$IR · Ingersoll Rand Inc.
Ingersoll Rand filed an 8-K disclosing CEO Vicente Reynal's amended employment agreement extending his term to February 2032, a new performance-based equity award of 226,098 PSUs valued at ~$17.1M tied to 5-year Adjusted EPS CAGR and ROIC targets, and eligibility for annual performance-conditioned stock option grants. Separately, SVP Michael Weatherred retired immediately from his PST and DGX roles, with Scott Watson and Shaun Carlson named as successors.
- CEO Vicente Reynal's employment agreement extended to February 29, 2032, with base salary rising from $1.1M to $1.2M and 150% target bonus unchanged.
- New performance award grants 226,098 PSUs (~$17.1M) vesting only if 5-year Adjusted EPS CAGR reaches at least 8%, with full vesting at 10%+.
- PSU vesting is also subject to an annual ROIC modifier that can adjust the final payout by -10% to +10% over the 2027–2031 performance period.
- Reynal eligible for annual stock option grants of 50,000–100,000 shares for fiscal years 2027–2031, contingent on 9%–10%+ Adjusted EPS growth each year.
- Michael Weatherred, SVP of PST and DGX, retired effective immediately; Scott Watson and Shaun Carlson named as segment group presidents.
Markets closed — no regular-session reaction yet; extended-hours move not captured here.
A $17.1M CEO retention grant with 100% performance-contingent vesting over an unusually long 5-year cliff signals the board's conviction in sustained earnings growth — and the cost if targets aren't met.
Industrial CEOs at $30B+ market-cap peers typically receive multi-year retention awards; the 100% performance-contingent structure with ROIC modifier aligns with governance best practices but the 5-year cliff is longer than the typical 3-year cycle.
The performance award's 5-year cliff vesting and aggressive 10% Adjusted EPS CAGR target create retention risk if targets appear unattainable mid-period. The immediate retirement of the PST/DGX segment head introduces execution risk in two operating segments simultaneously.