01—Abstract
Summary
Summary of the 8-K filed October 30, 2026. Cited figures are marked; the original filing is the authoritative source.
On October 27, 2026, Michael Weatherred, Senior Vice President of the Precision and Science Technologies ("PST") Segment and Demand Generation and Execution ("DGX") of Ingersoll Rand Inc., notified the company of his retirement, effective immediately.
He agreed to serve in an advisory role through May 2028. The company simultaneously announced internal promotions: Scott Watson as senior vice president and group president, Industrial Technologies and Services North America and EMEIA, and Shaun Carlson as senior vice president and group president, PST, both effective October 27, 2026, and both reporting to Chairman and CEO Vicente Reynal. The Compensation Committee approved a new performance-based leadership equity award and an amended and restated employment agreement for Mr. Reynal, effective October 27, 2026.
The award includes 226,098 performance stock units, valued at approximately $17.1 milliona based on the closing stock price on the effective date of the employment agreement, with a grant expected on November 23, 2026. PSUs vest based on five-year compounded annual growth in Adjusted EPS over January 1, 2027 to December 31, 2031, with 50% vesting at 8% CAGR and 100% at 10% CAGR, subject to a ROIC modifier of up to plus or minus 10%. The award also includes performance-conditioned stock options of 50,000 to 100,000 shares per fiscal year for 2027 through 2031, based on Adjusted EPS growth of 9% to 10% or more.
The employment agreement extends the initial term to February 29, 2032, raises annual base salary from $1,100,000 to $1,200,000,b and keeps the target bonus at 150% of base salary. Severance terms were modified to include a prorated annual bonus, and, within a window from six months before to two years after a change in control, severance equals 1.5x base salary with 18 months of grossed-up COBRA premium payments. Mr. Reynal may make personal use of the leased aircraft up to $400,000 in aggregate incremental costs per year.
02—Key points
Key Highlights
- Michael Weatherred, SVP of the PST Segment and DGX, retired effective October 27, 2026, and will serve in an advisory role through May 2028.
- Scott Watson was named SVP and group president, Industrial Technologies and Services North America and EMEIA, and Shaun Carlson was named SVP and group president, PST, both internal promotions effective October 27, 2026.
- The new performance-based award to CEO Vicente Reynal includes 226,098 PSUs, valued at approximately $17.1 million, vesting on five-year Adjusted EPS CAGR from 2027 to 2031 (50% at 8%, 100% at 10%).
- A ROIC modifier can adjust vested PSUs by up to plus or minus 10%, based on annual ROIC results across fiscal years 2027 to 2031.
- Performance-conditioned stock options of 50,000 to 100,000 shares per fiscal year are available for 2027 through 2031, tied to Adjusted EPS growth of 9% to 10% or more.
- Mr. Reynal's base salary increases from $1,100,000 to $1,200,000, his initial term is extended to February 29, 2032, and his target bonus remains at 150% of base salary.
- Severance terms were enhanced, including a prorated annual bonus and, around a change in control, 1.5x base salary plus 18 months of grossed-up COBRA premiums.
03—Questions
Frequently Asked Questions
Who is replacing Michael Weatherred?
Scott Watson was named SVP and group president, Industrial Technologies and Services North America and EMEIA, and Shaun Carlson was named SVP and group president, PST, both effective October 27, 2026. Both will report to Chairman and CEO Vicente Reynal.
What performance conditions apply to the CEO's new PSU award?
The PSUs vest based on five-year Adjusted EPS CAGR from January 1, 2027 to December 31, 2031. 50% vests at an 8% CAGR and 100% at a 10% CAGR, with linear interpolation between these levels. A ROIC modifier can adjust the result by up to plus or minus 10%.
How is Mr. Reynal's compensation changing?
His annual base salary rises from $1,100,000 to $1,200,000, and his target bonus stays at 150% of base salary. He is also eligible for performance-conditioned stock options, and his initial term is extended to February 29, 2032.
What happens to the CEO's awards if there is a change in control?
If the PSUs are not assumed, 100% vest at closing of the change in control. If they are assumed, vesting occurs at the end of the performance period or upon a qualifying termination, death, or permanent disability. Stock options vest in full if not assumed, and if assumed, they fully vest upon a qualifying termination during the two years after the change in control.
What is the estimated value of the new CEO award?
The 226,098 PSUs are valued at approximately $17.1 million based on the Company's closing stock price on the effective date of the employment agreement. The grant is expected on November 23, 2026.
04—Continue