01—Abstract
Summary
Summary of the 8-K filed June 17, 2025. Cited figures are marked; the original filing is the authoritative source.
Ingersoll Rand Inc. (IR) reported in this Form 8-K, filed June 17, 2025, that its Board of Directors, on June 12, 2025, expanded the role of Michael Weatherred, Senior Vice President, IR Execution Excellence (IRX), Business and Commercial Excellence, to also lead the Company's Precision & Science Technologies ("PST") segment.
His new title is Senior Vice President PST Segment, Demand Generation and Execution, and he will develop processes, built on IRX, to support growth, margin expansion, and optimized capital allocation across PST. The Compensation Committee approved compensation changes for Mr. Weatherred effective June 16, 2025, including an annual base salary rate of $600,000,a a revised annual cash payout opportunity of 85% under the Management Incentive Plan (with PST performance goals for the period after the Effective Date), and equity awards. The Committee also approved an additional equity award for Andrew Schiesl, Senior Vice President, General Counsel, Chief Compliance Officer, following a market review by its independent compensation consultant, to keep his total compensation market competitive and retentive.
The equity grants to Mr. Weatherred and Mr. Schiesl are denominated as follows: Mr. Weatherred receives $75,000b in restricted stock units, $75,000 in stock options and $150,000 in performance stock units; Mr. Schiesl receives $112,500 in restricted stock units, $112,500 in stock options and $225,000 in performance stock units. The actual award amounts will be set on the grant date of August 6, 2025. Restricted stock units and options vest 25% per year over four years, and performance stock units are evaluated after a performance period from January 1, 2025 to December 31, 2027.
02—Key points
Key Highlights
- Michael Weatherred's role was expanded on June 12, 2025 to include leadership of the Precision & Science Technologies (PST) segment, with the new title Senior Vice President PST Segment, Demand Generation and Execution.
- Weatherred's annual base salary rate was set at $600,000, effective June 16, 2025.
- Weatherred's annual cash payout opportunity under the Management Incentive Plan was revised to 85%, with MIP performance goals adjusted to reflect PST segment performance after the Effective Date.
- Weatherred's equity grants total $300,000 in value: $75,000 RSUs, $75,000 stock options and $150,000 PSUs.
- Andrew Schiesl, SVP, General Counsel and Chief Compliance Officer, received an additional equity award of $450,000 in value ($112,500 RSUs, $112,500 stock options and $225,000 PSUs), supplementing his 2025 annual long-term incentive award.
- All grants will be priced and sized on the grant date of August 6, 2025; RSUs and options vest 25% annually over four years, and PSUs are tied to a performance period ending December 31, 2027.
03—Questions
Frequently Asked Questions
What is the change in leadership responsibilities disclosed in this filing?
Michael Weatherred, previously SVP, IR Execution Excellence (IRX), Business and Commercial Excellence, now also leads the Precision & Science Technologies (PST) segment. His new title is Senior Vice President PST Segment, Demand Generation and Execution, and he will build processes on IRX to support growth, margin expansion and optimized capital allocation across PST.
How is Mr. Weatherred's compensation changing?
Effective June 16, 2025, his annual base salary rate is $600,000 and his annual cash payout opportunity under the Management Incentive Plan is 85%. His MIP performance goals will be adjusted to consider PST segment performance for the period after the Effective Date, and he will receive the equity awards described in the filing.
What additional equity award did Andrew Schiesl receive?
Following a market review by the Compensation Committee's independent consultant, Mr. Schiesl received an additional award of $112,500 in RSUs, $112,500 in stock options and $225,000 in PSUs. The award matches the form and grant mix of his annual equity grant and supplements his previously reported 2025 annual long-term incentive award.
When will the actual number of awards be determined, and how do they vest?
The actual number of RSUs and stock options, the target number of PSUs and the option exercise price will be calculated on the grant date, August 6, 2025. RSUs and options vest 25% per year over the first four anniversaries of the grant date. PSUs vest based on performance over January 1, 2025 through December 31, 2027.
Will these equity grant levels continue in future years?
The Compensation Committee expects to incorporate the respective values of these equity awards into Mr. Weatherred's and Mr. Schiesl's annual grants in future award cycles, for as long as each retains his current position.
04—Continue