2019 Notice and Proxy Statement
Ingersoll Rand 2019 Proxy Statement
Proxy Statement
01
Ingersoll-Rand plc
Registered in Ireland No. 469272
U.S. Mailing Address:
800-E Beaty Street
Davidson, NC 28036
(704) 655-4000
Registered Office:
170/175 Lakeview Dr.
Airside Business Park
Swords, Co. Dublin
Ireland
NOTICE OF 2019 ANNUAL GENERAL
MEETING OF SHAREHOLDERS
DATE AND TIME
Thursday, June 6, 2019, at 2:30 p.m., local time
LOCATION
Adare Manor Hotel
Adare, County Limerick
Ireland
PROPOSALS TO BE VOTED
1. To elect 12 directors for a period of 1 year.
2. To give advisory approval of the compensation of the
Company’s Named Executive Officers.
3. To approve the appointment of PricewaterhouseCoopers
LLP as independent auditors of the Company and authorize
the Audit Committee of the Board of Directors to set the
auditors’ remuneration.
4. To renew the existing authority of the directors of the
Company to issue shares.
5. To renew the existing authority of the directors of the
Company to issue shares for cash without first offering shares
to existing shareholders. (Special Resolution)
6. To determine the price range at which the Company
can re-allot shares that it holds as treasury shares.
(Special Resolution)
7. To conduct such other business properly brought before
the meeting.
RECORD DATE
Only shareholders of record as of the close of business on
April 8, 2019, are entitled to receive notice of and to vote at the
Annual General Meeting.
By Order of the Board of Directors,
EVAN M. TURTZ
Senior Vice President and General Counsel
HOW TO VOTE
Whether or not you plan to attend the meeting, please
provide your proxy by either using the Internet or telephone
as further explained in the accompanying proxy statement or
filling in, signing, dating, and promptly mailing a proxy card.
BY TELEPHONE
In the U.S. or Canada, you can vote your shares by submitting
your proxy toll-free by calling 1-800-690-6903.
BY INTERNET
You can vote your shares online at www.proxyvote.com.
BY MAIL
You can vote by mail by marking, dating, and signing your
proxy card or voting instruction form and returning it in the
postage-paid envelope.
ATTENDING THE MEETING
Directions to the meeting can be found on page A-1 of the
attached Proxy Statement.
If you are a shareholder who is entitled to attend and vote, then
you are entitled to appoint a proxy or proxies to attend and
vote on your behalf. A proxy is not required to be a shareholder
in the Company. If you wish to appoint as proxy any person
other than the individuals specified on the proxy card, please
contact the Company Secretary at our registered office.
Important Notice regarding the availability of proxy materials
for the Annual General Meeting of Shareholders to be held
on June 6, 2019.
The Annual Report and Proxy Statement are available at
www.proxyvote.com.
The Notice of Internet Availability of Proxy Materials or this
Notice of 2019 Annual General Meeting of Shareholders, the
Proxy Statement and the Annual Report are first being mailed
to shareholders on or about April 23, 2019.
02
Proxy Statement
TABLE OF CONTENTS
PROXY STATEMENT HIGHLIGHTS 4
OVERVIEW OF PROPOSALS TO BE VOTED 5
PROPOSALS REQUIRING YOUR VOTE 10
Item 1. Election of Directors
10
Item 2. Advisory Approval of the Compensation of Our Named Executive Officers
15
Item 3. Approval of Appointment of Independent Auditors
15
Audit Committee Report 16
Fees of the Independent Auditors 17
Item 4. Renewal of the Directors’ existing authority to issue shares
17
Item 5. Renewal of the Directors’ existing authority to issue shares for cash without first offering shares to existing shareholders
18
Item 6. Determine the price at which the Company can re-allot shares held as treasury shares
19
CORPORATE GOVERNANCE 21
Corporate Governance Guidelines 21
Role of the Board of Directors 21
Board Responsibilities 21
Board Leadership Structure 21
Board Risk Oversight 22
Director Compensation and Share Ownership 22
Board Committees 22
Board Diversity 23
Board Advisors 23
Executive Sessions 23
Board and Board Committee Performance Evaluation 23
Director Orientation and Education 23
Director Nomination Process 23
Director Retirement 23
Director Independence 23
Communications with Directors 24
Management Succession Planning 24
Code of Conduct 24
Anti-Hedging Policy and Other Restrictions 24
Investor Outreach 24
Sustainability 24
Committees of the Board and Attendance 25
Compensation Committee Interlocks and Insider Participation 27
Ingersoll Rand 2019 Proxy Statement
Proxy Statement
03
COMPENSATION OF DIRECTORS 28
COMPENSATION DISCUSSION AND ANALYSIS 31
COMPENSATION COMMITTEE REPORT 46
SUMMARY OF REALIZED COMPENSATION 47
EXECUTIVE COMPENSATION 48
Summary Compensation Table 48
2018 Grants of Plan-Based Awards 50
Outstanding Equity Awards at December 31, 2018 51
2018 Option Exercises and Stock Vested 52
2018 Pension Benefits 52
2018 Nonqualified Deferred Compensation 54
Post-Employment Benefits 55
2018 Post-Employment Benefits Table 57
CEO Pay Ratio 59
Equity Compensation Plan Information 60
INFORMATION CONCERNING VOTING AND SOLICITATION 61
Why Did I Receive this Proxy Statement? 61
Why are There Two Sets of Financial Statements Covering the Same Fiscal Period? 61
How Do I Attend the Annual General Meeting? 61
Who May Vote? 61
How Do I Vote? 61
How May Employees Vote Under Our Employee Plans? 62
May I Revoke My Proxy? 62
How Will My Proxy Get Voted? 63
What Constitutes a Quorum? 63
What Vote is Required to Approve Each Proposal? 63
Who Pays the Expenses of this Proxy Statement? 63
How Will Voting on Any Other Matter be Conducted? 63
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 64
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS 65
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE 65
SHAREHOLDER PROPOSALS AND NOMINATIONS 66
HOUSEHOLDING 67
APPENDIX A – DIRECTIONS TO THE ANNUAL GENERAL MEETING A-1
04
Proxy Statement
PROXY STATEMENT HIGHLIGHTS
This summary highlights information contained elsewhere in this Proxy Statement. For more complete information about these
topics, please review Ingersoll-Rand plc’s Annual Report on Form 10-K and the entire Proxy Statement.
MEETING INFORMATION
Date and Time:
June 6, 2019 at 2:30 p.m., local time
Place:
Adare Manor Hotel
Adare, County Limerick
Ireland
Record Date:
April 8, 2019
Voting:
Shareholders as of the record date are entitled to vote. Each ordinary share is entitled to one vote for each director nominee and
each of the other proposals.
Attendance:
All shareholders may attend the meeting.
CORPORATE GOVERNANCE HIGHLIGHTS
Substantial majority of independent directors (11 of 12) current directors
Annual election of directors
Majority vote for directors
Independent Lead Director
Board oversight of risk management
Succession planning at all levels, including for Board and CEO
Annual Board and committee self-assessments
Executive sessions of non-management directors
Continuing director education
Executive and director stock ownership guidelines
Board oversight of sustainability program
2020 ANNUAL MEETING
Deadline for shareholder proposals for inclusion in the proxy statement:
December 25, 2019
Deadline for business proposals and nominations for director:
March 20, 2020
Ingersoll Rand 2019 Proxy Statement
Proxy Statement
05
OVERVIEW OF PROPOSALS TO BE VOTED
Election of Directors
The Board of Directors recommends a vote FOR the directors nominated for election
See page 10 for further information
Director Nominees
Ingersoll-Rand
Committees
Name/
Occupation Age
Director
since Independent
Other current
public Boards A C CG F T E
Kirk E. Arnold
Former Chief Executive Officer, Data Intensity
59 2018 YES M M M
Ann C. Berzin
Former Chairman and CEO of Financial Guaranty
Insurance Company
67 2001 YES - Exelon Corporation
- Baltimore Gas & Electric
Company
M C M
John Bruton
Former Prime Minister of the Republic of Ireland
and Former European Union Commission Head of
Delegation to the United States
71 2010 YES M M M
Jared L. Cohon
President Emeritus of Carnegie Mellon University,
University Professor of Civil and Environmental
Engineering and of Engineering and Public Policy, and
Former Director of the Scott Institute for Energy Innovation
71 2008 YES - Unisys M M C
Gary D. Forsee
Former President of University of Missouri System and
Former Chairman of the Board and Chief Executive
Officer of Sprint Nextel Corporation
69 2007 YES - Evergy, Inc.
- DST Systems Inc.
M C M M
Linda P. Hudson
Founder, Chairman and CEO of The Cardea Group and
Former President and CEO of BAE Systems, Inc.
68 2015 YES - Bank of America M M M
Michael W. Lamach
Chairman and CEO of Ingersoll-Rand plc
55 2010 NO - PPG Industries, Inc. C
Myles P. Lee
Former Director and CEO of CRH plc
65 2015 YES - Babcock International Group plc
- UDG Healthcare plc
M M
Karen B. Peetz
Former President of BNY Mellon
63 2018 YES M M
John P. Surma
Former Chairman and CEO of
United States Steel Corporation
64 2013 YES - Marathon Petroleum Corporation
- MPLX LP (a publicly traded
subsidiary of Marathon
Petroleum Corporation)
- Concho Resources Inc.
C M M
Richard J. Swift
Lead Director
Former Chairman of Financial Accounting Standards
Advisory Council and Former Chairman, President and
CEO of Foster Wheeler Ltd.
74 1995 YES - CVS Health Corporation
- Hubbell Incorporated*
- Public Service Enterprise Group
M M M M
Tony L. White
Former Chairman, President and CEO of
Applied Biosystems Inc.
72 1997 YES - CVS Health Corporation C M M M
A: Audit Committee
C: Compensation Committee
CG: Corporate Governance &
Nominating Committee
F: Finance Committee
T: Technology and Innovation
Committee
E: Executive Committee
C: Chair
M: Member
* Mr. Swift is not standing for re-election as director at Hubbell Incorporated at its annual meeting to be held in May 2019.
Item 1.
06
OVERVIEW OF PROPOSALS TO BE VOTED
Proxy Statement
BOARD DIVERSITY
The Company’s policy on Board diversity relates to the selection of nominees for the Board of Directors. In selecting a nominee
for the Board, the Corporate Governance and Nominating Committee considers the skills, expertise and background that would
complement the existing Board and ensure that its members are of sufficiently diverse and independent backgrounds, recognizing
that the Company’s businesses and operations are diverse and global in nature. The Board of Directors currently has four female
directors, one Hispanic director and two Irish directors out of a total of 12 directors. In addition, the tenure and experience of our
directors is varied, which brings varying perspectives to our Board functionality.
33%
Gender Diversity
Female Directors
58%
Total Diversity
4 Female Directors,
1 Hispanic Director
2 Irish Directors
Average
Tenure
9.92 years
Tenure
0-5 years
6-9 years
10+ years
Board Size and
Independence
11
out of 12
Directors
are independent
Arnold
Berzin
Bruton
Cohon
Forsee
Hudson
Lamach
Lee
Peetz
Surma
Swift
White
Skills
Financial Expert
Finance/Capital Allocation
Global Experience
Technology/Engineering
Marketing/Digital
Services
Human Resources/Compensation
IT/Cybersecurity/Data Management
Risk Management/Avoidance
Experience
Chair/CEO/Business Head
Industrial/Manufacturing
Academia/Education
Government/Public Policy
Financial Services
Ingersoll Rand 2019 Proxy Statement
07
OVERVIEW OF PROPOSALS TO BE VOTED
Proxy Statement
Advisory Approval of the Compensation of Our Named Executive Officers
The Board of Directors recommends a vote FOR this item
We are asking for your advisory approval of the compensation of our named executive officers (“NEOs”). While our Board of
Directors intends to carefully consider the shareholder vote resulting from the proposal, the final vote will not be binding on us and
is advisory in nature. Before considering this proposal, please read our Compensation Discussion and Analysis, which explains our
executive compensation programs and the Compensation Committee’s compensation decisions.
See pages 15 and 31 for further information
EXECUTIVE COMPENSATION
CONSIDERATION OF 2018 ADVISORY VOTE ON EXECUTIVE COMPENSATION
The Compensation Committee regularly reviews the philosophy, objectives and elements of our executive compensation programs
in relation to our short and long-term business objectives. In undertaking this review, the Compensation Committee considers
the views of shareholders as reflected in their annual advisory vote on our executive compensation proposal. Shareholders voted
93.72% in favor of the company’s Advisory Approval of the Compensation of our NEOs at our 2018 annual general meeting. Based
on the Compensation Committee’s review and the support our executive compensation programs received from shareholders,
the Compensation Committee determined it would be appropriate to maintain the core elements of our executive compensation
programs.
EXECUTIVE COMPENSATION PRINCIPLES
Our executive compensation programs are based on the following principles:
(i) business strategy alignment
(ii) pay for performance
(iii) mix of short and long-term incentives
(iv) internal parity
(v) shareholder alignment
(vi) market competitiveness
Consistent with these principles, the Compensation Committee has adopted executive compensation programs with a strong link
between pay and achievement of short and long-term Company goals.
EXECUTIVE COMPENSATION ELEMENTS
The primary elements of the executive compensation programs are:
Total Direct Compensation
Element
1
Objective of Element
Base Salary Fixed cash compensation.
Annual Incentive
Matrix (“AIM”)
Variable cash incentive compensation. Any award earned is based on performance measured against pre-defined
annual Revenue, Operating Income, Cash Flow and Operating Income Margin percent objectives, as well as
individual performance measured against pre-defined objectives.
Long-Term Incentives
(“LTI”)
Variable long-term incentive compensation. Performance is aligned with the Company’s stock price and is awarded
in the form of stock options, restricted stock units (“RSUs”) and performance share units (“PSUs”). PSUs for
performance periods beginning prior to 2018 are only payable if the Company’s earnings per share (“EPS”) growth
and total shareholder return (“TSR”) relative to companies in the S&P 500 Industrials Index exceed threshold
performance. PSUs granted after January 1, 2018 are only payable if the Company’s cash flow return on invested
capital (“CROIC”) and TSR relative to companies in the S&P 500 Industrials Index exceed threshold performance.
1 See Section V of the Compensation Discussion and Analysis entitled “Compensation Program Descriptions and Compensation Decisions,” for additional discussion of
these elements of compensation.
Item 2.
08
OVERVIEW OF PROPOSALS TO BE VOTED
Proxy Statement
EXECUTIVE COMPENSATION MIX
As illustrated in the charts below, the Compensation Committee places significant emphasis on variable compensation (AIM and LTI)
so that a substantial percentage of each NEO’s target total direct compensation is contingent on the successful achievement of the
Company’s short-term and long-term performance goals.
Chairman and CEO
2018 Compensation Mix
(Target Total Direct Compensation)
Other NEOs
2018 Average Compensation Mix
(Target Total Direct Compensation)
Target AIM 16%
Target Long-Term
Incentive 74%
Base Salary 10%
Pay at Risk 90%
Target AIM 19%
Base Salary 21%
Pay at Risk 79%
Target Long-Term
Incentive 60%
2018 EXECUTIVE COMPENSATION
The summary below shows the 2018 compensation for our CEO and other NEOs, as required to be reported in the Summary
Compensation Table pursuant to U.S. Securities and Exchange Commission (“SEC”) rules. Please see the notes accompanying the
Summary Compensation Table for further information.
Name and
Principal Position Year
Salary
($)
Bonus
($)
Stock
Awards
($)
Option
Awards
($)
Non-Equity
Incentive Plan
Compensation
($)
Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
($)
All Other
Compensation Total ($)
M. W. Lamach
Chairman and Chief
Executive Officer
2018 1,350,000 8,181,039 2,592,247 2,900,000 562,199 15,585,485
2017 1,337,500 8,099,505 2,432,076 2,670,000 3,696,297 562,498 18,797,876
2016 1,300,000 7,445,074 2,280,485 2,500,000 2,355,506 491,249 16,372,314
S. K. Carter
Senior Vice President
and Chief Financial
Officer
2018 735,000 2,248,810 712,536 939,504 261,347 179,074 5,076,271
2017 713,750 2,018,720 606,157 847,728 463,244 160,707 4,810,306
2016 690,000 1,567,450 480,108 817,862 297,243 147,270 3,999,933
D. S. Regnery
Executive Vice President
2018 730,000 1,678,263 531,745 971,398 106,602 4,018,008
2017 573,571 2,712,014 235,724 506,493 1,457,972 118,477 5,604,251
M. J. Avedon
Senior Vice President,
Human Resources,
Communications and
Corporate Affairs
2018 643,750 1,409,821 446,663 736,527 216,578 102,458 3,555,797
2017 618,750 1,283,512 385,392 656,768 750,984 114,669 3,810,075
2016 593,750 940,470 288,068 600,158 612,582 101,691 3,136,719
M. C. Green
Senior Vice President and
General Counsel
2018 565,000 1,241,848 393,488 578,938 129,583 2,908,857
2017 543,750 1,196,270 359,211 518,056 136,635 2,753,922
2016 525,000 500,000 979,656 300,066 494,248 80,820 2,879,790
Ingersoll Rand 2019 Proxy Statement
09
OVERVIEW OF PROPOSALS TO BE VOTED
Proxy Statement
Approval of Appointment of Independent Auditors
The Board of Directors recommends a vote FOR this item
We are asking you to approve the appointment of PricewaterhouseCoopers LLP (“PwC”) as our independent auditors for 2019 and
to authorize the Audit Committee to set the auditor’s remuneration.
See page 15 for further information
Item 3.
To renew the Directors’
existing authority to issue
shares.
The Board of Directors
recommends a vote FOR
this item
We are asking you to renew our
Directors’ authority to issue shares
under Irish law. This authority is
fundamental to our business and
granting the Board this authority is a
routine matter for public companies
incorporated in Ireland.
See page 17 for further
information
Item 4.
To renew the Directors’
existing authority to issue
shares for cash without
first offering shares to
existing shareholders.
(Special Resolution)
The Board of Directors
recommends a vote FOR
this item
We are asking you to renew the
Directors’ authority to issue shares for
cash without first offering shares to
existing shareholders. This authority
is fundamental to our business and
granting the Board this authority is a
routine matter for public companies
incorporated in Ireland. As required
under Irish law, this proposal requires
the affirmative vote of at least 75% of
the votes cast.
See page 18 for further
information
Item 5.
To determine the price
range at which the
Company can re-allot
shares that it holds as
treasury shares. (Special
Resolution)
The Board of Directors
recommends a vote FOR
this item
We are asking you to determine the
price at which the Company can
reissue shares held as treasury shares.
From time to time the Company may
acquire ordinary shares and hold them
as treasury shares. The Company
may re-allot such treasury shares, and
under Irish law, our shareholders must
authorize the price range at which
we may re-allot any shares held in
treasury. As required under Irish law,
this proposal requires the affirmative
vote of at least 75% of the votes cast.
See page 19 for further
information
Item 6.
10
Proxy Statement
PROPOSALS REQUIRING YOUR VOTE
In this Proxy Statement, “Ingersoll Rand,” the “Company,” “we,” “us” and “our” refer to Ingersoll-Rand plc, an Irish public limited
company. This Proxy Statement and the enclosed proxy card, or the Notice of Internet Availability of Proxy Materials, are first being
mailed to shareholders of record on April 8, 2019 (the “Record Date”) on or about April 23, 2019.
Election of Directors
The Board of Directors recommends a vote FOR the directors nominated for election listed below.
The Company uses a majority of votes cast standard for the election of directors. A majority of the votes cast means that the
number of votes cast “for” a director nominee must exceed the number of votes cast “against” that director nominee. Each director
of the Company is being nominated for election for a one-year term beginning at the end of the 2019 Annual General Meeting
of Shareholders to be held on June 6, 2019 (the “Annual General Meeting”) and expiring at the end of the 2020 Annual General
Meeting of Shareholders. Under our Articles of Association, if a director is not re-elected in a director election, the director shall
retire at the close or adjournment of the Annual General Meeting.
Item 1.
Principal Occupation
- Executive in Residence of General Catalyst, a Venture capital firm backing entrepreneurs, from September 2018 - Present
- Chief Executive Officer of Data Intensity from 2013 to 2017.
Current Public Directorships
- None
Other Directorships Held in the Past Five Years
- EnerNoc, Inc.
Other Activities
- Director of Cramer Marketing
- Director of The Predictive Index
- Director of Baypath University
- Director of UP Education Network
KIRK E. ARNOLD
Independent Director
Age 59
Director since 2018
Committees
Compensation,
Corporate Governance
and Nominating,
Technology and
Innovation
Nominee Highlights
Ms. Arnold’s vast experience in technology and service leadership brings critical insight to the Company’s operations,
digital analytics, and technologies. Ms. Arnold has served in executive positions throughout the technology industry
including as COO at Avid, a technology provider to the media industry, and CEO and President of Keane, Inc., then
a publicly traded billion-dollar global services provider. Ms. Arnold has also held senior leadership roles at Computer
Sciences Corporation, Fidelity Investments and IBM. Ms. Arnold’s active participation in the technology and business
community provides the Company ongoing insight into digital marketing and technology related issues.
Principal Occupation
- Chairman and Chief Executive Officer of Financial Guaranty Insurance Company (insurer of municipal bonds and
structured finance obligations), a subsidiary of General Electric Capital Corporation, from 1992 to 2001.
Current Public Directorships
- Exelon Corporation
- Baltimore Gas & Electric Company
Other Directorships Held in the Past Five Years
- None
ANN C. BERZIN
Independent Director
Age 67
Director since 2001
Committees Audit,
Finance (Chair),
Executive
Nominee Highlights
Ms. Berzin’s extensive experience in finance at a global diversified industrial firm and her expertise in complex
investment and financial products and services bring critical insight to the Company’s financial affairs, including its
borrowings, capitalization, and liquidity. In addition, Ms. Berzin’s relationships across the global financial community
strengthen the Company’s access to capital markets. Her board memberships provide deep understanding of trends
in the energy sector, which presents ongoing opportunities and challenges for the Company.
Ingersoll Rand 2019 Proxy Statement
11
PROPOSALS REQUIRING YOUR VOTE
Proxy Statement
Principal Occupation
- European Union Commission Head of Delegation to the United States from 2004 to 2009.
- Prime Minister of the Republic of Ireland from 1994 to 1997.
Current Public Directorships
- None
Other Directorships Held in the Past Five Years
- Montpelier Re Holding Ltd.
- Institute for International and European Affairs
JOHN BRUTON
Independent Director
Age 71
Director since 2010
Committees Audit,
Finance, Technology
and Innovation
Nominee Highlights
Mr. Bruton’s long and successful career of public service on behalf of Ireland and Europe provides extraordinary
insight into critical regional and global economic, social and political issues, all of which directly influence the
successful execution of the Company’s strategic plan. In particular, Mr. Bruton’s leadership role in transforming
Ireland into one of the world’s leading economies during his tenure, as well as in preparing the governing
document for managing the Euro, lend substantial authority to the Company’s economic and financial oversight.
Principal Occupation
- President Emeritus at Carnegie Mellon University, President of Carnegie Mellon University from 1997-2013 and
also appointed University Professor of Civil and Environmental Engineering / Engineering and Public Policy.
Current Public Directorships
- Unisys
Other Directorships Held in the Past Five Years
- Lexmark, Inc.
Other Activities
- BNY Mellon Foundation, Trustee
- Carnegie Corporation, Trustee
- Center for Responsible Shale Gas Development, Director and Chair
- Health Effects Institute, Director
- Heinz Endowments, Trustee
JARED L. COHON
Independent Director
Age 71
Director since 2008
Committees
Compensation,
Corporate Governance
and Nominating,
Technology and
Innovation (Chair)
Nominee Highlights
Dr. Cohon’s extensive career in academics, including 16 years as president of an institution known throughout the
world for its leadership in the fields of computer science and engineering, offers the Company tremendous insight
into the latest developments in areas critical to commercial innovation and manufacturing process improvement. A
member of the National Academy of Engineering, Dr. Cohon is a recognized authority on environmental and water
resources systems analysis and management. As such, Dr. Cohon also brings unique perspectives on sustainable
business practices, both within our own operations and on behalf of our customers and communities. In 2008 and
2009, at the request of Congress, Dr. Cohon chaired the National Research Council Committee that produced the
report, “Hidden Costs of Energy: Unpriced Consequences of Energy Production and Use.” In 2014, Dr. Cohon
was appointed co-chair of the Congressionally-mandated Commission to review and evaluate the National Energy
Laboratories. He currently serves as Chair of the National Academies’ Board on Energy and Environmental Systems.
Finally, Dr. Cohon’s more than nine years of service as a member of Trane Inc.’s (formerly American Standard) board of
directors provides critical insight into that part of the Company’s business.
Principal Occupation
- President, University of Missouri System from 2008 to 2011.
- Chairman of the Board (from 2006 to 2007) and Chief Executive Officer (from 2005 to 2007) of Sprint Nextel
Corporation (a telecommunications company).
Current Public Directorships
- Evergy, Inc.
- DST Systems Inc.
Other Directorships Held in the Past Five Years
- None
Other Activities
- Board, University of Missouri – Kansas City, Foundation
- Board, University of Missouri – Kansas City, Bloch Business School Foundation
GARY D. FORSEE
Independent Director
Age 69
Director since 2007
Committees
Compensation, Corporate
Governance and Nominating
(Chair), Executive,
Technology and Innovation
Nominee Highlights
In addition to his broad operational and financial expertise, Mr. Forsee’s experience as chairman and chief executive
officer with the third largest U.S. firm in the global telecommunications industry offers a deep understanding of
the challenges and opportunities within markets experiencing significant technology-driven change. His recent
role as president of a major university system provides insight into the Company’s talent development initiatives,
which remain a critical enabler of the Company’s long-term success. Mr. Forsee’s membership on the board of
an energy services utility also benefits the Company as it seeks to achieve more energy-efficient operations and
customer solutions.
12
PROPOSALS REQUIRING YOUR VOTE
Proxy Statement
Principal Occupation
- Founder, Chairman, and Chief Executive Officer of The Cardea Group, a business management consulting firm she
founded in 2014.
- Former President and Chief Executive Officer of BAE Systems, Inc.
Current Directorships
- Bank of America
Other Directorships Held in the Past Five Years
- The Southern Company
- BAE Systems Plc
Other Activities
- Director, University of Florida Foundation, Inc. and the University of Florida Engineering Leadership Institute
- Director, Central Piedmont Community College Foundation
LINDA P. HUDSON
Independent Director
Age 68
Director since 2015
Committees
Compensation, Corporate
Governance and
Nominating, Technology
and Innovation
Nominee Highlights
Ms. Hudson’s prior role as President and CEO of BAE Systems and her extensive experience in the defense and
engineering sectors provides the Company with strong operational insight and understanding of matters crucial
to the Company’s business. Prior to becoming CEO of BAE Systems, Ms. Hudson was president of BAE Systems’
Land & Armaments operating group, the world’s largest military vehicle and equipment business. In addition,
Ms. Hudson has broad experience in strategic planning and risk management in complex business environments.
Principal Occupation
- Chairman of the Company since June 2010
- Chief Executive Officer (since February 2010) of the Company.
Current Directorships
- PPG Industries, Inc.
Other Directorships Held in the Past Five Years
- Iron Mountain Incorporated
MICHAEL W. LAMACH
Chairman and CEO
Age 55
Director since 2010
Committees
Executive (Chair)
Nominee Highlights
Mr. Lamach’s extensive career of successfully leading global businesses, including fifteen years with the Company,
brings significant experience and expertise to the Company’s management and governance. His 34 years of
business leadership encompass global industrial systems, controls, security and HVAC systems businesses,
representing a broad and diverse range of products and services, markets, channels, applied technologies and
operational profiles. In his current role of Chairman and Chief Executive Officer, he led the successful spin-off
of the Company’s commercial and residential security business and has been instrumental in driving growth and
operational excellence initiatives across the Company’s global operations.
Principal Occupation
- Director (from 2003 to 2013) and Chief Executive Officer (from 2009 to 2013) of CRH plc
Current Public Directorships
- Babcock International Group plc
- UDG Healthcare plc
Other Directorships Held in the Past Five Years
- None
Other Activities
- Director, St. Vincent’s Healthcare Group
MYLES P. LEE
Independent Director
Age 65
Director since 2015
Committees
Audit, Finance
Nominee Highlights
Mr. Lee’s experience as the former head of the largest public or private company in Ireland provides strategic
and practical judgment to critical elements of the Company’s growth and productivity strategies, expertise in Irish
governance matters and significant insight into the building and construction sector. In addition, Mr. Lee’s previous
service as Finance Director and General Manager of Finance of CRH plc and in a professional accountancy practice
provides valuable financial expertise to the Company.
Ingersoll Rand 2019 Proxy Statement
13
PROPOSALS REQUIRING YOUR VOTE
Proxy Statement
Principal Occupation
- Former President of BNY Mellon (from 2013-2016)
Current Public Directorships
- None
Other Directorships Held in the Past Five Years
- Wells Fargo & Company
- SunCoke Energy
Other Activities
- John Hopkins University, Trustee
- Director Global Lyme Alliance
- Former Director and Chair, Penn State University
- Business Committee Member, Metropolitan Museum of Art
KAREN B. PEETZ
Independent Director
Age 63
Director since 2018
Committees
Audit, Finance
Nominee Highlights
Ms. Peetz adds deep financial and operational leadership experience in complex, global markets to the Board.
In particular, Ms. Peetz’s experience serving as president of one of the world’s largest custodian banks and asset
servicing companies brings critical insight to the Company’s financial affairs, including its borrowings, capitalization,
and liquidity as well as financial management and risk management. Ms. Peetz also has extensive experience
leading with respect to governance and corporate responsibility matters that complement the Company’s
commitment to these issues.
Principal Occupation
- Chairman (from 2006-2013) and Chief Executive Officer (from 2004-2013) of United States Steel Corporation (a
steel manufacturing company).
Current Public Directorships
- Marathon Petroleum Corporation
- MPLX LP (a publicly traded subsidiary of
Marathon Petroleum Corporation)
- Concho Resources Inc.
Other Directorships Held in the Past Five Years
- None
Other Activities
- Former Director and Chair, Federal Reserve Bank of Cleveland
- Director, UPMC
- Former Director and Former Chair, National Safety Council
- Director and Former Chair, Allegheny County Parks Foundation
JOHN P. SURMA
Independent Director
Age 64
Director since 2013
Committees
Audit (Chair), Finance,
Executive
Nominee Highlights
Mr. Surma’s experience as the former chairman and chief executive officer of a large industrial company provides
significant and direct expertise across all aspects of the Company’s operational and financial affairs. In particular,
Mr. Surma’s financial experience, having previously served as the chief financial officer of United States Steel
Corporation and as a partner of the audit firm PricewaterhouseCoopers LLP, provides the Board with valuable
insight into financial reporting and accounting oversight of a public company. Mr. Surma’s board memberships and
other activities provide the Board an understanding of developments in the energy sector as the Company seeks to
develop more energy-efficient operations and insight into national and international business and trade policy that
could impact the Company.
14
PROPOSALS REQUIRING YOUR VOTE
Proxy Statement
Principal Occupation
- Chairman of Financial Accounting Standards Advisory Council from 2002 through 2006.
- Chairman, President and Chief Executive Officer of Foster Wheeler Ltd. (provider of design, engineering,
construction, manufacturing, management and environmental services) from 1994 to 2001.
Current Directorships
- CVS Health Corporation
- Hubbell Incorporated*
- Public Service Enterprise Group
Other Directorships Held in the Past Five Years
- Kaman Corporation
* Mr. Swift is not standing for re-election as director at Hubbell Incorporated at its annual meeting to be held in May 2019.
RICHARD J. SWIFT
Lead Director
Independent Director
Age 74
Director since 1995
Committees
Audit, Finance, Executive,
Technology and Innovation
Nominee Highlights
Mr. Swift’s experience as chairman and chief executive officer of a global engineering firm, the fact that he was
a licensed professional engineer for 35 years prior to his retirement, and his five-year leadership of the advisory
organization to the Financial Accounting Standards Board (FASB) imparts substantial expertise to all of the
Company’s operational and financial matters. His leadership of an organization that was instrumental in some of
the world’s most significant engineering projects provides unique insight into the complex systems involved in
the efficient and effective development of buildings and industrial operations, which represent key global market
segments for the Company’s products and services. Mr. Swift’s board memberships include firms engaged in the
manufacture and distribution of industrial, electrical and electronic products, which directly correspond to key
elements of the Company’s growth and operational strategies.
Principal Occupation
- Chairman, President and Chief Executive Officer of Applied Biosystems Inc. (a developer, manufacturer and
marketer of life science systems and genomic information products) from 1995 until his retirement in 2008.
Current Directorships
- CVS Health Corporation
Other Directorships Held in the Past Five Years
- C.R. Baird, Inc.
TONY L. WHITE
Independent Director
Age 72
Director since 1997
Committees
Compensation (Chair),
Corporate Governance
and Nominating, Executive,
Technology and Innovation
Nominee Highlights
Mr. White’s extensive management experience, including 13 years as chairman and chief executive officer of
an advanced-technology life sciences firm, provides substantial expertise and guidance across all aspects of the
Company’s operational and financial affairs. In particular, Mr. White’s leadership of an organization whose success
was directly connected to innovation and applied technologies aligns with the Company’s focus on innovation as
a key source of growth. The Company benefits from Mr. White’s experience and board memberships focusing
on developments related to biotechnology and healthcare delivery systems which offer instructive process
methodologies to accelerate our innovation efforts.
Ingersoll Rand 2019 Proxy Statement
15
PROPOSALS REQUIRING YOUR VOTE
Proxy Statement
PROPOSALS REQUIRING YOUR VOTE
Advisory Approval of the Compensation of Our Named Executive Officers
The Board of Directors recommends a vote FOR advisory approval of the compensation of
our Named Executive Officers as disclosed in the Compensation Discussion and Analysis, the
compensation tables, and the related disclosure contained in this proxy statement.
Item 2.
The Company is presenting the following proposal, commonly known as a “Say-on-Pay” proposal, which gives you as a shareholder
the opportunity to endorse or not endorse our compensation program for Named Executive Officers by voting for or against the
following resolution:
“RESOLVED, that the shareholders approve the compensation of the Company’s Named Executive Officers, as disclosed in
the Compensation Discussion and Analysis, the compensation tables, and the related disclosure contained in the Company’s
proxy statement.”
While our Board of Directors intends to carefully consider the shareholder vote resulting from the proposal, the final vote will not be
binding on us and is advisory in nature.
In considering your vote, please be advised that our compensation program for Named Executive Officers is guided by our design
principles, as described in the Compensation Discussion and Analysis section of this Proxy Statement:
(i) business strategy alignment
(ii) pay for performance
(iii) mix of short and long-term incentives
(iv) internal parity
(v) shareholder alignment
(vi) market competitiveness
By following these design principles, we believe that our compensation program for Named Executive Officers is strongly aligned
with the long-term interests of our shareholders.
Approval of Appointment of Independent Auditors
The Board of Directors recommends a vote FOR the proposal to approve the appointment of PwC
as independent auditors of the Company and to authorize the Audit Committee of the Board of
Directors to set the auditors’ remuneration.
Item 3.
The Audit Committee is directly responsible for the appointment, compensation, retention and oversight of the independent
external audit firm retained to audit the Company’s financial statements and internal controls over financial reporting. In executing
its responsibilities, the Audit Committee engages in an annual evaluation of the qualifications, performance and independence of
PricewaterhouseCoopers LLP (“PwC”). In assessing independence, the Committee reviews the fees paid, including those related
to non-audit services. The Audit Committee has sole authority to approve all engagement fees to be paid to PwC. The Audit
Committee regularly meets with the lead audit partner without members of management present, and in executive session with
only the Audit Committee members present, which provides the opportunity for continuous assessment of the firm’s effectiveness
and independence and for consideration of rotating audit firms.
In addition, as part of its normal cadence, the Audit Committee considers whether there should be a regular rotation of the
independent registered public accounting firm. The Audit Committee ensures that the mandated rotation of PwC’s lead
engagement partner occurs routinely and the Audit Committee and its Chairman are directly involved in the selection of PwC’s
lead engagement partner.
The Audit Committee has recommended that shareholders approve the appointment of PwC as our independent auditors for
the fiscal year ending December 31, 2019, and authorize the Audit Committee of our Board of Directors to set the independent
auditors’ remuneration.
16
PROPOSALS REQUIRING YOUR VOTE
Proxy Statement
PwC has been acting continuously as our independent auditors for over one hundred years and, both by virtue of its long familiarity
with the Company’s affairs and its professional competencies and resources, is considered best qualified to perform this important
function. The Audit Committee and the Board believe that the continued retention of PwC to serve as our independent external
auditors is in the best interests of the Company and its investors.
Representatives of PwC will be present at the Annual General Meeting and will be available to respond to appropriate questions.
They will have an opportunity to make a statement if they so desire.
AUDIT COMMITTEE REPORT
While management has the primary responsibility for the financial statements and the financial reporting process, including the
system of internal controls, the Audit Committee reviews the Company’s audited financial statements and financial reporting
process on behalf of the Board of Directors. The independent auditors are responsible for performing an independent audit of
the Company’s consolidated financial statements in accordance with the standards of the Public Company Accounting Oversight
Board (United States) (the “PCAOB”) and to issue a report thereon. The Audit Committee monitors those processes. In this
context, the Audit Committee has met and held discussions with management and the independent auditors regarding the fair and
complete presentation of the Company’s results. The Audit Committee has discussed significant accounting policies applied by the
Company in its financial statements, as well as alternative treatments. Management has represented to the Audit Committee that
the Company’s consolidated financial statements were prepared in accordance with United States generally accepted accounting
principles, and the Audit Committee has reviewed and discussed the consolidated financial statements with management and the
independent auditors. The Audit Committee also discussed with the independent auditors the matters required to be discussed by
Auditing Standard No. 16, “Communications with Audit Committees” issued by the PCAOB.
In addition, the Audit Committee has received and reviewed the written disclosures and the letter from PwC required by the PCAOB
regarding PwC’s communications with the Audit Committee concerning independence and discussed with PwC the auditors’
independence from the Company and its management in connection with the matters stated therein. The Audit Committee also
considered whether the independent auditors’ provision of non-audit services to the Company is compatible with the auditors’
independence. The Audit Committee has concluded that the independent auditors are independent from the Company and
its management.
The Audit Committee discussed with the Company’s internal and independent auditors the overall scope and plans for their
respective audits. The Audit Committee meets separately with the internal and independent auditors, with and without management
present, to discuss the results of their examinations, the evaluations of the Company’s internal controls and the overall quality of the
Company’s financial reporting.
In reliance on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors, and the
Board has approved, that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal
year ended December 31, 2018 (“2018 Form 10-K”), for filing with the Securities and Exchange Commission (the “SEC”). The Audit
Committee has selected PwC, subject to shareholder approval, as the Company’s independent auditors for the fiscal year ending
December 31, 2019.
AUDIT COMMITTEE
John P. Surma (Chair)
Ann C. Berzin
John Bruton
Myles P. Lee
Karen B. Peetz
Richard J. Swift
Ingersoll Rand 2019 Proxy Statement
17
PROPOSALS REQUIRING YOUR VOTE
Proxy Statement
FEES OF THE INDEPENDENT AUDITORS
The following table shows the fees paid or accrued by the Company for audit and other services provided by PwC for the fiscal years
ended December 31, 2018 and 2017:
2018
($)
2017
($)
Audit Fees
(a)
12,450,000 12,872,000
Audit-Related Fees
(b)
263,000
159,000
Tax Fees
(c)
2,616,000 3,101 000
All Other Fees
(d)
9,000 9,000
Total 15,338,000 16,141,000
(a) Audit Fees for the fiscal years ended December 31, 2018 and 2017, respectively, were for professional services rendered for the audits of the Company’s annual
consolidated financial statements and its internal controls over financial reporting, including quarterly reviews, statutory audits, issuance of consents, audit procedures
related to U.S. tax legislations in 2017, assistance with, and review of, documents filed with the SEC and comfort letter preparation.
(b) Audit-Related Fees consist of assurance services that are related to performing the audit and review of our financial statements including employee benefit plan audits.
Audit Related Fees for the fiscal year ended December 31, 2018 and December 31, 2017 include employee benefit plan audits.
(c) Tax Fees for the fiscal year ended December 31, 2018 and 2017 include consulting and compliance services in the U.S. and non-U.S. locations.
(d) All Other Fees for the fiscal year ended December 31, 2018 and 2017 include license fees for technical accounting software.
The Audit Committee has adopted policies and procedures which require that the Audit Committee pre-approve all non-audit
services that may be provided to the Company by its independent auditors. The policy: (i) provides for pre-approval of an annual
budget for each type of service; (ii) requires Audit Committee approval of specific projects if not included in the approved budget;
and (iii) requires Audit Committee approval if the forecast of expenditures exceeds the approved budget on any type of service.
The Audit Committee pre-approved all of the services described under “Audit-Related Fees,” “Tax Fees” and “All Other Fees.” The
Audit Committee has determined that the provision of all such non-audit services is compatible with maintaining the independence
of PwC.
Renewal of the Directors’ existing authority to issue shares
The Board of Directors recommends that you vote FOR renewing the Directors’ authority to
issue shares.
Item 4.
Under Irish law, directors of an Irish public limited company must have authority from its shareholders to issue any shares, including
shares which are part of the company’s authorized but unissued share capital. Our shareholders provided the Directors with this
authorization at our 2018 annual general meeting on June 7, 2018 for a period of 18 months. Because this share authorization period
will expire in December 2019, we are presenting this proposal to renew the Directors’ authority to issue our authorized shares on the
terms set forth below.
We are seeking approval to authorize our Board of Directors to issue up to 33% of our issued ordinary share capital as of April 8,
2019 (the latest practicable date before this proxy statement), for a period expiring 18 months from the passing of this resolution,
unless renewed, varied or revoked.
Granting the Board of Directors this authority is a routine matter for public companies incorporated in Ireland and is consistent with Irish
market practice. This authority is fundamental to our business and enables us to issue shares, including in connection with our equity
compensation plans (where required) and, if applicable, funding acquisitions and raising capital. We are not asking you to approve an
increase in our authorized share capital or to approve a specific issuance of shares. Instead, approval of this proposal will only grant the
Board of Directors the authority to issue shares that are already authorized under our articles of association upon the terms below. In
addition, we note that, because we are a NYSE-listed company, our shareholders continue to benefit from the protections afforded to
them under the rules and regulations of the NYSE and the SEC, including those rules that limit our ability to issue shares in specified
circumstances. Furthermore, we note that this authorization is required as a matter of Irish law and is not otherwise required for other
non-Irish companies listed on the NYSE with whom we compete. Renewal of the Directors’ existing authority to issue shares is fully
consistent with NYSE rules and listing standards and with U.S. capital markets practice and governance standards.
18
PROPOSALS REQUIRING YOUR VOTE
Proxy Statement
As required under Irish law, the resolution in respect of this proposal is an ordinary resolution that requires the affirmative vote of a
simple majority of the votes cast.
The text of this resolution is as follows:
“That the Directors be and are hereby generally and unconditionally authorized with effect from the passing of this resolution to
exercise all powers of the Company to allot relevant securities (within the meaning of Section 1021 of the Companies Act 2014)
up to an aggregate nominal amount of $87,655,777 (87,655,777 shares) (being equivalent to approximately 33% of the aggregate
nominal value of the issued ordinary share capital of the Company as of April 8, 2019 (the latest practicable date before this proxy
statement)), and the authority conferred by this resolution shall expire 18 months from the passing of this resolution, unless
previously renewed, varied or revoked; provided that the Company may make an offer or agreement before the expiry of this
authority, which would or might require any such securities to be allotted after this authority has expired, and in that case, the
Directors may allot relevant securities in pursuance of any such offer or agreement as if the authority conferred hereby had not
expired.”
Renewal of the Directors’ existing authority to issue shares for cash without first
offering shares to existing shareholders.
The Board of Directors recommends that you vote FOR renewing the Directors’ authority to issue
shares for cash without first offering shares to existing shareholders.
Item 5.
Under Irish law, unless otherwise authorized, when an Irish public limited company issues shares for cash, it is required first to offer
those shares on the same or more favorable terms to existing shareholders of the company on a pro-rata basis (commonly referred
to as the statutory pre-emption right). Our shareholders provided the Directors with this authorization at our 2018 annual general
meeting on June 7, 2018 for a period of 18 months. Because this share authorization period will expire in December 2019, we are
presenting this proposal to renew the Directors’ authority to opt-out of the pre-emption right on the terms set forth below.
We are seeking approval to authorize our Board of Directors to opt out of the statutory pre-emption rights provision in the event of
(1) the issuance of shares for cash in connection with any rights issue and (2) any other issuance of shares for cash, if the issuance is
limited to up to 5% of our issued ordinary share capital as of April 8, 2019 (the latest practicable date before this proxy statement),
for a period expiring 18 months from the passing of this resolution, unless renewed, varied or revoked.
Granting the Board of Directors this authority is a routine matter for public companies incorporated in Ireland and is consistent with
Irish market practice. Similar to the authorization sought for Item 4, this authority is fundamental to our business and enables us to
issue shares under our equity compensation plans (where required) and if applicable, will facilitate our ability to fund acquisitions
and otherwise raise capital. We are not asking you to approve an increase in our authorized share capital. Instead, approval of this
proposal will only grant the Board of Directors the authority to issue shares in the manner already permitted under our articles of
association upon the terms below. Without this authorization, in each case where we issue shares for cash, we would first have
to offer those shares on the same or more favorable terms to all of our existing shareholders. This requirement could undermine
the operation of our compensation plans and cause delays in the completion of acquisitions and capital raising for our business.
Furthermore, we note that this authorization is required as a matter of Irish law and is not otherwise required for other non-Irish
companies listed on the NYSE with whom we compete. Renewal of the Directors’ existing authorization to opt out of the statutory
pre-emption rights as described above is fully consistent with NYSE rules and listing standards and with U.S. capital markets practice
and governance standards.
As required under Irish law, the resolution in respect of this proposal is a special resolution that requires the affirmative vote of at
least 75% of the votes cast.
Ingersoll Rand 2019 Proxy Statement
19
PROPOSALS REQUIRING YOUR VOTE
Proxy Statement
The text of the resolution in respect of this proposal is as follows:
“As a special resolution, that, subject to the passing of the resolution in respect of Item 4 as set out above and with effect from
the passing of this resolution, the Directors be and are hereby empowered pursuant to Section 1023 of the Companies Act 2014
to allot equity securities (as defined in Section 1023 of that Act) for cash, pursuant to the authority conferred by Item 5 as if sub-
section (1) of Section 1022 did not apply to any such allotment, provided that this power shall be limited to:
(a) the allotment of equity securities in connection with a rights issue in favor of the holders of ordinary shares (including rights
to subscribe for, or convert into, ordinary shares) where the equity securities respectively attributable to the interests of such
holders are proportional (as nearly as may be) to the respective numbers of ordinary shares held by them (but subject to
such exclusions or other arrangements as the Directors may deem necessary or expedient to deal with fractional entitlements
that would otherwise arise, or with legal or practical problems under the laws of, or the requirements of any recognized
regulatory body or any stock exchange in, any territory, or otherwise); and
(b) the allotment (otherwise than pursuant to sub-paragraph (a) above) of equity securities up to an aggregate nominal value
of $13,281,178 (13,281,178 shares) (being equivalent to approximately 5% of the aggregate nominal value of the issued
ordinary share capital of the Company as of April 8, 2019 (the latest practicable date before this proxy statement)) and the
authority conferred by this resolution shall expire 18 months from the passing of this resolution, unless previously renewed,
varied or revoked; provided that the Company may make an offer or agreement before the expiry of this authority, which
would or might require any such securities to be allotted after this authority has expired, and in that case, the Directors may
allot equity securities in pursuance of any such offer or agreement as if the authority conferred hereby had not expired.”
Determine the price at which the Company can re-allot shares held as treasury shares.
The Board of Directors recommends that shareholders vote FOR the proposal to determine the price
at which the Company can re-allot shares held as treasury shares.
Item 6.
Our open-market share repurchases (redemptions) and other share buyback activities may result in ordinary shares being acquired
and held by the Company as treasury shares. We may reissue treasury shares that we acquire through our various share buyback
activities including in connection with our executive compensation program and our director programs.
Under Irish law, our shareholders must authorize the price range at which we may re-allot any shares held in treasury. In this
proposal, that price range is expressed as a minimum and maximum percentage of the closing market price of our ordinary shares on
the NYSE the day preceding the day on which the relevant share is re-allotted. Under Irish law, this authorization expires 18 months
after its passing unless renewed.
The authority being sought from shareholders provides that the minimum and maximum prices at which an ordinary share held in
treasury may be re-allotted are 95% and 120%, respectively, of the closing market price of the ordinary shares on the NYSE the day
preceding the day on which the relevant share is re-issued, except as described below with respect to obligations under employee
share schemes, which may be at a minimum price of nominal value. Any re-allotment of treasury shares will be at price levels that the
Board considers in the best interests of our shareholders.
As required under Irish law, the resolution in respect of this proposal is a special resolution that requires the affirmative vote of at
least 75% of the votes cast.
20
PROPOSALS REQUIRING YOUR VOTE
Proxy Statement
The text of the resolution in respect of this proposal is as follows:
“As a special resolution, that the re-allotment price range at which any treasury shares held by the Company may be re-allotted
shall be as follows:
(a) the maximum price at which such treasury share may be re-allotted shall be an amount equal to 120% of the “market
price”; and
(b) the minimum price at which a treasury share may be re-allotted shall be the nominal value of the share where such a share is
required to satisfy an obligation under an employee share scheme or any option schemes operated by the Company or, in all
other cases, an amount equal to 95% of the “market price”; and
(c) for the purposes of this resolution, the “market price” shall mean the closing market price of the ordinary shares on the NYSE
the day preceding the day on which the relevant share is re-allotted.
FURTHER, that this authority to re-allot treasury shares shall expire at 18 months from the date of the passing of this resolution
unless previously varied or renewed in accordance with the provisions of Sections 109 and 1078 of the Companies Act 2014.”
Ingersoll Rand 2019 Proxy Statement
21
Proxy Statement
CORPORATE GOVERNANCE
CORPORATE GOVERNANCE GUIDELINES
Our Corporate Governance Guidelines, together with the charters of the various Board committees, provide a framework for the
corporate governance of the Company. The following is a summary of our Corporate Governance Guidelines and practices. A copy
of our Corporate Governance Guidelines, as well as the charters of each of our Board committees, are available on our website at
www.ingersollrand.com under the heading “Company – Corporate Governance.”
ROLE OF THE BOARD OF DIRECTORS
The Company’s business is managed under the direction of the Board of Directors. The role of the Board of Directors is to oversee
the management and governance of the Company and monitor senior management’s performance.
BOARD RESPONSIBILITIES
The Board of Directors’ core responsibilities include:
selecting, monitoring, evaluating and compensating senior management;
assuring that management succession planning is adequate;
reviewing the Company’s financial controls and reporting systems;
overseeing the Company’s management of enterprise risk;
reviewing the Company’s ethical standards and legal compliance programs and procedures; and
evaluating the performance of the Board of Directors, Board committees and individual directors.
BOARD LEADERSHIP STRUCTURE
The positions of Chairman of the Board and CEO at the Company are held by the same person, except in unusual circumstances,
such as during a CEO transition. This policy has worked well for the Company. It is the Board of Directors’ view that the Company’s
corporate governance principles, the quality, stature and substantive business knowledge of the members of the Board, as well
as the Board’s culture of open communication with the CEO and senior management are conducive to Board effectiveness with a
combined Chairman and CEO position.
In addition, the Board of Directors has a strong, independent Lead Director and it believes this role adequately addresses the need
for independent leadership and an organizational structure for the independent directors. The Board of Directors appoints a Lead
Director for a three-year minimum term from among the Board’s independent directors. The Lead Director coordinates the activities
of all of the Board’s independent directors. The Lead Director is the principal confidant to the CEO and ensures that the Board of
Directors has an open, trustful relationship with the Company’s senior management team. In addition to the duties of all directors, as
set forth in the Company’s Governance Guidelines, the specific responsibilities of the Lead Director are as follows:
Chair the meetings of the independent directors when the Chairman is not present;
Ensure the full participation and engagement of all Board members in deliberations;
Lead the Board of Directors in all deliberations involving the CEO’s employment, including hiring, contract negotiations,
performance evaluations, and dismissal;
Counsel the Chairman on issues of interest/concern to directors and encourage all directors to engage the Chairman with their
interests and concerns;
Work with the Chairman to develop an appropriate schedule of Board meetings and approve such schedule, to ensure that the
directors have sufficient time for discussion of all agenda items, while not interfering with the flow of Company operations;
Work with the Chairman to develop the Board and Committee agendas and approve the final agendas;
Keep abreast of key Company activities and advise the Chairman as to the quality, quantity and timeliness of the flow of
information from Company management that is necessary for the directors to effectively and responsibly perform their duties;
although Company management is responsible for the preparation of materials for the Board of Directors, the Lead Director will
approve information provided to the Board and may specifically request the inclusion of certain material;
Engage consultants who report directly to the Board of Directors and assist in recommending consultants that work directly for
Board Committees;
Work in conjunction with the Corporate Governance and Nominating Committee in compliance with Governance Committee
processes to interview all Board candidates and make recommendations to the Board of Directors;
22
CORPORATE GOVERNANCE
Proxy Statement
Assist the Board of Directors and Company officers in assuring compliance with and implementation of the Company’s
Governance Guidelines; work in conjunction with the Corporate Governance Committee to recommend revisions to the
Governance Guidelines;
Call, coordinate and develop the agenda for and chair executive sessions of the Board’s independent directors; act as principal
liaison between the independent directors and the CEO;
Work in conjunction with the Corporate Governance and Nominating Committee to identify for appointment the members of the
various Board Committees, as well as selection of the Committee chairs;
Be available for consultation and direct communication with major shareholders;
Make a commitment to serve in the role of Lead Director for a minimum of three years; and
Help set the tone for the highest standards of ethics and integrity.
Mr. Swift has been the Company’s Lead Director since January 2010 and was re-elected as Lead Director in February 2019.
BOARD RISK OVERSIGHT
The Board of Directors has oversight responsibility of the processes established to report and monitor systems for material risks
applicable to the Company. The Board of Directors focuses on the Company’s general risk management strategy and the most
significant risks facing the Company and ensures that appropriate risk mitigation strategies are implemented by management.
The full Board is responsible for considering strategic risks and succession planning and, at each Board meeting, receives reports
from each Committee as to risk oversight within their areas of responsibility. The Board of Directors has delegated to its various
committees the oversight of risk management practices for categories of risk relevant to their functions as follows:
The Audit Committee oversees risks associated with the Company’s systems of disclosure controls and internal controls over
financial reporting, as well as the Company’s compliance with legal and regulatory requirements. In addition, the Audit Committee
has oversight of the Company’s cybersecurity programs and risks, including board level oversight for management’s actions
with respect to: (1) the practices, procedures, and controls to identify, assess, and manage its key cybersecurity programs and
risks; (2) the protection, confidentiality, integrity, and availability of the Company’s digital information, intellectual property, and
compliance-protected data through the associated networks as it relates to connected networks, suppliers, employees, and
channel partners; and (3) the protection and privacy of data related to Ingersoll Rand’s customers.
The Compensation Committee considers risks related to the attraction and retention of talent and risks related to the design of
compensation programs and arrangements.
The Corporate Governance and Nominating Committee oversees risks associated with board succession, conflicts of interest,
corporate governance and sustainability.
The Finance Committee oversees risks associated with foreign exchange, insurance, credit and debt.
The Company has appointed the Chief Financial Officer (“CFO”) as its Chief Risk Officer and, in that role, the Chief Risk Officer
periodically reports on risk management policies and practices to the relevant Board Committee or to the full Board so that any
decisions can be made as to any required changes in the Company’s risk management and mitigation strategies or in the Board’s
oversight of these. As part of its oversight of the Company’s executive compensation program, the Compensation Committee
considers the impact of the Company’s executive compensation program and the incentives created by the compensation awards
that it administers on the Company’s risk profile. In addition, the Company reviews all of its compensation policies and procedures,
including the incentives that they create and factors that may reduce the likelihood of excessive risk taking, to determine whether
they present a significant risk to the Company. Based on this review, the Company has concluded that its compensation policies and
procedures are not reasonably likely to have a material adverse effect on the Company.
DIRECTOR COMPENSATION AND SHARE OWNERSHIP
It is the policy of the Board of Directors that directors’ fees be the sole compensation received from the Company by any non-
employee director. The Company has a share ownership requirement of five times the annual cash retainer paid to the directors.
A director cannot sell any shares of Company stock until he or she attains such level of ownership and any sale thereafter cannot
reduce the total number of holdings below the required ownership level. A director is required to retain this minimum level of
Company share ownership until his or her resignation or retirement from the Board.
BOARD COMMITTEES
The Board of Directors has the following committees: Audit Committee, Compensation Committee, Corporate Governance and
Nominating Committee, Finance Committee, Technology and Innovation Committee and Executive Committee. The Board of
Directors consists of a substantial majority of independent, non-employee directors. Only non-employee directors serve on the
Audit, Compensation, Corporate Governance and Nominating, Finance and Technology and Innovation Committees. The Board of
Directors has determined that each member of each of these committees is “independent” as defined in the NYSE listing standards
Ingersoll Rand 2019 Proxy Statement
23
CORPORATE GOVERNANCE
Proxy Statement
and the Company’s Guidelines for Determining Independence of Directors. Chairpersons and members of these five committees
are rotated periodically, as appropriate. The Chairman, who is also the CEO, serves on the Company’s Executive Committee and
is Chairperson of such Committee. The remainder of the Executive Committee is comprised of the Lead Director and the non-
employee director Chairpersons of the Audit, Compensation, Corporate Governance and Nominating and Finance Committees.
Committee memberships and chairs are rotated periodically.
BOARD DIVERSITY
The Company’s policy on Board diversity relates to the selection of nominees for the Board of Directors. In selecting a nominee
for the Board, the Corporate Governance and Nominating Committee considers the skills, expertise and background that would
complement the existing Board and ensure that its members are of sufficiently diverse and independent backgrounds, recognizing
that the Company’s businesses and operations are diverse and global in nature. The Board of Directors currently has four female
directors, one Hispanic director and two Irish directors out of a total of 12 directors. In addition, the tenure of our directors is varied,
which brings varying perspectives to our Board functionality.
BOARD ADVISORS
The Board of Directors and its committees may, under their respective charters, retain their own advisors to carry out their responsibilities.
EXECUTIVE SESSIONS
The Company’s independent directors meet privately in regularly scheduled executive sessions, without management present, to
consider such matters as the independent directors deem appropriate. These executive sessions are required to be held no less than
twice each year.
BOARD AND BOARD COMMITTEE PERFORMANCE EVALUATION
The Corporate Governance and Nominating Committee assists the Board in evaluating its performance and the performance of the
Board committees. Each committee also conducts an annual self-evaluation. The effectiveness of individual directors is considered
each year when the directors stand for re-nomination.
DIRECTOR ORIENTATION AND EDUCATION
The Company has developed an orientation program for new directors and provides continuing education for all directors. In
addition, the directors are given full access to management and corporate staff as a means of providing additional information.
DIRECTOR NOMINATION PROCESS
The Corporate Governance and Nominating Committee reviews the composition of the full Board to identify the qualifications and
areas of expertise needed to further enhance the composition of the Board, makes recommendations to the Board concerning the
appropriate size and needs of the Board and, on its own or with the assistance of management, a search firm or others, identifies
candidates with those qualifications. In considering candidates, the Corporate Governance and Nominating Committee will take into
account all factors it considers appropriate, including breadth of experience, understanding of business and financial issues, ability
to exercise sound judgment, diversity, leadership, and achievements and experience in matters affecting business and industry.
The Corporate Governance and Nominating Committee considers the entirety of each candidate’s credentials and believes that
at a minimum each nominee should satisfy the following criteria: highest character and integrity, experience and understanding
of strategy and policy-setting, sufficient time to devote to Board matters, and no conflict of interest that would interfere with
performance as a director. Shareholders may recommend candidates for consideration for Board membership by sending the
recommendation to the Corporate Governance and Nominating Committee, in care of the Secretary of the Company. Candidates
recommended by shareholders are evaluated in the same manner as director candidates identified by any other means.
DIRECTOR RETIREMENT
It is the policy of the Board of Directors that each non-employee director must retire at the annual general meeting immediately
following his or her 75th birthday. Directors who change the occupation they held when initially elected must offer to resign from
the Board of Directors. At that time, the Corporate Governance and Nominating Committee reviews the continued appropriateness
of Board membership under the new circumstances and makes a recommendation to the Board of Directors. Employee directors,
including the CEO, must retire from the Board of Directors at the time of a change in their status as an officer of the Company, unless
the policy is waived by the Board.
DIRECTOR INDEPENDENCE
The Board of Directors has determined that all of our current directors and director nominees, except Mr. Lamach, who is an employee
of the Company, are independent under the standards set forth in Exhibit I to our Corporate Governance Guidelines, which are
consistent with the NYSE listing standards. In determining the independence of directors, the Board evaluated transactions between the
24
CORPORATE GOVERNANCE
Proxy Statement
Company and entities with which directors were affiliated that occurred in the ordinary course of business and that were provided on
the same terms and conditions available to other customers. A copy of Exhibit I to our Corporate Governance Guidelines is available on
our website, www.ingersollrand.com, under the heading “Company—Corporate Governance.”
COMMUNICATIONS WITH DIRECTORS
Shareholders and other interested parties wishing to communicate with the Board of Directors, the non-employee directors or any
individual director (including our Lead Director and Compensation Committee Chair) may do so either by sending a communication
to the Board and/or a particular Board member, in care of the Secretary of the Company, or by e-mail at [email protected].
Depending upon the nature of the communication and to whom it is directed, the Secretary will: (a) forward the communication to
the appropriate director or directors; (b) forward the communication to the relevant department within the Company; or (c) attempt
to handle the matter directly (for example, a communication dealing with a share ownership matter).
MANAGEMENT SUCCESSION PLANNING
Our Board of Directors believes that ensuring leadership continuity and strong management capabilities exist to effectively carry
out the Company’s strategy are critical responsibilities of the board. The board collaborates with the CEO and the SVP, Human
Resources on the succession planning process, including establishing selection criteria that reflect our business strategies,
identifying and developing internal candidates. The Board also ensures there are successors available for key positions in the normal
course of business and for emergency situations.
The full Board formally reviews, at least annually, the plans for development, retention and replacement of key executives, and
most importantly the CEO. In addition, management succession for key leadership positions is discussed regularly by the directors
in Board meetings and in executive sessions of the Board of Directors. Directors become familiar with potential successors for key
leadership positions through various means including regular talent reviews, presentations to the Board, and informal meetings.
CODE OF CONDUCT
The Company has adopted a worldwide Code of Conduct, applicable to all employees, directors and officers, including our CEO, our
CFO and our Chief Accounting Officer. The Code of Conduct meets the requirements of a “code of ethics” as defined by Item 406 of
Regulation S-K, as well as the requirements of a “code of business conduct and ethics” under the NYSE listing standards. The Code
of Conduct covers topics including, but not limited to, conflicts of interest, confidentiality of information, and compliance with laws
and regulations. A copy of the Code of Conduct is available on our website located at www.ingersollrand.com under the heading
“Company—Corporate Governance.” Amendments to, or waivers of the provisions of, the Code of Conduct, if any, made with respect
to any of our directors and executive officers will be posted on our website.
ANTI-HEDGING POLICY AND OTHER RESTRICTIONS
The Company prohibits its directors and executive officers from (i) purchasing any financial instruments designed to hedge or offset
any decrease in the market value of Company securities, (ii) engaging in any form of short-term speculative trading in Company
securities and (iii) holding Company securities in a margin account or pledging Company securities as collateral for a loan.
INVESTOR OUTREACH
We believe it is important to understand our shareholders and their concerns and questions about our Company. During 2018,
we met with a significant number of our major shareholders and with prospective shareholders to answer questions about our
Company and to learn about issues that are important to them. We also held an Investor Day in May 2018 at which we discussed the
Company’s long-term strategy and outlook.
SUSTAINABILITY
Sustainability is more than something we do at Ingersoll Rand – it is everything we do. Through the leadership of our chairman and
CEO and senior leaders, we have embedded sustainability into every aspect of how we operate and help our customers succeed.
Our approach and initiatives are guided by an external Advisory Council on Sustainability and regularly reviewed by our Enterprise
Leadership Team and Board of Directors. Day-to-day, our Center for Efficiency and Sustainability (CEES) team surveys the market
landscape, continually bringing new ideas and requirements forward. This team is also responsible for tracking and disclosing
our progress.
For more information regarding our Company’s commitment to leadership in environmental, social and governance matters and
our achievements in these areas, please also see our 2018 Annual Report to Shareholders included in these proxy materials and
our 2018 ESG Report available on our website located at www.ingersollrand.com under the heading “Strengths—Sustainability.”
For more information regarding our achievements in environmental, social and governance matters, please see “Other Recent
Achievements” in the Executive Summary to our Compensation Discussion and Analysis.
Ingersoll Rand 2019 Proxy Statement
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CORPORATE GOVERNANCE
Proxy Statement
COMMITTEES OF THE BOARD AND ATTENDANCE
AUDIT COMMITTEE
Meetings in 2018: 9
Members
John P. Surma (Chair)
Ann C. Berzin
John Bruton
Myles P. Lee
Karen B. Peetz
Richard J. Swift
Key Functions
Review annual audited and quarterly financial statements, as well as the Company’s disclosures under
“Management’s Discussion and Analysis of Financial Conditions and Results of Operations,” with management
and the independent auditors.
Obtain and review periodic reports, at least annually, from management assessing the effectiveness of the
Company’s internal controls and procedures for financial reporting.
Review the Company’s processes to assure compliance with all applicable laws, regulations and
corporate policy.
Recommend the public accounting firm to be proposed for appointment by the shareholders as our
independent auditors and review the performance of the independent auditors.
Review the scope of the audit and the findings and approve the fees of the independent auditors.
Approve in advance, subject to and in accordance with applicable laws and regulations, permitted audit and
non-audit services to be performed by the independent auditors.
Satisfy itself as to the independence of the independent auditors and ensure receipt of their annual
independence statement.
Discuss with management and the independent auditors the Company’s policies with respect to risk
assessment and risk management, including the review and approval of a risk-based audit plan.
Oversee the Company’s cybersecurity programs and risks.
The Board of Directors has determined that each member of the Audit Committee is “independent” for purposes of the applicable rules and
regulations of the SEC, as defined in the NYSE listing standards and the Company’s Corporate Governance Guidelines, and has determined
that all members other than one meet the qualifications of an “audit committee financial expert,” as that term is defined by rules of the
SEC. In addition, each member of the Audit Committee qualifies as an independent director, meets the financial literacy and independence
requirements of the Securities & Exchange Commission (the “SEC”) and the NYSE applicable to audit committee members and possesses
the requisite competence in accounting or auditing in satisfaction of the requirements for audit committees prescribed by the Companies Act
2014.
A copy of the charter of the Audit Committee is available on our website, www.ingersollrand.com, under the heading “Company—Corporate
Governance – Board Committees and Charters.”
COMPENSATION
COMMITTEE
Meetings in 2018: 5
Members
Tony L. White (Chair)
Kirk E. Arnold
Jared L. Cohon
Gary D. Forsee
Linda P. Hudson
Key Functions
Establish our executive compensation strategies, policies and programs.
Review and approve the goals and objectives relevant to the compensation of the Chief Executive Officer,
evaluate the Chief Executive Officer’s performance against those goals and objectives and set the Chief
Executive Officer’s compensation level based on this evaluation. The Compensation Committee Chair presents
all compensation decisions pertaining to the Chief Executive Officer to the full Board of Directors.
Approve compensation of all other elected officers.
Review and approve executive compensation and benefit programs.
Administer the Company’s equity compensation plans.
Review and recommend significant changes in principal employee benefit programs.
Approve and oversee Compensation Committee consultants.
For a discussion concerning the processes and procedures for determining NEO and director compensation and the role of executive officers
and compensation consultants in determining or recommending the amount or form of compensation, see “Compensation Discussion and
Analysis” and “Compensation of Directors,” respectively. The Board of Directors has determined that each member of the Compensation
Committee is “independent” as defined in the NYSE listing standards and the Company’s Corporate Governance Guidelines. In addition, the
Board of Directors has determined that each member of the Compensation Committee qualifies as a “Non-Employee Director” within the
meaning of Rule 16b-3 of the Securities Exchange Act of 1934 and an “outside director” within the meaning of Section 162(m) of the Code.
A copy of the charter of the Compensation Committee is available on our website, www.ingersollrand.com, under the heading “Company—Corporate
Governance – Board Committees and Charters.”
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CORPORATE GOVERNANCE
Proxy Statement
CORPORATE
GOVERNANCE
AND NOMINATING
COMMITTEE
Meetings in 2018: 5
Members
Gary D. Forsee (Chair)
Kirk E. Arnold
Jared L. Cohon
Linda P. Hudson
Tony L. White
Key Functions
Identify individuals qualified to become directors and recommend the candidates for all directorships.
Recommend individuals for election as officers.
Review the Company’s Corporate Governance Guidelines and make recommendations for changes.
Consider questions of independence of directors and possible conflicts of interest of directors as well as
executive officers.
Take a leadership role in shaping the corporate governance of the Company.
Oversee the Company’s sustainability efforts.
The Board of Directors has determined that each member of the Corporate Governance and Nominating Committee is “independent” as
defined in the NYSE listing standards and the Company’s Corporate Governance Guidelines.
A copy of the charter of the Corporate Governance and Nominating Committee is available on our website, www.ingersollrand.com, under
the heading “Company—Corporate Governance – Board Committees and Charters.”
FINANCE
COMMITTEE
Meetings in 2018: 5
Members
Ann C. Berzin (Chair)
John Bruton
Myles P. Lee
Karen B. Peetz
John P. Surma
Richard J. Swift
Key Functions
Consider and recommend for approval by the Board of Directors (a) issuances of equity and/or debt securities;
or (b) authorizations for other financing transactions, including bank credit facilities.
Consider and recommend for approval by the Board of Directors the repurchase of the Company’s shares.
Review cash management policies.
Review periodic reports of the investment performance of the Company’s employee benefit plans.
Consider and recommend for approval by the Board of Directors of the Company’s external dividend policy.
Consider and approve the Company’s financial risk management activities, including the areas of foreign
exchange, commodities, and interest rate exposures, insurance programs and customer financing risks.
The Board of Directors has determined that each member of the Finance Committee is “independent” as defined in the NYSE listing standards
and the Company’s Corporate Governance Guidelines.
A copy of the charter of the Finance Committee is available on our website, www.ingersollrand.com, under the heading “Company—Corporate
Governance – Board Committees and Charters.”
EXECUTIVE
COMMITTEE
Meetings in 2018: 0
Members
Michael W. Lamach
(Chair)
Ann C. Berzin
Gary D. Forsee
John P. Surma
Richard J. Swift
Tony L. White
Key Functions
Aid the Board in handling matters which, in the opinion of the Chairman of the Board or Lead Director, should
not be postponed until the next scheduled meeting of the Board (except as limited by the charter of the
Executive Committee).
The Board of Directors has determined that each member of the Executive Committee (other than Michael W. Lamach) is “independent” as defined
in the NYSE listing standards and the Company’s Corporate Governance Guidelines.
A copy of the charter of the Executive Committee is available on our website, www.ingersollrand.com, under the heading “Company—Corporate
Governance – Board Committees and Charters.”
Ingersoll Rand 2019 Proxy Statement
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CORPORATE GOVERNANCE
Proxy Statement
TECHNOLOGY
AND INNOVATION
COMMITTEE
Meetings in 2017: 2
Members
Jared L. Cohon (Chair)
Kirk E. Arnold
John Bruton
Gary D. Forsee
Linda P. Hudson
Richard J. Swift
Tony L. White
Key Functions
Review the Company’s technology and innovation strategy and approach, including its impact on the
Company’s performance, growth and competitive position.
Review with management technologies that can have a material impact on the Company, including product and
process development technologies, manufacturing technologies and practices, and the utilization of quality
assurance programs.
Assist the Board in its oversight of the Company’s investments in technology and innovation, including through
acquisitions and other business development activities.
Review technology trends that could significantly affect the Company and the industries in which it operates.
Assist the Board in its oversight of the Company’s technology and innovation initiatives.
Oversee the direction and effectiveness of the Company’s research and development operations
The Board of Directors has determined that each member of the Technology and Innovation Committee is “independent” as defined in the
NYSE listing standards and the Company’s Corporate Governance Guidelines.
A copy of the charter of the Technology and Innovation Committee is available on our website, www.ingersollrand.com, under the heading
“Company—Corporate Governance – Board Committees and Charters.”
All directors attended at least 75% or more of the total number of meetings of the Board of Directors and the committees on
which he or she served during the year. The Company’s non-employee directors held 5 independent director meetings without
management present during the fiscal year 2018. It is the Board’s general practice to hold independent director meetings in
connection with regularly scheduled Board meetings.
The Company expects all Board members to attend the annual general meeting, but from time to time other commitments prevent
all directors from attending the meeting. All of the members of our Board standing for re-election at the 2018 Annual General
Meeting attended that meeting, which was held on June 7, 2018.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Our Compensation Committee is composed solely of independent directors. During fiscal 2018, no member of our Compensation
Committee was an employee or officer or former officer of the Company or had any relationships requiring disclosure under Item
404 of Regulation S-K. None of our executive officers has served on the board of directors or compensation committee of any other
entity that has or has had one or more executive officers who served as a member of our Board or our Compensation Committee
during fiscal 2018.
28
Proxy Statement
COMPENSATION OF DIRECTORS
DIRECTOR COMPENSATION
Our director compensation program is designed to compensate non-employee directors fairly for work required for a company of
our size and scope and to align their interests with the long-term interests of our shareholders. The program reflects our desire to
attract, retain and use the expertise of highly qualified people serving on the Company’s Board of Directors. Employee directors
do not receive any additional compensation for serving as a director. Our 2018 director compensation program for non-employee
directors consisted of the following elements:
Compensation Element Compensation Value ($)
Annual Retainer ($142,500 paid in cash and $162,500 paid in restricted stock units) * 305,000
Audit Committee Chair Cash Retainer 30,000
Compensation Committee Chair Cash Retainer 20,000
Corporate Governance and Nominating Committee Chair and Finance Committee Chair Cash Retainer 15,000
Executive Committee Chair Retainer No retainer paid to the Chair
Technology and Innovation Committee Chair Retainer 7,500
Audit Committee Member Cash Retainer (other than Chair) 7,500
Lead Director Cash Retainer 50,000
Additional Meetings or Unscheduled Planning Session Fees 2,500
(per meeting or session)
* The number of restricted stock units granted is determined by dividing the grant date value of the award, $162,500, by the average of the high and low prices of
the Company’s common stock on the date of grant. A director who retires, resigns or otherwise separates from the Company for any reason receives a pro-rata cash
retainer payment for the quarter in which such event occurs based on the number of days elapsed since the end of the immediately preceding quarter and immediately
vests in any unvested restricted stock units.
The Corporate Governance and Nominating Committee periodically reviews the compensation level of our non-employee directors
in consultation with the Committee’s independent compensation consultant, Korn Ferry, and makes recommendations to the Board
of Directors.
Under our 2018 Incentive Stock Plan, the aggregate amount of stock-based and cash-based awards which may be granted to
any non-employee director in respect of any calendar year, solely with respect to his or her service as a member of the Board of
Directors, is limited to $1,000,000.
SHARE OWNERSHIP REQUIREMENT
To align the interests of directors with shareholders, the Board of Directors has adopted a share ownership requirement of five times
the annual cash retainer paid to the directors. A director cannot sell any shares of Company stock until he or she attains such level
of ownership and any sale thereafter cannot reduce the total number of holdings below the required ownership level. A director is
required to retain this minimum level of Company share ownership until his or her resignation or retirement from the Board.
Ingersoll Rand 2019 Proxy Statement
29
COMPENSATION OF DIRECTORS
Proxy Statement
2018 DIRECTOR COMPENSATION
The compensation paid or credited to our non-employee directors for the year ended December 31, 2018, is summarized in the
table below.
Name
Fees earned
or paid in cash
($)
(a)
Equity / Stock
Awards
($)
(b)
All Other
Compensation
($)
(c)
Total
($)
K. E. Arnold 131,146 162,531 293,677
A. C. Berzin 165,000 162,531 327,531
J. Bruton 146,724 162,531 309,255
J.L. Cohon 150,000 162,531 1,349 313,880
G.D. Forsee 157,500 162,531 320,031
L. P. Hudson 145,776 162,531 308,307
M. P. Lee 150,000 162,531 312,531
K. B. Peetz 111,655 162,531 274,187
J.P. Surma 175,000 162,531 337,531
R.J. Swift 200,000 162,531 362,531
T.L. White 162,500 162,531 325,031
(a) The amounts in this column represent the following: annual cash retainer, the Committee Chair retainers, the Audit Committee member retainer, the Lead Director
retainer, and the Board, Committee and other meeting or session fees.
Name
Cash
Retainer
($)
Committee
Chair Retainer
($)
Audit
Committee
Member
Retainer
($)
Lead
Director
Retainer
Fees
($)
Board,
Committee and
Other Meeting
or Session Fees
($)
Total Fees
earned or
paid in cash
($)
K. E. Arnold 128,646 2,500 131,146
A. C. Berzin 142,500 15,000 7,500 165,000
J. Bruton 142,500 4,224 146,724
J.L. Cohon 142,500 7,500 150,000
G.D. Forsee 142,500 15,000 157,500
L. P. Hudson 142,500 3,276 145,776
M. P. Lee 142,500 7,500 150,000
K. B. Peetz 106,092 5,563 111,655
J.P. Surma 142,500 30,000 2,500 175,000
R.J. Swift 142,500 7,500 50,000 200,000
T.L. White 142,500 20,000 162,500
(b) Represents RSUs awarded in 2018 as part of each director’s annual retainer. The amounts in this column reflect the aggregate grant date fair value of RSU awards
granted for the year under Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 718 and do not reflect amounts paid to or
realized by the directors. For a discussion of the assumptions made in determining the ASC 718 values see Note 13, “Share-Based Compensation,” to the Company’s
consolidated financial statements contained in its 2018 Form 10-K.
(c) Includes spousal travel in connection with board duties and payment of Irish taxes on such travel.
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COMPENSATION OF DIRECTORS
Proxy Statement
COMPENSATION OF DIRECTORS
For each non-employee director, the following table reflects all unvested RSU awards at December 31, 2018:
Name Number of Unvested RSUs
K. E. Arnold 1,804
A. C. Berzin 1,804
J. Bruton 1,804
J.L. Cohon 1,804
G.D. Forsee 1,804
L. P. Hudson 1,804
M. P. Lee 1,804
K. B. Peetz 1,804
J.P. Surma 1,804
R.J. Swift 1,804
T.L. White 1,804
Ingersoll Rand 2019 Proxy Statement
31
Proxy Statement
COMPENSATION DISCUSSION AND ANALYSIS
The Compensation Discussion and Analysis (“CD&A”) set forth below provides an overview of our executive compensation
philosophy and the underlying programs, including the objectives of such programs, as well as a discussion of how awards are
determined for our Named Executive Officers (“NEOs”). These NEOs include our Chairman and Chief Executive Officer (“CEO”),
our Chief Financial Officer (“CFO”), and our three most highly compensated executive officers from the 2018 fiscal year other than
the CEO and CFO. The NEOs are:
Named Executive Officers Title
Mr. Michael W. Lamach Chairman and Chief Executive Officer
Ms. Susan K. Carter Senior Vice President and Chief Financial Officer
Mr. David S. Regnery Executive Vice President
Ms. Marcia J. Avedon, Ph.D. Senior Vice President, Human Resources, Communications and Corporate Affairs
Ms. Maria C. Green Senior Vice President and General Counsel
This discussion and analysis is divided into the following sections:
I. Executive Summary
II. Compensation Philosophy and Design Principles
III. Factors Considered in the Determination of Target Total Direct Compensation
IV. Role of the Committee, Independent Advisor and Committee Actions
V. Compensation Program Descriptions and Compensation Decisions
VI. Other Compensation and Tax Matters
I. EXECUTIVE SUMMARY
Ingersoll Rand advances the quality of life by creating comfortable, sustainable and efficient environments. Our people and our
family of brands – including Club Car, Ingersoll Rand, Thermo King and Trane – work together to enhance the quality and comfort of
air in homes and buildings, transport and protect food and perishables, and increase industrial productivity and efficiency. We are a
global business committed to a world of sustainable progress and enduring results.
2018 FINANCIAL RESULTS
The following table documents the enterprise financial results realized in 2018 relative to our executive incentive compensation
performance targets established for the period:
Metric Performance
(1)
Revenue
Adjusted Annual Revenue of $15.776 billion, which is 105% of adjusted target and an increase of 12.8% over 2017
Operating Income
Adjusted Operating Income of $2.015 billion, which is 103% of adjusted target and an increase of 18.6% over 2017
Operating Income Margin
Adjusted Operating Income Margin of 12.78%, which is 0.28 percentage points less than target and an increase of
0.63 percentage points over 2017
Cash Flow
Adjusted Cash Flow of $1.172 billion, which is 94% of target and a decrease of 8.6% from 2017
3-Year Earnings Per Share
(EPS) Growth
3-year adjusted EPS growth (2016 - 2018) of 16.92%, which ranks at the 75th percentile of the companies in the
S&P 500 Industrials Index
3-Year Total Shareholder
Return (TSR)
3-year TSR (2016-2018) of 80.43%, which ranks at the 87th percentile of the companies in the S&P 500
Industrials Index
(1) We report our financial results in our annual report on Form 10-K and our quarterly reports on Form 10-Q in accordance with generally accepted accounting principles
(“GAAP”). Our financial results described above for Revenue, Operating Income, Operating Income Margin, Cash Flow and 3-Year EPS Growth have been adjusted to
exclude the impact of certain non-routine and other items as permitted by our incentive plans and approved by the Committee and are non-GAAP financial measures.
These metrics and the related performance targets and results are relevant only to our executive compensation program and should not be used or applied in other
contexts. For a description of how the metrics above are calculated from our GAAP financial statements, please see “Annual Incentive Matrix (’AIM’) - Determination
of Payout” with respect to AIM payments and “Long Term Incentive Program (‘LTI’) – 2016 - 2018 Performance Share Units Payout” with respect to PSP awards.
32
COMPENSATION DISCUSSION AND ANALYSIS
Proxy Statement
Based on our 2018 results for Revenue, Operating Income, Operating Income Margin and Cash Flow, achievement under the
Annual Incentive Matrix (“AIM”) financial score was 126.96% of target for the Enterprise. At the Segment level, 2018 AIM financial
score payout levels were 118.73% of target for the Climate Segment and 174.85% of target for the Industrial Segment.
Based on our average EPS growth rate of 16.92% and a total shareholder return (“TSR”) of 80.43% during the 2016 to 2018
performance period, Performance Share Units (“PSUs”) under our Performance Share Program (“PSP”) achievement was 200%
of target.
OTHER RECENT ACHIEVEMENTS
The company:
Acquired ICS Group Holdings Limited, a leading European temperature control and HVAC solutions provider.
Formed a joint venture with Mitsubishi Electric Corporation to advance ductless and variable refrigerant flow cooling and heating
systems in the U.S. and select Latin American countries.
Continued to reduce significant greenhouse gas emissions from our products and operations.
Achieved our 2020 climate commitment for operations two years ahead of schedule while convening industry leaders to develop
long-term solutions aimed at solving global climate challenges.
Announced investments in on-site solar and off-site wind renewable energy technologies to deepen our climate commitment and
reduce our impact on the environment.
Renewed our membership in the CEO Action for Diversity and Inclusion, focusing on our commitment to advance diversity and
inclusion in the workplace.
Renewed our commitment to the Paradigm for Parity coalition, to bring gender parity to corporate leadership structures by 2030.
Furthered our We Move Food program in partnership with Feeding America to make it easier to transport fresh food to families
who need it most.
Continued to increase our dividend, delivering on our strategy to provide value to our shareholders. In 2018 our dividend
increased by 18% in addition to increasing our revenue, operating income and operating margin.
Earned recognition for company performance in addressing climate change, engaging employees, stewarding the environment
and advancing human rights and citizenship. Examples included:
- One of only three industrial companies named in the Thomson Reuters Global Diversity and Inclusion Index for leading the way
in embedding diversity and inclusion into company strategy;
- In February 2019 we received a gold medal award from the World Environmental Center for our work in integrating
sustainability into the core of our business;
- Named on America’s Most JUST Companies report, which recognizes American companies who are committed to fair pay,
treating customers with respect, producing quality products and minimizing environmental impact;
- Listed on numerous Forbes Indices over the years including being named as one of the world’s best employers; Americas’ best
employers for women and best large employer;
- Awarded the U.S. Chamber of Commerce Foundation’s Best Environmental Stewardship Award for 2018;
- For the sixth consecutive year, recognized by Fortune Magazine as one of the most-admired companies;
- For the first time, added to the Corporate Knights Global 100 Most Sustainable Corporation Index which represents top 2
percent of companies’ sustainability performance;
- For the second consecutive year, awarded a perfect score in workplace equality on the Human Rights Campaign Foundation’s
equality index;
- For the fourth consecutive year, named to the FTSE4Good equity index, which measures companies with strong environmental
stewardship, human rights and corporate governance; and
- For the eighth consecutive year, listed on the Dow Jones Sustainability World and North America Indices—the longest
consecutively listed industrial in both indices.
Maintained strong employee engagement as we sought meaningful ways to enhance the working lives of our employees which
translates into improved commitment to the company’s core values and mission. Our overall employee engagement score
positions us well into the top quartile of all companies globally.
For more information regarding our Company’s commitment to leadership in environmental, social and governance matters and
our achievements in these areas, please also see our 2018 Annual Report to Shareholders included in these proxy materials and our
2018 ESG Report available on our website located at www.ingersollrand.com under the heading “Strengths – Sustainability.”
Ingersoll Rand 2019 Proxy Statement
33
COMPENSATION DISCUSSION AND ANALYSIS
Proxy Statement
EXECUTIVE COMPENSATION PROGRAM OVERVIEW
The Compensation Committee (the “Committee”) has adopted executive compensation programs with a strong link between
pay and the achievement of short-term and long-term Company goals. The primary elements of the executive compensation
programs are:
Total Direct Compensation
Element
(1)
Description of Element
Base Salary
Fixed cash compensation.
Annual Incentive Matrix (“AIM”)
Variable cash incentive compensation. Any award earned is based on performance measured
against pre-defined annual Revenue, Operating Income, Cash Flow and Operating Income Margin
Percent objectives as set by the Committee, as well as individual performance measured against
pre-defined objectives.
Long-Term Incentives (“LTI”)
Variable long-term incentive compensation. Performance is aligned with the Company’s stock
price and is awarded in the form of stock options, restricted stock units (“RSUs”) and PSUs. PSUs
for performance periods beginning prior to 2018 are only payable if the Company’s EPS growth
and TSR relative to companies in the S&P 500 Industrials Index exceed threshold performance.
PSUs granted after January 1, 2018 are only payable if the Company’s Cash Flow Return on
Invested Capital (“CROIC”) and TSR relative to companies in the S&P 500 Industrials Index exceed
threshold performance.
(1) See Section V, “Compensation Program Descriptions and Compensation Decisions”, for additional discussion of these elements of compensation.
As illustrated in the charts below, the Committee places significant emphasis on variable compensation (AIM and LTI) so that
a substantial percentage of each NEO’s target total direct compensation is contingent on the successful achievement of the
Company’s short-term and long-term performance goals.
Chairman and CEO
2018 Compensation Mix
(Target Total Direct Compensation)
Other NEOs
2018 Average Compensation Mix
(Target Total Direct Compensation)
Target AIM 16%
Target Long-Term
Incentive 74%
Base Salary 10%
Pay at Risk 90%
Target AIM 19%
Base Salary 21%
Pay at Risk 79%
Target Long-Term
Incentive 60%
2018 COMMITTEE ACTIONS
The Committee took the following actions during 2018:
Reviewed and then asked the Board of Directors to approve the new Ingersoll-Rand plc Incentive Stock Plan of 2018 (“2018 Stock
Plan”). The 2018 Stock Plan incorporates many compensation best practices including the following:
Time-based equity awards require a “double trigger” to vest upon a change in control unless such awards are not assumed or
continued after the change in control. The automatic vesting acceleration provision for time-based awards which took effect
solely on a change in control in our prior equity plan was eliminated in the 2018 Stock Plan. The 2018 Stock Plan provides that
time-based awards will only vest on a change in control where there is a termination of employment within a designated time
following the change in control, unless such awards are not assumed, substituted or otherwise replaced in connection with the
change in control.
COMPENSATION DISCUSSION AND ANALYSIS
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COMPENSATION DISCUSSION AND ANALYSIS
Proxy Statement
Reasonable limits on full-value awards. For purposes of calculating the shares that remain available for issuance, grants of
options and stock appreciation rights are counted as the grant of one share for each one share actually granted. However, to
protect shareholders from potentially greater dilutive effect of full value awards, all grants of full value awards are deducted
from the 2018 Stock Plan’s share reserve as 4.64 shares for every one share actually granted.
Limitations on grants. Individual limits are imposed on awards granted to any employee pursuant to the 2018 Stock Plan
during any calendar year as follows: (i) a maximum of 750,000 shares of common stock may be subject to all options and stock
appreciation rights and (ii) a maximum of $15 million in performance-based awards.
Non-Employee Director Compensation Limit. The 2018 Stock Plan provides an annual limit of $1,000,000 per calendar year on
the sum of all cash and other compensation and the value of all equity, cash-based and other awards granted to a non-employee
director as a member of the Board of Directors.
Based on feedback from the independent compensation consultant, reviewed and agreed to maintain the current peer group.
GOOD COMPENSATION GOVERNANCE PRACTICES
In addition to the actions taken in 2018, various good compensation governance practices are in place at the Company, including
the following:
What We Do What We Don’t Do
9 Diversified metrics for our AIM and PSP programs to align
with business strategies and shareholder interests
9 Incentive awards tied to the achievement of rigorous
pre-determined and measurable performance objectives
9 Significant emphasis on variable compensation in designing
our compensation mix
9 Regular competitive benchmarking and
compensation reviews
9 Commitment to fair and competitive pay for our employees
and the avoidance of discrimination against any protected
class or individual
9 Annual advisory vote on executive compensation
9 Independent compensation consultant to advise
the Committee
9 Claw-back / recoupment policy
9 Robust stock ownership requirements for our executives
8 No tax gross-ups for any change-in-control agreement
entered into after May 2009 (only 3 of 15 officers have a tax
gross-up provision in an agreement entered into with such
officer prior to May 2009)
8 No dividends on unvested restricted stock and no
dividend equivalents on unvested restricted stock units or
performance units
8 No liberal share recycling practices for options
8 No “Single-trigger” vesting for any cash payments upon a
change in control
8 No “Single-trigger” vesting for any time-based equity awards
upon a change in control
8 No hedging or pledging of Company stock by directors and
executive officers
8 No re-pricing of equity awards
CONSIDERATION OF 2018 ADVISORY VOTE ON EXECUTIVE COMPENSATION
The Committee regularly reviews the philosophy, objectives and elements of our executive compensation programs in relation to our
short and long-term business objectives. In undertaking this review, the Committee considers the views of shareholders as reflected
in their annual advisory vote on our executive compensation proposal. Shareholders voted 93.72% in favor of the company’s
Advisory Approval of the Compensation of our NEOs proposal at our 2018 annual general meeting. Based on the Committee’s
review and the support our executive compensation programs received from shareholders, the Committee determined it would be
appropriate to maintain the core elements of our executive compensation programs.
Ingersoll Rand 2019 Proxy Statement
35
COMPENSATION DISCUSSION AND ANALYSIS
Proxy Statement
II. COMPENSATION PHILOSOPHY AND DESIGN PRINCIPLES
Our executive compensation programs are designed to enable us to attract, retain and focus the talent and energy of executive
officers (including our NEOs) who are capable of meeting the Company’s current and future goals, most notably the creation of
sustainable shareholder value. As we operate in an ever-changing environment, our Committee makes decisions with consideration
of economic, technological, regulatory, investor and competitive factors as well as our executive compensation principles.
The design principles that govern our executive compensation programs are:
Business strategy alignment Our executive compensation programs provide flexibility to align with changing Company or business
strategies. The programs allow for individuals within the Company’s businesses to focus on specific
financial measures to meet the short and long-term plans of the particular business for which they are
accountable. It is not only possible but also desirable for certain leaders to earn substantial awards in
years when their business outperforms against their annual operating plan. Conversely, if a business fails
to meet its performance goals, that business’ leader may earn a lesser award than his or her peers in that
year. To provide a balanced incentive, all executives have a significant portion of their compensation tied
to Company performance.
Pay for performance A strong pay for performance culture is paramount to our Company’s success. As a result, each
executive’s target total direct compensation (“TDC”) is tied to performance of the Company, the
applicable business and individual goals. Company and business performance is measured against
pre-established financial, operational and strategic objectives as set by the Committee. Individual
performance is measured against pre-established individual goals as well as demonstrated leadership
competencies and behaviors consistent with our Company values. In addition, a portion of the long-term
incentive is earned based upon earnings and shareholder value performance relative to peer companies.
Mix of short and long-term incentives A proper mix between short and long-term incentives is important to encourage decision making that
mitigates risk and balances the need to meet our Annual Operating Plan (“AOP”) objectives while also
taking into account the long-term interests of the Company and its shareholders. The mix of pay, including
short and long-term incentives, is determined by considering the Company’s pay for performance
compensation philosophy and strategic objectives as well as competitive market practice.
Internal parity Each executive’s target TDC opportunity is proportionate with the responsibility, scope and
complexity of his or her role within the Company. Thus, comparable jobs are assigned similar target
compensation opportunities.
Shareholder alignment Our executive compensation programs align the interests of our executives with those of shareholders
by rewarding key financial targets such as revenue growth, EPS, CROIC and cash flow. These financial
targets should correlate with both share price appreciation over time and the generation of cash flow
for the Company. In addition, our long-term incentives are tied to total shareholder returns, increases
in value as share price increases, and the effective use of assets to generate cash flow. Other program
requirements, including share ownership guidelines for executives and vesting schedules on equity
awards further align executives’ and shareholders’ interests.
Market competitiveness Compensation opportunities must serve to attract and retain high performing executives in a competitive
environment for talent. Therefore, target TDC levels are set referencing applicable market compensation
benchmarks with consideration of retention and recruiting demands in the industries and markets where
we compete for business and executive talent. Each executive’s target TDC may be above or below the
market benchmark reference based on his or her experience, proficiency, performance and potential in
performing the duties of his or her position in addition to the competitive market for that individual and
his or her experience.
III. FACTORS CONSIDERED IN THE DETERMINATION OF TARGET TOTAL
DIRECT COMPENSATION
Our Committee reviews and evaluates our executive compensation levels and practices against those companies of comparable
revenue, industry and/or business fit with which we compete for executive talent. These reviews are conducted throughout the year
using a variety of methods such as:
The direct analysis of the proxy statements of other diversified industrial companies (refer to peer group below);
A review of compensation survey data of other global, diversified industrial companies of similar size published by independent
consulting firms;
A review of customized compensation survey data provided by independent consulting firms; and
Feedback received from external constituencies.
36
COMPENSATION DISCUSSION AND ANALYSIS
Proxy Statement
The Committee does not rely on a single source of information when making executive compensation decisions. Many of the
companies included in these compensation surveys are also included in the S&P 500 Industrials Index referred to in our 2018
Form 10-K under the caption “Performance Graph.”
The Committee, with the assistance of its independent advisor, develops a peer group that it uses to evaluate executive
compensation programs and levels. The 2018 peer group, shown below, is comprised of the following seventeen global diversified
industrial companies.
3M Fortive Corporation PPG Industries
Cummins, Inc. Honeywell International Rockwell Automation
Danaher Corp Illinois Tool Works Stanley Black & Decker
Dover Johnson Controls Inc. TE Connectivity
Eaton plc Paccar Inc. Textron
Emerson Electric Parker Hannifin Corp
In assessing the relationship of CEO compensation to compensation of other executive officers (including our NEOs), the Committee
considers overall organization structure and scope of responsibility and also reviews the NEOs’ compensation levels relative to the
CEO and to one another. This ensures that the target TDC levels are set in consideration of internal pay equity as well as market
references and each executive’s experience, proficiency, performance and potential in performing the duties of his or her role.
IV. ROLE OF THE COMMITTEE, INDEPENDENT ADVISOR AND
COMMITTEE ACTIONS
Our Committee, which is composed solely of independent directors, oversees our compensation plans and policies, administers our
equity-based programs and reviews and approves all forms of compensation relating to our executive officers, including the NEOs.
The Committee exclusively decides the compensation elements and the amounts to be awarded to our CEO. Our CEO does not
make any recommendations regarding his own compensation and is not informed of these awards until the decisions have been
finalized. Our CEO makes compensation recommendations related to our other NEOs and executive officers. The Committee
considers these recommendations when approving the compensation elements and amounts to be awarded to our other NEOs.
Our Committee is responsible for reviewing and approving amendments to our executive compensation and benefit plans. In addition,
our Committee is responsible for reviewing our principal broad-based employee benefit plans and making recommendations to
our Board of Directors for significant amendments to, or termination of, such plans. The Committee’s duties are described in the
Committee’s Charter, which is available on our website at www.ingersollrand.com.
Our Committee has the authority to retain an independent advisor for the purpose of reviewing and providing guidance related to
our executive compensation and benefit programs. The Committee is directly responsible for the compensation and oversight of the
independent advisor. For 2018, the Committee continued to engage Korn Ferry to serve as its independent compensation advisor.
Korn Ferry provides the following services to the Committee among others:
Review and analysis of executive compensation benchmarking data for the CEO and other top executives as needed;
Review and analysis of the public company peer group used to benchmark the Company’s executive pay levels;
Preparation of ad hoc analyses for the Committee to support decision-making around the executive compensation program; and
Review and analysis of and advisement on management proposals regarding key elements of the executive
compensation program.
Korn Ferry also provided the Corporate Governance and Nominating Committee with advice on director compensation matters
including benchmarking data and market trends. The Committee determined that Korn Ferry is independent and does not have
a conflict of interest. In making this determination, the Committee considered the factors adopted by the NYSE with respect to
independence and conflicts of interest.
Ingersoll Rand 2019 Proxy Statement
37
COMPENSATION DISCUSSION AND ANALYSIS
Proxy Statement
V. COMPENSATION PROGRAM DESCRIPTIONS AND COMPENSATION DECISIONS
The following table provides a summary of the elements, objectives, risk mitigation factors and other key features of our TDC
program. Each of these elements is described in detail below:
Element
Objective of Element including
Risk Mitigation Factors Key Features Relative to NEOs
Base Salary To provide a sufficient and stable source of
cash compensation.
To avoid encouraging excessive risk-taking
by ensuring that an appropriate level of cash
compensation is not variable.
Adjustments are determined by the Committee based on
an evaluation of the NEO’s proficiency in fulfilling his or her
responsibilities, as well as performance against key objectives
and behaviors.
Base salary represents 10% of the CEO’s target total direct
compensation and 21%, on average, for the other NEOs.
Annual Incentive Matrix
(“AIM”) Program
To serve as an annual cash award tied
to the achievement of pre-established
performance objectives.
Structured to take into consideration the
unique needs of the various businesses.
Amount of compensation earned cannot
exceed a maximum payout of 200% of
individual target levels and is also subject
to a claw-back in the event of a financial
restatement in accordance with our
clawback policy.
Each NEO has an AIM target expressed as a percentage of base
salary. Targets are set based on the compensation levels of similar
jobs in comparable companies, as well as on the NEO’s experience
and proficiency level in performing the duties of the role.
Actual AIM payouts are dependent on business and enterprise
financial and individual performance. The financial metrics used to
determine the awards for 2018 were Revenue, Operating Income,
and Cash Flow, modified (up or down) based on Operating Income
Margin performance.
AIM represents 16% of the CEO’s target total direct compensation
and 19%, on average, for the other NEOs.
Performance Share
Program (“PSP”)
To serve as a long-term incentive to
outperform, on a relative basis, companies in
the S&P 500 Industrials Index.
To promote long-term strategic focus and
discourage an overemphasis on attaining
short-term goals.
Amount earned cannot exceed a maximum
payout of 200% of individual target levels and
is also subject to a claw-back in the event of a
financial restatement in accordance with our
clawback policy.
Performance share units (“PSUs”) granted under the PSP are
earned over a 3-year performance period.
The number of PSUs earned is based on relative TSR and relative
EPS growth compared to companies within the S&P 500 Industrials
Index (with equal weight given to each metric) for awards granted
through 2017. Beginning in 2018, the number of PSUs earned is
based on relative TSR and relative CROIC compared to companies
within the S&P 500 Industrials Index (with equal weight given to
each metric).
Actual value of the PSUs earned depends on our share price at
the time of payment. PSUs represent 37% of the CEO’s target total
direct compensation and 30%, on average, for the other NEOs.
Stock Options /
Restricted Stock Units
(“RSUs”)
Aligns the interests of the NEOs
and shareholders.
Awards provide a balance between
performance and retention.
Awards are subject to a claw-back in the event
of a financial restatement in accordance with
our clawback policy.
Stock options and RSUs are granted annually, with stock options
having an exercise price equal to the fair market value of ordinary
shares on the date of grant.
Both stock options and RSUs typically vest ratably over three
years, at a rate of one-third per year.
Stock options expire on the day immediately preceding
the 10th anniversary of the grant date (unless employment
terminates sooner).
A balanced mix of stock options and RSUs represent 37% of the
CEO’s target total direct compensation and 30%, on average, for
the other NEOs.
38
COMPENSATION DISCUSSION AND ANALYSIS
Proxy Statement
COMPENSATION DISCUSSION AND ANALYSIS
BASE SALARY
The table below reflects the base salary adjustments for the NEOs for the 2018 performance period. When determining base
salary adjustments, each NEO is evaluated based on their position to the market for their job and on the results achieved and the
behaviors demonstrated.
(dollar amounts annualized)
2017
($)
2018
($)
Percentage
Change
(%)
M. W. Lamach 1,350,000 1,350,000 No Change
S. K. Carter 720,000 740,000 2.8%
D. Regnery 700,000 740,000 5.7%
M. J. Avedon 625,000 650,000 4.0%
M. C. Green 550,000 570,000 3.6%
ANNUAL INCENTIVE MATRIX (“AIM”)
The AIM program is an annual cash incentive program designed to reward NEOs for Revenue growth, increases in Operating
Income, the delivery of strong Cash Flow and individual contributions to the Company. We believe that our AIM design provides
participants with clarity as to how they can earn a cash incentive based on strong performance relative to each metric. The
Committee establishes a target award for each NEO that is expressed as a percentage of base salary. Individual AIM payouts
are calculated as the product of a financial performance score and an individual performance score, both of which are based on
achievement relative to pre-established performance objectives adopted by the Committee. Individual AIM awards are calculated by
multiplying individual AIM targets by an AIM Payout Percentage calculated as illustrated below:
Financial Score:
Core Financial Metrics x Multiplier =
Adjusted
Financial Score
(0% to 200%) x
Individual
Performance Score
(0% to 150%) =
AIM Payout
Percentage
(0% to 200%)
1/3 Revenue
1/3 Operating Income
1/3 Cash Flow
Operating Margin
Percent
Financial Score x
Multiplier
Performance against
Individual Objectives
Adjusted Financial
Score x Individual
Performance Score
Financial Performance
AIM incentive opportunity is tied to pre-established goals for three equally-weighted performance metrics (“Core Financial
Metrics”): Revenue, Operating Income and Cash Flow. These metrics align with the Company’s objectives to profitably grow the
businesses, and improve margins through operational efficiency. Threshold performance for each metric must be achieved in order
for any incentive to be payable for that metric. The financial AIM payout is the sum of the calculated payout percentage for each
metric, adjusted by an Operating Income Margin percentage multiplier (“Multiplier”), which can range from 85% to 115%.
The Committee retains the authority to adjust the Company’s reported financial results for the impact of changes in accounting
principles, extraordinary items and unusual or non-recurring gains or losses, including significant differences from the assumptions
contained in the financial plan upon which the incentive targets were established, based on its own review and on recommendations
by the CEO. Adjustments to reported financial results are intended to better reflect an executive’s actual performance results,
align award payments with decisions which support the plan and strategies, avoid unintended inflation or deflation of awards
due to unusual or non-recurring items in the applicable period, and emphasize the Company’s preference for long-term and
sustainable growth.
Ingersoll Rand 2019 Proxy Statement
39
COMPENSATION DISCUSSION AND ANALYSIS
Proxy Statement
2018 AIM financial executive compensation performance goals for the NEOs are summarized in the following table:
Pre-Established Financial Targets ($ in millions) *
Revenue
Operating
Income Cash Flow
Payout as %
of Target **
Operating
Income Margin
Operating
Income Margin
Multiplier **
Enterprise
Threshold
$14,259.6 $1,764.8 $1,000.0 30% 12.38% 85%
Target
$15,010.1 $1,960.9 $1,250.0 100% 13.06% 100%
Maximum
$15,760.6 $2,157.0 $1,500.0 200% 13.69% 115%
Climate Segment
Threshold
$11,208.3 $1,599.2 $1,457.8 30% 14.27% 85%
Target
$11,798.2 $1,776.9 $1,822.3 100% 15.06% 100%
Maximum
$12,388.1 $1,954.6 $2,186.8 200% 15.78% 115%
Industrial Segment
Threshold
$3,051.3 $384.7 $333.9 30% 12.61% 85%
Target
$3,211.9 $427.4 $417.4 100% 13.31% 100%
Maximum
$3,372.5 $470.1 $500.9 200% 13.94% 115%
* Reflects the financial goals for the Enterprise and segments to which incentive opportunity for our 2018 NEOs was tied.
** Results are interpolated between performance levels.
For 2018 AIM purposes, Mr. Lamach, Ms. Carter, Ms. Avedon and Ms. Green were measured on the basis of the Enterprise
financial metrics. Mr. Regnery was measured on a combination of Enterprise and Segment metrics (50% Enterprise, 35% Climate and
15% Industrial)
The table below summarizes 2018 performance relative to performance targets and corresponding 2018 AIM payout levels.
($ in millions) Financial Targets
Adjusted Financial
Performance
Payout as a
% of Target
Aggregate
Payout as % of
Target
Operating
Income Margin
Multiplier
AIM Financial
Score for 2018
Enterprise
Revenue $15,010.1 $15,776.0 200%
135.32% 93.82% 126.96%
Operating Income $1,960.9 $2,015.4 128%
Cash Flow $1,250.0 1,172.0 78%
Operating Income Margin 13.06% 12.78% N/A
Climate Segment
Revenue $11,798.2 $12,423.8 200%
131.73% 90.13% 118.73%
Operating Income $1,776.9 $1,806.1 116%
Cash Flow $1,822.3 $1,711.7 79%
Operating Income Margin 15.06% 14.54% N/A
Industrial Segment
Revenue $3,211.9 $3,352.2 187%
165.77% 105.48% 174.85%
Operating Income $427.4 $453.9 162%
Cash Flow $417.4 $457.4 148%
Operating Income Margin 13.31% 13.54% N/A
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COMPENSATION DISCUSSION AND ANALYSIS
Proxy Statement
Individual Performance
Individual objectives are established annually and include strategic initiatives as well as financial and non-financial metrics. Each NEO
is evaluated based upon actual results against established measures and our leadership competencies. At the end of the fiscal year,
the CEO evaluates each NEO’s overall performance against individual objectives and submits a recommendation to the Committee.
The Committee evaluates the CEO’s performance against individual objectives. Based on its evaluation of the CEO, and the CEO’s
recommendation for other NEOs, the Committee determines the individual performance score for each NEO, which can range from
0% to 150%.
In determining the individual factor for each NEO’s AIM award, the Committee considered pre-established individual performance
objectives, including the following:
Execution of identified key growth initiatives and the development of strategic organizational growth capabilities;
Successful achievement of milestones to further implement operational excellence, the business operating system and
sustainability initiatives;
Successful integration of strategic acquisitions;
Accomplishments to further implement the information technology strategy and system launches; and
Improvements in employee engagement, talent development, retention and diversity.
Determination of Payout
The actual AIM payout is determined by multiplying the NEO’s target award by the financial performance score and multiplying that
result by the individual performance score. AIM payouts cannot exceed 200% of the target award. If the overall AIM payout score
is less than 30%, no award is payable. In that event, the CEO, with approval from the Committee, may establish a discretionary pool
(equal to 30% of the target payout levels) for top performers and/or other deserving employees in an amount determined to be
appropriate based on their performance against objectives. Performance targets are established and results are measured against
financial metrics that have been adjusted from our GAAP results as described below.
2018 AIM Revenue, Operating Income and Cash Flow performance goals were set based on 2018 financial plans. The Committee
approved adjustments to 2018 performance results for AIM purposes at the enterprise and segment levels including to (a) exclude
unplanned costs associated with natural disasters in order to bring facilities back to normal operations and provide support to
employees, (b) offset the impact of unplanned costs associated with building a new facility in Augusta, GA after lease versus buy
analysis, (c) offset the foreign exchange impact related to change in functional currency related to inventory revaluation, and
(d) other miscellaneous upward and downward adjustments. All of the above financial adjustments were also reviewed with the
Audit Committee prior to approval by the Committee.
The Committee approved the following AIM awards for NEOs based on achieving both the 2018 financial and individual objectives:
Name AIM Target AIM Financial Score for 2018 Individual Performance Score AIM Award for 2018
M. W. Lamach 160% of $1,350,000 126.96% 105.75% $2,900,000
S. K. Carter 100% of $740,000 126.96% 100% $939,504
D. S. Regnery 100% of $740,000 131.27% 100% $971,398
M. J. Avedon 85% of $650,000 126.96% 105% $736,527
M. C. Green 80% of $570,000 126.96% 100% $578,938
LONG-TERM INCENTIVE PROGRAM (“LTI”)
Our long-term incentive program is comprised of stock options, RSUs and PSUs. This mix of equity-based awards aligns the
executives’ interests with the interests of our shareholders from the perspectives of stock price appreciation and relative
performance. This approach enables us to develop and implement long-term strategies that we believe are in the best interest
of shareholders.
Stock Options/Restricted Stock Units
We grant our NEOs an equal mix of stock options and RSUs. Our Committee believes that this mix provides an effective balance
between performance and retention for our NEOs and conserves share usage under our incentive stock plan. Stock options are
considered “at risk” since there is no value unless the stock price appreciates during the term of the option period. RSUs, on the
other hand, provide stronger retentive value because they have value even if our stock price does not grow during the restricted
period. Our Committee annually reviews our equity mix and grant policies to ensure they are aligned with our pay for performance
philosophy, our executive compensation objectives and the interests of our shareholders.
Ingersoll Rand 2019 Proxy Statement
41
COMPENSATION DISCUSSION AND ANALYSIS
Proxy Statement
Stock option and RSU targets are expressed in dollars. The dollar target is converted to a number of shares based on the fair market
value of the Company’s shares on the date that the award is granted.
Both stock options and RSUs generally vest ratably, one third per year, over a three year period following the grant. Dividend
equivalents are accrued on outstanding RSU awards at the same time and at the same rate as dividends are paid to shareholders.
Dividend equivalents on RSUs are only payable if the underlying RSU award vests. At the time of vesting, one ordinary share is
issued for each RSU and any accrued dividend equivalents are paid in cash.
Performance Share Program (“PSP”)
Our PSP is an equity-based incentive compensation program that provides our NEOs and other key executives with an opportunity
to earn PSUs based on the Company’s performance relative to the companies in the S&P 500 Industrials Index. PSUs granted
through 2017 are earned over a 3-year performance period based equally on our relative EPS growth (from continuing operations)
and relative TSR as compared to the companies within the S&P 500 Industrials Index. Beginning with awards granted in 2018, the
relative EPS performance metric was replaced with relative CROIC. The actual number of PSUs earned for grants made in 2018
(which can range from 0% to 200% of target) is based on the following thresholds:
Ingersoll Rand’s Performance Relative to the Companies
within the S&P 500 Industrials Index
2018 – 2020 Measurement Period
% of Target PSUs Earned *
< 25
th
Percentile 0%
25
th
Percentile 25%
50
th
Percentile 100%
≥ 75
th
Percentile 200%
* Results are interpolated between percentiles achieved.
The NEOs’ PSP target awards, expressed as a dollar amount, are set in consideration of competitive long-term incentive market
values for executives in our peer group with similar roles and responsibilities and our mix of long-term incentives. The dollar target
is converted to share equivalent PSUs based on the fair market value of the Company’s shares on the date that the award is granted.
The number of PSUs earned is based on relative TSR and relative CROIC compared to companies within the S&P 500 Industrials
Index (with equal weight given to each metric).
TSR is measured as the total stock price appreciation and dividends earned during the three years of the performance cycle.
To prevent an anomalous short-term change in stock price from having an inappropriate and outsized impact on payout levels,
a 30-day average stock price at the beginning and ending periods is used. TSR provides a tool for measuring performance
among peers.
CROIC is measured by dividing Free Cash Flow by a combination of gross fixed assets (Plant, Property & Equipment) plus Working
Capital (Accounts and Notes Receivable plus Inventory less Accounts and Notes Payable). CROIC is calculated in accordance with
GAAP, subject to adjustments for unusual or infrequent items; the impact of any change in accounting principles; goodwill and
other intangible asset impairments; and gains or charges associated with discontinued operations or through the acquisition or
divestiture of a business. As a result, expense for outstanding PSP awards is recorded using the fixed accounting method.
Our Committee retains the authority and discretion to make downward adjustments to the calculated PSP award payouts or not to
grant any award payout regardless of actual performance.
Dividend equivalents are accrued on outstanding PSU awards at the same time and at the same rate as dividends paid to
shareholders. Dividend equivalents are only paid upon vesting on the number of PSUs actually earned and vested. Dividend
equivalents are payable in cash at the time the associated PSUs are distributed unless the NEO elected to defer the PSUs into our
executive deferred compensation plan, in which case the dividend equivalents are also deferred.
42
COMPENSATION DISCUSSION AND ANALYSIS
Proxy Statement
2018 EQUITY AWARDS
In 2018, the Committee approved the PSU, stock option and RSU awards based on its evaluation of market competitiveness and
each NEO’s sustained individual performance and demonstrated potential to impact future business results. The values in the table
below reflect equity-based awards approved by the Committee. These values differ from the corresponding values reported in the
Summary Compensation Table and the Grants of Plan-Based Awards Table due to different methodologies used in assigning the
economic value of equity-based awards required for accounting and proxy statement reporting purposes. The Committee makes
equity award decisions based on grant date expected value while the accounting and proxy statement values are determined in
accordance with GAAP requirements. The difference between the two methodologies is most significant for the PSU awards which
are earned, in part, based on TSR performance relative to the S&P 500 Industrials Index over a three-year performance period
which requires valuations to take into account the expected payout distribution from 0-200% of target for accounting and proxy
statement purposes.
Name
Stock Option
Award
($)
RSU Award
($)
Target Value
2018-2020
PSU Award
($)
M. W. Lamach 2,437,500 2,437,500 4,875,000
S. K. Carter 670,000 670,000 1,340,000
D. S. Regnery 500,000 500,000 1,000,000
M. J. Avedon 420,000 420,000 840,000
M. C. Green 370,000 370,000 740,000
2016 – 2018 PERFORMANCE SHARE UNITS PAYOUT
As discussed above, PSUs for the three-year 2016 - 2018 performance period were earned based on the Company’s EPS growth
(from continuing operations) and TSR performance relative to all of the companies in the S&P 500 Industrials Index.
EPS growth is measured as the average of the annual EPS growth in each of the three years of the performance cycle. The rate
of EPS growth was 16.92% for the 2016 to 2018 period, which ranked at the 75th percentile of the companies in the S&P 500
Industrials Index.
TSR is measured as the total stock price appreciation plus dividends earned during the three years of the performance cycle. To
account for stock price volatility, a 30-day average stock price at the beginning and ending periods is used. TSR was 80.43% for
the 2016 to 2018 period, which ranked at the 87th percentile of the companies in the S&P 500 Industrials Index.
PSUs for the 2016 to 2018 performance cycle achieved 200% of target levels as summarized in the table below.
Performance Metric
Ingersoll Rand
Performance
Percentile
Rank
Metric
Payout Weighting
Payout
Level
Relative EPS Growth 16.92% 75
th
200% 50% 100%
Relative TSR 80.43% 87
th
200% 50% 100%
Total Award Payout Percentage: 200%
2019 COMPENSATION DECISIONS
The Committee annually reviews the total direct compensation for each NEO and, using its discretion based on its compensation
philosophy and design principles, may revise such compensation. For 2019, the Committee has set the base salary and target AIM
award for each NEO as follows:
Name
Base Salary
($) Change From 2018 Target AIM Award
M. W. Lamach 1,400,000 3.7% 160%
S. K. Carter 765,000 3.4% 100%
D. S. Regnery 765,000 3.4% 100%
M. J. Avedon 675,000 3.8% 85%
M. C. Green 590,000 3.5% 80%
COMPENSATION DISCUSSION AND ANALYSIS
Ingersoll Rand 2019 Proxy Statement
43
COMPENSATION DISCUSSION AND ANALYSIS
Proxy Statement
The Committee established the following target long-term incentives including PSU awards for the 2019 - 2021 performance period
and granted the following stock option and RSU awards for each NEO in 2019:
Name
Target 2019
Long-Term
Incentive Value
($)
(1)
Shares Underlying
Stock Option
Awards
(#)
(2)
RSU Shares
(#)
(3)
Target 2019-21
PSU Shares
(#)
(3) (4)
M. W. Lamach 10,000,000 148,193 24,682 49,364
S. K. Carter 2,680,000 39,716 6,615 13,230
D. S. Regnery 2,300,000 37,493 6,245 11,354
M. J. Avedon 1,680,000 24,897 4,147 8,294
M. C. Green 1,480,000 21,933 3,653 7,306
(1) The target long-term incentive value is delivered 25% in stock options, 25% in RSUs and 50% in PSUs.
(2) The number of stock options was determined based on the Black-Scholes ratio on December 31, 2018 and the fair market value of our ordinary shares on the date
of grant.
(3) The number of RSUs and target PSUs were determined using the fair market value of our ordinary shares on the date of grant.
VI. OTHER COMPENSATION AND TAX MATTERS
RETIREMENT PROGRAMS AND OTHER BENEFITS
We maintain qualified and nonqualified defined benefit pension plans for our employees, including the NEOs, to provide for fixed
benefits upon retirement based on the individual’s age and number of years of service. These plans include the Pension Plan, the
Supplemental Pension Plans and our supplemental executive retirement plans (the Elected Officer Supplemental Pension (“EOSP”)
or the Key Management Supplemental Pension (“KMP”) programs). Refer to the Pension Benefits table and accompanying narrative
for additional details on these programs.
We offer a qualified defined contribution (401(k)) plan called the Ingersoll-Rand Company Employee Savings Plan (the “ESP”) to
our salaried and non-union hourly U.S. workforce, including the NEOs. The ESP is a plan that provides a dollar-for-dollar Company
match on the first six percent of the employee’s eligible compensation that the employee contributes to the ESP. The ESP has a
number of investment options and is an important component of our retirement program.
We also have a nonqualified defined contribution plan. The Ingersoll-Rand Company Supplemental Employee Savings Plan (the
“Supplemental ESP”) is an unfunded plan that makes up matching contributions that cannot be made to the ESP due to the Internal
Revenue Code limitation on the amount of compensation taken into account under the ESP. Supplemental ESP balances are deemed
to be invested in the funds selected by the NEOs, which are the same funds available in the ESP, except for a self-directed brokerage
account, which is not available in the Supplemental ESP.
In June 2012, our Board of Directors approved significant changes to our broad-based, qualified retirement programs with the intent
to move employees from a combined defined benefit/defined contribution approach to a fully defined contribution plan approach
over time. Employees active prior to July 1, 2012 were given a choice between continuing to participate in the defined benefit plan
until December 31, 2022, or moving to an enhanced version of the ESP effective January 1, 2013. Employees hired or rehired on
or after July 1, 2012 were automatically covered under the enhanced version of the ESP. Under the enhanced version of the ESP,
employees will receive a basic employer contribution equal to two percent of eligible compensation in addition to the Company’s
matching contribution while ceasing to accrue benefits under the defined benefit plan (employees of our Club Car business are
generally not eligible for the basic employer contribution). Effective as of December 31, 2022, accruals in the tax-qualified defined
benefit plan will cease for all employees. The Committee approved corresponding changes to the applicable nonqualified defined
benefit and contribution pension plans. Additional details on the changes can be found in the narrative accompanying the Pension
Benefits table.
Our Ingersoll Rand Executive Deferred Compensation Plan (the “EDCP Plan I”) and the Ingersoll Rand Executive Deferred
Compensation Plan II (the “EDCP Plan II” and, together with the EDCP Plan I, the “EDCP Plans”) allow eligible employees to defer
receipt of a part of their annual salary, AIM award and/or PSP award in exchange for investments in ordinary shares or mutual fund
investment equivalents. Refer to the Nonqualified Deferred Compensation table for additional details on the EDCP Plan.
We provide an enhanced, long-term disability plan to certain executives. The plan supplements the broad-based group plan and
provides an additional monthly maximum benefit if the executive elects to purchase supplemental coverage under the group plan. It
has an underlying individual policy that is portable when the executive terminates.
44
COMPENSATION DISCUSSION AND ANALYSIS
Proxy Statement
In light of the enactment of Section 409A of the Code as part of American Jobs Creation Act of 2004, “mirror plans” for several of our
nonqualified plans, including the Ingersoll-Rand Supplemental Pension Plan (“Supplemental Pension Plan I”) and the EDCP I, were
created. The mirror plans are the Ingersoll-Rand Supplemental Pension Plan II (“Supplemental Pension Plan II” and, together with the
Supplemental Pension Plan I, the “Supplemental Pension Plans”) and the EDCP II. The purpose of these mirror plans is not to provide
additional benefits to participants, but merely to preserve the tax treatment of the plans that were in place prior to December 31,
2004. In the case of the Supplemental Pension Plans, the mirror plan benefits are calculated by subtracting the original benefit value
to avoid double-counting the benefit. For the EDCP Plans, balances accrued through December 31, 2004 are maintained separately
from balances accrued after that date.
We provide our NEOs with other benefits that we believe are consistent with prevailing market practice and those of our peer
companies. These other benefits and their incremental cost to the Company are reported in “All Other Compensation” shown in the
Summary Compensation Table.
SEVERANCE ARRANGEMENTS
In connection with external recruiting of certain officers, we generally enter into employment arrangements that provide for
severance payments upon certain termination events, other than in the event of a change in control (which is covered by separate
agreements with the officers). Mr. Lamach, Ms. Carter and Ms. Avedon have such arrangements in their employment agreements.
In 2012, we adopted a Severance Plan, amended outstanding award agreements and adopted new equity award agreements to
provide certain employees, including our NEOs, with certain benefits in the event of a termination of employment without cause or
for good reason under a Major Restructuring (as defined in the Post-Employment Section below). Although we do not have a formal
severance policy for our executives (other than in the event of a Major Restructuring), we do have guidelines that in most cases
would provide for severance in the event of termination without cause. The severance payable under employment agreements
for Mr. Lamach, Ms. Carter and Ms. Avedon and the benefits available in connection with a Major Restructuring and under the
severance guidelines are further described in the Post-Employment Benefits section of the proxy statement.
CHANGE-IN-CONTROL PROVISIONS
We have entered into change-in-control agreements with our NEOs. Payments are subject to a “double trigger”, meaning that
payments would be received only if an officer is terminated without cause or resigns for “good reason” within two years following a
change in control. We provide change-in-control agreements to our NEOs to focus them on the best interests of shareholders and
assure continuity of management in circumstances that reduce or eliminate job security and might otherwise lead to accelerated
departures. Under the 2018 Stock Plan, time-based awards will only vest and become exercisable or payable, as applicable, on a
change in control if they are not assumed, substituted or otherwise replaced in connection with the change in control. If the awards
are assumed or continued after the change in control, the Committee may provide that such awards will be subject to automatic
vesting acceleration upon a participant’s involuntary termination within a designated period following the change in control.
Further, under the 2018 Stock Plan, PSUs will automatically vest upon a change in control of our Company, based on (a) the target
level, pro-rated to reflect the period the participant was in service during the performance period or (b) the actual performance
level attained, in each case, as determined by the Committee. Our 2013 incentive stock plan provides for the accelerated vesting
of outstanding time-based awards in the event of a change in control of the Company only for awards issued through June 7,
2018. Outstanding PSUs would be prorated based on the target for the actual days worked during the applicable performance
period. Refer to the Post-Employment Benefits section of this proxy statement for a more detailed description of the change-
in-control provisions.
TAX AND ACCOUNTING CONSIDERATIONS
In determining our compensation programs, we consider tax and accounting implications of particular forms of compensation, such
as the implications of Section 162(m) of the Code limiting tax deductions for certain compensation paid to our senior executive
officers and Section 409A of the Code governing deferred compensation arrangements and favorable accounting treatment
afforded certain equity based plans that are settled in shares. Section 162(m) generally imposes a limit of $1,000,000 on the amount
that we may deduct for federal income tax purposes in any one year for compensation paid to certain of our current and past senior
executive officers, including our NEOs. Historically, this deduction limitation did not apply to compensation that was “performance-
based” within the meaning of Section 162(m). We have designed some of our compensation arrangements in a manner intended to
allow us to utilize this performance-based exception, and some of this compensation is “grandfathered” under tax rules. Although
we consider the tax and accounting consequences of our compensation programs, the forms of compensation we utilize are
determined primarily by their effectiveness in creating maximum alignment with our key strategic objectives and the interests of
our shareholders.
TIMING OF AWARDS
The Committee generally grants our regular annual equity awards after the annual earnings release. The grant date is never selected
or changed to increase the value of equity awards for executives.
Ingersoll Rand 2019 Proxy Statement
45
COMPENSATION DISCUSSION AND ANALYSIS
Proxy Statement
CLAW-BACK/RECOUPMENT POLICY
To further align the interests of our employees and our shareholders, we have a claw-back/recoupment policy to ensure that any
fraud or intentional misconduct leading to a restatement of our financial statements would be properly addressed. The policy
provides that if it is found that an employee committed fraud or engaged in intentional misconduct that resulted, directly or
indirectly, in a need to restate our financial statements, then our Committee has the discretion to direct the Company to recover
all or a portion of any cash or equity incentive compensation paid or value realized, and/or to cancel any stock-based awards or
AIM award granted to an employee on or after February 2, 2010, the effective date of the policy. Our Committee may also request
that the Company seek to recover any gains realized on or after the effective date of the policy for equity or cash awards made
prior to that date (including AIM, stock options, PSUs and RSUs). Application of the claw-back/recoupment policy is subject to a
determination by our Committee that: (i) the cash incentive or equity compensation to be recouped was calculated on, or its realized
value affected by, the financial results that were subsequently restated; (ii) the cash incentive or equity award would have been less
valuable than what was actually awarded or paid based on the application of the correct financial results; and (iii) the employee to
whom the policy applied engaged in fraud or intentional misconduct. This policy will be revised if required under the Dodd-Frank
Act if and when final regulations implementing the claw-back policy requirements of that law have been adopted.
SHARE-OWNERSHIP GUIDELINES
We impose share ownership requirements on each of our officers. These share ownership requirements are designed to emphasize
share ownership by our officers and to further align their interests with our shareholders. Each officer must achieve and maintain
ownership of ordinary shares or ordinary share equivalents at or above a prescribed level. The requirements are as follows:
Position
Number of Active
Participants as of
the Record Date
Individual Ownership
Requirement (Shares
and Equivalents)
Chief Executive Officer 1 120,000
Executive Vice Presidents 1 50,000
Senior Vice Presidents 6 30,000
Corporate Vice Presidents 7 15,000
Based on the closing price on the record date of $112.53, this equates to an ownership requirement of almost 10 times for the CEO,
7 times for the EVP, and 5 times for the Senior Vice Presidents. These ownership requirements have been met by all the NEOs. Our
CEO is over 26 times base salary, our EVP is over 8 times base salary and our SVPs who were NEOs during 2018 are over 14 times
base salary.
Our share-ownership program requires the accumulation of ordinary shares (or ordinary share equivalents) over a five-year period
following the date the person becomes subject to share-ownership requirements at the rate of 20% of the required level each year.
Executives who are promoted, and who have their ownership requirement increased, have three years to achieve the new level
from the date of promotion. Given the significant increase in the ownership requirement for an individual who is promoted to CEO,
EVP or SVP, those individuals have five years from the date of the promotion to achieve the new level. Ownership credit is given
for actual ordinary shares owned, deferred compensation that is invested in ordinary shares within our EDCP Plan, ordinary share
equivalents accumulated in our qualified and nonqualified employee savings plans as well as unvested RSUs. Stock options, SARs
and unvested PSUs do not count toward meeting the share-ownership target. If executives fall behind their scheduled accumulation
level during their applicable accumulation period, or if they fail to maintain their required level of ownership after their applicable
accumulation period, their right to exercise stock options will be limited to “buy and hold” transactions and any shares received upon
the vesting of RSU and PSU awards must be held until the required ownership level is achieved. As of the Record Date, all of our
executives subject to the share-ownership guidelines were in compliance with these requirements.
46
Proxy Statement
COMPENSATION COMMITTEE REPORT
We have reviewed and discussed with management the Compensation Discussion and Analysis contained in this Proxy Statement.
Based on our review and discussion, we recommended to the Board of Directors that the Compensation Discussion and Analysis be
included in this Proxy Statement as well as the Company’s Annual Report on Form 10-K for the year ended December 31, 2018.
COMPENSATION COMMITTEE
Tony L. White (Chair)
Kirk E. Arnold
Jared L. Cohon
Gary D. Forsee
Linda P. Hudson
Ingersoll Rand 2019 Proxy Statement
47
Proxy Statement
SUMMARY OF REALIZED COMPENSATION
The table below is a summary of the compensation actually realized by our CEO for 2018, 2017 and 2016. This information
is intended as a supplement to and not as a substitute for the information shown on the Summary Compensation Table. The
information required to be shown on the Summary Compensation Table includes elements of compensation that may or may
not actually be realized by the NEOs at a future date. We believe this table enhances our shareholders’ understanding of our
CEO’s compensation.
Year
Salary
($)
Performance-based
Cash Compensation
($)
(1)
Equity
Compensation
($)
(2)
Other
Compensation
($)
(3)
Total Realized
Compensation
($)
2018 1,350,000 2,670,000 25,139,159 440,258 29,599,417
2017 1,337,500 2,500,000 22,582,904 426,458 26,846,862
2016 1,300,000 2,020,000 17,343,821 369,310 21,033,131
(1) Represents the AIM award paid in the applicable year and earned in the immediately previous year.
(2) Represents amount realized upon the exercise of stock options and the vesting of RSUs and PSUs, before payment of applicable withholding taxes and brokerage
commissions, and includes the value of dividend equivalents paid on such awards. For 2018, this includes the following amounts from stock options exercised, RSUs
vesting and PSUs earned:
Value Realized
Total Shareholder Return (“TSR”)
Over the Period Outstanding *
Stock Options Exercised:
February 14, 2011 Grant
February 24, 2012 Grant
Total:
$9,101,018
$2,308,105
$11,409,123
TSR for 2011 - 2018 was 144%
TSR for 2012 - 2018 was 275%
Restricted Stock Unit Vesting:
February 3, 2015 Grant
February 10, 2016 Grant
February 7, 2017 Grant
Total:
$1,101,087
$1,389,979
$935,809
$3,426,875
TSR for 2015 - 2018 was 54%
TSR for 2016 - 2018 was 74%
TSR for 2017 - 2018 was 26%
Performance Stock Units Earned:
2015-2017 Performance Period $9,742,180 TSR for 2015 - 2017 was 47%
* TSR calculated using closing stock price at the beginning and end of each period.
(3) Represents the amounts imputed as income under applicable IRS rules and regulations.
48
Proxy Statement
EXECUTIVE COMPENSATION
The following table provides summary information concerning compensation paid by the Company or accrued on behalf of our
NEOs for services rendered during the years ended December 31, 2018, 2017 and 2016.
SUMMARY COMPENSATION TABLE
Name and
Principal
Position Year
Salary
($)
(a)
Bonus
($)
Stock
Awards
($)
(b)
Option
Awards
($)
(c)
Non-
Equity
Incentive
Plan
Compensation
($)
(d)
Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
($)
(e)
All
Other
Compensation
($)
(f)
Total
($)
M. W. Lamach
Chairman and Chief
Executive Officer
2018 1,350,000 8,181,039 2,592,247 2,900,000 562,199 15,585,485
2017 1,337,500 8,099,505 2,432,076 2,670,000 3,696,297 562,498 18,797,876
2016 1,300,000 7,445,074 2,280,485 2,500,000 2,355,506 491,249 16,372,314
S. K. Carter
Senior Vice President and
Chief Financial Officer
2018 735,000 2,248,810 712,536 939,504 261,347 179,074 5,076,271
2017 713,750 2,018,720 606,157 847,728 463,244 160,707 4,810,306
2016 690,000 1,567,450 480,108 817,862 297,243 147,270 3,999,933
D. S. Regnery
Executive Vice President
2018 730,000 1,678,263 531,745 971,398 106,602 4,018,008
2017 573,571 2,712,014 235,724 506,493 1,457,972 118,477 5,604,251
M. J. Avedon
Senior Vice President, Human
Resources, Communications and
Corporate Affairs
2018 643,750 1,409,821 446,663 736,527 216,578 102,458 3,555,797
2017 618,750 1,283,512 385,392 656,768 750,984 114,669 3,810,075
2016 593,750 940,470 288,068 600,158 612,582 101,691 3,136,719
M. C. Green
Senior Vice President and
General Counsel
2018 565,000 1,241,848 393,488 578,938 129,583 2,908,857
2017 543,750 1,196,270 359,211 518,056 136,635 2,753,922
2016 525,000 500,000 979,656 300,066 494,248 80,820 2,879,790
(a) Pursuant to the EDCP Plan, a portion of a participant’s annual salary may be deferred into a number of investment options. In 2018, no NEOs elected to defer salary
into the EDCP Plan.
Ingersoll Rand 2019 Proxy Statement
49
Proxy Statement
EXECUTIVE COMPENSATION
(b) The amounts in this column reflect the aggregate grant date fair value of PSU awards and any RSU awards granted for the year under Financial Accounting Standards
Board (FASB) Accounting Standards Codification (ASC) Topic 718 and do not reflect amounts paid to or realized by the NEOs. For a discussion of the assumptions
made in determining the ASC 718 values see Note 13, “Share-Based Compensation,” to the Company’s consolidated financial statements contained in its 2018
Form 10-K. The ASC grant date fair value of the PSU award is spread over the number of months of service required for the grant to become non-forfeitable,
disregarding any adjustments for potential forfeitures. In determining the aggregate grant date fair value of the PSU awards, the awards are valued assuming target
level performance achievement. The table below includes the maximum grant date value of the 2018-2020 PSU awards for the persons listed. If the maximum level
performance achievement is assumed, the aggregate grant date fair value of the PSU awards would be as follows:
Name
Maximum Grant Date Value of
PSU Awards
($)
M. W. Lamach 11,486,949
S. K. Carter 3,157,558
D. S. Regnery 2,356,390
M. J. Avedon 1,979,469
M. C. Green 1,743,682
(c) The amounts in this column reflect the aggregate grant date fair value of stock option grants for financial reporting purposes for the year under ASC 718 and do
not reflect amounts paid to or realized by the NEOs. For a discussion of the assumptions made in determining the ASC 718 values see Note 13, “Share-Based
Compensation,” to the Company’s consolidated financial statements contained in its 2018 Form 10-K. Please see “2018 Grants of Plan-Based Awards” and
“Outstanding Equity Awards at December 31, 2018” for additional detail.
(d) This column reflects the amounts earned as annual awards under the AIM program. Unless deferred into the EDCP Plan, AIM program payments are made in cash. In
2018, Mr. Regnery and Ms. Green elected to defer a percentage (60% and 10% respectively) of their AIM awards into the EDCP Plan. Amounts shown in this column
are not reduced to reflect deferrals of AIM awards into the EDCP Plan.
(e) Amounts reported in this column reflect the aggregate increase in the actuarial present value of the benefits under the qualified Ingersoll Rand Pension Plan Number
One (the “Pension Plan”), Supplemental Pension Plans, the KMP and EOSP, as applicable. The change in pension benefits value is attributable to the additional year of
service and age, the annual AIM award and any annual salary increase. Ms. Green does not participate in any of these plans and therefore no value is shown for her.
Other external factors, outside the influence of the plan design, also impact the values shown in this column. Examples of these factors include changes to mortality
tables as well as interest and discount rates. It was primarily due to the increase in both the lump sum interest and discount rates that resulted in the changes in this
column in 2018 compared to prior years.
There was no above market interest earned by the NEOs in any year.
(f) The following table summarizes the components of this column for fiscal year 2018:
Name
Company
Contributions
($)
(1)
Company
Cost for
Life
Insurance
($)
Company Cost
for Long Term
Disability
($)
Retiree
Medical
Plan
($)
(2)
Tax Assistance
($)
(3)
Other Benefits
($)
(4)
Total
($)
M. W. Lamach 241,200 6,708 1,285 119,852 193,154 562,199
S. K. Carter 126,618 5,306 2,262 44,888 179,074
D. S. Regnery 74,190 2,425 1,456 800 27,731 106,602
M. J. Avedon 78,031 2,967 1,824 19,636 102,458
M. C. Green 86,644 7,620 2,532 32,787 129,583
(1) Represents Company contributions under the Company’s ESP and Supplemental ESP plans.
(2) For Mr. Regnery, represents the estimated year-over-year increase in the value of the retiree medical plan, calculated based on the methods used for financial
statement reporting purposes. Mr. Regnery is the only NEO eligible for the subsidized retiree medical plan upon retirement.
(3) The amount for Mr. Lamach represents tax equalization payments related to Irish taxes owed on $335,000, which is the portion of his income that is allocated to his role
as a director of the Company. Without these payments, Mr. Lamach would be subject to double taxation on this amount since he is already paying U.S. taxes on this
income.
(4) For Mr. Lamach, this amount includes the incremental cost to the Company of personal use of the Company aircraft (whether leased or owned) by the CEO. For
security and safety reasons and to maximize his availability for Company business, the Board of Directors requires the CEO to travel on Company-provided aircraft
for business and personal purposes, unless commercial travel is deemed a minimal security risk by the Company. The incremental cost to the Company of personal
use of the aircraft is calculated: (i) by taking the hourly average variable operating costs to the Company (including fuel, maintenance, on board catering and
landing fees) multiplied by the amount of time flown for personal use in the case of leased aircraft; and (ii) by multiplying the flight time by a variable fuel charge
and the average fuel price per gallon and adding any ground costs such as landing and parking fees as well as crew charges for travel expenses in the case of the
Company owned aircraft. Both methodologies exclude fixed costs that do not change based on usage, such as pilots’ and other employees’ salaries, management
fees and training, hangar and insurance expenses. We impose an annual limit of $150,000 on the CEO’s non-business use of Company-provided aircraft. For
2018, the amount for Mr. Lamach includes $150,000 for personal use of Company-provided aircraft. Under the Company’s aircraft use policy, the Compensation
Committee has determined that business use includes travel that is related to the Company’s business or benefits the Company, such as travel to meetings of other
boards on which the CEO sits. For 2018, the amount for Mr. Lamach includes $14,849 for such business-related travel.
These amounts also include: (i) the following incremental cost of the Company-leased cars, calculated based on the lease, insurance, fuel and maintenance costs to
the Company: Mr. Lamach, $18,643; Ms. Carter $19,635; Mr. Regnery, $18,731; Ms. Avedon, $7,980; and Ms. Green, $21,808; (ii) the following costs for financial
counseling services, which may include tax preparation and estate planning services: Mr. Lamach, $9,662; Ms. Carter $8,975; Mr. Regnery, $9,000; Ms. Avedon,
$9,283; and Ms. Green $7,500; (iii) the following costs for medical services provided through an on-site physician under the Executive Health Program: Mr.
Lamach, $0; Ms. Carter, $523; Mr. Regnery, $0; Ms. Avedon $2,373 and Ms. Green, $2,729; and (iv) the following amount for product rebates that are available to
all U.S. employees: Ms. Carter, $15,755 and Ms. Green, $750.
50
Proxy Statement
EXECUTIVE COMPENSATION
2018 GRANTS OF PLAN-BASED AWARDS
The following table shows all plan-based awards granted to the NEOs during fiscal 2018. This table is supplemental to the Summary
Compensation Table and is intended to complement the disclosure of equity awards and grants made under non-equity incentive
plans in the Summary Compensation Table.
Estimated Future Payouts
Under Non-Equity Plan Awards
Estimated Future Payouts
Under Equity Incentive Plan
Awards
All Other
Stock
Awards:
Number of
Shares of
Stock or
Units
(#)
(c)
All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#)
(c)
Exercise or
Base Price
of Option
Awards
($/Sh)
(d)
Grant Date
Fair
Value of
Stock
and Option
Awards
($)
(e)
Threshold
Target Maximum Threshold Target Maximum
Name Grant Date ($)
(a)
($)
(a)
($)
(a)
(#)
(b)
(#)
(b)
(#)
(b)
M. W. Lamach
AIM 2/6/2018 648,000 2,160,000 4,320,000
PSUs (2018-2020) 2/6/2018 13,532 54,125 108,250 5,743,474
Options 2/6/2018 166,383 90.0700 2,592,247
RSUs 2/6/2018 27,063 2,437,564
S. K. Carter
AIM 2/6/2018 222,000 740,000 1,480,000
PSUs (2018-2020) 2/6/2018 3,720 14,878 29,756 1,578,779
Options 2/6/2018 45,734 90.0700 712,536
RSUs 2/6/2018 7,439 670,031
D. S. Regnery
AIM 2/6/2018 222,000 740,000 1,480,000
PSUs (2018-2020) 2/6/2018 2,776 11,103 22,206 1,178,195
Options 2/6/2018 34,130 90.0700 531,745
RSUs 2/6/2018 5,552 500,069
M. J. Avedon
AIM 2/6/2018 165,750 552,500 1,105,000
PSUs (2018-2020) 2/6/2018 2,332 9,327 18,654 989,735
Options 2/6/2018 28,669 90.0700 446,663
RSUs 2/6/2018 4,664 420,086
M. C. Green
AIM 2/6/2018 136,800 456,000 912,000
PSUs (2018-2020) 2/6/2018 2,054 8,216 16,432 871,841
Options 2/6/2018 25,256 90.0700 393,488
RSUs 2/6/2018 4,108 370,008
(a) The target award levels established for the AIM program are established annually in February and are expressed as a percentage of the NEO’s base salary. Refer
to Compensation Discussion and Analysis under the heading “Annual Incentive Matrix Program” for a description of the Compensation Committee’s process for
establishing AIM program target award levels. The amounts reflected in the “Estimated Future Payouts Under Non-Equity Incentive Plan Awards” columns represent
the threshold, target and maximum amounts for awards under the AIM program that were paid in February 2019, based on performance in 2018. Thus, the amounts
shown in the “threshold,” “target” and “maximum” columns reflect the range of potential payouts when the target award levels were established in February 2018 for all
NEOs. The AIM program pays $0 for performance below threshold. The actual amounts paid pursuant to those awards are reflected in the “Non-Equity Incentive Plan
Compensation” column of the Summary Compensation Table.
(b) The amounts reflected in the “Estimated Future Payouts Under Equity Incentive Plan Awards” columns represent the threshold, target and maximum amounts for
PSU awards. The PSP pays $0 for performance below threshold. For a description of the Compensation Committee’s process for establishing PSP target award levels
and the terms of PSU awards, please refer to Compensation Discussion and Analysis under the heading “Long-Term Incentive Program” and the “Post-Employment
Benefits” section below.
(c) The amounts in these columns reflect the stock option and RSU awards. For a description of the Compensation Committee’s process for determining stock option and
RSU awards and the terms of such awards, see Compensation Discussion and Analysis under the heading “Long-Term Incentive Program” and the “Post-Employment
Benefits” section below.
(d) Stock options were granted under the Company’s Incentive Stock Plan of 2013 (the “2013 Plan”), which requires options to be granted at an exercise price equal to or
greater than the fair market value of the Company’s ordinary shares on the date of grant. The fair market value is defined in the 2013 Plan as the average of the high
and low trading price of the Company’s ordinary shares listed on the NYSE on the grant date. The closing price on the NYSE of the Company’s ordinary shares was
$91.75 on the February 2018 grant date.
(e) Amounts in this column include the grant date fair value of the equity awards calculated in accordance with ASC 718. The Company cautions that the actual amount
ultimately realized by each NEO from the stock option awards will likely vary based on a number of factors, including stock price fluctuations, differences from the
valuation assumptions used and timing of exercise or applicable vesting. For a description of the assumptions made in valuing the equity awards see Note 13, “Share-
Based Compensation” to the Company’s consolidated financial statements contained in its 2018 Form 10-K. For PSUs, the grant date fair value has been determined
based on achievement of target level performance, which is the performance threshold the Company believes is the most likely to be achieved under the grants.
Ingersoll Rand 2019 Proxy Statement
51
Proxy Statement
EXECUTIVE COMPENSATION
OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2018
Option Awards Stock Awards
Name Grant Date
Number of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
(a)
Number of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable
(a)
Option
Exercise
Price
($)
Option
Expiration
Date
(b)
Number of
Shares or
Units of Stock
that have Not
Vested
(#)
(c)
Market
Value of
Shares or
Units of
Stock that
have Not
Vested
($)
(d)
Equity
Incentive
Plan Awards:
Number of
Unearned
Shares, Units
or Other
Rights that
have Not
Vested
(#)
(e)
Equity
Incentive
Plan Awards:
Market or
Payout Value
of Unearned
Shares, Units
or Other
Rights that
have Not
Vested
($)
(d)
M. W. Lamach 2/22/2013 166,407 41.9062 2/21/2023
2/25/2014 146,733 59.8250 2/24/2024
2/3/2015 158,499 67.0550 2/2/2025
2/10/2016 161,564 80,783 50.0025 2/9/2026 15,833 1,444,445 94,996 8,666,485
2/7/2017 60,319 120,639 80.2050 2/6/2027 20,261 1,848,411 60,782 5,545,142
2/6/2018 166,383 90.0700 2/5/2028 27,063 2,468,957 54,125 4,937,824
S. K. Carter 10/1/2013 4,016 51.9167 9/30/2023
2/25/2014 30,140 59.8250 2/24/2024
2/3/2015 33,414 67.0550 2/2/2025
2/10/2016 34,014 17,007 50.0025 2/9/2026 3,334 304,161 20,000 1,824,600
2/7/2017 15,033 30,068 80.2050 2/6/2027 5,050 460,712 15,149 1,382,043
2/6/2018 45,734 90.0700 2/5/2028 7,439 678,660 14,878 1,357,320
D. S. Regnery 2/14/2011 3,068 37.7116 2/13/2021
2/14/2011 4,889 37.7420 2/13/2021
2/24/2012 7,613 32.4256 2/23/2022
2/24/2012 3,032 32.4643 2/23/2022
2/22/2013 11,045 41.9062 2/21/2023
2/25/2014 11,422 59.8250 2/24/2024
2/3/2015 13,710 67.0550 2/2/2025
2/10/2016 15,306 7,654 50.0025 2/9/2026 1,500 136,845 6,000 547,380
2/7/2017 5,486 11,693 80.2050 2/6/2027 1,964 179,176 3,741 341,291
10/3/2017 11,138 1,016,120 11,138 1,016,120
2/6/2018 34,130 90.0700 2/5/2028 5,552 506,509 11,103 1,012,927
M. J. Avedon 2/25/2014 17,450 59.8250 2/24/2024
2/3/2015 20,563 67.0550 2/2/2025
2/10/2016 10,205 50.0025 2/9/2026 2,000 182,460 12,000 1,094,760
2/7/2017 9,558 19,117 80.2050 2/6/2027 3,211 292,940 9,632 878,727
2/6/2018 28,669 90.0700 2/5/2028 4,664 425,497 9,327 850,902
M. C. Green 12/3/2015 21,930 57.6350 12/2/2025
2/10/2016 21,258 10,630 50.0025 2/9/2026 2,084 190,123 12,500 1,140,375
2/7/2017 8,909 17,818 80.2050 2/6/2027 2,993
273,051 8,977 818,972
2/6/2018 25,256 90.0700 2/5/2028 4,108 374,773 8,216 749,546
(a) These columns represent stock option awards. Except as noted in the following sentence, these awards generally become exercisable in three equal annual
installments beginning on the first anniversary after the date of grant, subject to continued employment or retirement. Ms. Carter’s option grant dated October 1, 2013
vested and became exercisable on the 3rd anniversary of the grant date.
(b) All of the options granted to the NEOs expire on the tenth anniversary (less one day) of the grant date.
52
Proxy Statement
EXECUTIVE COMPENSATION
(c) This column represents unvested RSUs. Except as noted in the following sentence, RSUs generally become exercisable in three equal annual installments beginning
on the first anniversary after the date of grant, subject to continued employment or retirement. Mr. Regnery’s RSU grant dated October 3, 2017 will vest and become
exercisable on the 3rd anniversary of the grant date.
(d) The market value was computed based on $91.23, the closing market price of the Company’s ordinary shares on the NYSE at December 31, 2018.
(e) This column represents the target number of unvested and unearned PSUs. PSUs vest upon the completion of a three-year performance period. The actual number of
shares an NEO will receive, if any, is subject to achievement of the performance goals as certified by the Compensation Committee, and continued employment.
2018 OPTION EXERCISES AND STOCK VESTED
The following table provides information regarding the amounts received by each NEO upon exercise of stock options, the vesting
of RSUs or the vesting of PSUs during the fiscal year ended December 31, 2018:
Option Awards Stock Awards
Name
Number of
Shares
Acquired on
Exercise
(#)
Value
Realized on
Exercise
($)
(a)
Number of Shares
Acquired on Vesting
(#)
Value
Realized on
Vesting
($)
M. W. Lamach
(b)
210,508 11,409,124 143,335 13,169,055
S. K. Carter
(b)
30,603 2,811,901
D. S. Regnery
(b)
12,098 868,404 9,292 852,770
M. J. Avedon
(b)
30,868 1,545,962 18,833 1,730,672
M. C. Green
(c)
16,571 1,543,328
(a) This column reflects the aggregate dollar amount realized by the NEO upon the exercise of the stock options by determining the difference between the market price
of the Company’s ordinary shares at exercise and the exercise price of the stock options.
(b) Reflects the value of the RSUs that vested on February 3, 2018, February 7, 2018, and February 10, 2018 and PSUs that vested on February 19, 2018, based on the
average of the high and low stock price of the Company’s ordinary shares on the vesting date.
(c) Reflects the value of the RSUs that vested on February 7, 2018, February 10, 2018 and December 3, 2018 and PSUs that vested on February 19, 2018, based on the
average of the high and low stock price of the Company’s ordinary shares on the vesting date.
2018 PENSION BENEFITS
The NEOs, with the exception of Ms. Green, participate in one or more, but not in all, of the following defined benefit plans:
the Pension Plan;
the Supplemental Pension Plans; and
the EOSP or the KMP.
The Pension Plan is a funded, tax qualified, non-contributory (for all but a small subset of participants) defined benefit plan that covers
the majority of the Company’s salaried and non-union hourly U.S. employees who were hired or re-hired prior to June 30, 2012. The
Pension Plan provides for normal retirement at age 65. The formula to determine the lump sum benefit under the Pension Plan is: 5% of
final average pay (the five consecutive years with the highest compensation out of the last ten years of eligible compensation) multiplied
by years of credited service (as defined in the Pension Plan). A choice for distribution between an annuity and a lump sum option is
available. The Pension Plan was closed to new participants after June 30, 2012 and no further benefits will accrue to any Pension Plan
participant for service performed after December 31, 2022. In addition, any employee who was a Pension Plan participant on June 30,
2012 was provided the option to waive participation in the Pension Plan effective January 1, 2013, and, in lieu of participation in the
Pension Plan, receive an annual non-elective employer contribution equal to 2% of eligible compensation in the ESP.
The Supplemental Pension Plans are unfunded, nonqualified, non-contributory defined benefit restoration plans. The Supplemental
Pension Plans restore what is lost in the Pension Plan due to limitations under the Internal Revenue Code (the “Code”) on the annual
compensation and benefits recognized when calculating benefits under the qualified Pension Plan. The Supplemental Pension
Plans cover all employees of the Company who participate in the Pension Plan and who are impacted by the Code compensation
and benefits limits. A participant must meet the vesting requirements of the qualified Pension Plan to vest in benefits under the
Supplemental Pension Plans. Benefits under the Supplemental Pension Plans are available only as a lump sum distribution after
termination and paid in accordance with Section 409A of the Code. As a result of the 2012 changes to the Pension Plan, the
Supplemental Pension Plans were closed to employees hired on or after June 30, 2012, and no further benefits will accrue to any
Supplemental Plan participant for service performed after December 31, 2022.
Ingersoll Rand 2019 Proxy Statement
53
Proxy Statement
EXECUTIVE COMPENSATION
The EOSP, which was closed to new participants effective April 2011, is an unfunded, nonqualified, non-contributory defined benefit
plan designed to replace a percentage of an officer’s final average pay based on his or her age and years of service at the time of
retirement. Final average pay is defined as the sum of the officer’s current annual base salary plus the average of his or her three
highest AIM awards during the most recent six years. No other elements of compensation (other than base salary and AIM awards)
are included in final average pay. The EOSP provides a benefit pursuant to a formula in which 1.9% of an officer’s final average pay is
multiplied by the officer’s years of service (up to a maximum of 35 years) and then reduced by the value of other retirement benefits
the officer will receive from the Company under certain qualified and nonqualified retirement plans as well as Social Security. If
additional years of service were granted to an officer as part of his or her employment agreement, those additional years of service
are reflected in the Pension Benefits table below. Vesting occurs, while the officer is employed by the Company, at the earlier of the
attainment of age 55 and the completion of 5 years of service or age 62. Unreduced benefits under the EOSP are available at age 62
and benefits are only available as a lump sum after termination and paid in accordance with Section 409A of the Code. Mr. Lamach
and Ms. Avedon participate in the EOSP.
The KMP is an unfunded, nonqualified, non-contributory defined benefit plan available to certain key management employees on
a highly selective basis. The KMP is designed to replace a percentage of a key employee’s final average pay based on his or her
age and years of service at the time of retirement. Final average pay is defined as the sum of the key employee’s current annual
base salary plus the average of the employee’s three highest AIM awards during the most recent six years. No other elements of
compensation (other than base salary and AIM awards) are included in final average pay. The KMP provides a benefit pursuant to a
formula in which 1.7% of a key employee’s final average pay is multiplied by years of service (up to a maximum of 30 years) and then
reduced by the value of other retirement benefits the key employee will receive that are provided by the Company under certain
qualified and nonqualified retirement plans as well as Social Security. Vesting occurs at the earlier of the attainment of age 55 and the
completion of 5 years of service or age 65. For employees who begin participating on or after June 2015, there is a minimum 5 year
service requirement from date of participation to date of retirement. Benefits are only available as a lump sum after termination and
paid in accordance with Section 409A of the Code. Ms. Carter and Mr. Regnery participate in the KMP.
The table below represents the estimated present value of defined benefits for the plans in which each NEO participates. Ms. Green
does not participate in a defined benefit plan.
Name Plan Name
Number
of Years
Credited
Service
(#)
(a)
Present
Value of
Accumulated
Benefit
($)
(b)
Payments
During
Last Fiscal
Year
($)
M.W. Lamach
(c)
Pension Plan 14.92 226,080
Supplemental Pension Plan 14.92 2,303,856
EOSP 32.00 27,771,263
S.K. Carter KMP 5.33 1,490,409
D. S. Regnery
(d)
Pension Plan 33.42 512,205
Supplemental Pension Plan I 19.42 342,426
Supplemental Pension Plan II 33.42 850,882
KMP 30.00 5,034,453
M. J. Avedon
(e)
Pension Plan 11.92 189,411
Supplemental Pension Plan 11.92 513,837
EOSP 12.00 4,816,014
(a) Under the EOSP or the KMP, for officers covered prior to May 19, 2009, a full year of service is credited for any year in which they work at least one day. In the Pension
Plan, the Supplemental Pension Plans as well as the EOSP and the KMP for officers covered on or after May 19, 2009, the number of years of credited service is based on
elapsed time (i.e., credit is given for each month in which a participant works at least one day). The years of credited service used for calculating benefits under all plans are
the years of credited service through December 31, 2018. The years of crediting service used for calculating benefits under the Supplemental Pension Plan I are the years
of crediting service through December 31, 2004 and the benefits earned under this plan serve as offsets to the benefits earned under the Supplemental Pension Plan II.
(b) The amounts in this column reflect the estimated present value of each NEO’s accumulated benefit under the plans indicated. The calculations reflect the value of the
benefits assuming that each NEO was fully vested under each plan. The benefits were computed as of December 31, 2018, consistent with the assumptions described
in Note 10, “Pensions and Postretirement Benefits Other than Pensions,” to the consolidated financial statements in the 2018 Form 10-K.
(c) Mr. Lamach’s credited years of service exceed his actual years of service by 17 years pursuant to the provisions of his employment arrangement. Crediting additional
years of service to a nonqualified pension program such as the EOSP was not uncommon in 2004 when Mr. Lamach joined the Company and was used to compensate
him for benefits he was forfeiting at his prior employer. Mr. Lamach’s benefit under the EOSP is reduced by the pension benefit he received from his former employer
in July 2013, updated with interest. The increase in present value of benefits due to those additional years of credited service is $15,937,567.
(d) Under the provisions of the KMP, Mr. Regnery’s service is capped at 30 years.
(e) Ms. Avedon, pursuant to the provisions of her employment arrangement, receives double credit for the first five years of employment (3.8% versus 1.9%) in
determining her benefit. The increase in present value of benefits due to this provision is $1,645,907.
54
Proxy Statement
EXECUTIVE COMPENSATION
2018 NONQUALIFIED DEFERRED COMPENSATION
The Company’s EDCP Plan is an unfunded, nonqualified plan that permits certain employees, including the NEOs, to defer receipt
of up to 50% of their annual salary and up to 100% of their AIM awards, PSP awards and RSUs received upon commencement of
employment. Elections to defer must be made prior to the beginning of the performance period. The Company has established a
nonqualified grantor trust with a bank as the trustee to hold certain assets as a funding vehicle for the Company’s obligations under
the EDCP Plan. These assets are considered general assets of the Company and are available to its creditors in the event of the
Company’s insolvency. Amounts held in the trust are invested by the trustee using various investment vehicles.
Participants are offered certain investment options (approximately 60 mutual fund investments and ordinary share equivalents),
and can choose how they wish to allocate their cash deferrals among those investment options. Participants are 100% vested in all
amounts deferred, and bear the risk of any earnings and losses on such deferred amounts.
Generally, deferred amounts may be distributed following termination of employment or at the time of a scheduled in-service
distribution date chosen by the participant. If a participant has completed five or more years of service at the time of termination, or
is terminated due to long-term disability, death or retirement, the distribution is paid in accordance with the participant’s election.
If a participant terminates without meeting these requirements, the account balance for all plan years will be paid in a lump sum in
the year following the year of termination. A participant can elect to receive distributions at termination over a period of 5, 10, or 15
annual installments, or in a single lump sum. A participant can elect to receive scheduled in-service distributions in future years that
are at least two years after the end of the plan year for which they are deferring. In-service distributions can be received in two to
five annual installments, or if no election is made, in a lump sum. For those participants who have investments in ordinary shares, the
distribution of these assets will be in the form of ordinary shares, not cash.
The following table provides information regarding contributions, distributions, earnings and balances for each NEO under our
nonqualified deferred compensation plans.
Name Plan Name
Executive
Contributions
in Last Fiscal
Year ($)
(a)
Registrant
Contributions
in Last Fiscal
Year ($)
(b)
Aggregate
Earnings in
Last Fiscal
Year ($)
(c)
Aggregate
Withdrawals/
Distributions
($)
Aggregate
Balance at
Last Fiscal
Year End ($)
(d)
M. W. Lamach EDCP Plan II 250,178 5,834,411
Supplemental ESP 224,700 (27,712) 3,277,719
S.K. Carter Supplemental ESP 104,618 (27,015) 465,708
D. S. Regnery EDCP Plan I (13,128) (68,620) 181,216
EDCP Plan II 303,896 (302,861) 3,998,867
Supplemental ESP 57,690 (36,126) 907,198
M. J. Avedon EDPC Plan II 239,371 (556,604) 4,836,172
Supplemental ESP 61,531 (57,869) 677,781
M. Green EDCP Plan II 51,806 (8,774) 218,579
Supplemental ESP 64,644 (4,777) 149,863
(a) The annual deferrals (salary, AIM & PSP) are all reflected in the Salary column, the Non-Equity Incentive Plan column and the Stock Awards column, respectively of the
Summary Compensation Table.
(b) All of the amounts reflected in this column are included in the All Other Compensation column of the Summary Compensation Table.
(c) Amounts in this column include gains and losses on investments, as well as dividends on ordinary shares or ordinary share equivalents. None of the earnings or losses
reported in this column are included in the Summary Compensation Table.
(d) The following table reflects the amounts reported in this column as compensation to the NEOs in the Company’s Summary Compensation Table in proxy statements
for prior years. Each of Messrs. Lamach, Regnery, Ms. Carter, Ms. Green and Ms. Avedon first became NEOs and therefore had their compensation reported in the
Company’s proxy statements beginning with fiscal years 2005 (Lamach), 2017 (Regnery), 2014 (Carter), 2010 (Avedon) and 2016 (Green).
Name EDCP Plan ($) Supplemental ESP ($)
M. W. Lamach 1,529,086 1,571,025
S. K. Carter 324,425
D. S. Regnery 303,896 46,894
M. J. Avedon 376,016 356,942
M. C. Green 203,156 82,240
EXECUTIVE COMPENSATION
Ingersoll Rand 2019 Proxy Statement
55
Proxy Statement
EXECUTIVE COMPENSATION
POST-EMPLOYMENT BENEFITS
The following discussion describes the compensation to which each NEO would be entitled in the event of termination of such
executive’s employment.
EMPLOYMENT ARRANGEMENTS AND SEVERANCE NOT IN CONNECTION WITH A CHANGE
IN CONTROL
Mr. Lamach, Ms. Carter and Ms. Avedon are entitled to severance in the event of their involuntary termination without cause
pursuant to the terms of their employment agreements. Under the terms of his employment agreement, Mr. Lamach is eligible
for 24 months of base annual salary plus a prorated AIM award earned for the year of termination as determined and paid at the
conclusion of the full performance year in accordance with the terms of the AIM program. Under the terms of her employment
agreement, Ms. Carter is eligible for 12 months of base salary plus a prorated AIM award (not to exceed target) earned for the
year of termination as determined and paid at the conclusion of the full performance year in accordance with the terms of the AIM
program. Ms. Avedon is eligible for 12 months of base salary and an AIM award equal to her target.
Although the Company does not have a formal severance policy for officers, NEOs who do not have employment agreements
providing for severance and who are terminated by the Company other than for cause will generally be considered for severance
benefits up to 12 months’ base salary. Depending on the circumstances and timing of the termination, they may also be eligible
for a pro-rated portion of their AIM award earned for the year of termination as determined and paid at the conclusion of the full
performance year in accordance with the terms of the AIM program.
In addition, the Company’s equity award agreements provide for the following treatment upon the occurrence of one of the
specified events in the table below:
Stocks Options RSUs PSUs
Retirement Continue to vest on the same basis
as active employees and remain
exercisable for a period of up to five
years following retirement.
Continue to vest on the same basis as
active employees.
Vest pro-rata based on the time
worked during the performance
period and the achievement of
performance goals through the
end of the performance period.
Group Termination Immediately vest in the portion of the
awards that would have vested within
twelve months of termination and
remain exercisable for a period of up
to three years following termination of
employment.
Immediately vest in the portion of
the awards that would have vested
within twelve months of termination.
Job Elimination Unvested awards are forfeited and
vested awards remain exercisable
for a period of up to one year
following termination.
Unvested awards are forfeited.
Death or Disability Immediately vest in unvested awards
and vested awards remain exercisable
for a period of up to three years
following death or disability.
Immediately vest in unvested awards. Vest pro-rata based on the time
worked during the performance
period and the achievement
of performance goals from the
beginning of the performance
period through the end of
the calendar quarter in which
employment terminated.
In the event of a change in control or termination due to a Major Restructuring, severance would be determined pursuant to the
terms of the change-in-control agreements or the Major Restructuring Severance Plan described below in lieu of severance under
the terms of the employment agreements or the severance guidelines described above.
CHANGE IN CONTROL
The Company has entered into a change-in-control agreement with each NEO. The change-in-control agreement provides for
certain payments if the employment is terminated by the Company without “cause” (as defined in the change-in-control agreements)
or by the NEO for “good reason” (as defined in the change-in-control agreements), in each case, within two years following a change
in control of the Company. For officers who first became eligible for a change-in-control agreement on or after May 19, 2009,
including Ms. Carter, Mr. Regnery and Ms. Green, the Company eliminated a severance payment based on outstanding PSP awards
and eliminated a payment to cover the impact to the executive of certain incremental taxes incurred in connection with the payments
made following a change in control.
56
Proxy Statement
EXECUTIVE COMPENSATION
Following a change in control, each NEO is entitled to continue receiving his or her current base salary and is entitled to an annual
bonus in an amount not less than the highest annual bonus paid during the prior three full fiscal years.
If an NEO’s employment is terminated “without cause” or by the NEO for “good reason” within two years following a change in
control, the NEO is entitled to the following:
any base salary and annual bonus for a completed fiscal year that had not been paid;
an amount equal to the NEO’s annual bonus for the last completed fiscal year pro-rated for the number of full months employed in
the current fiscal year;
an amount equal to the NEO’s base salary pro-rated for any unused vacation days;
a lump sum severance payment from the Company equal to the three times (for the CEO) or two and one-half times (for other
NEOs) the sum of:
- the NEO’s annual salary in effect on the termination date, or, if higher, the annual salary in effect immediately prior to the
reduction of the NEO’s annual salary after the change in control; and
- the NEO’s target AIM award for the year of termination or, if higher, the average of the AIM award amounts beginning three
years immediately preceding the change in control and ending on the termination date; and
- for Mr. Lamach and Ms. Avedon, a lump sum payment equal to three times for Mr. Lamach and two and one-half times for
Ms. Avedon of: (a) the cash value of the target amount of the most recent PSU award; or (b) if higher, the average amounts of
the last three PSU awards granted and paid to the NEO immediately preceding termination. This payment is in lieu of any rights
the individual might have with respect to unvested PSU awards.
A “change in control” is defined as the occurrence of any of the following events: (i) any person unrelated to the Company becomes
the beneficial owner of 30% or more of the combined voting power of the Company’s voting stock; (ii) the directors serving at the
time the change-in-control agreements were executed (or the directors subsequently elected by the shareholders of the Company
whose election or nomination was duly approved by at least two-thirds of the then serving directors) fail to constitute a majority of
the Board of Directors; (iii) the consummation of a merger or consolidation of the Company with any other corporation in which the
Company’s voting securities outstanding immediately prior to such merger or consolidation represent 50% or less of the combined
voting securities of the Company immediately after such merger or consolidation; (iv) any sale or transfer of all or substantially all of
the Company’s assets, other than a sale or transfer with a corporation where the Company owns at least 80% of the combined voting
power of such corporation or its parent after such transfer; or (v) any other event that the continuing directors determine to be a
change in control; provided however, with respect to (i), (iii) and (v) above, there shall be no change in control if shareholders of the
Company own more than 50% of the combined voting power of the voting securities of the Company or the surviving entity or any
parent immediately following such transaction in substantially the same proportion to each other as prior to such transaction.
In addition to the foregoing, the NEOs would also be eligible to participate in the Company’s welfare employee benefit programs
for the severance period (three years for the CEO and two and one-half years for the other NEOs). For purposes of determining
eligibility for applicable post-retirement welfare benefits, the NEO would be credited with any combination of additional years of
service and age, not exceeding 10 years, to the extent necessary to qualify for such benefits. Mr. Regnery is the only active NEO
eligible for subsidized retiree medical benefits (only until age 65) due to his age and service as of January 1, 2003, when eligibility for
the retiree medical benefit was frozen. The Company would also provide each NEO up to $100,000 of outplacement services.
In the event of a change in control, participants in the EOSP and KMP would be immediately vested. A termination within two years
following a change in control also triggers the payment of an enhanced benefit, whereby three years would be added to both age
and service with the Company under the EOSP or KMP. In addition, the “final average pay” under the EOSP or KMP would be
calculated as 33.33% of his or her severance benefit under the change-in-control agreement in the case of Mr. Lamach and 40% of
the severance benefit under the applicable change-in-control agreement in the case of the other NEOs. These percentages reflect an
annualized value of severance payments that would be provided in accordance with their respective agreements. Ms. Green does
not participate in either the EOSP or KMP.
Under the Company’s 2018 Stock Plan, time-based awards will only vest and become exercisable or payable, as applicable, on a
change in control (as defined in the 2018 Stock Plan) if they are not assumed, substituted or otherwise replaced in connection with
the change in control. If the awards are assumed or continued after the change in control, the Committee may provide that such
awards will be subject to automatic vesting acceleration upon a participant’s involuntary termination within a designated period
following the change in control. Further, under the 2018 Stock Plan, PSUs will automatically vest upon a change in control of our
Company, based on (a) the target level, pro-rated to reflect the period the participant was in service during the performance period
or (b) the actual performance level attained, in each case, as determined by the Committee.
Ingersoll Rand 2019 Proxy Statement
57
Proxy Statement
EXECUTIVE COMPENSATION
MAJOR RESTRUCTURING
The Company has adopted a Severance Plan that provides a cash severance payment in the event a participant’s employment
is terminated due to an involuntary loss of job without Cause (as defined in the Severance Plan) or a Good Reason (as defined
in the Severance Plan), provided that the termination is substantially related to or a result of a Major Restructuring. The cash
severance payment would be equal to two and one-half times (for the CEO) or two times (for other NEOs) (a) current base salary,
and (b) current target AIM award. As of December 31, 2018, the value of cash severance for NEOs was: Mr. Lamach, $8,775,000;
Ms. Carter, $2,960,000; Mr. Regnery, $2,960,000; Ms. Avedon, $2,405,000; and Ms. Green, $2,052,000.
Participants would also receive a pro-rated portion of their target AIM award, based on actual Company and individual performance
during the fiscal year in which termination of employment occurred. Participants in the EOSP or KMP who are not vested in
such plans would also receive a cash payment equal to the amount of the benefit to which they would have been entitled if they
were vested.
In addition, the Company’s equity awards provide that employees who terminate employment due to an involuntary loss of job
without Cause (as defined in the applicable award agreement) or for Good Reason (as defined in the applicable award agreement)
within one year of completion of a Major Restructuring will, provided that the termination is substantially related to the Major
Restructuring, (i) immediately vest in all unvested stock options and may exercise all vested stock options at any time within the
following three-year period (five years if retirement eligible) or the remaining term of the stock option, if shorter, (ii) immediately
vest in all RSUs, except that retirement eligible participants with at least five years of service would continue their existing vesting
schedule, and (iii) receive a prorated payout of outstanding PSUs based on actual performance at the end of performance period. As
of December 31, 2018, the value of unvested equity awards was: Mr. Lamach, $24,623,163; Ms. Carter, $5,727,307; Mr. Regnery,
$3,773,450; Ms. Avedon, $3,529,735; and Ms. Green, $3,438,019.
A “Major Restructuring” is defined as a reorganization, recapitalization, extraordinary stock dividend, merger, sale, spin-off or other
similar transaction or series of transactions, which individually or in the aggregate, has the effect of resulting in the elimination
of all, or the majority of, any one or more of the Company’s two business segments (i.e., Climate and Industrial), so long as such
transaction or transactions do not constitute a Change in Control (as defined in the applicable plan).
2018 POST-EMPLOYMENT BENEFITS TABLE
The following table describes the compensation to which each of the NEOs would be entitled in the event of termination of such
executive’s employment on December 31, 2018, including termination following a change in control. The potential payments were
determined under the terms of our plans and arrangements in effect on December 31, 2018. The table does not include the pension
benefits or nonqualified deferred compensation amounts that would be paid to an NEO, which are set forth in the Pension Benefits
table and the Nonqualified Deferred Compensation table above, except to the extent that the NEO is entitled to an additional benefit
as a result of the termination.
Name
Voluntary
Resignation/
Retirement
($)
Involuntary
without
Cause
($)
Involuntary
with Cause
($)
Change in
Control
($)
Disability
($)
Death
($)
M. W. Lamach
Severance
(a)
2,700,000 11,240,000
Earned but Unpaid AIM Award(s)
(b)
2,900,000 2,900,000
PSP Award Payout
(c)
14,007,819 14,007,819 29,119,665 14,007,819 14,007,819
Value of Unvested Equity Awards
(d)
10,615,343 10,615,343 10,615,343 10,615,343 10,615,343
Enhanced Retirement Benefits
(e)
9,573,887
Outplacement
(f)
11,400 100,000
Health Benefits
(g)
25,865
Tax Assistance
(h)
Total 24,623,162 30,234,562 63,574,760 24,623,162 24,623,162
58
Proxy Statement
EXECUTIVE COMPENSATION
Name
Voluntary
Resignation/
Retirement
($)
Involuntary
without
Cause
($)
Involuntary
with Cause
($)
Change in
Control
($)
Disability
($)
Death
($)
S. K. Carter
Severance
(a)
740,000 3,810,398
Earned but Unpaid AIM Award(s)
(b)
740,000 939,504
PSP Award Payout
(c)
3,198,068 3,198,068 3,198,524 3,198,068 3,198,068
Value of Unvested Equity Awards
(d)
2,529,240 2,529,240 2,529,240 2,529,240 2,529,240
Enhanced Retirement Benefits
(e)
2,021,097
Outplacement
(f)
11,400 100,000
Health Benefits
(g)
21,761
Tax Assistance
(h)
Total 5,727,308 7,218,708 12,620,524 5,727,308 5,727,308
D. S. Regnery
Severance
(a)
740,000 3,700,000
Earned but Unpaid AIM Award(s)
(b)
740,000 971,398
PSP Award Payout
(c)
1,450,739 1,450,739 1,451,287 1,450,739 1,450,739
Value of Unvested Equity Awards
(d)
1,306,591 1,306,591 2,322,711 2,322,711 2,322,711
Enhanced Retirement Benefits
(e)
4,567,303
Outplacement
(f)
11,400 100,000
Health Benefits
(g)
100,761
Tax Assistance
(h)
Total 2,757,330 4,248,730 13,213,460 3,773,450 3,773,450
M. J. Avedon
Severance
(a)
650,000 3,086,903
Earned but Unpaid AIM Award(s)
(b)
552,500 736,527
PSP Award Payout
(c)
1,964,091 1,964,091 3,026,235 1,964,091 1,964,091
Value of Unvested Equity Awards
(d)
1,565,644 1,565,644 1,565,644 1,565,644 1,565,644
Enhanced Retirement Benefits
(e)
2,443,044
Outplacement
(f)
11,400 100,000
Health Benefits
(g)
21,761
Tax Assistance
(h)
Total 3,529,735 4,743,635 10,980,114 3,529,735 3,529,735
M. C. Green
Severance
(a)
471,346 2,690,380
Earned but Unpaid AIM Award(s)
(b)
456,000 578,938
PSP Award Payout
(c)
1,936,083 1,936,083 1,936,266 1,936,083 1,936,083
Value of Unvested Equity Awards
(d)
1,501,936 1,501,936 1,501,936 1,501,936 1,501,936
Enhanced Retirement Benefits
(e)
Outplacement
(f)
11,400 100,000
Health Benefits
(g)
21,761
Tax Assistance
(h)
Total 3,438,019 4,376,765 6,829,281 3,438,019 3,438,019
(a) For the “Involuntary without Cause” column, for those NEOs who do not have a formal separation agreement, the current severance guidelines permit payment of up
to one year’s base salary provided that such termination was not eligible for severance benefits under the Major Restructuring Severance Plan. Because of her service,
Ms. Green’s severance is equal to 43 weeks rather than 52. For the amounts shown under the “Change in Control” columns, refer to the description of how severance
is calculated in the section above, entitled Post-Employment Benefits.
Ingersoll Rand 2019 Proxy Statement
59
Proxy Statement
EXECUTIVE COMPENSATION
(b) For the “Involuntary without Cause” column, these amounts represent the (i) AIM award earned by Mr. Lamach, Ms. Carter and Ms. Avedon in 2018 and paid pursuant
to the terms of their employment agreements and (ii) prorated AIM awards (up to target) that may be paid to the other NEOs depending on the circumstances and
timing of the termination. For the amounts under “Change in Control,” these amounts represent the actual award earned for the 2018 performance period, which may
be more or less than the target award.
(c) For the “Involuntary without Cause” column, these amounts represent the cash value of the prorated PSU award payout to the NEOs as a result of their retirement
eligibility at December 31, 2018. For the “Change in Control” column for Messrs. Lamach and Ms. Avedon, these amounts represent the cash value of the PSU award
payout, based on the appropriate multiple. For the “Change in Control” column for Mr. Regnery, Ms. Carter and Ms. Green, these values represent what would be
provided under the terms of the 2013 Plan, which provides a pro-rated payment for all outstanding awards at target, and the 2018 Plan, which provides for either a
pro-rated payment for all outstanding awards at target or a payment based on actual performance, as determined by the Committee. For the “Retirement,” “Disability”
and “Death” columns, amounts represent the cash value of the prorated portion of their PSUs that vest upon such events assuming performance at target. Amounts for
each column are based on the closing stock price of the ordinary shares on December 31, 2018 ($91.23).
(d) The amounts shown for “Retirement,” “Involuntary without Cause,” “Change in Control,” “Death” and “Disability” represent (i) the value of the unvested RSUs,
which is calculated based on the number of unvested RSUs multiplied by the closing stock price of the ordinary shares on December 31, 2018 ($91.23), and (ii) the
intrinsic value of the unvested stock options, which is calculated based on the difference between the closing stock price of the ordinary shares on December 31, 2018
($91.23) and the relevant exercise price. However, only in the event of termination following a “Change in Control” or termination due to “Death” or “Disability” is
there accelerated vesting of unvested awards. For “Retirement,” “Disability” and “Death”, the awards do not accelerate but continue to vest on the same basis as active
employees. Because all the NEOs were retirement eligible, they would continue to vest in stock options and RSUs after termination of employment for any reason
other than cause.
(e) In the event of a change in control of the Company and termination of the NEOs, the present value of the pension benefits under the EOSP, KMP and Supplemental
Pension Plan would be paid out as lump sums. While there is no additional benefit to the NEOs as a result of either voluntary retirement/resignation and/or involuntary
resignation without cause, there are differences (based on the methodology mandated by the SEC) between the numbers that are shown in the Pension Benefits Table
and those that would actually be payable to the NEO under these termination scenarios.
(f) For the “Involuntary without Cause” column, each NEO is eligible for outplacement services for a twelve month period, not to exceed $11,400. For the “Change in
Control” column, the amount represents the maximum expenses the Company would reimburse the NEO for professional outplacement services.
(g) Represents the Company cost of health and welfare coverage. The cost for “Change in Control” represents continued active coverage for the severance period. For
Mr. Regnery, the value shown includes the cost for retiree coverage.
(h) Pursuant to the change-in-control agreements for Mr. Lamach and Ms. Avedon, if any payment or distribution by the Company to these NEOs creates certain
incremental taxes, they would be entitled to receive from the Company a payment in an amount sufficient to place them in the same after-tax financial position as
if such taxes had not been imposed. For 2018, as a result of a cut-back provision in the change-in-control agreements, these two NEOs were not eligible for this
payment, and therefore no value is shown in the table above.
CEO PAY RATIO
The ratio of our median employee’s total compensation to our CEO’s total compensation (the “CEO Pay Ratio”) is a reasonable
estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. Due to the flexibility afforded by Item 402(u) in
calculating the CEO Pay Ratio, the ratio may not be comparable to CEO pay ratios presented by other companies.
We identified our median employee using our global employee population as of October 31, 2017 (the “Determination Date”). We
chose to maintain the same median employee for our CEO Pay Ratio calculation in 2018 as there were no changes to our employee
population or employee compensation arrangements during 2018 that we believe would result in a significant change to our pay
ratio disclosure.
Our in-scope employees consisted of our full-time, part-time, seasonal and temporary employees and excluded independent
contractors and leased workers. As permitted under SEC rules, to determine our median employee, we used annual total direct
compensation (which includes annual base pay rate, overtime, incentive/bonus, commissions and long-term incentives), as our
consistently applied compensation measure. In identifying our median employee, we further annualized pay for those full-time and
part-time employees (but not seasonal and temporary employees) who commenced work during 2017. We believe that annual
total direct compensation encompasses all of the principal methods of compensation we use for our employees and provides
a reasonable estimate of annual compensation of our employees. For more information regarding our employee base as of our
Determination Date and our use of the de minimis exception for non-U.S. employees, please see our definitive proxy statement as
filed with the SEC on April 25, 2018.
After identifying the median employee, we calculated the median employee’s total annual compensation in accordance with the
requirements of the Summary Compensation Table. Based on such calculation, our median employee’s total compensation was
$61,418, while our CEO’s compensation was $15,585,485. Accordingly, our CEO Pay Ratio was 254:1.
60
Proxy Statement
EXECUTIVE COMPENSATION
EQUITY COMPENSATION PLAN INFORMATION
The following table provides information as of December 31, 2018, with respect to the Company’s ordinary shares that may be
issued under equity compensation plans:
Plan Category
Number of Securities
to be Issued upon
Exercise of
Outstanding Options,
Warrants and Rights
Weighted Average
Exercise Price of
Outstanding Options,
Warrants and Rights
Number of Securities
Remaining Available for
Future Issuance Under
Equity Compensation
Plans (Excluding
Securities Reflected in
First Column)
Equity compensation plans approved by security holders
(1)
8,253,154 $66.95 22,906,650
Equity compensation plans not approved by security holders
(2)
989,769
Total 9,242,923 $66.95 22,906,650
(1) Consists of the 2007 Plan, the 2013 Plan and the 2018 Plan.
(2) Consists of the EDCP Plans, the Ingersoll Rand Directors Deferred Compensation Plan (the “DDCP I”), the Ingersoll Rand Directors Deferred Compensation and Stock
Award Plan II (the “DDCP II” and, together with the DDCP I, the “DDCP Plans”), and the Trane Deferred Compensation Plan (the “TDCP”). Plan participants acquire
Company shares under these plans as a result of the deferral of salary, AIM awards and PSUs.
Executive Compensation
Ingersoll Rand 2019 Proxy Statement
61
Proxy Statement
INFORMATION CONCERNING VOTING
AND SOLICITATION
WHY DID I RECEIVE THIS PROXY STATEMENT?
We sent you this Proxy Statement or a Notice of Internet Availability of Proxy Materials (”Notice”) because our Board of Directors is
soliciting your proxy to vote at the Annual General Meeting. This Proxy Statement summarizes the information you need to know to
vote on an informed basis.
WHY ARE THERE TWO SETS OF FINANCIAL STATEMENTS COVERING THE SAME
FISCAL PERIOD?
U.S. securities laws require us to send you our 2018 Form 10-K, which includes our financial statements prepared in accordance
with GAAP. These financial statements are included in the mailing of this Proxy Statement. Irish law also requires us to provide
you with our Irish Financial Statements for our 2018 fiscal year, including the reports of our Directors and auditors thereon, which
accounts have been prepared in accordance with Irish law. The Irish Financial Statements are available on the Company’s website at
www.ingersollrand.com/irishstatutoryaccounts and will be laid before the Annual General Meeting.
HOW DO I ATTEND THE ANNUAL GENERAL MEETING?
All shareholders are invited to attend the Annual General Meeting. In order to be admitted, you must present a form of
personal identification and evidence of share ownership.
If you are a shareholder of record, evidence of share ownership will be either (1) an admission ticket, which is attached to the
proxy card and must be separated from the proxy card and kept for presentation at the meeting if you vote your proxy by mail, or
(2) a Notice.
If you own your shares through a bank, broker or other holder of record (“street name holders”), evidence of share ownership will
be either (1) your most recent bank or brokerage account statement, or (2) a Notice. If you would rather have an admission ticket,
you can obtain one in advance by mailing a written request, along with proof of your ownership of the Company’s ordinary
shares, to:
Secretary
Ingersoll-Rand plc
170/175 Lakeview Dr.
Airside Business Park
Swords, Co. Dublin
Ireland
No cameras, recording equipment, electronic devices, large bags, briefcases or packages will be
permitted at the Annual General Meeting.
WHO MAY VOTE?
You are entitled to vote if you beneficially owned the Company’s ordinary shares at the close of business on April 8, 2019, the
Record Date. At that time, there were 241,128,058 of the Company’s ordinary shares outstanding and entitled to vote. Each
ordinary share that you own entitles you to one vote on all matters to be voted on a poll at the Annual General Meeting.
HOW DO I VOTE?
Shareholders of record can cast their votes by proxy by:
using the Internet and voting at www.proxyvote.com;
calling 1-800-690-6903 and following the telephone prompts; or
completing, signing and returning a proxy card by mail. If you received a Notice and did not receive a proxy card, you may request
The Notice is not a proxy card and it cannot be used to vote your shares.
62
Proxy Statement
INFORMATION CONCERNING VOTING AND SOLICITATION
If you are a shareholder of record and you choose to submit your proxy by telephone by calling the toll-free number on your proxy
card, your use of that telephone system and in particular the entry of your pin number/other unique identifier, will be deemed to
constitute your appointment, in writing and under hand, and for all purposes of the Companies Act 2014, of the persons named on
the proxy card as your proxy to vote your shares on your behalf in accordance with your telephone instructions.
Shareholders of record may also vote their shares directly by attending the Annual General Meeting and casting their vote in person
or appointing a proxy (who does not have to be a shareholder) to attend the Annual General Meeting and casting votes on their
behalf in accordance with their instructions.
Street name holders must vote their shares in the manner prescribed by their bank, brokerage firm or nominee. Street name holders
who wish to vote in person at the Annual General Meeting must obtain a legal proxy from their bank, brokerage firm or nominee.
Street name holders will need to bring the legal proxy with them to the Annual General Meeting and hand it in with a signed ballot
that is available upon request at the meeting. Street name holders will not be able to vote their shares at the Annual General Meeting
without a legal proxy and a signed ballot.
Even if you plan to attend the Annual General Meeting, we recommend that you vote by proxy as described above so that your vote
will be counted if you later decide not to attend the meeting.
In order to be timely processed, your vote must be received by 11:59 p.m. Eastern Time on June 5, 2019 (or, if you
are a street name holder, such earlier time as your bank, brokerage firm or nominee may require).
HOW MAY EMPLOYEES VOTE UNDER OUR EMPLOYEE PLANS?
If you participate in the ESP, the Ingersoll-Rand Company Employee Savings Plan for Bargained Employees, the Ingersoll-Rand
Retirement Savings Plan for Participating Affiliates in Puerto Rico, the Ingersoll-Rand Individual Account Retirement Plan for
Bargaining Unit Employees at the Buffalo, New York Plant or the Trane 401(k) and Thrift Plan, then you may be receiving these
materials because of shares held for you in those plans. In that case, you may use the enclosed proxy card to instruct the plan
trustees of those plans how to vote your shares, or give those instructions by telephone or over the Internet. They will vote these
shares in accordance with your instructions and the terms of the plan.
To allow plan administrators to properly process your vote, your voting instructions must be received by 11:59 p.m.
Eastern Time on June 2, 2019.
If you do not provide voting instructions for shares held for you in any of these plans, the plan trustees will vote these shares in the
same ratio as the shares for which voting instructions are provided.
MAY I REVOKE MY PROXY?
You may revoke your proxy at any time
before it is voted at the Annual General Meeting
in any of the following ways:
by notifying the Company’s Secretary in writing: c/o Ingersoll-Rand plc, 170/175 Lakeview Dr., Airside Business Park, Swords,
Co. Dublin, Ireland;
by submitting another properly signed proxy card with a later date or another Internet or telephone proxy at a later date but prior
to the close of voting described above; or
by voting in person at the Annual General Meeting.
Merely attending the Annual General Meeting does not revoke your proxy. To revoke a proxy, you must take one of the actions
described above.
Ingersoll Rand 2019 Proxy Statement
63
Proxy Statement
INFORMATION CONCERNING VOTING AND SOLICITATION
HOW WILL MY PROXY GET VOTED?
If your proxy is properly submitted, your proxy holder (one of the individuals named on the proxy card) will vote your shares as
you have directed. If you are a street name holder, the rules of the NYSE permit your bank, brokerage firm or nominee to vote your
shares on Items 3, 4, 5 and 6 (routine matters) if it does not receive instructions from you. However, your bank, brokerage firm or
nominee may not vote your shares on Items 1 and 2 (non-routine matters) if it does not receive instructions from you (“broker non-
votes”). Broker non-votes will not be counted as votes for or against the non-routine matters, but rather will be regarded as votes
withheld and will not be counted in the calculation of votes for or against the resolution.
If you are a shareholder of record and you do not specify on the proxy card you send to the Company (or when giving
your proxy over the Internet or telephone) how you want to vote your shares, then the Company-designated proxy
holders will vote your shares in the manner recommended by our Board of Directors on all matters presented in this
Proxy Statement and as the proxy holders may determine in their discretion regarding any other matters properly
presented for a vote at the meeting.
WHAT CONSTITUTES A QUORUM?
The presence (in person or by proxy) of shareholders entitled to exercise a majority of the voting power of the Company on the
Record Date is necessary to constitute a quorum for the conduct of business. Abstentions and broker non-votes are treated as
“shares present” for the purposes of determining whether a quorum exists.
WHAT VOTE IS REQUIRED TO APPROVE EACH PROPOSAL?
A majority of the votes cast at the Annual General Meeting is required to approve each of Items 1, 2, 3 and 4. A majority of the votes
cast means that the number of votes cast “for” an Item must exceed the number of votes cast “against” that Item. Items 5 and 6 are
considered special resolutions under Irish law and require 75% of the votes cast for approval.
Although abstentions and broker non-votes are counted as “shares present” at the Annual General Meeting for the purpose of
determining whether a quorum exists, they are not counted as votes cast either “for” or “against” the resolution and, accordingly, will
not affect the outcome of the vote.
WHO PAYS THE EXPENSES OF THIS PROXY STATEMENT?
We have hired Alliance Advisors, LLC to assist in the distribution of proxy materials and the solicitation of proxies for a fee
estimated at $15,000 plus out-of-pocket expenses. Proxies will be solicited on behalf of our Board of Directors by mail, in person,
by telephone and through the Internet. We will bear the cost of soliciting proxies. We will also reimburse brokers and other
custodians, nominees and fiduciaries for their reasonable out-of-pocket expenses for forwarding proxy materials to the persons
for whom they hold shares.
HOW WILL VOTING ON ANY OTHER MATTER BE CONDUCTED?
Although we do not know of any matters to be presented or acted upon at the Annual General Meeting other than the items
described in this Proxy Statement, if any other matter is proposed and properly presented at the Annual General Meeting, the proxy
holders will vote on such matters in accordance with their best judgment.
64
Proxy Statement
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table sets forth as of the Record Date, the beneficial ownership of our ordinary shares by (i) each director of the
Company, (ii) each executive officer of the Company named in the Summary Compensation Table below, and (iii) all directors and
executive officers of the Company as a group:
Name Ordinary Shares
(1)
Notional Shares
(2)
Options
Exercisable
Within 60
Days
(3)
K. E. Arnold 1,804 - -
A. C. Berzin 28,510 34,823 -
J. Bruton 9,535 - -
J. L. Cohon 24,190 - -
G. D. Forsee 28,384 - -
L. P. Hudson 4,923 - -
M. P. Lee 4,609 - -
K. B. Peetz 2,034 - -
J. P. Surma 9,181 - -
R. J. Swift 4,353 64,911 -
T. L. White 27,841 49,176 -
M.W. Lamach 185,673 64,267 723,678
S.K. Carter 100,104 - 93,865
D. S. Regnery 32,624 976 100,807
M. J. Avedon 52,888 42,334 66,685
M. C. Green 32,366 5,263 80,054
All directors and executive officers as a group (20 persons)
(4)
595,301 307,318 1,120,096
(1) Represents (i) ordinary shares held directly; (ii) ordinary shares held indirectly through a trust; (iii) unvested shares, including any RSUs or PSUs, and ordinary shares
and ordinary share equivalents notionally held under the TDCP that may vest or are distributable within 60 days of the Record Date; and (iv) ordinary shares held
by the trustee under the ESP for the benefit of executive officers. No director or executive officer of the Company beneficially owns 1% or more of the Company’s
ordinary shares.
(2) Represents ordinary shares and ordinary share equivalents notionally held under the DDCP Plans, and the EDCP Plans that are not distributable within 60 days of the
Record Date.
(3) Represents ordinary shares as to which directors and executive officers had stock options exercisable within 60 days of the Record Date, under the Company’s
Incentive Stock Plans.
(4) The Company’s ordinary shares beneficially owned by all directors and executive officers as a group (including shares issuable under exercisable options) aggregated
approximately 0.71% of the total outstanding ordinary shares. Ordinary shares and ordinary share equivalents notionally held under the DDCP Plans, the EDCP
Plans and the TDCP and ordinary share equivalents resulting from dividends on deferred stock awards are not counted as outstanding shares in calculating these
percentages because they are not beneficially owned; the directors and executive officers have no voting or investment power with respect to these shares or
share equivalents.
Ingersoll Rand 2019 Proxy Statement
65
Proxy Statement
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth each shareholder which is known by us to be the beneficial owner of more than 5% of the outstanding
ordinary shares of the Company based solely on the information filed by such shareholder on Schedule 13D or filed by such
shareholder in 2018 for the year ended December 31, 2018 on Schedule 13G under the Securities Exchange Act of 1934:
Name and Address of Beneficial Owner
Amount and Nature of
Beneficial Ownership
Percent
of Class
(1)
BlackRock, Inc.
(2)
55 East 52nd Street
New York, New York 10022 18,815,633 7.80%
Vanguard Group
(3)
100 Vanguard Blvd.
Malvern, PA 19355 17,667,031 7.33%
(1) The ownership percentages set forth in this column are based on the Company’s outstanding ordinary shares on the Record Date and assumes that each of the
beneficial owners continued to own the number of shares reflected in the table above on such date.
(2) Information regarding BlackRock, Inc. and its stockholdings was obtained from a Schedule 13G filed with the SEC on February 4, 2019. The filing indicated that, as of
December 31, 2018, BlackRock, Inc. had sole voting power as to 15,739,429 of such shares and sole dispositive power as to 18,815,633 of such shares.
(3) Information regarding Vanguard Group and its stockholdings was obtained from a Schedule 13G filed with the SEC on February 12, 2019. The filing indicated that, as
of December 31, 2018, Vanguard Group Inc. had sole voting power as to 293,872 of such shares and sole dispositive power as to 17,328,624 of such shares.
CERTAIN RELATIONSHIPS AND RELATED
PERSON TRANSACTIONS
The Company does not generally engage in transactions in which its executive officers, directors or nominees for directors, any of
their immediate family members or any of its 5% shareholders have a material interest. Pursuant to the Company’s written related
person transaction policy, any such transaction must be reported to management, which will prepare a summary of the transaction
and refer it to the Corporate Governance and Nominating Committee for consideration and approval by the disinterested directors.
The Corporate Governance and Nominating Committee reviews the material terms of the related person transaction, including
the dollar values involved, the relationships and interests of the parties to the transaction and the impact, if any, to a director’s
independence. The Corporate Governance and Nominating Committee only approves those transactions that are in the best interest
of the Company. In addition, the Company’s Code of Conduct, which sets forth standards applicable to all employees, officers and
directors of the Company, generally proscribes transactions that could result in a conflict of interest for the Company. Any waiver
of the Code of Conduct for any executive officer or director requires the approval of the Company’s Board of Directors. Any such
waiver will, to the extent required by law or the NYSE, be disclosed on the Company’s website at www.ingersollrand.com or on a
current report on Form 8-K. No such waivers were requested or granted in 2018.
We have not made payments to directors other than the fees to which they are entitled as directors (described under the heading
“Compensation of Directors”) and the reimbursement of expenses related to their services as directors. We have made no loans to
any director or officer nor have we purchased any shares of the Company from any director or officer.
SECTION 16(a) BENEFICIAL OWNERSHIP
REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our directors and officers, and persons who beneficially
own more than ten percent of the Company’s ordinary shares, to file reports of ownership and reports of changes in ownership
with the SEC and the NYSE. To the Company’s knowledge, based solely on its review of such forms received by the Company and
written representations that no other reports were required, all Section 16(a) filing requirements were complied with for the year
2018 other than with respect to one Form 4 for Keith Sultana which was not timely filed due to administrative error.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
66
Proxy Statement
SHAREHOLDER PROPOSALS AND NOMINATIONS
Any proposal by a shareholder intended to be presented at the 2020 Annual General Meeting of shareholders of the Company must
be received by the Company at its registered office at 170/175 Lakeview Drive, Airside Business Park, Swords, Co. Dublin, Ireland,
Attn: Secretary, no later than December 25, 2019, for inclusion in the proxy materials relating to that meeting. Any such proposal
must meet the requirements set forth in the rules and regulations of the SEC, including Rule 14a-8, in order for such proposals to be
eligible for inclusion in our 2020 proxy statement.
The Company’s Articles of Association set forth procedures to be followed by shareholders who wish to nominate candidates for
election to the Board of Directors in connection with Annual General Meetings of shareholders or pursuant to written shareholder
consents or who wish to bring other business before a shareholders’ general meeting. All such nominations must be accompanied
by certain background and other information specified in the Articles of Association. In connection with the 2020 Annual General
Meeting, written notice of a shareholder’s intention to make such nominations or bring business before the Annual General Meeting
must be given to the Secretary of the Company not later than March 20, 2020. If the date of the 2020 Annual General Meeting
occurs more than 30 days before, or 60 days after, the anniversary of the 2019 Annual General Meeting, then the written notice
must be provided to the Secretary of the Company not later than the seventh day after the date on which notice of such Annual
General Meeting is given.
In addition, the Company’s Articles of Association separately provide shareholders representing 3% or more of the voting power
of the Company’s shares with the right, subject to certain terms and conditions, to nominate candidates for election to the Board
of Directors and have such candidate included in our proxy materials for the applicable Annual General Meeting (“proxy access”).
All such nominations must be accompanied by certain background and other information specified in the Articles of Association. In
connection with the 2020 Annual General Meeting, written notice of proxy access nominations must be given to the Secretary of
the Company not earlier than November 25, 2019 and not later than later than December 25, 2019. If the date of the 2020 Annual
General Meeting occurs more than 30 days before, or 60 days after, the anniversary of the 2019 Annual General Meeting, then
the written notice must be provided to the Secretary of the Company not earlier than 120 days prior to the 2019 Annual General
Meeting and not later than the close of business on the later of (x) the 90th day prior to the 2020 Annual General Meeting or (y) the
10th day following the day on which public announcement of the date of the 2020 Annual General Meeting is first made.
The Corporate Governance and Nominating Committee will consider all shareholder recommendations for candidates for Board
membership, which should be sent to the Committee, care of the Secretary of the Company, at the address set forth above. In
addition to considering candidates recommended by shareholders, the Committee considers potential candidates recommended
by current directors, Company officers, employees and others. As stated in the Company’s Corporate Governance Guidelines, all
candidates for Board membership are selected based upon their judgment, character, achievements and experience in matters
affecting business and industry. Candidates recommended by shareholders are evaluated in the same manner as director candidates
identified by any other means.
In order for you to bring other business before a shareholder general meeting, timely notice must be received by the Secretary of the
Company within the time limits described above. The notice must include a description of the proposed item, the reasons you believe
support your position concerning the item, and other specified matters. These requirements are separate from and in addition to the
requirements you must meet to have a proposal included in our Proxy Statement. The foregoing time limits also apply in determining
whether notice is timely for purposes of rules adopted by the SEC relating to the exercise of discretionary voting authority.
If a shareholder wishes to communicate with the Board of Directors for any other reason, all such communications should be sent in
writing, care of the Secretary of the Company, or by email at [email protected].
Ingersoll Rand 2019 Proxy Statement
67
Proxy Statement
HOUSEHOLDING
SEC rules permit a single set of annual reports and proxy statements to be sent to any household at which two or more shareholders
reside if they appear to be members of the same family. Each shareholder continues to receive a separate proxy card. This procedure
is referred to as householding. While the Company does not household in mailings to its shareholders of record, a number of
brokerage firms with account holders who are Company shareholders have instituted householding. In these cases, a single proxy
statement and annual report will be delivered to multiple shareholders sharing an address unless contrary instructions have been
received from the affected shareholders. Once a shareholder has received notice from his or her broker that the broker will be
householding communications to the shareholder’s address, householding will continue until the shareholder is notified otherwise
or until the shareholder revokes his or her consent. If at any time a shareholder no longer wishes to participate in householding and
would prefer to receive a separate proxy statement and annual report, he or she should notify his or her broker. Any shareholder can
receive a copy of the Company’s proxy statement and annual report by contacting the Company at its registered office at 170/175
Lakeview Drive, Airside Business Park, Swords, Co. Dublin, Ireland, Attention: Secretary or by accessing it on the Company’s
website at www.ingersollrand.com.
Shareholders who hold their shares through a broker or other nominee who currently receive multiple copies of the proxy statement
and annual report at their address and would like to request householding of their communications should contact their broker.
Dated: April 23, 2019
Ingersoll Rand 2019 Proxy Statement
A-1
Proxy Statement
Appendix A
Directions to the Annual General Meeting
DIRECTIONS FROM DUBLIN TO ADARE MANOR HOTEL & GOLF RESORT (3 HOURS)
Take the N7 from Dublin to Nenagh (in Co. Tipperary).
From Nenagh, continue along the N7 until you reach Limerick City.
Once you reach Limerick City, look for the signs for the N21 (South Side of Limerick City), follow this road which runs through the
village of Adare.
Adare Manor Hotel & Golf Resort is on the left-hand side as you approach the village.
DIRECTIONS FROM SHANNON AIRPORT TO ADARE MANOR HOTEL & GOLF RESORT
(25 MINS)
Follow the N18 from Shannon Airport to Limerick City.
Continue through the Limerick Tunnel, this is a Toll road, there is a charge of 1.80 for all cars.
Leave the N18 at Junction 1 (signposted Cork)
Continue on the N21(signposted Tralee) to the Village of Adare.
Adare Manor Hotel & Golf Resort is on the left-hand side as you approach the village.