Form 4: Carrier Global Executive Awarded Significant Long-Term Equity Incentives

Thomas Heim, President of CSE at Carrier Global Corp, was awarded 21,200 Stock Appreciation Rights and 5,950 Performance Share Units, aligning his compensation with the company's future performance and shareholder value.

Summary

• Thomas Heim, President, CSE, of Carrier Global Corp (CARR), was awarded equity incentives on June 19, 2025, as disclosed in a Form 4 filing.
• The awards include 21,200 Stock Appreciation Rights (SARs) with an exercise price of $69.86.
• These SARs become exercisable on February 6, 2028, and have an expiration date of June 18, 2035.
• Mr. Heim also received 5,950 Performance Share Units (PSUs) under the Carrier Global Corporation 2020 Long-Term Incentive Plan.
• Each PSU represents a contingent right to receive one share of Carrier Global Corporation common stock.
• The PSUs are scheduled to vest on February 6, 2028, contingent upon Mr. Heim's continued employment and the company's achievement of specific performance targets.
• The performance targets for the PSUs include earnings per share (EPS) growth and total shareholder return (TSR) relative to a subset of industrial companies in the S&P 500 index over a three-year period.

Sentiment

Score: 7

Explanation: The document reflects a positive alignment of executive incentives with long-term shareholder value creation and company performance through equity awards, which is generally viewed favorably. It is a routine compensation disclosure rather than a direct financial performance report.

Positives

• The equity awards, particularly the Performance Share Units (PSUs), directly link executive compensation to the achievement of pre-established financial performance targets (EPS growth and TSR), aligning management incentives with shareholder interests.
• The long-term nature of the incentives (vesting in 2028, SARs expiring in 2035) encourages a focus on sustainable growth and long-term value creation for Carrier Global Corp.

Risks

• The Performance Share Units (PSUs) are contingent on Carrier Global's achievement of specific earnings per share (EPS) growth and total shareholder return (TSR) targets, meaning the full award may not vest if these performance conditions are not met.
• The value of the Stock Appreciation Rights (SARs) is dependent on the future appreciation of Carrier Global's common stock price above the exercise price of $69.86, exposing the award to market fluctuations.

Future Outlook

The future outlook for the executive's equity compensation is directly tied to Carrier Global's ability to achieve pre-established performance targets, specifically earnings per share (EPS) growth and total shareholder return (TSR) relative to a subset of industrial companies in the S&P 500 index over a three-year period, leading up to the vesting date of February 6, 2028.

Management Comments

• The filing indicates that the transaction was made pursuant to a contract, instruction, or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c), suggesting a pre-planned compensation award.

Industry Context

The award of Stock Appreciation Rights (SARs) and Performance Share Units (PSUs) is a common practice in executive compensation across large industrial companies, designed to align the interests of executives with those of shareholders by linking compensation to company performance and stock price appreciation.

Comparison to Industry Standards

• The Performance Share Units (PSUs) are contingent on Carrier's achievement of earnings per share (EPS) growth and total shareholder return (TSR) relative to a subset of industrial companies in the S&P 500 index, which is a standard and robust benchmark for assessing relative performance within the industrial sector.

Corporate Governance

Related Party Transactions

• The award of Stock Appreciation Rights and Performance Share Units to Thomas Heim, an officer of Carrier Global Corp, constitutes a related party transaction as it involves compensation provided to a key management personnel.

Stakeholder Impact

• Shareholders: The performance-based nature of the PSUs aims to align executive interests with shareholder returns, potentially leading to increased long-term value.
• Employees (specifically Thomas Heim): Receives significant equity incentives, contingent on company performance and continued employment, providing a strong motivation for achieving corporate goals.

Next Steps

• Thomas Heim's continued employment with Carrier Global Corp is required for the vesting of the Performance Share Units (PSUs).
• Carrier Global Corp must achieve its pre-established performance targets for earnings per share (EPS) growth and total shareholder return (TSR) for the PSUs to fully vest by February 6, 2028.

Key Dates

Keywords

Carrier Global, CARR, SEC Form 4, Executive Compensation, Stock Appreciation Rights, Performance Share Units, Long-Term Incentive Plan, Equity Award, Thomas Heim, Insider Transaction