01—Abstract
Summary
Summary of the 8-K filed December 17, 2025. Cited figures are marked; the original filing is the authoritative source.
Ingersoll Rand Inc. (NYSE: IR) filed a Form 8-K on December 17, 2025 reporting two items: a board appointment under Item 5.02 and a press release furnished under Item 7.01.
The Board increased its size to ten directors and appointed Jerome Guillen as a director, effective January 1, 2026, to serve until the 2026 Annual Meeting of Stockholders. The Board also appointed him to the Compensation Committee and the Sustainability Committee, and determined he is independent under New York Stock Exchange listing standards and the Company's Corporate Governance Guidelines. He will be compensated under the Company's non-employee director compensation policy, as described in the 2025 proxy statement filed April 25, 2025.
According to the filing, Mr. Guillen spent more than two decades in leadership roles in the automotive and transportation industries, most recently as a president at Tesla, Inc. He also previously held leadership roles at Daimler AG and McKinsey & Company, and serves on the board of Vale Base Metals. The company's chairman and CEO, Vicente Reynal, said his experience in transformative projects and innovation will support the company's commitment to sustainable organic growth. The filing contains no financial results, guidance, or other quantitative information.
02—Key points
Key Highlights
- Board expanded to ten directors with the appointment of Jerome Guillen, effective January 1, 2026
- Guillen joins the Compensation Committee and the Sustainability Committee upon becoming a director
- Board determined Guillen is independent under NYSE listing standards and the Company's Corporate Governance Guidelines
- Guillen's background includes most recently serving as a president at Tesla, Inc., plus prior roles at Daimler AG and McKinsey & Company
- Guillen will receive non-employee director compensation under the Company's existing policy, as described in the 2025 proxy statement
- Press release announcing the appointment was furnished as Exhibit 99.1 under Item 7.01 and is not deemed filed for Section 18 purposes
03—Questions
Frequently Asked Questions
When does Jerome Guillen's board service begin?
His appointment as a director is effective January 1, 2026, and he will serve until the Company's 2026 Annual Meeting of Stockholders or until his successor is elected and qualified, or earlier death, resignation, retirement, disqualification or removal.
Which board committees will Guillen serve on?
The Board appointed him as a member of the Compensation Committee and the Sustainability Committee, effective upon becoming a director.
Is Guillen considered independent?
Yes. The Board determined that he qualifies as an independent director for Board and committee service under, among other items, the New York Stock Exchange listing standards and the Company's Corporate Governance Guidelines.
How will Guillen be compensated?
As a non-employee director, he will be compensated under the Company's compensation policy for non-employee directors, as described in the proxy statement for the 2025 Annual Meeting filed April 25, 2025.
Does Guillen have any related-party transactions or selection arrangements?
The filing states he has no arrangements or understandings with any other person under which he was selected as a director and is not a party to any transaction requiring disclosure under Item 404(a) of Regulation S-K.
04—Continue