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Ingersoll Rand Inc

For the period ended Jun 12, 2025. Filed Apr 25, 2025.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Jun 12, 2025 · Filed Apr 25, 2025

IR$82.99+1.4%Stored close · as of Nov 6, 2026
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Contents

The Decision-Making Process

The Committee oversees the executive compensation program for our NEOs. The Committee works closely with its independent compensation consultant and management to examine the effectiveness of the Company’s executive compensation program throughout the year. For additional information regarding the Committee, see “The Board of Directors and Certain Governance Matters—Board Committees and Meetings—Compensation Committee.”

The Role of the Compensation Committee. The Committee ensures that the executive compensation program supports the Company’s business goals and aligns with stockholder interests. The Committee annually reviews NEO compensation levels by considering various factors, including:

•The relative importance of each NEO’s role and responsibilities
•How the NEO has performed relative to these roles and responsibilities
•Compensation practices of Peer Group companies (as defined below)
•Overall company performance
•Retention and succession considerations

The Role of Management. Our CEO makes recommendations to the Committee regarding compensation for the executive officers other than himself. No member of management participates in discussions with the Committee regarding his or her own compensation.

The Role of the Independent Compensation Consultant. Pay Governance served as the Committee’s independent compensation consultant in 2024. During 2024, the Committee directed Pay Governance to provide its expertise and analysis on a variety of topics, including the compensation peer group review, a competitive market assessment for executive and non-employee director compensation levels, a review of governance matters pertaining to executive and employee compensation and the structure of short- and long-term incentive programs. The Committee determined that Pay Governance was independent from

Ingersoll Rand 50 2025 Proxy Statement management and that Pay Governance’s work had not raised any conflicts of interest. Pay Governance reported directly to the Committee and the Committee had the sole authority to approve Pay Governance’s compensation and to terminate the relationship at any time.

Compensation Peer Group. The Committee believes it is important to understand current trends in compensation practices and pay levels for companies that are comparable to Ingersoll Rand. To assist the Committee in this analysis, the Committee, together with its compensation consultant and input from management, develops a compensation peer group of comparable companies against which it performs benchmarking (the “Peer Group”). The Committee reviews the appropriateness of the Peer Group on an annual basis to determine if changes are required. When considering companies for inclusion or exclusion in the Peer Group, the Committee reviews companies that are comparable in revenue and market capitalization to the Company, as the Committee believes these metrics are key determinants of compensation levels. Companies selected generally have revenue ranging from 0.25x to 3x Ingersoll Rand’s revenue and market capitalization. In addition to size, companies are in comparable industries where we compete for executive talent. In 2024, the below companies comprised the Peer Group used for compensation decisions:

AMETEK, Inc.Dover CorporationFlowserve Corporation
Fortive CorporationIDEX CorporationIllinois Tool Works
Mettler-Toledo International, Inc.Nordson CorporationParker-Hannifin Corporation
Pentair PlcRockwell Automation, Inc.Xylem, Inc.

The Committee does not rely solely on data from the Peer Group in establishing compensation levels and practices but uses it to support the application of the Company’s compensation philosophy and other factors described above when setting executive compensation. In addition to Peer Group data, the Committee may also consider survey compensation data based on companies of similar size to Ingersoll Rand.

The Committee recognized that the Company has had significant growth in revenue and market capitalization since the establishment of the current Peer Group as well as a significant change in focus toward high-growth sustainable end markets such as clean energy, food, life sciences, and water (e.g., in 2021, life science end markets represented 9% of revenue vs 18% in 2024).

Given these changes, the Committee decided to conduct, in consultation with its independent compensation consultant, a wholesale review of the peer group to be used in 2025. As part of this process, the Committee approved changes to the peer group that included the removal of Flowserve, Nordson and Pentair plc and the addition of Agilent Technologies, Avantor, Becton Dickinson and TransDigm Group. The Committee believes that these changes resulted in a group of peer companies that are more comparable in size, complexity and end market exposure than the group was prior to such changes.

The resulting 13-company peer group to be used for 2025 compensation decisions is set forth below:

Agilent Technologies, Inc.AMETEK, Inc.Avantor, Inc.
Becton, Dickinson and CompanyDover CorporationFortive Corporation
IDEX CorporationIllinois Tool Works Inc.Mettler-Toledo International, Inc.
Parker-Hannifin CorporationRockwell Automation, Inc.TransDigm Group , Incorporated
Xylem, Inc.

Ingersoll Rand 51 2025 Proxy Statement

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.