TRANE TECHNOLOGIES PLC, DEF 14A filed on 4/24/2025
Proxy Statement (definitive)
v3.25.1
Cover
 12 Months Ended
Dec. 31, 2024
Document Information [Line Items]  
Document Type DEF 14A
Amendment Flag false
Entity Information [Line Items]  
Entity Registrant Name Trane Technologies plc
Entity Central Index Key 0001466258
v3.25.1
Pay vs Performance Disclosure - USD ($)
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Pay vs Performance Disclosure          
Pay vs Performance Disclosure, Table
In accordance with the requirements prescribed in Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid (“CAP”) and our financial performance for the prior five fiscal years.
For this purpose, CAP is determined in accordance with SEC rules by adjusting the amounts reported in the Summary Compensation Table by (a) subtracting the change in pension value, if any, for the year; (b) adding the pension service cost for the year; (c) subtracting the grant date fair value of equity awards granted during the year; (d) adding the year-end fair value of unvested equity awards granted during the year; (e) for awards granted in prior years that vested during the year, adding the difference between the vesting date fair value and the fair value at the immediately preceding year-end; and (f) for awards granted in prior years that remain outstanding or unvested at the end of the year, adding the difference between the year-end fair value and the fair value at the immediately preceding year-end. These adjustments are shown below. The table below provides CAP for our principal executive officer (“PEO”) (our CEO) and an average CAP for our non-PEO named executive officers (“NEOs”), as well as other financial information as required. Please see the CD&A above for information regarding the decisions made by the HRCC with respect to the compensation paid to our CEO and NEOs.
Value of Initial Fixed $100 Investment Based On:
Year
Summary Compensation Table Total for First PEO
($)(a)
Compensation Actually Paid to First PEO
($)(b)
Summary Compensation Table Total for Second PEO
($)(a)
Compensation Actually Paid to Second PEO
($)(b)
Average Summary Compensation Table Total for non-PEO NEOs
($)(a)
Average Compensation Actually Paid to non-PEO NEOs
($)(a)(b)
Total Shareholder Return
($)(c)
Peer Group Total Shareholder Return
($)(c)
Net Income ($M) (d)
Revenue
($M) (e)
2024N/AN/A28,213,787 60,844,013 5,109,939 11,528,229 386 176 2,567.9 19,838.2 
2023N/AN/A22,856,344 39,508,907 3,959,165 7,902,965 252 150 2,023.9 17,677.6 
2022N/AN/A12,770,195 9,019,182 3,164,279 1,947,464 171 127 1,756.5 15,991.7 
202118,253,260 46,032,830 12,888,518 20,449,001 3,813,093 8,590,730 202 134 1,423.4 14,136.4 
202028,107,486 55,194,418 N/AN/A4,854,212 9,065,250 144 111 854.9 12,454.7 
(a)The First PEO represents our former CEO Mr. Lamach who became Executive Chair effective July 1, 2021 and retired December 31, 2021; the Second PEO represents Mr. Regnery who became CEO effective July 1, 2021. The non-PEO NEOs represent the following individuals: 2020: Mr. Kuehn, Ms. Carter, Mr. Regnery, Ms. Avedon, and Mr. Camuti; 2021: Mr. Kuehn, Ms. Avedon, Mr. Camuti and Mr. Turtz; 2022 and 2023: Mr. Kuehn, Mr. Camuti, Mr. Turtz and Mr. Pittard; 2024: Mr. Kuehn, Mr. Simmons, Mr. Camuti and Mr. Turtz. The amounts shown for each PEO are the amounts reported in the “Total” column of the Summary Compensation Table for the applicable year. The amounts shown for the non-PEO NEOs are the average of amounts reported in the “Total” column of the Summary Compensation Table for the applicable year for NEOs other than the PEO.
(b)The following table provides the calculation required to determine CAP in accordance with SEC rules. The CAP amounts reflected do not reflect the actual amount of compensation earned by or paid to our NEOs. The fair values reflected in the Equity Compensation section are calculated in a manner consistent with the methodology used to account for share-based payments in our financial statements, as described in Note 14 to the 2024 Form 10-K. To determine equity award fair values for purposes of calculating CAP in accordance with SEC rules, adjustments were made based on the stock price, updated Black-Scholes stock option assumptions, and estimated Performance Share Unit payouts as of the year-end and vesting measurement dates.
Pension CompensationEquity Compensation
Fiscal Year (FY)Summary Compensation Table (SCT) Total
($)
LESS SCT Aggregate Change in the Actuarial Present Value of All Defined Benefit and Actuarial Pension Plans
($)(1)
PLUS Service Cost and Prior Service Cost
($)
LESS SCT Grant Date Fair Value of Equity Awards Granted in FY ($)(2)
PLUS Fair Value of Outstanding Equity Awards Granted in FY
($)		PLUS Change in Fair Value of Equity Awards from Prior Years That Vested in FY
($)		PLUS Change in Fair Value of Outstanding Equity Awards from Prior Years
($)		Compensation Actually Paid (CAP) Total
($)
First PEO
M. W. Lamach		2021 18,253,260 920,815 2,165,012 11,417,703 12,915,519 1,898,863 23,138,694 46,032,830 
2020 28,107,486 11,591,666 1,584,239 11,762,881 19,402,771 4,924,066 24,530,403 55,194,418 
Second PEO
D. S. Regnery		2024 28,213,787 6,923,052 — 14,266,299 22,671,812 3,230,412 27,917,353 60,844,013 
2023 22,856,344 4,487,670 — 12,362,263 19,977,180 830,633 12,694,683 39,508,907 
2022 12,770,195 — 479 8,082,094 8,790,912 (3,480,220)(980,090)9,019,182 
2021 12,888,518 2,695,010 3,454 6,673,971 9,239,470 634,638 7,051,902 20,449,001 
Average non-PEO NEOs2024 5,109,939 701,119 266,097 2,271,085 3,609,208 678,407 4,836,782 11,528,229 
2023 3,959,165 427,215 203,342 1,781,423 2,880,864 327,356 2,740,876 7,902,965 
2022 3,164,279 — 287,386 1,558,144 1,695,006 (1,305,293)(335,770)1,947,464 
2021 3,813,093 309,031 457,055 1,822,743 3,002,913 181,250 3,268,193 8,590,730 
2020 4,854,212 1,634,400 248,316 1,783,574 2,941,593 711,361 3,727,742 9,065,250 
(1)As reported in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” of the Summary Compensation Table for each applicable year.
(2)As reported in the “Stock Awards” and “Option Awards” columns of the Summary Compensation Table for each applicable year.
(c)Reflects the cumulative Total Shareholder Return for Trane Technologies and the Standard & Poor’s 500 Industrials Index, which is the peer group used in the Performance Graph required under Item 201(e) of Regulation S-K shown in Item 5 of our 2024 Form 10-K. Assumes an initial investment of $100 on December 31, 2019 (adjusted for our Reverse Morris Trust transaction that closed on February 29, 2020) and reinvestment of dividends.
(d)As reflected in the Company’s Consolidated Statement of Earnings included in the Form 10-K for each fiscal year.
(e)The Company Selected Measure (“CSM”) is Net Revenues for Products and Services (“Revenue”) as reported in the Company’s Consolidated Statement of Earnings included in the Company’s Annual Report on Form 10-K for each fiscal year. The revenue performance targets and results related to executive compensation within our AIM program are not the same as the Revenue listed for the CSM. Revenue results related to AIM are further adjusted for the impact of acquisitions and/or divestitures, foreign exchange, changes in accounting principles, extraordinary items, and unusual or non-recurring gains or losses, including significant differences from the assumptions contained in the financial plan upon which the incentive targets were established. All adjustments are reviewed and approved by the HRCC.
Relationships between Pay and Various Metrics
In accordance with regulatory requirements, the graphs below reflect the relationships of PEO and Average Non-PEO NEO CAP over the prior four fiscal years to (i) Company TSR and Peer Group TSR, (ii) Net Income, and (iii) Revenue, our Company Selected Measure.
CAP VS TT AND PEER GROUP TSR
03_427512-3_bar_CAP_TTpeerGroup.jpg
CAP VS NET INCOME
03_427512-3_bar_CAP_NetIncome.jpg
CAP VS REVENUE
03_427512-3_bar_CAP_Revenue.jpg
Performance Measures
We used the following unranked performance measures to link executive compensation actually paid to Company performance for the most recently completed fiscal year.
Financial Measures
Revenue
Adjusted EBITDA
Free Cash Flow
Relative 3-Year Total Shareholder Return Percentile Ranking
Relative Cash Flow Return on Invested Capital Percentile Ranking
Additional information about the performance measures used to calculate PEO and NEO compensation can be found in the discussions of our short-term and long-term incentive programs in the CD&A under the headings “Annual Incentive Matrix (‘AIM’) Program” and “Long-Term Incentive Program (‘LTI’)”. We believe the Company’s executive compensation program appropriately rewards our PEO and the other NEOs for Company and individual performance, assists the Company in retaining our senior leadership team and supports long-term value creation for our shareholders. These values demonstrate alignment of interests of our PEO and the other NEOs and our stockholders.
        
Company Selected Measure Name Revenue($M) (e)        
Named Executive Officers, Footnote The First PEO represents our former CEO Mr. Lamach who became Executive Chair effective July 1, 2021 and retired December 31, 2021; the Second PEO represents Mr. Regnery who became CEO effective July 1, 2021. The non-PEO NEOs represent the following individuals: 2020: Mr. Kuehn, Ms. Carter, Mr. Regnery, Ms. Avedon, and Mr. Camuti; 2021: Mr. Kuehn, Ms. Avedon, Mr. Camuti and Mr. Turtz; 2022 and 2023: Mr. Kuehn, Mr. Camuti, Mr. Turtz and Mr. Pittard; 2024: Mr. Kuehn, Mr. Simmons, Mr. Camuti and Mr. Turtz. The amounts shown for each PEO are the amounts reported in the “Total” column of the Summary Compensation Table for the applicable year. The amounts shown for the non-PEO NEOs are the average of amounts reported in the “Total” column of the Summary Compensation Table for the applicable year for NEOs other than the PEO.        
Peer Group Issuers, Footnote Reflects the cumulative Total Shareholder Return for Trane Technologies and the Standard & Poor’s 500 Industrials Index, which is the peer group used in the Performance Graph required under Item 201(e) of Regulation S-K shown in Item 5 of our 2024 Form 10-K. Assumes an initial investment of $100 on December 31, 2019 (adjusted for our Reverse Morris Trust transaction that closed on February 29, 2020) and reinvestment of dividends.        
Non-PEO NEO Average Total Compensation Amount $ 5,109,939 $ 3,959,165 $ 3,164,279 $ 3,813,093 $ 4,854,212
Non-PEO NEO Average Compensation Actually Paid Amount $ 11,528,229 7,902,965 1,947,464 8,590,730 9,065,250
Compensation Actually Paid vs. Total Shareholder Return
CAP VS TT AND PEER GROUP TSR
        
Compensation Actually Paid vs. Net Income
CAP VS NET INCOME
03_427512-3_bar_CAP_NetIncome.jpg
        
Compensation Actually Paid vs. Company Selected Measure
CAP VS REVENUE
03_427512-3_bar_CAP_Revenue.jpg
        
Total Shareholder Return Vs Peer Group
CAP VS TT AND PEER GROUP TSR
        
Tabular List, Table
We used the following unranked performance measures to link executive compensation actually paid to Company performance for the most recently completed fiscal year.
Financial Measures
Revenue
Adjusted EBITDA
Free Cash Flow
Relative 3-Year Total Shareholder Return Percentile Ranking
Relative Cash Flow Return on Invested Capital Percentile Ranking
        
Total Shareholder Return Amount $ 386 252 171 202 144
Peer Group Total Shareholder Return Amount 176 150 127 134 111
Net Income (Loss) $ 2,567,900,000 $ 2,023,900,000 $ 1,756,500,000 $ 1,423,400,000 $ 854,900,000
Company Selected Measure Amount 19,838,200,000 17,677,600,000 15,991,700,000 14,136,400,000 12,454,700,000
PEO Name Mr. Regnery   CEO Mr. Lamach    
Measure:: 1          
Pay vs Performance Disclosure          
Name Revenue        
Measure:: 2          
Pay vs Performance Disclosure          
Name Adjusted EBITDA        
Measure:: 3          
Pay vs Performance Disclosure          
Name Free Cash Flow        
Measure:: 4          
Pay vs Performance Disclosure          
Name Relative 3-Year Total Shareholder Return Percentile Ranking        
Measure:: 5          
Pay vs Performance Disclosure          
Name Relative Cash Flow Return on Invested Capital Percentile Ranking        
Second PEO [Member]          
Pay vs Performance Disclosure          
PEO Total Compensation Amount $ 28,213,787 $ 22,856,344 $ 12,770,195 $ 12,888,518  
PEO Actually Paid Compensation Amount 60,844,013 39,508,907 9,019,182 20,449,001  
First PEO [Member]          
Pay vs Performance Disclosure          
PEO Total Compensation Amount       18,253,260 $ 28,107,486
PEO Actually Paid Compensation Amount       46,032,830 55,194,418
PEO | Second PEO [Member] | Adjustment type 1 [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (6,923,052) (4,487,670) 0 (2,695,010)  
PEO | Second PEO [Member] | Adjustment type 2 [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0 0 479 3,454  
PEO | Second PEO [Member] | Adjustment type 3 [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (14,266,299) (12,362,263) (8,082,094) (6,673,971)  
PEO | Second PEO [Member] | Adjustment type 4 [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 22,671,812 19,977,180 8,790,912 9,239,470  
PEO | Second PEO [Member] | Adjustment type 5 [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 3,230,412 830,633 (3,480,220) 634,638  
PEO | Second PEO [Member] | Adjustment type 6 [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 27,917,353 12,694,683 (980,090) 7,051,902  
PEO | First PEO [Member] | Adjustment type 1 [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount       (920,815) (11,591,666)
PEO | First PEO [Member] | Adjustment type 2 [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount       2,165,012 1,584,239
PEO | First PEO [Member] | Adjustment type 3 [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount       (11,417,703) (11,762,881)
PEO | First PEO [Member] | Adjustment type 4 [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount       12,915,519 19,402,771
PEO | First PEO [Member] | Adjustment type 5 [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount       1,898,863 4,924,066
PEO | First PEO [Member] | Adjustment type 6 [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount       23,138,694 24,530,403
Non-PEO NEO | Adjustment type 1 [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 701,119 427,215 0 309,031 1,634,400
Non-PEO NEO | Adjustment type 2 [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 266,097 203,342 287,386 457,055 248,316
Non-PEO NEO | Adjustment type 3 [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 2,271,085 1,781,423 1,558,144 1,822,743 1,783,574
Non-PEO NEO | Adjustment type 4 [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 3,609,208 2,880,864 1,695,006 3,002,913 2,941,593
Non-PEO NEO | Adjustment type 5 [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 678,407 327,356 (1,305,293) 181,250 711,361
Non-PEO NEO | Adjustment type 6 [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ 4,836,782 $ 2,740,876 $ (335,770) $ 3,268,193 $ 3,727,742
v3.25.1
Award Timing Disclosure
 12 Months Ended
Dec. 31, 2024
Award Timing Disclosures [Line Items]  
Award Timing MNPI Disclosure
The HRCC approves and grants our regular annual equity awards, including any annual stock option awards, on the date of the HRCC's February meeting, which is generally scheduled at least 18 months in advance and is held following the public release of our annual earnings results. Neither the Board nor the HRCC takes any material non-public information into account when determining the timing or terms of such awards. The grant date is never selected or changed to increase the value of stock options or other equity awards for executives. The Company does not time the disclosure of any material non-public information for the purpose of affecting the value of executive compensation.
The following table contains information required by Item 402(x)(2) of Regulation S-K regarding stock options granted to our NEOs in the last completed fiscal year during the period from four business days before to one business day after the filing of the Company’s Annual Report on Form 10-K. The Company did not grant any stock options to our NEOs in the last completed fiscal year during the period from four business days before to one business day after the filing of any of the Company’s Quarterly Reports on Form 10-Q, or the filing or furnishing of any Current Report on Form 8-K that disclosed material nonpublic information.
Award Timing Method
Timing of Awards
The HRCC approves and grants our regular annual equity awards, including any annual stock option awards, on the date of the HRCC's February meeting, which is generally scheduled at least 18 months in advance and is held following the public release of our annual earnings results. Neither the Board nor the HRCC takes any material non-public information into account when determining the timing or terms of such awards. The grant date is never selected or changed to increase the value of stock options or other equity awards for executives. The Company does not time the disclosure of any material non-public information for the purpose of affecting the value of executive compensation.
The following table contains information required by Item 402(x)(2) of Regulation S-K regarding stock options granted to our NEOs in the last completed fiscal year during the period from four business days before to one business day after the filing of the Company’s Annual Report on Form 10-K. The Company did not grant any stock options to our NEOs in the last completed fiscal year during the period from four business days before to one business day after the filing of any of the Company’s Quarterly Reports on Form 10-Q, or the filing or furnishing of any Current Report on Form 8-K that disclosed material nonpublic information.
Award Timing MNPI Considered true
Awards Close in Time to MNPI Disclosures, Table
Name
Grant Date
Number of
securities
underlying
the award
(#) (a)
Exercise price
of the award
($/Sh) (b)
Grant date
fair value of
the award
($) (c)
Percentage change in the closing market price
of the securities underlying the award between
the trading day ending immediately prior to the
disclosure of material nonpublic information and
the trading day beginning immediately following
the disclosure of material nonpublic information
Mr. David S. Regnery
2/6/202441,711 270.23 3,200,068 <1%
Mr. Christopher J. Kuehn2/6/202411,406 270.23 875,068 <1%
Mr. Donald E. Simmons
2/6/20245,703 270.23 437,534 <1%
Mr. Paul A. Camuti2/6/20244,888 270.23 375,007 <1%
Mr. Evan M. Turtz2/6/20244,563 270.23350,073 <1%
(a)The amounts in this column reflect the stock option awards.
(b)Stock options were granted under the Company’s 2018 Plan, which requires options to be granted at an exercise price equal to or greater than the fair market value of the Company’s ordinary shares on the date of grant. The fair market value is defined in the 2018 Plan as the closing price of the Company’s ordinary shares listed on the NYSE on the grant date.
(c)Amounts in this column include the grant date fair value of the equity awards calculated in accordance with ASC 718. The Company cautions that the actual amount ultimately realized by each NEO from the stock option awards will likely vary based on a number of factors, including stock price fluctuations, differences from the valuation assumptions used and timing of exercise or applicable vesting. For a description of the assumptions made in valuing the equity awards see Note 14, “Share-Based Compensation” to the Company’s consolidated financial statements contained in its 2024 Form 10-K.
v3.25.1
Insider Trading Arrangements
 12 Months Ended
Dec. 31, 2024
Trading Arrangements, by Individual  
Material Terms of Trading Arrangement
The Company maintains an Insider Trading Policy that is reasonably designed to promote compliance with insider trading laws, rules, regulations, and NYSE listing standards. The policy is applicable to all directors, officers, employees, agents or advisors of the Company and its subsidiaries in and outside of the United States, and also applies to related persons of any of the foregoing. It is also the policy of the Company to comply with all applicable securities laws when transacting in its own securities, The full text of the Insider Trading Policy was filed as Exhibit 19.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, which was filed with the SEC on February 6, 2025, and available on the Company’s website at https://investors.tranetechnologies.com/.
v3.25.1
Insider Trading Policies and Procedures
 12 Months Ended
Dec. 31, 2024
Insider Trading Policies and Procedures [Line Items]  
Insider Trading Policies and Procedures Adopted true