Ingersoll Rand Inc.

06/17/2025 | Press release | Distributed by Public on 06/17/2025 06:16

Management Change/Compensation (Form 8-K)

Item 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 12, 2025, the Board of Directors of Ingersoll Rand Inc. (the "Company") expanded the role of Mr. Michael Weatherred, the Company's Senior Vice President, IR Execution Excellence (IRX), Business and Commercial Excellence, to include the leadership of the Company's Precision & Science Technologies ("PST") segment. Mr. Weatherred's new title is Senior Vice President PST Segment, Demand Generation and Execution, and he will develop processes, built on IRX, to support growth, margin expansion, and optimized capital allocation opportunities across PST.

In connection with his expanded role, the Company's Compensation Committee (the "Committee") approved the following changes to Mr. Weatherred's compensation, effective June 16, 2025 (the "Effective Date"): (i) an annual base salary rate of $600,000; (ii) a revised annual cash payout opportunity of 85% under the terms of the Company's Management Incentive Plan (the "MIP"), and an adjustment of his MIP performance goals to consider the performance of the PST segment for the period following the Effective Date, and (iii) the equity awards described below.

Additionally, following a market review of total compensation provided by the Committee's independent compensation consultant, the Committee approved the equity award described below for Mr. Andrew Schiesl, the Company's Senior Vice President, General Counsel, Chief Compliance Officer, to ensure that the total compensation paid to Mr. Schiesl was market competitive and retentive. The additional award is in the same form and grant mix, and on the same terms and conditions, as Mr. Schiesl's annual equity grant, and is intended to supplement his previously reported 2025 annual long-term incentive award.

The Committee approved the following grants to Messrs. Weatherred and Schiesl pursuant to the Company's Amended and Restated 2017 Omnibus Incentive Plan (as amended) and the Company's standard forms of grant notices and award agreements, substantially in the forms filed as exhibits to the Company's Annual Report on Form 10-K for the year ended December 31, 2024:

Executive Officer

Restricted Stock Units
(RSUs) ($ value)


Stock Options
($ value)


Performance Stock
Units (PSUs) ($ value)

Michael Weatherred

$
75,000


$
75,000


$
150,000

Andrew Schiesl

$
112,500


$
112,500


$
225,000


The actual number of granted RSUs and stock options, the target number of granted PSUs, and the exercise price of the stock options will be calculated on the grant date, which will be August 6, 2025. The RSUs and stock options will vest 25% per year in equal installments, on each of the first four anniversaries of the grant date, and the vesting of the PSUs will be evaluated at the conclusion of a performance period commencing on January 1, 2025 and ending on December 31, 2027.

The Committee expects to incorporate the respective value of these equity awards into Messrs. Weatherred's and Schiesl's annual grants in future award cycles for so long as each executive retains his current respective positions.

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