United Technologies Interactive Proxy 2018

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Director Nominees

  • Lloyd J. Austin III

  • Diane M. Bryant

  • John V. Faraci

  • Jean-Pierre Garnier

  • Gregory J. Hayes

  • Ellen J. Kullman

  • Marshall O. Larsen

  • Harold W. McGraw III

  • Margaret L. O'Sullivan

  • Fredric G. Reynolds

  • Brian C. Rogers

  • Christine Todd Whitman

View by Qualification:

  • View All
  • Financial

    • Diane M. Bryant
    • John V. Faraci
    • Gregory J. Hayes
    • Harold W. McGraw III
    • Marshall O. Larsen
    • Fredric G. Reynolds
    • Brian C. Rogers
  • Government

    • Lloyd J. Austin III
    • Margaret L. O'Sullivan
    • Christine Todd Whitman
  • International

    • Lloyd J. Austin III
    • Jean-Pierre Garnier
    • John V. Faraci
    • Harold W. McGraw III
    • Margaret L. O'Sullivan
    • Ellen J. Kullman
  • Knowledge of Company/Industry

    • John V. Faraci
    • Jean-Pierre Garnier
    • Gregory J. Hayes
    • Ellen J. Kullman
    • Harold W. McGraw III
    • Marshall O. Larsen
    • Brian C. Rogers
    • Christine Todd Whitman
  • Risk Management/Oversight

    • Lloyd J. Austin III
    • Diane M. Bryant
    • Gregory J. Hayes
    • Fredric G. Reynolds
    • Margaret L. O'Sullivan
    • Brian C. Rogers
    • Christine Todd Whitman
  • Senior Leadership

    • Lloyd J. Austin III
    • John V. Faraci
    • Jean-Pierre Garnier
    • Marshall O. Larsen
    • Harold W. McGraw III
    • Gregory J. Hayes
    • Ellen J. Kullman
    • Christine Todd Whitman
    • Brian C. Rogers
  • Technology & Innovation

    • Diane M. Bryant
    • Ellen J. Kullman
    • Jean-Pierre Garnier
    • Fredric G. Reynolds
  1. Gender
  2. More Diversity
  • Gender

View by years of Tenure:

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  • 0-2

  • 3-5

  • 6-10

  • 11-15

  • 15+

View by Independence:

Independent ()
Non-Independent ()

View by Committee:

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  • Audit


    Number of meetings: 7
    Chair: Edward A. Kangas (Not Standing for Re-election)

    Audit Committee Financial Expert

    - Edward A. Kangas

    - Marshall O. Larsen

    - Fredric G. Reynolds (Chair Designee)

    • Diane M. Bryant
    • Fredric G. Reynolds
    • Lloyd J. Austin III
    • Marshall O. Larsen
    • Margaret L. O'Sullivan
  • Compensation


    Number of meetings: 5
    Chair: Jean-Pierre Garnier

    • Jean-Pierre Garnier
    • John V. Faraci
    • Ellen J. Kullman
    • Harold W. McGraw III
    • Brian C. Rogers
  • Finance


    Number of meetings: 4
    Chair: John V. Faraci

    • John V. Faraci
    • Marshall O. Larsen
    • Gregory J. Hayes
    • Diane M. Bryant
    • Brian C. Rogers
    • Christine Todd Whitman
    • Fredric G. Reynolds
  • Governance and Public Policy


    Number of meetings: 4
    Chair: Ellen J. Kullman

    • Ellen J. Kullman
    • Lloyd J. Austin III
    • Jean-Pierre Garnier
    • Christine Todd Whitman
    • Harold W. McGraw III
    • Margaret L. O'Sullivan
  • Executive


    Number of meetings:
    Chair: Gregory J. Hayes

    • John V. Faraci
    • Jean-Pierre Garnier
    • Gregory J. Hayes
    • Ellen J. Kullman

View by Age:

  • View All
  • 0-45

  • 45-54

  • 55-64

  • 65-74

  • 75+

View by Leadership:

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  • Chairman and Chief Executive Officer


    Gregory J. Hayes
    • Gregory J. Hayes
  • Lead Director Designee


    Ellen J. Kullman
    • Ellen J. Kullman
Close

Lloyd J. Austin III

General, U.S. Army (Ret.) and Former Commander of U.S. Central Command


Age: 64
Director since: 2016
Independent: Yes
Board Committees:
Other Public Boards: Nucor Corporation, since 2017
Qualifications:

Experience:

  • Commander, U.S. Central Command (military leadership), 2013-2016
  • 33rd Vice Chief of Staff of the U.S. Army, 2012-2013
  • Commander of United States Forces — Iraq, 2010-2011

Other Leadership Experience and Service:

  • Class of 1951 Leadership Chair for the Study of Leadership, U.S. Military Academy at West Point
  • Board of Trustees, Auburn University
  • Board of Trustees, Carnegie Corporation of New York
  • Member, Council on Foreign Relations

Other Current Directorships:

  • Nucor Corporation, since 2017
  • Guest Services, Inc. (non-public)

Key Skills and Expertise: 

  • Government
  • Senior Leadership
  • International

Diane M. Bryant

Chief Operating Officer, Google Cloud


Age: 56
Director since: 2017
Independent: Yes
Board Committees:
Other Public Boards:
Qualifications:

Experience:

  • Chief Operating Officer, Google Cloud (cloud computing services), since 2017
  • Group President, Data Center Group, Intel Corporation (advanced technology, enterprise, cloud and communications infrastructure), 2017
  • Executive Vice President and General Manager, Data Center Group, Intel Corporation, 2012-2017
  • Corporate Vice President and Chief Information Officer, Intel Corporation, 2008-2012

Other Leadership Experience and Service:

  • Executive Sponsor, Network of Intel African American Employees
  • Member, Anita Borg Institute Technical Board
  • Intel spokesperson for STEM education
  • Established Diane Bryant Endowed Scholarship Fund for Diversity in Engineering at the University of California, Davis

Key Skills and Expertise: 

  • Technology and Innovation
  • Risk Management/Oversight (Cyber)
  • Financial

John V. Faraci

Retired Chairman & Chief Executive Officer, International Paper


Age: 68
Director since: 2005
Independent: Yes
Board Committees:
Other Public Boards: ConocoPhillips Company, since 2015
PPG Industries, Inc., since 2012
Qualifications:

Experience:

  • Chairman & Chief Executive Officer, International Paper (paper, packaging and distribution), 2003-2014
  • Executive Vice President and Chief Financial Officer, International Paper, 2000-2003
  • Chief Executive Officer and Managing Director, Carter Holt Harvey, Ltd. (former New Zealand subsidiary of International Paper), 1995-1999

Other Leadership Experience and Service:

  • Board of Trustees, American Enterprise Institute
  • Member, Council on Foreign Relations
  • Chairman, Board of Trustees, Denison University
  • Chairman, National Fish and Wildlife Foundation, 2014-2016

Other Current Directorships:

  • ConocoPhillips Company, since 2015
  • PPG Industries, Inc., since 2012

Key Skills and Expertise: 

  • Financial
  • Senior Leadership
  • Knowledge of Company/Industry

Jean-Pierre Garnier

Chairman of the Board of Directors, Idorsia Pharmaceuticals Ltd.


Age: 70
Director since: 1997
Independent: Yes
Board Committees:
Other Public Boards: Idorsia Pharmaceuticals Ltd., since 2017
Radius Health, Inc., since 2015
Qualifications:

Experience:

  • Chairman of the Board of Directors, Idorsia Pharmaceuticals Ltd. (biopharmaceuticals), since 2017
  • Operating Partner, Advent International (global private equity), since 2011
  • Chief Executive Officer, Pierre Fabre S.A. (pharmaceuticals), 2008-2010
  • Chief Executive Officer and Executive Member of the Board of Directors, GlaxoSmithKline plc (pharmaceuticals), 2000-2008
  • Chief Executive Officer, SmithKline Beecham plc (pharmaceuticals), 2000
  • Chief Operating Officer and Executive Member of the Board of Directors, SmithKline Beecham plc, 1996-2000

Other Leadership Experience and Service:

  • Advisory Board, Newman’s Own Foundation
  • Board of Trustees, Max Planck Florida Institute for Neuroscience
  • Knight Commander of the Order of the British Empire
  • Officier de la Légion d’Honneur of France

Other Current Directorships:

  • Chairman of the Board of Directors, Idorsia Pharmaceuticals Ltd., since 2017
  • Radius Health, Inc., since 2015
  • Chairman of the Board of Directors (non-executive), Alzheon, Inc. (non-public)

Former Public Company Directorships:

  • Chairman of the Board of Directors, Actelion Ltd., 2011-2017
  • Renault S.A., 2009-2016

Key Skills and Expertise: 

  • International
  • Technology and Innovation
  • Senior Leadership

Gregory J. Hayes

Chairman & Chief Executive Officer, United Technologies Corporation


Age: 57
Director since: 2014
Independent: No
Board Committees:
Other Public Boards: Nucor Corporation, since 2014
Qualifications:

Experience:

  • Chairman & Chief Executive Officer, United Technologies Corporation, since 2016
  • President, Chief Executive Officer and Director, 2014-2016
  • Senior Vice President and Chief Financial Officer, 2008-2014
  • Various senior positions since joining UTC in 1999 through the merger with Sundstrand Corporation, including Vice President, Accounting and Finance, and responsibility for UTC’s Corporate Strategy group

Other Current Directorships:

  • Nucor Corporation, since 2014

Key Skills and Expertise:

  • Senior Leadership
  • Financial
  • Knowledge of Company/Industry

Ellen J. Kullman

Retired Chair & Chief Executive Officer, E. I. du Pont de Nemours and Company


Age: 62
Director since: 2011
Independent: Yes
Board Committees:
Other Public Boards: Amgen, Inc., since 2016
Goldman Sachs, since 2016
Qualifications:

Experience:

  • Chair & Chief Executive Officer, E. I. du Pont de Nemours and Company (provider of basic materials and innovative products and services for diverse industries), 2009-2015
  • President, E. I. du Pont de Nemours and Company, 2008
  • Executive Vice President, E. I. du Pont de Nemours and Company, 2006-2008
  • Group Vice President, E. I. du Pont de Nemours and Company, 1988-2006

Other Leadership Experience and Service: 

  • Member, The Business Council
  • Member, National Academy of Engineering
  • Board of Advisors, Tufts University School of Engineering
  • Board of Trustees, Northwestern University
  • North American Advisory Council of Temasek Holdings

Other Current Directorships:

  • Amgen, Inc., since 2016
  • Goldman Sachs, since 2016
  • Dell Technologies (non-public)
  • Carbon3D, Inc. (non-public)

Key Skills and Expertise:

  • Technology and Innovation
  • Senior Leadership
  • Knowledge of Company/Industry

Marshall O. Larsen

Retired Chairman, President & Chief Executive Officer, Goodrich Corporation


Age: 69
Director since: 2012
Independent: Yes
Board Committees:
Other Public Boards: Air Lease Corporation, since 2014
Becton, Dickinson and Company, since 2007
Lowe’s Companies, Inc. (Lead Director), since 2004
Qualifications:

Experience:

  • Chairman, President & Chief Executive Officer, Goodrich Corporation (supplier of systems and services to the aerospace and defense industry), 2003-2012
  • President, Chief Operating Officer and Director, Goodrich Corporation, 2002-2003
  • Executive Vice President, Goodrich Corporation, and President and Chief Operating Officer, Goodrich Aerospace, 1995-2002

Other Current Directorships:

  • Air Lease Corporation, since 2014
  • Becton, Dickinson and Company, since 2007
  • Lowe’s Companies, Inc. (Lead Director), since 2004

Key Skills and Expertise: 

  • Knowledge of Company/Industry
  • Senior Leadership
  • Financial

Harold W. McGraw III

Chairman Emeritus, S&P Global, Inc. (formerly McGraw-Hill Financial, Inc.)


Age: 69
Director since: 2003
Independent: Yes
Board Committees:
Other Public Boards: Phillips 66 Company, since 2012
Qualifications:

Experience:

  • Chairman Emeritus, S&P Global Inc. (formerly McGraw Hill Financial, Inc.) (ratings, benchmarks and analytics for financial reports), since 2015
  • Chairman, McGraw Hill Financial, Inc., 1999-2015
  • President and Chief Executive Officer, The McGraw-Hill Companies, 1998-2013
  • President and Chief Operating Officer, The McGraw-Hill Companies, 1993-1998

Other Leadership Experience and Service:

  • Board of Trustees, Asia Society
  • Former Chairman, Business Roundtable
  • Board of Trustees, Carnegie Hall
  • Board of Directors, Committee Encouraging Corporate Philanthropy
  • Board of Trustees, New York Public Library
  • Chairman, U.S. Council for International Business
  • Member, U.S. Trade Representative’s Advisory Committee for Trade Policy and Negotiations
  • Honorary Chairman, International Chamber of Commerce

Other Current Directorships:

  • Phillips 66 Company, since 2012

Former Public Company Directorships:

  • ConocoPhillips Company, 2005-2012

Key Skills and Expertise: 

  • Financial
  • Senior Leadership
  • Knowledge of Company/Industry

Margaret L. O'Sullivan

Professor, Harvard University Kennedy School


Age: 48
Director since: 2017
Independent: Yes
Board Committees:
Other Public Boards:
Qualifications:

Experience:

  • Jeane Kirkpatrick Professor of the Practice of International Affairs, Harvard University Kennedy School (higher education), since 2009
  • Director of the Geopolitics of Energy Project, Harvard University Kennedy School, since 2011
  • Lecturer and Senior Fellow, Harvard University Kennedy School, 2008-2009
  • Deputy National Security Advisor for Iraq and Afghanistan, National Security Council, 2005-2007
  • Special Assistant to the President, National Security Council, 2004-2007
  • Deputy Director (Governance), Iraq Coalition Provisional Authority, 2003-2004
  • Principal Advisor to the President’s Special Envoy to the Northern Ireland Peace Process, U.S. Department of State, 2001-2003
  • Fellow, The Brookings Institution, 1997-2001

Other Leadership Experience and Service: 

  • Adjunct Senior Fellow, Council on Foreign Relations
  • Board of Trustees, Friends of Inter-Mediate
  • Advisory Council, George W. Bush Institute Women’s Initiative
  • International Advisory Board, Linklaters LLP
  • Board of Trustees, The German Marshall Fund of the United States
  • Board of Directors, The Mission Continues
  • Executive Committee, Trilateral Commission

Key Skills and Expertise: 

  • International
  • Government
  • Risk Management/Oversight (Political Risk)

Fredric G. Reynolds

Retired Executive Vice President & Chief Financial Officer, CBS Corporation


Age: 67
Director since: 2016
Independent: Yes
Board Committees:
Other Public Boards: Hess Corporation, since 2013
Mondelez International, Inc. (formerly Kraft Foods, Inc.), since 2007
Qualifications:

Experience:

  • Executive Vice President and Chief Financial Officer, CBS Corporation (mass media), 2005-2009
  • President and Chief Executive Officer, Viacom Television Stations Group (CBS predecessor), 2001-2005
  • Executive Vice President and Chief Financial Officer, Viacom, Inc., 2000-2001
  • Executive Vice President and Chief Financial Officer, Westinghouse Electric Corporation, 1994-2000
  • Various positions at PepsiCo, Inc., 1982-1994

Other Current Directorships:

  • Hess Corporation, since 2013
  • Mondelez International, Inc. (formerly Kraft Foods, Inc.), since 2007
  • MGM Holdings, Inc. (non-public)
  • NEP Group, Inc. (non-public)
  • Pinterest (non-public)

Former Public Company Directorships:

  • AOL, Inc., 2009-2015

Key Skills and Expertise: 

  • Financial
  • Risk Management/Oversight
  • Technology and Innovation

Brian C. Rogers

Non-Executive Chairman, T. Rowe Price Group, Inc.


Age: 62
Director since: 2016
Independent: Yes
Board Committees:
Other Public Boards: Chairman of the Board (non-executive),
T. Rowe Price Group, Inc., since 2017
Qualifications:

Experience:

  • Chairman of the Board of Directors, T. Rowe Price Group, Inc. (investment management), 2007-2017
  • Chief Investment Officer, T. Rowe Price Group, Inc., 2004-2017
  • Various other senior leadership roles since joining T. Rowe Price Group, Inc., in 1982

Other Leadership Experience and Service:

  • Chairman, Finance Committee, Archdiocese of Baltimore
  • Board of Directors, Greater Baltimore Committee
  • Board of Directors, Harvard Management Company
  • Board of Trustees, Johns Hopkins Medicine
  • Maryland Economic Development Commission

Other Current Directorships:

  • Chairman of the Board (non-executive), T. Rowe Price Group, Inc., since 2017

Key Skills and Expertise: 

  • Financial
  • Risk Management/Oversight
  • Senior Leadership

Christine Todd Whitman

President, The Whitman Strategy Group


Age: 71
Director since: 2003
Independent: Yes
Board Committees:
Other Public Boards:
Qualifications:

Experience:

  • President, The Whitman Strategy Group (environmental and energy consulting), since 2004
  • Administrator, U.S. Environmental Protection Agency, 2001-2003
  • Governor, State of New Jersey, 1994-2001

Other Leadership Experience and Service:

  • Chair, Board of Directors, American Security Project
  • Board of Directors, Center for Sustainable Shale Development
  • Co-Chair, Clean and Safe Energy Coalition
  • Advisory Board, Corporate Eco Forum
  • Member, Council on Foreign Relations
  • Vice Chair, Board of Trustees, Eisenhower Fellowships
  • Senior Advisory Committee, Institute of Politics at Harvard University Kennedy School
  • Advisory Board, The Northeast Maglev
  • Advisory Board, Terrestrial Energy

Former Public Company Directorships: 

  • Texas Instruments, Inc., 2003-2017

Key Skills and Expertise: 

  • Government
  • Senior Leadership
  • Knowledge of Company/Industry

Meeting Highlights

The Venue

UTC Center for Intelligent Buildings 13995 Pasteur Boulevard
Palm Beach Gardens, Florida 33418

Date/Time:

April 30, 2018 08:00 a.m. Eastern Time

Meeting begins in:

00 Days
00 Hours
00 Minutes
00 Seconds

Items of Business:

Item Board Rec.
Election of the Twelve Director Nominees Listed in the Proxy Statement. check-box
Advisory Vote to Approve Executive Compensation. check-box
Approve the UTC 2018 Long-Term Incentive Plan. check-box
Appoint PricewaterhouseCoopers LLP to Serve as Independent Auditor for 2018. check-box
Approve an Amendment to the Restated Certificate of Incorporation to Eliminate Supermajority Voting for Certain Business Combinations. check-box
Consideration of the Shareowner Proposal Set Forth in the Proxy Statement, if Properly Presented. x
Other Business, if Properly Presented.

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