Ingersoll Rand Inc. filed a Form 8-K on October 30, 2026, reporting the retirement of Senior Vice President Michael Weatherred effective October 27, 2026, and the approval of a new performance-based equity award and amended employment agreement for Chief Executive Officer Vicente Reynal.

Key Highlights

  • Weatherred retirement: Michael Weatherred, Senior Vice President of the PST Segment and DGX, notified the company of his retirement effective immediately on October 27, 2026, and agreed to serve in an advisory role through May 2028.
  • New equity award for Reynal: The Compensation Committee approved a performance-based leadership equity incentive award under the Ingersoll Rand Inc. 2026 Omnibus Incentive Plan for CEO Vicente Reynal.
  • 226,098 PSUs: The grant, expected on November 23, 2026, consists of 226,098 Performance Stock Units valued at approximately $17.1 million based on the company's closing stock price on the effective date of the Employment Agreement.
  • Five-year performance period: PSUs vest based on Adjusted EPS compounded annual growth rate (CAGR) during January 1, 2027 through December 31, 2031, with full vesting requiring a CAGR of at least 10%.
  • Partial vesting threshold: 50% of PSUs are eligible to vest at an Adjusted EPS CAGR of 8% or greater, with linear interpolation applied between 8% and 10%.
  • ROIC modifier: Annual ROIC results can adjust the number of vested PSUs by plus or minus 2% per fiscal year, with a maximum cumulative impact of plus or minus 10% over the five-year period.
  • Double-trigger change-in-control: If PSUs are assumed by a buyer in a change-in-control event, vesting requires a "double trigger."

Ingersoll Rand CEO Receives Long-Term Performance Award Tied to Adjusted EPS and ROIC

According to the filing, the Compensation Committee of Ingersoll Rand Inc. (NYSE:IR) approved both an amended and restated employment agreement and a new performance-based leadership equity incentive award for Chairman and CEO Vicente Reynal, effective October 27, 2026. The committee cited two guiding principles: building long-term value for stockholders and driving employee engagement and retention, and noted that the award design reflected input from stockholder engagement discussions.

The New Performance-Based Award consists of two components, as disclosed in the filing. The first is a grant of 226,098 PSUs expected to be made on November 23, 2026, valued at approximately $17.1 million based on the company's closing stock price on the effective date of the Employment Agreement. Vesting is contingent on achieving Adjusted EPS CAGR goals over the five-year Performance Period ending December 31, 2031. At a CAGR of 8% or more, 50% of PSUs are eligible to vest; at 10% or more, 100% vest. Linear interpolation applies between those two thresholds. The second component consists of performance-conditioned stock option grants described elsewhere in the filing.

The filing further describes an annual ROIC modifier that adjusts the number of vested PSUs by plus or minus 2% per fiscal year depending on whether Annual ROIC exceeds 200, falls between 0 and 200 inclusive, or falls below 0. The cumulative impact of this modifier ranges from negative 10% to positive 10% across the five fiscal years. The filing states that vesting generally requires Mr. Reynal's continuous employment through December 31, 2031, with limited exceptions for death, permanent disability, or a Qualifying Termination. Change-in-control provisions require "double trigger" vesting if the PSUs are assumed by a buyer.

What Was Disclosed

The filing reported the immediate retirement of Senior Vice President Michael Weatherred, with an advisory role extending through May 2028, and the approval of a 226,098-PSU performance award and amended employment agreement for CEO Vicente Reynal, tied to Adjusted EPS CAGR and an annual ROIC modifier over a five-year period.