Not independent
Tenure on this board
9.3 yrs
Also a director at
American Airlines Group Inc (AAL)
10 nominees · 4 ballot items.
Election of ten directors; Ratification of Deloitte & Touche LLP as independent auditor; Non-binding advisory vote to approve named executive officer compensation (Say on Pay); Approval of the Ingersoll Rand Inc. 2026 Omnibus Incentive Plan; and transact other business.
Elect ten director nominees to serve until the 2027 Annual Meeting or until their successors are elected and qualified.
Ratify the appointment of Deloitte & Touche LLP as the company’s independent registered public accounting firm for 2026.
Advisory, non-binding shareholder vote to approve the compensation of named executive officers as disclosed in the proxy.
The Say on Pay proposal requests an advisory vote to approve the compensation of the named executive officers as disclosed in the Proxy Statement. Management seeks stockholder approval to demonstrate support for the compensation program they administer, which emphasizes pay-for-performance, long-term incentives (notably PSUs tied to relative TSR and time-based RSUs and options), and clawback and anti-hedging policies. The Compensation Committee details robust governance: independent consultant, peer group benchmarking, stock ownership guidelines, minimum vesting and no repricing, and post-year adjustments. The board recommends voting FOR, citing strong shareholder engagement and 96% prior support in 2025; however the vote is non-binding. Key context includes sizable CEO awards (including a multi-year Performance-Based Award with stock-option tranches tied to Adjusted EPS growth and TSR targets), substantial realized pay in years of stock appreciation, and severance/change-in-control arrangements; investors should consider alignment of realized pay with performance, dilution from equity plans, and governance practices when evaluating the proposal.
Approve the 2026 Omnibus Incentive Plan to replace the 2017 Plan, authorizing 11,500,000 shares for equity awards and containing governance features and limits.
The 2026 Plan proposal asks stockholders to approve a successor omnibus equity plan authorizing 11,500,000 shares (rolling in remaining 2017 Plan shares plus an additional 7,524,482). Management argues approval is required to continue granting competitive equity awards central to pay-for-performance, retention, and Ingersoll Rand’s employee ownership culture (Ownership Works), and to avoid shifting to more cash-based compensation which it contends would be less aligned with long-term stockholder interests. The plan includes governance protections: fixed share limit (no evergreen), minimum one-year vesting for 95% of shares, no discounted options or repricing without stockholder approval, dividend-equivalent limits, an annual director grant limit, and clawback/repayment provisions. The Board considered historical grant rates, dilution metrics (three-year burn rate ~0.3%), and fully-diluted overhang (~3.0% as of Dec 31, 2025), concluding the reserve is reasonable. Approval requires a majority of votes cast; abstentions count as against. Investors should assess the size of the share reserve relative to prior usage, potential dilution, link between equity grants and performance metrics, and whether governance features adequately protect long-term stockholders.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Capital World Investors | 7.98% | 31,237,077 | $2.5B |
| 2 | Capital Research Global Investors | 7.53% | 29,469,775 | $2.4B |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 6.22% | 24,360,267 | $2.0B |
| 4 | PRICE T ROWE ASSOCIATES INC /MD/ | 5.06% | 19,787,120 | $1.6B |
| 5 | T. Rowe Price Investment Management, Inc. | 4.55% | 17,806,236 | $1.4B |
| 6 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.32% | 16,889,508 | $1.4B |
| 7 | FMR LLC | 3.97% | 15,542,959 | $1.2B |
| 8 | STATE STREET CORP | 3.94% | 15,429,072 | $1.2B |
| 9 | Capital International Investors | 3.38% | 13,219,152 | $1.1B |
| 10 | FRANKLIN RESOURCES INC | 2.77% | 10,837,514 | $868M |
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