Ingersoll Rand Inc.
For the period ended Jun 11, 2026. Filed Apr 24, 2026.
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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 11, 2026 · Filed Apr 24, 2026
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 |
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| • | How the NEO has performed relative to these roles and responsibilities |
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| • | Compensation practices of Peer Group companies (as defined below) |
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| • | Overall company performance |
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| • | Retention and succession considerations |
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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 continued to serve as the Committee’s independent compensation consultant in 2025. During 2025, 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, an analysis of realizable pay and performance relative to the compensation peer group, 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 management and 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.
Ingersoll Rand 50 2026 Proxy Statement
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 compensation benchmarking (the “Peer Group”). 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. The Committee reviews the appropriateness of the Peer Group on an annual basis to determine if changes are required. In 2025, Pay Governance conducted its annual review of the peer group upon which the Committee determined that no changes to the group were necessary. The Peer Group is comprised of the below companies:
| Agilent Technologies, Inc. | AMETEK, Inc. | Avantor, Inc. |
| Becton, Dickinson and Company | Dover Corporation | Fortive Corporation |
| IDEX Corporation | Illinois Tool Works Inc. | Mettler-Toledo International, Inc. |
| Parker-Hannifin Corporation | Rockwell Automation, Inc. | TransDigm Group, Incorporated |
| 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 for companies of similar size to Ingersoll Rand.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.