Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
On October 19, 2020, Carrier Global Corporation ("Carrier" or the "Company")
announced the appointment of Patrick Goris, age 49, to serve as the Company's
Senior Vice President & Chief Financial Officer ("CFO"), effective November 16,
2020. Mr. Goris will succeed Timothy McLevish, age 65, who will retire on
February 15, 2021. Mr. McLevish will remain with the Company until his
retirement in the role of Special Advisor to Carrier's President & CEO Dave
Gitlin.
Since 2017, Mr. Goris has served as the Senior Vice President and Chief
Financial Officer of Rockwell Automation, Inc., a publicly traded provider of
industrial automation and digital transformation solutions. Mr. Goris previously
held other roles with Rockwell Automation, serving as Vice President, Investor
Relations and Vice President, Finance, Architecture & Software from 2015 to
2017, and as Vice President, Finance, Architecture & Software, Operations and
Engineering Services from 2013 to 2015. Mr. Goris has served as a director of
Lincoln Electric Holdings, Inc., a welding products company, since 2018.
The Company has entered into an offer letter with Mr. Goris setting forth his
compensation terms as CFO, including a base annual salary of $700,000 and,
commencing in 2021, an annual bonus target of 100% of base salary. Additionally,
the offer letter provides that, after commencing employment, Mr. Goris will be
awarded a sign-on equity grant with a target grant date value of $4,000,000,
consisting of 50% stock appreciation rights and 50% restricted stock units,
vesting one third per year for three years, generally subject to continued
employment through the applicable vesting date. The offer letter further
provides that Mr. Goris will receive a sign-on cash award of $1,000,000, payable
in December 2020, which is subject to repayment if Mr. Goris voluntarily resigns
within 24 months after the payment date. These sign-on awards, which are
intended to replace unvested equity awards from Rockwell Automation, are
contingent on Mr. Goris commencing employment with Carrier before December 8,
2020, which is when certain awards that he received from Rockwell Automation
will vest if he were to continue to work for that company. Mr. Goris will
participate in Carrier's employee benefit and executive compensation programs
provided to senior executives.
Item 7.01 Regulation FD Disclosure
On October 19, 2020, Carrier issued a press release announcing the appointment
of Mr. Goris as CFO, which included a statement regarding Carrier's 2020 outlook
and trends. A copy of the press release is furnished herewith as Exhibit 99.1,
is incorporated herein by reference, and shall not be deemed filed for the
purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), or otherwise subject to the liabilities of that section and
shall not be deemed to be incorporated by reference into any filing under the
Securities Act of 1933, as amended, or the Exchange Act, except as shall be
expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
99.1 Press release, dated October 19, 2020.
104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL
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