CARRIER GLOBAL CORP, DEF 14A filed on 3/3/2026
Proxy Statement (definitive)
v3.25.4
Cover
12 Months Ended
Dec. 31, 2025
Document Information [Line Items]  
Document Type DEF 14A
Amendment Flag false
Entity Information [Line Items]  
Entity Registrant Name Carrier Global Corporation
Entity Central Index Key 0001783180
v3.25.4
Pay vs Performance Disclosure
12 Months Ended
Dec. 31, 2025
USD ($)
$ / shares
Dec. 31, 2024
USD ($)
$ / shares
Dec. 31, 2023
USD ($)
$ / shares
Dec. 31, 2022
USD ($)
$ / shares
Dec. 31, 2021
USD ($)
$ / shares
Pay vs Performance Disclosure          
Pay vs Performance Disclosure, Table
Year
(a)
SUMMARY
COMPENSATION
TABLE (SCT)
TOTAL FOR
CEO
($)1
(b)
COMPENSATION
ACTUALLY PAID
(“CAP”) TO CEO
($)2
(c)
AVERAGE SCT
TOTAL FOR
NON-CEO NEOS
($)3
(d)
AVERAGE CAP
TO NON-CEO
NEOS
($)4
(e)
VALUE OF INITIAL FIXED $100
INVESTED BASED ON
NET INCOME
(GAAP)
($B)7
(h)
ADJUSTED
DILUTED
EARNINGS PER
SHARE (EPS)
($)8
(i)
CUMULATIVE
TOTAL
SHAREOWNER
RETURN (TSR)
($)5
(f)
CUMULATIVE
DOW JONES
INDUSTRIAL
INDEX TSR
($)6
(g)
2025
14,962,913
(27,792,296)
4,652,477
754,006
149
173
1.484
2.59
2024
65,734,245
112,171,337
5,517,288
9,534,871
191
150
5.604
2.90
2023
17,695,200
42,696,403
5,310,858
8,750,047
159
131
1.349
2.73
2022
13,222,247
(20,060,104)
3,819,391
(6,280,707)
112
113
3.534
2.34
2021
14,892,815
61,128,628
4,734,191
17,061,157
145
121
1.664
2.27
       
Company Selected Measure Name 8Adjusted EPS        
Named Executive Officers, Footnote The dollar amounts reported in column (b) are the amounts of total compensation reported for Mr. Gitlin (our CEO) for each corresponding year in the “Total” column
of the Summary Compensation Table. Refer to “Compensation Tables — Summary Compensation Table.”
The dollar amounts reported in column (d) represent the average of the amounts reported for the company’s NEOs as a group (excluding Mr. Gitlin, who has served
as our CEO since 2020) in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the NEOs (excluding Mr. Gitlin)
included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2025, Messrs. Goris, Gierges, Pandya and Dryden; (ii) for
2024, Messrs. Goris, Pandya, Agrawal, O’Connor and Timperman; (iii) for 2023, Messrs. Goris, Timperman, White, O’Connor and Nelson; and (iv) for 2022 and 2021,
Messrs. Goris, Nelson, White and Timperman.
       
Peer Group Issuers, Footnote Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a
return is indicated. The peer group used for this purpose is the Dow Jones Industrials Index.
       
PEO Total Compensation Amount $ 14,962,913 $ 65,734,245 $ 17,695,200 $ 13,222,247 $ 14,892,815
PEO Actually Paid Compensation Amount $ (27,792,296) 112,171,337 42,696,403 (20,060,104) 61,128,628
Adjustment To PEO Compensation, Footnote The dollar amounts reported in column (c) represent the amount of CAP to Mr. Gitlin, as computed in accordance with Item 402(v) of Regulation S-K. The dollar
amounts do not reflect the actual amount of compensation earned by or paid to Mr. Gitlin during the applicable year. In accordance with the requirements of Item
402(v) of Regulation S-K, the following adjustments were made to Mr. Gitlin’s total compensation for each year to determine the CAP:
Year
REPORTED
SCT TOTAL
FOR CEO
($)
GRANT DATE FAIR
VALUE
OF EQUITY
AWARDS
($)a
EQUITY AWARD
ADJUSTMENTS
($)b
REPORTED CHANGE IN
THE ACTUARIAL
PRESENT VALUE OF
PENSION BENEFITS
($)c
PENSION BENEFIT
ADJUSTMENTS
($)d
CAP TO CEO
2025
14,962,913
(11,381,713)
(31,135,835)
(237,661)
(27,792,296)
2024
65,734,245
(60,791,211)
107,407,703
(179,400)
112,171,337
2023
17,695,200
(12,021,241)
37,058,763
(36,319)
42,696,403
2022
13,222,247
(9,013,937)
(24,268,414)
(20,060,104)
2021
14,892,815
(9,067,330)
55,303,143
61,128,628
aThe grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary
Compensation Table for the applicable year for the CEO.
bThe equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity
awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year
(from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii)
for awards that are granted and vested in same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the
applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that
are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior
fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not
otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The amounts deducted or
added in calculating the equity award adjustments are as follows:
Year
YEAR-END FAIR
VALUE (FV) OF
EQUITY AWARDS
GRANTED IN THE
YEAR
($)
YEAR-OVER-
YEAR CHANGE
IN FV OF
OUTSTANDING
AND UNVESTED
EQUITY AWARDS
($)
FV AS OF
VESTING
DATE OF
EQUITY
AWARDS
GRANTED
AND VESTED
IN THE YEAR
($)
YEAR-OVER-
YEAR CHANGE
IN FV OF
EQUITY
AWARDS
GRANTED IN
PRIOR YEARS
THAT VESTED
IN THE YEAR
($)
FV AT THE END
OF THE PRIOR
YEAR OF EQUITY
AWARDS THAT
FAILED TO MEET
VESTING
CONDITIONS IN
THE YEAR
($)
VALUE OF
DIVIDENDS OR
OTHER EARNINGS
PAID ON STOCK
OR OPTION
AWARDS NOT
OTHERWISE
REFLECTED IN FV
OR TOTAL
COMPENSATION
($)
TOTAL EQUITY
AWARD
ADJUSTMENTS
($)
2025
7,752,767
(41,818,949)
2,930,347
(31,135,835)
2024
93,741,792
6,543,629
7,122,282
107,407,703
2023
18,973,490
14,865,035
3,220,238
37,058,763
2022
7,609,658
(30,657,192)
(1,220,880)
(24,268,414)
2021
17,023,203
38,207,535
72,405
55,303,143
cThe amounts included in this column are the amounts reported in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column of
the Summary Compensation Table for each applicable year for the CEO.
dAs described in the Pension Benefits Table on page 51, the PPP, the company’s nonqualified and unfunded defined benefit plan, was frozen effective
December 31, 2019. Therefore, there are no service costs or prior service costs to report.
3
       
Non-PEO NEO Average Total Compensation Amount $ 4,652,477 5,517,288 5,310,858 3,819,391 4,734,191
Non-PEO NEO Average Compensation Actually Paid Amount $ 754,006 9,534,871 8,750,047 (6,280,707) 17,061,157
Adjustment to Non-PEO NEO Compensation Footnote The dollar amounts reported in column (e) represent the average amount of CAP to the NEOs as a group (excluding Mr. Gitlin), as computed in accordance with Item
402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding
Mr. Gitlin) during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total
compensation for the NEOs as a group (excluding Mr. Gitlin) for each year to determine the CAP, using the same methodology described above in Note 2:
Year
AVERAGE
REPORTED SCT
TOTAL FOR
NON-CEO NEOS
AVERAGE
REPORTED VALUE
OF EQUITY AWARDS
($)a
AVERAGE
EQUITY AWARD
ADJUSTMENTS
($)b
AVERAGE REPORTED
CHANGE IN THE
ACTUARIAL PRESENT
VALUE OF PENSION
BENEFITS
($)c
AVERAGE
PENSION
BENEFIT
ADJUSTMENTS
($)d
AVERAGE CAP
TO NON-CEO
NEOS
2025
4,652,477
(2,857,251)
(1,041,220)
754,006
2024
5,517,288
(3,822,311)
7,844,464
(4,570)
9,534,871
2023
5,310,858
(3,784,413)
7,229,085
(5,483)
8,750,047
2022
3,819,391
(2,189,525)
(7,910,573)
(6,280,707)
2021
4,734,191
(2,724,373)
15,051,339
17,061,157
aThe grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary
Compensation Table for the applicable year for the non-CEO NEOs.
bThe amounts deducted or added in calculating the total average equity award adjustments for non-CEO NEOs in accordance with the methodology outlined in
footnote 2(b) above are as follows:
Year
YEAR-END
AVERAGE FAIR
VALUE (FV) OF
EQUITY AWARDS
GRANTED IN
THE YEAR
($)
YEAR-OVER-
YEAR AVERAGE
CHANGE IN FV OF
OUTSTANDING
AND
UNVESTED
EQUITY
AWARDS
($)
AVERAGE FV
AS OF VESTING
DATE OF
EQUITY
AWARDS
GRANTED AND
VESTED IN THE
YEAR
($)
YEAR-OVER-
YEAR AVERAGE
CHANGE IN FV
OF EQUITY
AWARDS
GRANTED IN
PRIOR YEARS
THAT VESTED
IN THE YEAR
($)
AVERAGE FV
AT THE END OF
THE PRIOR
YEAR OF
EQUITY
AWARDS THAT
FAILED TO
MEET VESTING
CONDITIONS IN
THE YEAR
($)
AVERAGE VALUE
OF DIVIDENDS OR
OTHER EARNINGS
PAID ON STOCK OR
OPTION AWARDS
NOT OTHERWISE
REFLECTED IN FV
OR TOTAL
COMPENSATION
($)
TOTAL AVERAGE
EQUITY AWARD
ADJUSTMENTS
($)
2025
2,015,577
(3,508,036)
451,239
(1,041,220)
2024
4,592,567
1,831,659
1,420,238
7,844,464
2023
4,271,355
2,152,742
804,988
7,229,085
2022
1,848,414
(4,513,074)
(5,245,913)
(7,910,573)
2021
4,292,775
9,886,398
872,166
15,051,339
cThe amounts included in this column are the total average amounts reported in the “Change in Pension Value and Nonqualified Deferred Compensation
Earnings” column of the Summary Compensation Table for each applicable year for non-CEO NEOs.
dAs described in the Pension Benefits Table on page 51, the PPP, the company’s nonqualified and unfunded defined benefit plan, was frozen effective December
31, 2019. Therefore, there are no service costs or prior service costs to report.
       
Compensation Actually Paid vs. Total Shareholder Return
CAP vs. Cumulative TSR
CAP-vs-Cumulative-TSR-Net-Income-Chart-2026-rgb3.jpg
       
Compensation Actually Paid vs. Net Income
CAP vs. GAAP Net Income
CAP-vs-GAAP-Net-Income-Chart-2026-rgb.jpg
       
Compensation Actually Paid vs. Company Selected Measure
CAP vs. Adjusted EPS
CAP-vs-Adjusted-Net-Income-Chart-2026-rgb2.jpg
       
Total Shareholder Return Vs Peer Group
CAP vs. Cumulative TSR
CAP-vs-Cumulative-TSR-Net-Income-Chart-2026-rgb3.jpg
       
Total Shareholder Return Amount $ 149 191 159 112 145
Peer Group Total Shareholder Return Amount 173 150 131 113 121
Net Income (Loss) $ 1,484,000,000 $ 5,604,000,000 $ 1,349,000,000 $ 3,534,000,000 $ 1,664,000,000
Company Selected Measure Amount | $ / shares 2.59 2.90 2.73 2.34 2.27
PEO Name Mr. Gitlin        
Additional 402(v) Disclosure Cumulative TSR is calculated by (i) dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment; and (ii) the
difference between the company’s share price at the end and the beginning of the measurement period by the company’s share price at the beginning of the
measurement period. The company’s TSR and Dow Jones Industrials Index TSR are calculated using a measurement period beginning December 31, 2020, through
and including the end of the applicable fiscal year and based on a fixed investment of $100 at the measurement point.
The dollar amounts reported represent the amount of net earnings reflected in the company’s audited financial statements for the applicable year.As required by Item 402(v) of Regulation S‑K, the following graphs reflect the relationship between CAP and: (i) Cumulative TSR
for Carrier and the Dow Jones Industrials Index, (ii) Carrier’s net income, and (iii) Carrier’s adjusted EPS, the company-selected
measure. This disclosure is based on SEC‑prescribed calculations and does not reflect all performance measures used by the
company in its executive compensation program. For information regarding the company’s executive compensation philosophy and
how executive compensation is aligned with the company’s financial and operational performance, refer to the "Compensation
Discussion and Analysis."
       
Measure:: 1          
Pay vs Performance Disclosure          
Name ▪Relative TSR        
Measure:: 2          
Pay vs Performance Disclosure          
Name ▪Adjusted EPS        
Non-GAAP Measure Description Adjusted EPS represents diluted earnings per share (a GAAP measure), excluding restructuring costs, amortization of acquired intangibles and other
significant items. Also see Appendix A beginning on page 72 for a reconciliation.
       
Measure:: 3          
Pay vs Performance Disclosure          
Name ▪Sales        
Measure:: 4          
Pay vs Performance Disclosure          
Name ▪Adjusted Operating Profit        
Measure:: 5          
Pay vs Performance Disclosure          
Name ▪Free Cash Flow        
PEO | Aggregate Change in Present Value of Accumulated Benefit for All Pension Plans Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ (237,661) $ (179,400) $ (36,319) $ 0 $ 0
PEO | Aggregate Pension Adjustments Service Cost          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0 0 0 0 0
PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (11,381,713) (60,791,211) (12,021,241) (9,013,937) (9,067,330)
PEO | Equity Awards Adjustments, Excluding Value Reported in Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (31,135,835) 107,407,703 37,058,763 (24,268,414) 55,303,143
PEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 7,752,767 93,741,792 18,973,490 7,609,658 17,023,203
PEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (41,818,949) 6,543,629 14,865,035 (30,657,192) 38,207,535
PEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0 0 0 0 0
PEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 2,930,347 7,122,282 3,220,238 (1,220,880) 72,405
PEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0 0 0 0 0
PEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0 0 0 0 0
Non-PEO NEO | Aggregate Change in Present Value of Accumulated Benefit for All Pension Plans Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0 (4,570) (5,483) 0 0
Non-PEO NEO | Aggregate Pension Adjustments Service Cost          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0 0 0 0 0
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (2,857,251) (3,822,311) (3,784,413) (2,189,525) (2,724,373)
Non-PEO NEO | Equity Awards Adjustments, Excluding Value Reported in Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (1,041,220) 7,844,464 7,229,085 (7,910,573) 15,051,339
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 2,015,577 4,592,567 4,271,355 1,848,414 4,292,775
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (3,508,036) 1,831,659 2,152,742 (4,513,074) 9,886,398
Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0 0 0 0 0
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 451,239 1,420,238 804,988 (5,245,913) 872,166
Non-PEO NEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0 0 0 0 0
Non-PEO NEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ 0 $ 0 $ 0 $ 0 $ 0
v3.25.4
Award Timing Disclosure
12 Months Ended
Dec. 31, 2025
Feb. 06, 2025
USD ($)
shares
$ / shares
Award Timing Disclosures [Line Items]    
Award Timing MNPI Disclosure Generally, equity grants to executives have been approved at regularly scheduled Committee or Board meetings, except for special
situations such as new hire grants. Since we became a public company in 2020, our annual grants to executives (including in 2025)
have been approved at the first regularly scheduled meeting of the Committee and Board, respectively, during the applicable year,
which are scheduled long in advance. We do not time material nonpublic information (“MNPI”) disclosure for purposes of affecting
the value of executive compensation. The Board and Committee do not take MNPI into account when determining the timing and
terms of awards.
The following table presents information regarding SARs issued to our NEOs in fiscal year 2025 during any period beginning four
business days before the filing of a periodic report or current report disclosing material nonpublic information and ending one
business day after the filing or furnishing of such report with the SEC. Mr. Gierges is not included in the table as he did not receive
a 2025 annual award in February.
NAME
Grant Date
Number of
Securities
Underlying
the Award
Exercise Price
of the Award
($)
Grant Date Fair
Value of the
Award
($)
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 the
Material Nonpublic Information (%)
D. Gitlin
06-Feb-2025
321,970
65.21
5,747,165
(3.97)%
P. Goris
06-Feb-2025
97,405
65.21
1,738,679
(3.97)%
G. Pandya
06-Feb-2025
66,965
65.21
1,195,325
(3.97)%
E. Dryden
06-Feb-2025
57,310
65.21
1,022,984
(3.97)%
 
Award Timing Method The Board and Committee do not take MNPI into account when determining the timing and terms of awards.  
Award Timing Predetermined true  
Award Timing MNPI Considered false  
Award Timing, How MNPI Considered We do not time material nonpublic information (“MNPI”) disclosure for purposes of affecting the value of executive compensation.  
MNPI Disclosure Timed for Compensation Value false  
Awards Close in Time to MNPI Disclosures, Table
NAME
Grant Date
Number of
Securities
Underlying
the Award
Exercise Price
of the Award
($)
Grant Date Fair
Value of the
Award
($)
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 the
Material Nonpublic Information (%)
D. Gitlin
06-Feb-2025
321,970
65.21
5,747,165
(3.97)%
P. Goris
06-Feb-2025
97,405
65.21
1,738,679
(3.97)%
G. Pandya
06-Feb-2025
66,965
65.21
1,195,325
(3.97)%
E. Dryden
06-Feb-2025
57,310
65.21
1,022,984
(3.97)%
 
D. Gitlin [Member]    
Awards Close in Time to MNPI Disclosures    
Name   D. Gitlin
Underlying Securities | shares   321,970
Exercise Price | $ / shares   $ 65.21
Fair Value as of Grant Date | $   $ 5,747,165
Underlying Security Market Price Change   (0.0397)
P. Goris [Member]    
Awards Close in Time to MNPI Disclosures    
Name   P. Goris
Underlying Securities | shares   97,405
Exercise Price | $ / shares   $ 65.21
Fair Value as of Grant Date | $   $ 1,738,679
Underlying Security Market Price Change   (0.0397)
G. Pandya [Member]    
Awards Close in Time to MNPI Disclosures    
Name   G. Pandya
Underlying Securities | shares   66,965
Exercise Price | $ / shares   $ 65.21
Fair Value as of Grant Date | $   $ 1,195,325
Underlying Security Market Price Change   (0.0397)
E. Dryden [Member]    
Awards Close in Time to MNPI Disclosures    
Name   E. Dryden
Underlying Securities | shares   57,310
Exercise Price | $ / shares   $ 65.21
Fair Value as of Grant Date | $   $ 1,022,984
Underlying Security Market Price Change   (0.0397)
v3.25.4
Insider Trading Policies and Procedures
12 Months Ended
Dec. 31, 2025
Insider Trading Policies and Procedures [Line Items]  
Insider Trading Policies and Procedures Adopted true