Ingersoll Rand Inc. (IR): Other Michael Weatherred to retire

Events in this filing

Item 5.02 as filed

Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Retirement of Michael Weatherred, Senior Vice President, Precision and Science Technologies (“PST”) Segment, and
Demand Generation and Execution (“DGX”)
On October 27, 2026, Michael Weatherred, Senior Vice President, Precision and Science Technologies (“PST”) Segment, and Demand Generation and Execution
(“DGX”) of Ingersoll Rand Inc. (the “Company”) provided notification of his retirement from such position, effective immediately and agreed to serve in an advisory role through May 2028.
Employment and Equity Award Agreements for Vicente Reynal, Chief Executive Officer
The executive compensation philosophy of the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of the Company is centered on
two key tenets: (i) building long-term value for stockholders and (ii) driving employee engagement and retention. In line with this philosophy, and cognizant of discussions from stockholder engagement, the Committee approved, the grant of an
additional performance-based leadership equity incentive award (the “New Performance-Based Award”) to Vicente Reynal, the Company’s Chief Executive Officer (CEO) and Chairman of the Board, under the Ingersoll Rand Inc. 2026 Omnibus Incentive Plan
(the “Omnibus Plan”). On October 27, 2026, the Committee also approved, effective as of such date, an amended and restated employment agreement with Mr. Reynal (the “Employment Agreement”).
Mr. Reynal’s vision and leadership have been integral to the Company’s growth and success. During his tenure, the Company has experienced significant
stockholder value creation. The Committee approved the New Performance-Based Award and Employment Agreement to motivate Mr. Reynal to continue to drive this track record of financial outperformance and retain him as the Company’s CEO for the
foreseeable future.
New Performance-Based Award
Pursuant to the Employment Agreement, the New Performance-Based Award has two components. First, a grant, expected to be made on November 23, 2026, of
226,098 Performance Stock Units (“PSUs”) (valued at approximately $17.1 million based upon the Company’s closing stock price on the effective date of the Employment Agreement) that vest if the Company achieves robust earnings growth objectives during
the period beginning on January 1, 2027 and ending on December 31, 2031 (the “Performance Period”), and Mr. Reynal remains employed through the Performance Period. Second, conditional annual grants of stock options as described below under
“Performance-Conditioned Stock Option Grants.”
Key design elements of the New Performance-Based Award include: (a) 100% of the award is contingent on the Company exceeding preset robust earnings growth
targets, (b) a five-year performance period for all PSUs and five year cliff-vesting for the stock options, (c) no guaranteed compensation, (d) a requirement of continued employment during the entire performance period for full vesting (except in
limited circumstances), and (e) change in control provisions that require “double trigger” vesting if assumed by a buyer.
Performance Stock Units
PSUs will be earned and vested based upon achieving earnings growth objectives. For the PSUs to fully vest, the Company must achieve a five-year compounded
annual growth rate (“CAGR”) in respect of Adjusted EPS (as defined below) of 10%, subject to adjustment pursuant to an annual ROIC modifier as described below.
The PSUs are eligible to vest based on the level of CAGR of the Company’s Adjusted EPS during the Performance Period as compared to the 2026 Adjusted EPS
baseline amount determined by the Committee. The number of PSUs that vest, if any, will be based on the Adjusted EPS CAGR during the Performance Period as determined by the Committee based on the table below (subject to adjustment by the ROIC
modifier).
Percentage of PSUs Eligible to Vest
Adjusted EPS CAGR Goals
50%
≥8%
100%
≥10%
If performance is between the two goals set forth in the table above, the percentage of PSUs that will vest will be determined by linear interpolation
between 50% and 100% (subject to adjustment by the ROIC modifier).
The total number of PSUs determined to vest at the end of the Performance Period based on the table above will be adjusted pursuant to the ROIC modifier as
follows:
Annual ROIC
Condition
Per-Fiscal Year
Adjustment
FY
2027
FY
2028
FY
2029
FY
2030
FY
2031
Max Cumulative Impact
on the EPS Vested PSUs
Greater than 200
+2% per fiscal year
+2%
+2%
+2%
+2%
+2%
+10%
Annual ROIC is ≥
0 and ≤ 200
No adjustment
0%
0%
0%
0%
0%
0%
Less than 0
−2% per fiscal year
−2%
−2%
−2%
−2%
−2%
−10%
The ROIC modifier adjustments will be determined by the Committee on a year-by-year basis (utilizing a five point quarterly average) and then aggregated,
such that the net impact on the vested PSUs from the ROIC modifier may range from −10% to +10% depending on the mix of Annual ROIC results across the five fiscal years during the Performance Period. Additionally, the Committee may, in its reasonable
discretion, make such equitable adjustments to any performance metrics (including the calculation methodology related thereto or any components thereof) that it determines to be necessary to prevent enlargement or diminution of the benefits or
potential benefits intended to be provided pursuant to the PSU award agreement.
Vesting is subject to Mr. Reynal’s continued employment through December 31, 2031; however, if there is a Qualifying Termination or Mr. Reynal dies or
becomes permanently disabled, in each case, after the expiration of the Performance Period and before the date on which the Committee certifies the level of performance achieved (the “PSU Vesting Date”), he remains entitled to receive the number of
PSUs that the Committee certifies has become vested.
If Mr. Reynal dies, becomes permanently disabled or experiences a Qualifying Termination prior to the end of the Performance Period, the calculation to
determine the number of PSUs, if any, that will become vested will be conducted as though (i) the last day of the Performance Period was the date on which such termination occurs,(ii) the Company’s Adjusted EPS will be the Adjusted EPS for the last
four completed fiscal quarters during the Performance Period prior to the date of such termination (or, if there are not four completed fiscal quarters at the time of such termination, then all of the PSUs will be forfeited on the date of such
termination) and, if the reason for such termination is a Qualifying Termination, the number of PSUs that will become vested will be prorated by the number of days Mr. Reynal was employed during the Performance Period, and (iii) the ROIC modifier
applies only to completed fiscal years during the Performance Period (assuming the last day of the Performance Period was the date on which the termination occurs).
If a change in control occurs following the expiration of the Performance Period but prior to the PSU Vesting Date, then the PSUs will vest on the closing
of such change in control based on the achievement of Adjusted EPS in accordance with the table above (after giving effect to the ROIC modifier) so long as Mr. Reynal has remained in continuous employment with the Company through such change in
control.
If a change in control occurs during the Performance Period and the PSUs are not assumed, then 100% of the PSUs (after giving effect to the ROIC modifier)
will become vested on the closing of the change in control so long as Mr. Reynal has remained continuously employed through such change in control.
If a change in control occurs prior to the expiration of the Performance Period and the PSUs are assumed by the successor to the Company, 100% of the PSUs
(after giving effect to the ROIC modifier for completed fiscal years as of the date of the change in control) will become vested (i) on the last day of the Performance Period so long as Mr. Reynal has remained continuously employed through such last
day or (ii) on the date of his termination if Mr. Reynal is terminated due to death, permanent disability or a Qualifying Termination following such change in control but prior to the end of the Performance Period.
Performance-Conditioned Stock Option Grants
Under his Employment Agreement, Mr. Reynal will be eligible to receive stock options to purchase shares of Common Stock in respect of fiscal years 2027
through 2031, based on growth of the Company’s Adjusted EPS as follows:
•
stock options to purchase 50,000 shares of Common Stock for any such fiscal year where the Company’s Adjusted EPS growth is equal to 9% over the Company’s Adjusted EPS for the
prior fiscal year; or
•
stock options to purchase 100,000 shares of Common Stock for any such fiscal year where the Company’s Adjusted EPS growth is equal to or greater than 10% over the Company’s
Adjusted EPS for the prior fiscal year; or
•
stock options to purchase a number of shares of Common Stock for such fiscal year as will be determined by linear interpolation between 50,000 and 100,000 if the Company’s
Adjusted EPS growth in any such fiscal year is greater than 9% but less than 10%.
If the Adjusted EPS goal is achieved for any such year, stock options will be granted in the following fiscal year on the same date on which the Company
grants its annual long-term incentive plan awards to its senior executives. The stock options will have an exercise price equal to the closing price of the Common Stock on the date of grant and will cliff vest on the fifth anniversary of the grant
date, subject to Mr. Reynal’s continued employment through such date. However, (i) if Mr. Reynal experiences a Qualifying Termination or he dies or becomes permanently disabled, the number of shares subject to the stock options that will become
vested on the date of such termination will be determined as if the stock options had instead vested 20% per year over five years, (ii) in the event of Mr. Reynal’s Approved Retirement, the stock options shall continue to vest in accordance with the
schedule set forth above as if he had not undergone a termination upon such Approved Retirement, subject to his continued compliance with option award agreement; and (iii) solely in the event of a termination due to his death or permanent disability,
Mr. Reynal will become immediately vested in an additional 20% of the stock options (in addition to the vesting resulting from the application of the vesting schedule described in clause (i)). If a change in control occurs and the stock options are
not assumed, then the stock options will become vested in full immediately upon the effective date of the change in control if Mr. Reynal remains continuously employed through the closing of the change in control. If the stock options are assumed by
the successor to the Company, and Mr. Reynal is subsequently terminated due to death, disability or a Qualifying Termination during the two-year period following such change in control, the stock options will become fully vested on the date of such
termination.
Employment Agreement
The Employment Agreement, which amends and restates Mr. Reynal’s prior employment agreement with the Company dated as of September 1, 2022 (the “Prior
Agreement”), extends the end date of the initial term from September 1, 2027 to February 29, 2032 (with automatic one-year renewals), increases annual base salary from $1,100,000 to $1,200,000, with an annual target bonus of 150% of annual base
salary (which target bonus remains unchanged from the Prior Agreement) and eligibility for the performance-conditioned stock option grants described above. Under the Employment Agreement, Mr. Reynal’s severance entitlements for a termination by the
Company without “Cause” or his resignation for “Good Reason” (each as defined in the Employment Agreement) have been modified from the Prior Agreement to also include a pr
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