01—Abstract
Summary
Summary of the 8-K filed April 3, 2025. Cited figures are marked; the original filing is the authoritative source.
Ingersoll Rand Inc. (NYSE: IR) filed this Current Report on Form 8-K dated April 3, 2025, to disclose the appointment of Michelle Swanenburg to its Board of Directors, effective April 3, 2025.
The Board, acting on the recommendation of its Nominating and Corporate Governance Committee, named her a director to serve until the 2025 Annual Meeting of Stockholders. She was also appointed to the Compensation Committee and the Sustainability Committee, and the Board determined she is independent under New York Stock Exchange listing standards. The filing states she has no arrangements or understandings with any other person regarding her selection and is not party to any related-person transaction requiring disclosure under Item 404(a) of Regulation S-K.
As a non-employee director, Ms. Swanenburg will receive prorated compensation under the company's director pay policy: an annual retainer of $61,875a and restricted stock units valued at $144,375. The number of RSUs will be based on the NYSE closing price on May 5, 2025, the grant date, and the units vest in full on the one-year anniversary of that grant date. The filing also furnishes a press release, Exhibit 99.1, which describes Ms. Swanenburg as head of Human Resources at T.
Rowe Price and notes her prior role as head of HR at Oaktree Capital Management. For investors, this is a governance update rather than a financial disclosure; the filing contains no operating results or financial figures for Ingersoll Rand. The announcement frames her expertise in human capital management, corporate governance and shareholder engagement as supporting the company's Deploy Talent strategic imperative.
02—Key points
Key Highlights
- Michelle Swanenburg appointed to the Board of Directors effective April 3, 2025, serving until the 2025 Annual Meeting of Stockholders
- Board appointed Ms. Swanenburg to the Compensation Committee and the Sustainability Committee
- Board determined Ms. Swanenburg is independent under NYSE listing standards and the company's Corporate Governance Guidelines
- Non-employee director compensation (prorated): annual retainer of $61,875 and RSUs valued at $144,375
- RSU share count to be set using the NYSE closing price on May 5, 2025; units vest in full one year after the grant date
- Ms. Swanenburg currently serves as head of Human Resources at T. Rowe Price, which had $1.63 trillion in assets under management as of February 28, 2025
- Chairman and CEO Vicente Reynal said her expertise supports the company's Deploy Talent strategic imperative
03—Questions
Frequently Asked Questions
Who was appointed to Ingersoll Rand's Board of Directors?
Michelle Swanenburg was appointed a director effective April 3, 2025, upon the recommendation of the Nominating and Corporate Governance Committee. She will serve until the 2025 Annual Meeting of Stockholders and until her successor is elected and qualified, or until her earlier death, resignation, retirement, disqualification or removal.
Is the new director independent?
Yes. The Board determined that Ms. Swanenburg qualifies as an independent director under the New York Stock Exchange listing standards, the company's Corporate Governance Guidelines, and applicable SEC rules.
What compensation will the new director receive?
As a non-employee director, she will receive prorated compensation consisting of an annual retainer of $61,875 and restricted stock units valued at $144,375. The RSUs are based on the NYSE closing price on May 5, 2025, and vest in full on the one-year anniversary of that grant date.
Does the appointment involve any related-person transactions or special arrangements?
The filing states that Ms. Swanenburg has no arrangements or understandings with any other person under which she was selected as a director, and that she is not a party to any transaction required to be disclosed under Item 404(a) of Regulation S-K.
What is Ms. Swanenburg's background?
According to the accompanying press release, she is head of Human Resources at T. Rowe Price and a member of its Management Committee. She previously served as head of HR at Oaktree Capital Management and has over twenty years of experience as an HR leader. She also serves on the board of The Waterfront Partnership of Baltimore Inc. and is on the President's Advisory Council at Stevenson University.
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