is not reached, and the compensation program earns a pass primarily because the annual bonus paid out at just 39% of target, reflecting genuine pay-for-performance alignment in a difficult operating year.
Compensation Peer Group
29 companies disclosed in 2026 proxy filing