UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐			Preliminary Proxy Statement
☐			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e) (2))
☒			Definitive Proxy Statement
☐			Definitive Additional Materials
☐			Soliciting Material Pursuant to §240.14a-12

INGERSOLL RAND INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒			No fee required
☐			Fee paid previously with preliminary materials
☐			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i) (1) and 0-11

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525 Harbour Place Drive, Suite 600

Davidson, North Carolina 28036

April 28, 2023

Dear Stockholders:

You are cordially invited to attend the 2023 Annual Meeting of Stockholders of Ingersoll Rand Inc. (the “Annual Meeting”) to be held on Thursday, June 15, 2023 at 10:30 a.m., Eastern Time. The Annual Meeting will be held in a virtual meeting format only and will be conducted via live audio webcast. You will be able to attend the Annual Meeting, vote your shares electronically and submit your questions during the meeting via live audio webcast by visiting www.virtualshareholdermeeting.com/IR2023. To participate in the meeting, you must have your sixteen-digit control number that is shown on your Notice of Internet Availability of Proxy Materials or on your proxy card if you elected to receive proxy materials by mail. You will not be able to attend the Annual Meeting in person.

Please submit your proxy to have your shares voted promptly, whether or not you plan to attend the Annual Meeting. You may submit your proxy over the Internet, as well as by telephone or by mail. Please review the instructions on the proxy or voting instruction card regarding each of these voting options.

As permitted by the rules of the Securities and Exchange Commission, we are also pleased to be furnishing our proxy materials to stockholders primarily over the Internet. We believe this process expedites stockholders’ receipt of the materials, lowers the costs of the Annual Meeting and conserves natural resources. We sent a Notice of Internet Availability of Proxy Materials on or about April 28, 2023, to our stockholders of record at the close of business on April 20, 2023. The notice contains instructions on how to access our Proxy Statement and 2022 Annual Report and vote online. If you would like to receive a printed copy of our proxy materials from us instead of downloading a printable version from the Internet, please follow the instructions for requesting such materials included in the notice.

Thank you for your continued support of Ingersoll Rand Inc.

Sincerely,

Vicente Reynal

Chief Executive Officer, President and Chairman of the Board of Directors

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NOTICE OF 2023 ANNUAL MEETING OF STOCKHOLDERS OF INGERSOLL RAND INC.

Date			Thursday, June 15, 2023
Time			10:30 a.m. Eastern Time
Virtual Meeting Information			You can attend the Annual Meeting online, vote your shares electronically and submit your questions during the Annual Meeting, by visiting www.virtualshareholdermeeting.com/IR2023. You will need to have your 16-Digit Control Number included on your Notice or your proxy card (if you received a printed copy of the proxy materials) to join the Annual Meeting.
Record date/Stockholder List			April 20, 2023. Only stockholders of record at the close of business on April 20, 2023, are entitled to notice of, and to vote at, the Annual Meeting. Each stockholder of record is entitled to one vote for each share of common stock held at that time. A list of these stockholders will be open for examination by any stockholder for any purpose germane to the Annual Meeting during the 2023 Annual Meeting, at www.virtualshareholdermeeting.com/IR2023 when you enter your 16-Digit Control Number and such list will be available during business hours at the Company’s corporate headquarters for the ten days preceding the Annual Meeting.
Items of business			(1) Election of the ten directors named in this Proxy Statement and nominated by our board of directors to serve until the 2024 Annual Meeting of Stockholders or until their respective successors are duly elected and qualified.
			(2) Ratification of appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2023.
			(3) Non-binding vote to approve executive compensation.
			(4) Non-binding vote on the frequency of future votes to approve executive compensation.
			(5) To transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.

You have three options for submitting your proxy before the Annual Meeting to have your shares voted at the Annual Meeting:

•	Internet, through computer or mobile device such as a tablet or smartphone;

•	Telephone; or

•

Mail.

Please submit your proxy as soon as possible to record your vote promptly, even if you plan to attend the Annual Meeting via the Internet.

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Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be Held on Thursday, June 15, 2023: The Proxy Statement and 2022 Annual Report to Stockholders, which includes the Annual Report on Form 10-K for the year ended December 31, 2022, are available at www.proxyvote.com. In addition, a list of the stockholders entitled to vote at the Annual Meeting will be open for examination electronically by any stockholder for any purpose germane to the Annual Meeting electronically during the 2023 Annual Meeting, at www.virtualshareholdermeeting.com/IR2023 when you enter your 16-Digit Control Number.

By Order of the Board of Directors,

Andrew Schiesl

Corporate Secretary

April 28, 2023

Davidson, North Carolina

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			Page
General Information			1
Proposal No. 1- Election of Directors			6
Director Biographies and Qualifications			7
The Board of Directors and Certain Governance Matters			11
Governance Enhancements			11
Communications with the Board			11
Director Independence and Independence Determinations			12
Annual Independent Board Assessment			12
Incumbent Director Qualifications			12
Board Leadership Structure			12
Board Committees and Meetings			13
Audit Committee			13
Compensation Committee			14
Nominating and Corporate Governance Committee			15
Sustainability Committee			16
Oversight of Risk Management			16
Executive Sessions			17
Diversity and Sustainability			17
Committee Charters and Corporate Governance Guidelines			19
Code of Conduct			20
Anti-Hedging Policy			20
Director Nomination Process			20
Executive Officers of the Company			22
Proposal No. 2-Ratification of Independent Registered Public Accounting Firm			25
Audit and Non-Audit Fees			25
Report of the Audit Committee			27
Proposal No. 3—Non-Binding Vote to Approve Executive Compensation			28
Proposal No. 4— Non-Binding Vote on the Frequency of Future Votes to Approve Executive Compensation			29
Report of the Compensation Committee			30
Executive Compensation			31
Compensation Discussion and Analysis			31
Executive Summary			31
2022 Business Highlights			31
Performance-Based Leadership Equity Incentive Award & New CEO Employment Agreement			33
Components of Performance-Based Award			34
What Guides Our Program			35
Compensation Governance Practices and Policies			36
2022 Executive Compensation Program in Detail			37
Base Salary			37
Annual Cash Bonus Opportunity			37
Long-Term Equity Incentive Awards			40
The Decision-Making Process			42
Other Compensation Practices and Policies that Align Our NEOs to Our Stockholders			43
Stock Ownership and Retention Policy			43
Hedging and Pledging Policies			44
Incentive Compensation Clawback Policy			44
Other Benefits			44
Severance and Change in Control Agreements			45
Risk Management and Mitigation of Compensation Policies and Practices			45

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			Page
Employment Agreements			45
Summary Compensation Table			46
Grants of Plan-Based Awards in 2022			47
Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards in 2022			47
Summary of NEO Offer Letters and Employment Agreements			47
Outstanding Equity Awards at 2022 Fiscal Year End			49
Option Exercises and Stock Vested in 2022			50
Pension Benefits – Fiscal 2022			51
Non-Qualified Deferred Compensation – Fiscal 2022			51
Potential Payments to Named Executive Officers upon Termination of Employment or Change in Control			52
Severance Arrangements and Restrictive Covenants			53
Treatment of Outstanding Equity Awards in the Event of Termination of Employment or Change in Control			53
Director Compensation in Fiscal 2022			56
Description of Director Compensation			56
Compensation Committee Interlocks and Insider Participation			57
CEO Pay Ratio			57
Pay vs. Performance (“PvP”) Disclosure			59
Ownership of Securities			61
Delinquent Section 16(a) Reports			62
Transactions with Related Persons			63
Stockholder Proposals for the 2024 Annual Meeting			64
Householding of Proxy Materials			64
Other Business			65
Annex A: Reconciliation of GAAP Measures to Non-GAAP Measures			A-1

Web links throughout this document are provided for convenience only, and the content on the referenced websites does not constitute a part of this Proxy Statement.

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525 Harbour Place Drive, Suite 600

Davidson, North Carolina 28036

PROXY STATEMENT

FOR ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON JUNE 15, 2023

GENERAL INFORMATION

Why am I being provided with these materials?

We first sent a Notice of Internet Availability of Proxy Materials and made these proxy materials available to you via the Internet on or about April 28, 2023 or, upon your request, have delivered printed versions of these proxy materials to you by mail in connection with the solicitation by the Board of Directors (the “Board” or “Board of Directors”) of Ingersoll Rand Inc. (the “Company” or “Ingersoll Rand”) of proxies to be voted at our Annual Meeting of Stockholders to be held on June 15, 2023 (“Annual Meeting”), and at any postponements or adjournments of the Annual Meeting. Directors, officers and other Company employees also may solicit proxies by telephone or otherwise. Brokers and other nominees will be requested to solicit proxies or authorizations from beneficial owners and will be reimbursed for their reasonable expenses. The Annual Meeting will be a virtual meeting of stockholders. You will be able to attend the Annual Meeting, vote your shares electronically and submit your questions during the meeting via live audio webcast by visiting www.virtualshareholdermeeting.com/IR2023. To participate in the meeting, you must have your 16-Digit Control Number included in the Notice, or if you received a printed copy of the proxy materials, in your proxy card or the instructions that accompanied your proxy materials. You will not be able to attend the Annual Meeting in person.

What am I voting on?

There are four proposals scheduled to be voted on at the Annual Meeting:

•	Proposal No. 1: The election of ten director nominees listed herein (the “Director Election Proposal”).

•	Proposal No. 2: Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2023 (the “Ratification Proposal”).

•	Proposal No. 3: Approval, in a non-binding advisory vote, of the compensation paid to the named executive officers (the “Say on Pay Proposal”).

•	Proposal No. 4: Determination, in a non-binding advisory vote, of the frequency of future non-binding votes to approve the compensation paid to the named executive officers (the “Say on Frequency Proposal”).

Who is entitled to vote?

Stockholders as of the close of business on April 20, 2023 (the “Record Date”) may vote at the Annual Meeting. As of that date, there were 404,677,854 shares of common stock outstanding. You have one vote for each share of common stock held by you as of the Record Date, including shares:

•	Held directly in your name as “stockholder of record” (also referred to as “registered stockholder”);

•	Held for you in an account with a broker, bank or other nominee (shares held in “street name”). Street name holders generally cannot vote their shares directly and instead must instruct the brokerage firm, bank or nominee how to vote their shares; and

•	Held for you by us as restricted shares (whether vested or non-vested) under any of our stock incentive plans.

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What constitutes a quorum?

The holders of record of a majority of the voting power of the issued and outstanding shares of capital stock entitled to vote at the Annual Meeting must be present in person or represented by proxy to constitute a quorum for the Annual Meeting. Abstentions are counted as present and entitled to vote for purposes of determining a quorum. Shares represented by “broker non-votes” that are present and entitled to vote at the Annual Meeting also are counted for purposes of determining a quorum. However, as described below under “How are votes counted?”, if you hold your shares in street name and do not provide voting instructions to your broker, your shares will not be voted on any proposal on which your broker does not have discretionary authority to vote (a “broker non-vote”).

What is a “broker non-vote”?

A broker non-vote occurs when shares held by a broker are not voted with respect to a proposal because (1) the broker has not received voting instructions from the stockholder who beneficially owns the shares, (2) the broker lacks the authority to vote the shares at his/her discretion and (3) there is at least one other proposal on the ballot with respect to which the broker has authority to vote the shares at his/her discretion. Under current New York Stock Exchange interpretations that govern broker non-votes, the Director Election Proposal, Say on Pay Proposal and Say on Frequency Proposal are considered non-discretionary matters and a broker will lack the authority to vote shares at his/her discretion on such proposals. The Ratification Proposal, however, is considered a discretionary or “routine” matter and therefore, a broker may exercise his/her discretion to vote for or against that proposal in the absence of your instructions.

How many votes are required to approve each proposal?

With respect to the Director Election Proposal, each director nominee is elected at the Annual Meeting by a “majority vote” standard in uncontested elections, which means that for each of the director nominees, the number of shares voted “FOR” must exceed the total number of shares voted “AGAINST” such nominee for director in order to be elected (with “abstentions” and “broker non-votes” not counted as votes cast either “FOR” or “AGAINST” that director’s election). There is no cumulative voting. Any incumbent director nominee who fails to receive a majority of the votes cast in an uncontested election shall offer to tender his or her resignation to the Board in accordance with the policies and procedures adopted by the Board from time to time. In accordance with such policies and procedures, the Nominating and Corporate Governance Committee, or such other committee designated by the Board, will make a recommendation to the Board on whether to accept or reject such resignation, or whether other action should be taken, and the Board will act taking into account the Nominating and Corporate Governance Committee’s or such other committee’s recommendation and publicly disclose its decision within ninety (90) days from the date of the certification of the election results.

With respect to the Ratification Proposal and Say on Pay Proposal, approval requires the affirmative vote of the holders of a majority of the voting power of the shares of stock present in person or represented by proxy and entitled to vote on the proposal, which means that the number of shares voted “FOR” such proposals must exceed the total number of shares voted “AGAINST” or “ABSTAIN” at the Annual Meeting. While these proposals are advisory in nature and non-binding, the Board will review the voting results and will consider the results of the Say on Pay vote when making future decisions regarding executive compensation.

With respect to the Say on Frequency Proposal, you may vote every “ONE YEAR,” “TWO YEARS,” “THREE YEARS” or “ABSTAIN.” The frequency that receives the affirmative vote of the holders of a majority of the voting power of the shares of stock present in person or represented by proxy and entitled to vote on the proposal will be deemed the preferred frequency (which means that the number of shares voted “FOR” such proposal must exceed the total number of shares voted “AGAINST” or “ABSTAIN” at the Annual Meeting), provided, in the event that no option receives such a majority of the votes, the option that receives the highest number of votes cast by stockholders will be deemed the frequency preferred by stockholders for future advisory votes on named executive officer compensation and the Board will consider the results in selecting the frequency of future advisory votes on named executive officer compensation.

How are votes counted?

With respect to the Director Election Proposal, you may vote “FOR,” “AGAINST” or “ABSTAIN” with respect to each nominee. Abstentions and broker non-votes will have no effect on the outcome of the Director Election Proposal.

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With respect to the Ratification Proposal, you may vote “FOR,” “AGAINST” or “ABSTAIN.” Abstentions will be counted as a vote “AGAINST” the Ratification Proposal. There are no broker non-votes with respect to the Ratification Proposal as brokers are permitted to exercise discretion to vote uninstructed shares on this proposal.

With respect to the Say on Pay Proposal, you may vote “FOR,” “AGAINST” or “ABSTAIN.” Abstentions will be counted as a vote “AGAINST” the Say on Pay Proposal and broker non-votes will have no effect on the outcome of the Say on Pay Proposal.

With respect to the Say on Frequency Proposal, you may vote every “ONE YEAR,” “TWO YEARS,” “THREE YEARS” or “ABSTAIN.” Abstentions will be counted as a vote “AGAINST” the Say on Frequency Proposal and broker non-votes will have no effect on the outcome of the Say on Frequency Proposal. However, if no alternative receives the affirmative vote of the holders of a majority of the voting power of the shares of stock present in person or represented by proxy and entitled to vote on the proposal, the frequency that receives the highest number of votes cast by stockholders will be deemed the frequency preferred by stockholders for future advisory votes on named executive officer compensation.

If you just sign and submit your proxy card without voting instructions, your shares will be voted “FOR” each director nominee listed herein and “FOR” the Ratification and Say on Pay Proposals and for every “ONE YEAR” with respect to the Say on Frequency Proposal, as recommended by the Board and in accordance with the discretion of the holders of the proxy with respect to any other matters that may be voted upon.

Who will count the vote?

Representatives of Broadridge Financial Solutions, Inc. will tabulate the votes, and representatives of Carl Hagberg & Associates will act as inspectors of election.

How does the Board recommend that I vote?

Our Board recommends that you vote your shares:

•	“FOR” each of the nominees to the Board set forth in the Director Election Proposal.

•	“FOR” the Ratification Proposal.

•	“FOR” the Say on Pay Proposal.

•	“FOR” “ONE YEAR” with respect to the Say on Frequency Proposal.

How can I attend and vote at the virtual Annual Meeting?

Any stockholder can attend the Annual Meeting live online at www.virtualshareholdermeeting.com/IR2023. If you were a stockholder as of the Record Date, you can vote electronically if you attend the Annual Meeting via the Internet. A summary of the information you need to attend the Annual Meeting via the Internet is provided below:

•	Instructions on how to attend and participate via the Internet, including how to demonstrate proof of stock ownership, are posted at www.virtualshareholdermeeting.com/IR2023;

•	Assistance with questions regarding how to attend and participate via the Internet will be provided at www.virtualshareholdermeeting.com/IR2023 on the day of the Annual Meeting;

•	Technical support and assistance will be provided at www.virtualshareholdermeeting.com/IR2023 on the day of the Annual Meeting and during the Annual Meeting;

•	Stockholders may vote and submit questions while attending the Annual Meeting via the Internet; and

•	You will need your 16-Digit Control Number to enter the Annual Meeting.

Will I be able to participate in the virtual Annual Meeting on the same basis I would be able to participate in a live annual meeting?

The Annual Meeting will be held in a virtual meeting format only and will be conducted via live audio webcast. The online meeting format for the Annual Meeting will enable full and equal participation by all our stockholders from any place in the world at little to no cost.

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We designed the format of the virtual Annual Meeting to ensure that our stockholders who attend our Annual Meeting will be afforded the same rights and opportunities to participate as they would at an in-person meeting and to enhance stockholder access, participation and communication through online tools. We will take the following steps to ensure such an experience:

•	Providing stockholders with the ability to submit appropriate questions real-time via the meeting website, limiting questions to one per stockholder unless time otherwise permits; and

•	Answering as many questions submitted in accordance with the meeting rules of conduct as possible in the time allotted for the meeting without discrimination.

How can I vote my shares without attending the Annual Meeting?

If you are a stockholder of record, you may have your shares voted by granting a proxy. Specifically, you may submit your proxy:

•	By Internet-If you have Internet access, you may submit your proxy by going to www.proxyvote.com and by following the instructions on how to complete an electronic proxy card. You will need the 16-Digit Control Number included on your Notice or your proxy card in order to vote by Internet.

•	By Telephone-If you have access to a touch-tone telephone, you may submit your proxy by dialing 1-800-690-6903 and by following the recorded instructions. You will need the 16-Digit Control Number included on your Notice or your proxy card in order to vote by telephone.

•

By Mail-You may submit your proxy by mail by requesting a proxy card from us, indicating your vote by completing, signing and dating the card where indicated and by mailing or otherwise returning the card in the envelope that will be provided to you. You should sign your name exactly as it appears on the proxy card. If you are signing in a representative capacity (for example, as guardian, executor, trustee, custodian, attorney or officer of a corporation), indicate your name and title or capacity.

If you hold your shares in street name, you may also submit voting instructions to your broker, bank or other nominee. In most instances, you will be able to do this over the Internet, by telephone or by mail. Please refer to information from your bank, broker, or other nominee on how to submit voting instructions.

Internet and telephone voting facilities will close at 11:59 p.m., Eastern Time on June 14, 2023 for the voting of shares held by stockholders of record or held in street name.

Mailed proxy cards with respect to shares held of record or in street name must be received no later than June 14, 2023.

How can I vote the shares I hold through an employee savings plan?

If you participate in the Ingersoll Rand Retirement Savings Plan, you may give voting instructions to the plan trustee with respect to the shares of our common stock that are associated with your plan account by completing the voting instruction card or email notice you receive. The plan trustee will follow your voting instructions unless it determines that to do so would be contrary to law. If you do not provide voting instructions, the plan trustee will act in accordance with the employee benefit plan documents. In general, the plan documents specify that the trustee will vote the shares for which it does not receive instructions in the same proportion that it votes shares for which it received timely instructions, unless it determines that to do so would be contrary to law.

You may revoke previously given instructions by following the instructions provided by the trustee.

The deadline to submit your instructions to the trustee if you hold shares through the Ingersoll Rand Retirement Savings Plan is 11:59 p.m., Eastern Time on June 12, 2023.

What does it mean if I receive more than one Notice on or about the same time?

It generally means you hold shares registered in more than one account. To ensure that all your shares are voted, please sign and return each proxy card or, if you vote by Internet or telephone, vote once for each Notice you receive.

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May I change my vote or revoke my proxy?

You may change your vote and revoke your proxy at any time prior to the vote at the Annual Meeting. If you are the stockholder of record, you may change your vote by granting a new proxy bearing a later date (which automatically revokes the earlier proxy) using any of the methods described above (and until the applicable deadline for each method), by providing a written notice of revocation to the Company’s Corporate Secretary at Ingersoll Rand Inc., 525 Harbour Place Drive, Suite 600, Davidson, North Carolina 28036 prior to your shares being voted, or by attending the Annual Meeting via the Internet and voting. Attendance at the meeting via the Internet will not cause your previously granted proxy to be revoked unless you specifically so request. For shares you hold beneficially in street name, you may change your vote by submitting new voting instructions to your broker, trustee or nominee following the instructions it has provided.

Could other matters be decided at the Annual Meeting?

At the date this Proxy Statement went to press, we did not know of any matters to be raised at the Annual Meeting other than those referred to in this Proxy Statement.

If other matters are properly presented at the Annual Meeting for consideration and you are a stockholder of record and have submitted a proxy card, the persons named in your proxy card will have the discretion to vote on those matters for you.

Who will pay for the cost of this proxy solicitation?

We will pay the cost of soliciting proxies. Proxies may be solicited on our behalf by directors, officers or employees (for no additional compensation) in person or by telephone, electronic transmission and facsimile transmission. Brokers and other nominees will be requested to solicit proxies or authorizations from beneficial owners and will be reimbursed for their reasonable expenses.

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PROPOSAL NO. 1- ELECTION OF DIRECTORS

Upon the recommendation of the Nominating and Corporate Governance Committee, the full Board of Directors has considered and nominated the following slate of nominees to stand for re-election for a one-year term expiring at the 2024 Annual Meeting of Stockholders or until his or her successor is duly elected and qualified:

Name	Age	Position
Vicente Reynal	48	Chief Executive Officer, President and Chairman of the Board of Directors
William P. Donnelly	61	Independent Lead Director
Kirk E. Arnold	63	Independent Director
Gary D. Forsee	73	Independent Director
Jennifer Hartsock	46	Independent Director
John Humphrey	57	Independent Director
Marc E. Jones	64	Independent Director
Mark Stevenson	60	Independent Director
Michael Stubblefield	51	Independent Director
Tony L. White	76	Independent Director

The biographies and qualifications of the ten director nominees in this Proposal No. 1 are set forth below under the heading “Director Biographies and Qualifications.”

YOUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE

ELECTION OF EACH OF THE DIRECTOR NOMINEES NAMED ABOVE.

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Director Biographies and Qualifications

The following information describes the offices held, other business directorships and the experiences, qualifications, attributes or skills that caused the Nominating and Corporate Governance Committee and the Board to determine that the director nominee should serve as a director. Beneficial ownership of equity securities of each director nominee is shown in the section titled “Ownership of Securities.”

Name			Principal Occupation and Other Information
Vicente Reynal			Vicente Reynal has served as our chief executive officer, president and member of our Board of Directors since January 2016. Mr. Reynal was appointed chairman of our Board of Directors in November 2021. Mr. Reynal is responsible for leading the Company and driving its overall growth and profitability as a global supplier of innovative and application-critical flow control products, services and solutions. Mr. Reynal joined Gardner Denver in May 2015 as the president of our Industrials segment. Before joining Gardner Denver, Mr. Reynal spent 11 years at Danaher Corporation, a designer and manufacturer of professional, medical, industrial and commercial products and services, where he served in a progression of senior leadership roles. Prior to joining Danaher, Mr. Reynal served in various operational and executive roles at Thermo Fisher Scientific and AlliedSignal Corp. (which merged with Honeywell, Inc. to become Honeywell International, Inc. in 1999). Mr. Reynal serves on the board of directors for American Airlines. In addition, My. Reynal serves on the board of Ownership Works and is an active advocate of broad-based shared ownership programs that make every employee an owner. Mr. Reynal holds a bachelor of science degree in Mechanical Engineering from Georgia Institute of Technology and master of science degrees in both mechanical engineering and technology & policy from Massachusetts Institute of Technology.

			Mr. Reynal has 25 years of experience in corporate strategy, new product development, general management processes and operations leadership with companies in the industrial, energy and medical industries.

William P. Donnelly			William P. Donnelly has been a member of our Board of Directors since May 2017 and was appointed Lead Director in November 2021. Mr. Donnelly joined Mettler-Toledo International Inc. in 1997 and from 2014 until his retirement in December, 2018, was its executive vice president responsible for finance, investor relations, supply chain and information technology. From 1997 to 2002 and from 2004 to 2014, Mr. Donnelly served as Mettler-Toledo’s chief financial officer. From 2002 to 2004, he served as division head of Mettler-Toledo’s product inspection and certain lab businesses. From 1993 to 1997, Mr. Donnelly served in various senior financial roles, including chief financial officer, of Elsag Bailey Process Automation, NV and prior to that, he was an auditor with PricewaterhouseCoopers LLP from 1983 to 1993. Mr. Donnelly received a bachelor of science in business administration from John Carroll University.

			Mr. Donnelly has many years of experience with publicly held company industrial and life science companies, including as chief financial officer and with leadership roles in strategy and operations.

Kirk E. Arnold			Kirk E. Arnold joined our Board of Directors upon completion of the Merger (as defined under “The Board of Directors and Certain Governance Matters―Merger”) in February 2020. She is currently an executive in residence at General Catalyst Ventures, where she works with management teams to help scale and drive growth by providing mentorship, operational and strategic support. She was previously chief executive officer of Data Intensity, a cloud based data, applications and analytics managed service provider from 2013 to 2017. Prior to that, Ms. Arnold was chief operating officer of Avid, a technology provider in the media industry, and chief executive officer and president of Keane, Inc., then a publicly traded global services provider. She has

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Name			Principal Occupation and Other Information
			also held senior leadership roles at Computer Sciences Corp., Fidelity Investments and IBM. In addition, she was founder and chief executive officer of NerveWire, a management consulting and systems integration provider. Ms. Arnold currently serves on the boards of directors of Trane Technologies and Thomson Reuters, and formerly served on the board of directors of EnerNoc, Inc. Ms. Arnold received a bachelor’s degree from Dartmouth College.

			Ms. Arnold has extensive management experience with various publicly held companies, including as a CEO and chief operating officer, and also has significant experience as a board member of a number of public and private companies.

Gary D. Forsee			Gary D. Forsee joined our Board of Directors upon completion of the Merger in February 2020. He served as president of the four-campus University of Missouri System from 2008 to 2011. He previously served as chairman of the board (from 2006 to 2007) and chief executive officer (from 2005 to 2007) of Sprint Nextel Corporation, and chairman of the board and chief executive officer of Sprint Corporation, a global telecommunications company located in Kansas City, Missouri, from 2003 to 2005. Mr. Forsee currently serves on the board of directors of Trane Technologies. Mr. Forsee previously served on the boards of Evergy, Inc., an investor-owned utility providing energy to customers in Kansas and Missouri, Great Plains Energy and KCP&L, which merged with Westar Energy to form Evergy, Inc., and DST Systems, Inc., an IT service management company. Mr. Forsee received his bachelor of science in engineering and an honorary engineering and doctorate from the Missouri University of Science and Technology (f/k/a University of Missouri-Rolla).

			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.

Jennifer Hartsock			Jennifer Hartsock joined our Board of Directors in January 2023. Ms. Hartsock is an industry-recognized digital executive with international experience and proven success leading global technology organizations. She currently serves as the chief information and digital officer at Cargill, Inc., a privately held American corporation that provides products, services and insights to food, agriculture, financial and industrial customers in more than 125 countries. Ms. Hartsock manages the company’s global technology portfolio, which includes developing and executing technology, digital and data strategies to enable Cargill’s key growth priorities. Prior to joining Cargill, Ms. Hartsock served as chief information officer of Baker Hughes. While there, she also led the Digital Technology team that was responsible for delivering digital connectivity of devices and other technologies to enable connected customer solutions. Earlier in her career, she served as chief information officer at Cameron International and spent 17 years with Caterpillar Inc., during which she served as group chief information officer for its Construction Industries segment. Ms. Hartsock holds a bachelor’s degree in applied computer science from Illinois State University.

			Ms. Hartsock’s digital transformation leadership closely aligns with our focus on expanding our product and service innovation in the areas of digitization and IIoT and her deep understanding of global manufacturing and broad industrial technology experience supports our expansion into sustainable end markets and growth through strategic acquisitions.

John Humphrey			John Humphrey has been a member of our Board of Directors since February 2018. In 2017, Mr. Humphrey retired from Roper Technologies, a company that designs and develops software and engineered products and solutions for healthcare, transportation,

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Name			Principal Occupation and Other Information
			food, energy, water, education and other niche markets worldwide. At Roper, he served from 2011 to 2017, as executive vice president and chief financial officer, and from 2006 to 2011, as vice president and chief financial officer. Prior to joining Roper, Mr. Humphrey spent 12 years with Honeywell International, Inc. and its predecessor company, AlliedSignal, in a variety of financial leadership positions. Mr. Humphrey’s earlier career included six years with Detroit Diesel Corporation, a manufacturer of heavy-duty engines, in a variety of engineering and manufacturing management positions. He is a member of the board of directors of EnPro Industries, Inc. and O-I Glass, Inc. Mr. Humphrey received a bachelor of science degree in industrial engineering from Purdue University and an master of business administration from the University of Michigan.

			Mr. Humphrey has many years of experience at manufacturing companies, including experience as the chief financial officer and board member of a publicly held company.

Marc E. Jones			Marc E. Jones has been a member of our Board of Directors since December 2018. He has served as the chairman, president and chief executive officer of Aeris Communications, Inc., a provider of machine to machine and Internet of Things communications services, since 2008, and as the chairman of Aeris since 2005. Mr. Jones also served as chairman of Visionael Corporation, a network service business software and service provider, from 2004 to 2009 and as president and chief executive officer of Visionael from 1998 to 2004. Prior to joining Visionael, Mr. Jones served as president and chief operating officer of Madge Networks, a supplier of networking hardware, from 1993 to 1997; senior vice president, Integrated System Products at Chips and Technologies, Inc., one of the first fabless semiconductor companies, from 1988 to 1992; and senior vice president, corporate finance at LF Rothschild Unterberg Towbin & Co., a merchant and investment banking firm, from 1986 to 1987. Mr. Jones currently serves on the board of trustees of Stanford University and as the chair of the board of Stanford Healthcare. In addition, he serves on the board of directors of CDW Corporation. Mr. Jones holds both a bachelor of arts in political science and a juris doctor from Stanford University.

			Mr. Jones has held senior leadership roles, including chief executive officer, at several technology companies and also has experience in senior financial leadership roles and a background in law.

Mark Stevenson			Mark Stevenson joined our Board of Directors in July 2022. Mr. Stevenson currently serves as senior advisor for General Atlantic, a leading global growth equity firm. He is the former executive vice president and chief operating officer of Thermo Fisher Scientific Inc., a Fortune 100 company and world leader in serving science through its life science solutions, analytical instruments, specialty diagnostics and laboratory products and biopharma services. He held this role from 2017 until his retirement in 2022. He joined the company in 2014 as executive vice president and president of Life Sciences Solutions through the acquisition of Life Technologies. Mr. Stevenson previously served as president and chief operating officer of Life Technologies, and president and chief operating officer of Applied Biosystems prior to its merger with Invitrogen Corporation in 2008. He has an MBA from Henley Management College, United Kingdom, and a bachelor’s degree in chemistry from the University of Reading, United Kingdom.

			Mr. Stevenson’s experience in leading a growth compounder in sustainable end markets such as life sciences and medical aligns closely with our long-term vision, and his experience with machine learning systems supports our innovation in the areas of digitalization and IIoT.

Michael Stubblefield			Michael Stubblefield joined our Board of Directors in July 2022. Mr. Stubblefield currently serves as the president and chief executive officer and Board member of Avantor, Inc., a

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Name			Principal Occupation and Other Information
			Fortune 500 company and leading global provider of mission-critical products and services to customers in the biopharma, healthcare, education and government, and advanced technologies and applied materials industries. Prior to becoming CEO of Avantor in 2014, Mr. Stubblefield served as a senior expert in the Chemicals Practice for McKinsey & Company. Before joining McKinsey, he held various leadership roles at Celanese Corporation, including vice president and general manager, advanced engineered materials and chief marketing officer. Mr. Stubblefield earned an MBA from Texas A&M University-Corpus Christi and a bachelor’s degree in chemical engineering from the University of Utah.

			Mr. Stubblefield’s prior experience with new product innovation, organic growth and strategic M&A, three critical focus areas for us, supports our strategic objectives.

Tony L. White			Tony L. White joined our Board of Directors upon completion of the Merger in February 2020. He served as chairman of the board, president and chief executive officer of Applied Biosystems, Inc. (formerly Applera Corporation), a developer, manufacturer and marketer of life science systems and genomic information products, from September 1995 until his retirement in November 2007. Mr. White currently serves on the board of directors of Trane Technologies and formerly served on the board of directors of CVS Health Corp. and C.R. Bard, Inc., a company that designs, manufactures and sells medical, diagnostic and patient care devices. Mr. White received a bachelor of arts degree from Western Carolina University.

			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.

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THE BOARD OF DIRECTORS AND CERTAIN GOVERNANCE MATTERS

Our Board manages or directs the business and affairs of the Company, as provided by Delaware law, and conducts its business through meetings of the Board and four standing committees: the Audit Committee, the Compensation Committee, the Nominating and Corporate Governance Committee and the Sustainability Committee.

Our Board evaluates the Company’s corporate governance policies on an ongoing basis with a view towards maintaining the best corporate governance practices in the context of the Company’s current business environment and aligning our governance practices closely with the interests of our stockholders.

Governance Enhancements

Since the completion of the merger of Gardner Denver Holdings, Inc. (“Gardner Denver”) with Ingersoll-Rand plc’s Industrials business segment in an all-stock, Reverse Morris Trust transaction (the “Merger”) in February 2020, we proactively worked to implement corporate governance enhancements. In order to better align our corporate governance with best practices and expand the rights of our stockholders, we adopted various governance reforms subsequent to the Merger.

Following stockholder approval, we declassified our Board, implemented a majority voting standard in the election of directors, and replaced the supermajority voting requirements in our Certificate of Incorporation and Bylaws with a majority voting standard. We believe these changes provide our stockholders with a more meaningful voice in various corporate matters.

Additionally, the Board recently approved revisions to the Company’s Corporate Governance Guidelines creating a role of Lead Director of the Board in the event that the Chair of the Board is not an independent director. The Lead Director is elected by a plurality vote of the independent directors, or via unanimous vote of the independent directors if via written consent action, and serves until the Board meeting immediately following the third anniversary of appointment, provided, however, the Board may extend such term by any length up to the fifth anniversary of the Board meeting immediately following the appointment. The creation of the Lead Director role reflects the Company’s continued commitment to enhanced corporate governance best practices. The duties and responsibilities of the Lead Director are set forth in the Company’s Corporate Governance Guidelines which is available on our website at www.irco.com under “Investors: Governance: Governance Documents & Charters: Corporate Governance Guidelines.”

Recognizing the importance of sustainability to our Company and to our world, we established a new Sustainability Committee of our Board in October, 2021, focused on overseeing and advising the Board on the Company’s sustainability strategies and initiatives, including reviewing the overall sustainability, corporate social responsibility, and diversity, equity and inclusion strategies, initiatives and goals. We felt that a separate committee focused on these critical topics provides greater oversight and attention than simply having these matters addressed by an existing Board committee.

Furthermore, although the Company is not required to hold its say on pay vote until 2024, as part of its governance review, the Board and Compensation Committee considered whether it was appropriate to maintain the Company’s current triennial say on pay vote or instead provide stockholders with an annual say on pay vote. Ultimately, the Board and Compensation Committee determined that holding an annual vote was beneficial in that it would provide more regular stockholder feedback on our executive compensation program and therefore accelerated the say on pay vote to this 2023 Annual Meeting, and is recommending an annual say on pay vote moving forward. Additionally, the Company accelerated the say on frequency vote to this 2023 Annual Meeting (rather than the 2024 annual meeting).

Our Board and management value the perspective of our stockholders and encourage stockholders to communicate with the Board as described under “―Communications with the Board” below.

Communications with the Board

As described in our Corporate Governance Guidelines, stockholders and other interested parties who wish to communicate with a member or members of the Board, including the chairperson of the Audit, Compensation, Sustainability or Nominating and Corporate Governance Committee or the non-management or independent directors as a group, may do so by addressing such communications or concerns to the Secretary of the Company, 525 Harbour Place Drive, Suite 600, Davidson, North Carolina 28036.

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Director Independence and Independence Determinations

Under our Corporate Governance Guidelines and New York Stock Exchange (“NYSE”) rules, a director is not independent unless the Board affirmatively determines that he or she does not have a direct or indirect material relationship with the Company or any of its subsidiaries.

Our Corporate Governance Guidelines define independence in accordance with the independence definition in the current NYSE corporate governance rules for listed companies. Our Corporate Governance Guidelines require our Board of Directors to review the independence of all directors at least annually.

In the event a director has a relationship with the Company that is relevant to his or her independence and is not addressed by the objective tests set forth in the NYSE independence definition, our Board of Directors will determine, considering all relevant facts and circumstances, whether such relationship is material.

Our Board of Directors has determined that each of Kirk E. Arnold, William P. Donnelly, Gary D. Forsee, Jennifer Hartsock, John Humphrey, Marc E. Jones, Mark Stevenson, Michael Stubblefield and Tony L. White is independent under the guidelines for director independence set forth in the Corporate Governance Guidelines and under all applicable NYSE guidelines, including with respect to committee membership.

Our Board also has determined that each of Messrs. Donnelly, Forsee, Humphrey and Stubblefield and Ms. Hartsock is “independent” for purposes of Section 10A(m)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and that each of Messrs. Jones, Stevenson and White and Mses. Arnold and Hartsock is “independent” for purposes of Section 10C(a)(3) of the Exchange Act.

In sum, all of our current members of our Board of Directors have been determined to be independent other than Mr. Reynal, our Chief Executive Officer.

Annual Independent Board Assessment

Each year, our Board of Directors and each of its committees conducts an assessment of its performance. This assessment is overseen and facilitated by an independent firm. This independent firm conducts the assessment through a survey process and communicates the results with our Board chair and the chair of each of the committees. The results are then discussed with the full Board of Directors and, if needed, actions are formulated and executed that address any areas of opportunity identified through the assessment.

Incumbent Director Qualifications

In the case of incumbent directors whose terms of office are set to expire, the Nominating and Corporate Governance Committee reviews such directors’ overall service to our Company during their respective term, including the number of meetings attended, level of participation, quality of performance and any relationships and transactions that might impair such directors’ independence. In addition, pursuant to our Corporate Governance Guidelines, no person shall be nominated by the Board to serve as a director after he or she has passed his or her 75th birthday, unless the Board has voted to waive the mandatory retirement age for such director at the time of nomination.

Board Leadership Structure

Our Board of Directors is led by Mr. Reynal, our Chairman, and Mr. Donnelly our Lead Director. Mr. Reynal serves in a combined role of Chief Executive Officer and Chairman, which provides the significant advantages of our Chairman having extensive experience with the business and ongoing executive responsibility for the Company. We believe these advantages bolster the Company’s ability to execute on its strategic imperatives and deliver stockholder value. Consistent with best governance practices, we created the Lead Director role to work closely with our Chairman. This role is held by Mr. Donnelly and is designed to help coordinate the efforts of the independent and non-management directors to ensure objective judgment with respect to sensitive issues involving the management of the Company and, in particular, the performance of senior management. The responsibilities of our Lead Director are outlined in our Corporate Governance Guidelines.

We believe that the combined role of Chief Executive Officer and Chairman, together with our Lead Director role and the other elements of our corporate governance structure, strikes an appropriate balance between strong and consistent leadership and independent and effective oversight of our business and affairs that

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enables appropriate corporate governance. The Board believes that a combined Chairman and Chief Executive role allows the Company to effectively convey its business strategy and core values to shareholders, customers, colleagues, regulators and the public in a single, consistent voice. The Board also recognizes the necessity of having a strong Lead Director with a clearly defined role and set of responsibilities where the Chairman is not independent. Their leadership is supplemented by engaged and expert committee chairs along with independent-minded, skilled and committed directors.

Our Board does not currently have a policy as to whether the role of Chairman and the Chief Executive Officer should be separate and believes that the Company and its stockholders are best served by maintaining the flexibility to determine whether the Chairman and Chief Executive Officer positions should be separated or combined at a given point in time in order to provide appropriate leadership for us at that time given the then-current circumstances. Our Corporate Governance Guidelines provide that, in order to maintain the independent integrity of our Board, if the Chairman of the Board is not an independent director, the Board may appoint an independent director as Lead Director. See “Recent Governance Enhancements” above for further discussion of the Lead Director role.

We believe that strong independent leadership is essential for our Board to effectively perform its primary oversight functions. We also believe it is critically important for our Board to retain flexibility to determine its leadership structure based on the particular composition of the Board, the individuals serving in leadership positions, the needs and opportunities of the Company as they change over time.

Board Committees and Meetings

The following table summarizes the current membership of each of the Board’s Committees.

Audit

Committee

Compensation

Committee

Nominating and

Corporate

Governance

Committee

Sustainability

Committee

Kirk E. Arnold

Chair

William P. Donnelly

Chair

Gary D. Forsee

Jennifer Hartsock

John Humphrey

Chair

Marc E. Jones

Chair

Mark Stevenson

Michael Stubblefield

Tony L. White

Number of meetings held in 2022

four

five

four

All directors are expected to make every effort to attend all meetings of the Board, meetings of the committees of which they are members and the annual meeting of stockholders. During 2022, the Board held five meetings and acted seven times by unanimous written consent. All current members of the Board nominated for re-election per Proposal No. 1 attended more than 75% (which is the minimum required attendance) of the aggregate of the total number of meetings of the Board (held during the period for which he or she was a director) and the total number of meetings held by all committees of the Board on which such director served (held during the period that such director served). All seven current directors that were serving at the time of last year’s annual meeting attended last year’s annual meeting of stockholders.

Audit Committee

Our Audit Committee currently consists of Messrs. Donnelly, Forsee, Humphrey and Stubblefield and Ms. Hartsock, with Mr. Humphrey serving as Chair. All members of the Audit Committee have been determined to be “independent,” consistent with our Corporate Governance Guidelines and the NYSE listing standards applicable to boards of directors in general and audit committees in particular. Our Board has determined that each of the members of the Audit Committee is “financially literate” within the meaning of the listing standards of the NYSE. In addition, our Board has determined that Messrs. Donnelly, Forsee, Humphrey and Stubblefield qualify as audit committee financial experts as defined by applicable Securities and Exchange Commission

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(“SEC”) regulations. The Board reached its conclusion as to Mr. Donnelly’s qualification based on, among other things, Mr. Donnelly’s experience as the Chief Financial Officer of Mettler-Toledo International Inc. and as an auditor with PriceWaterhouseCoopers LLP. The Board reached its conclusion as to Mr. Humphrey’s qualification based on, among other things, Mr. Humphrey’s experience as the Chief Financial Officer of Roper Technologies. The Board reached its conclusion as to Mr. Forsee’s qualification based on, among other things, Mr. Forsee’s experience as Chief Executive Officer of Sprint Nextel Corporation. The Board reached its conclusion as to Mr. Stubblefield’s qualification based on, among other things, Mr. Stubblefields’s experience as the Chief Executive Officer of Avantor, Inc.

The duties and responsibilities of the Audit Committee are set forth in its charter, which may be found at www.irco.com under Investors: Governance: Governance Documents & Charters: Audit Committee Charter, and include the following:

•	overseeing the adequacy and integrity of our financial statements and our financial reporting disclosure practices;

•	overseeing the soundness of our system of internal controls to assure compliance with financial and accounting requirements, our system of disclosure controls and procedures and compliance with ethical standards adopted by the Company;

•	retaining and reviewing the qualifications, performance and independence of our independent auditor;

•	overseeing our general risk management strategy including guidelines and policies relating to risk assessment and risk management, and management’s plan and execution of appropriate risk mitigation strategies which include risk monitoring and controls;

•	overseeing our internal audit function;

•	reviewing and approving or ratifying all transactions between us and any “Related Persons” (as defined in the federal securities laws and regulations) that are required to be disclosed to Item 404(a) of Regulation S-K promulgated under the Exchange Act; and

•	reviewing and discussing with management compliance with our Code of Conduct.

With respect to our reporting and disclosure matters, the responsibilities and duties of the Audit Committee include reviewing and discussing with management and the independent registered public accounting firm our annual audited financial statements and quarterly financial statements prior to inclusion in our Annual Report on Form 10-K or other public dissemination in accordance with applicable rules and regulations of the SEC. The Audit Committee also prepares the report of the committee required by the rules and regulations of the SEC to be included in our annual proxy statement.

The charter of the Audit Committee permits the committee to delegate any or all of its authority to one or more subcommittees. In addition, the Audit Committee has the authority under its charter to engage independent counsel and other advisors as it deems necessary or advisable.

On behalf of the Board, the Audit Committee plays a key role in the oversight of the Company’s risk management policies and procedures. See “Oversight of Risk Management” below.

Compensation Committee

Our Compensation Committee currently consists of Messrs. Jones, Stevenson and White and Mses. Arnold and Hartsock, with Ms. Arnold serving as chair. All members of our Compensation Committee have been determined to be “independent” as defined by our Corporate Governance Guidelines and the NYSE listing standards applicable to boards of directors in general and compensation committees in particular. Additionally, all members of the Compensation Committee qualify as “non-employee directors” for purposes of Rule 16b-3 under Exchange Act.

The duties and responsibilities of the Compensation Committee are set forth in its charter, which may be found at www.irco.com under Investors: Governance: Governance Documents & Charters: Compensation Committee Charter, and include the following:

•	establishing and reviewing the overall compensation philosophy of the Company;

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•	reviewing and approving corporate goals and objectives relevant to the Chief Executive Officer and other executive officers’ compensation, including annual performance objectives, if any;

•

evaluating the performance of the Chief Executive Officer in light of these corporate goals and objectives and, either as a committee or together with the other independent directors (as directed by the Board), determining and approving the annual salary, bonus, equity-based incentives and other benefits, direct and indirect, of the Chief Executive Officer;

•	reviewing and approving or making recommendations to the Board on the annual salary, bonus, equity and equity-based incentives and other benefits, direct and indirect, of the other executive officers;

•	reviewing and approving, or making recommendations to the Board with respect to incentive-compensation plans and equity-based plans that are subject to the approval of the Board, and overseeing the activities of the individuals responsible for administering those plans;

•	reviewing and approving equity compensation plans of the Company that are not otherwise subject to the approval of the Company’s stockholders;

•	reviewing and making recommendations to the Board, or approving, all equity-based awards, including pursuant to the Company’s equity-based plans;

•	monitoring compliance by executives with the rules and guidelines of the Company’s equity-based plans; and

•	overseeing management evaluation and overseeing and approving the management continuity planning process.

With respect to our reporting and disclosure matters, the responsibilities and duties of the Compensation Committee include overseeing the preparation of and recommending the Compensation Discussion and Analysis to the Board for inclusion in our annual proxy statement or Annual Report on Form 10-K in accordance with applicable rules and regulations of the SEC.

The charter of the Compensation Committee permits the committee to delegate any or all of its authority to one or more subcommittees and to delegate to one or more officers of the Company the authority to make awards to any non-Section 16 officer of the Company under the Company’s incentive-compensation or other equity-based plan, subject to compliance with the plan and the laws of the state of the Company’s jurisdiction. In addition, the Compensation Committee has the authority under its charter to retain outside consultants or advisors, as it deems necessary or advisable.

For a description of our processes and procedures for the determination of executive and director compensation, see the “Compensation Discussion and Analysis” and “Director Compensation in Fiscal 2022―Description of Director Compensation” sections of this Proxy Statement.

Nominating and Corporate Governance Committee

Our Nominating and Corporate Governance Committee currently consists of Messrs. Donnelly, Stevenson and White, with Mr. Donnelly serving as chair. All members of our Nominating and Corporate Governance Committee have been determined to be “independent” as defined by our Corporate Governance Guidelines and the NYSE listing standards.

The duties and responsibilities of the Nominating and Corporate Governance Committee are set forth in its charter, which may be found at www.irco.com under Investors: Governance: Governance Documents & Charters: Nominating & Corporate Governance Committee Charter, and include the following:

•	identifying and recommending nominees for election to the Board of Directors;

•	reviewing the composition and size of the Board of Directors;

•	overseeing an annual evaluation of the Board of Directors and each committee;

•	regularly reviewing our corporate governance documents, including our Restated Certificate of Incorporation and Bylaws and Corporate Governance Guidelines; and

•	recommending members of the Board of Directors to serve on committees of the Board.

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The charter of the Nominating and Corporate Governance Committee permits the committee to delegate any or all of its authority to one or more subcommittees. In addition, the Nominating and Corporate Governance Committee has the authority under its charter to retain outside counsel or other experts as it deems necessary or advisable.

Sustainability Committee

Our Sustainability Committee currently consists of Messrs. Humphrey, Jones and Foresee and Ms. Arnold, with Mr. Jones serving as chair. All members of our Sustainability Committee have been determined to be “independent” as defined by our Corporate Governance Guidelines and the NYSE listing standards.

The duties and responsibilities of the Sustainability Committee are set forth in its charter, which may be found at www.irco.com under Investors: Governance: Governance Documents & Charters: Sustainability Committee Charter, and include the following:

•	assessing current aspects of the Company’s environmental, health and safety policies and performance and making recommendations to the Board of Directors and the management of the Company;

•	overseeing and advising the Board of Directors on the Company’s sustainability strategies and initiatives, including reviewing the overall sustainability strategy and progress towards achievement of other environmental targets and goals;

•	reviewing and approving the Company’s annual sustainability report;

•	overseeing and advising the Board of Directors on matters impacting corporate social responsibility;

•	overseeing and advising the Board of Directors on the Company’s public policy management, philanthropic contributions and corporate reputation management;

•	overseeing the Company’s policies on political contributions and annually reviewing the Company’s political contributions and lobbying expenses; and

•	overseeing and advising the Board of Directors and management with respect to the Company’s diversity, equity and inclusion strategies, initiatives and goals.

Oversight of Risk Management

The Board has extensive involvement in the oversight of risk management related to us and our business and accomplishes this through oversight and regular reporting by the Audit Committee, the chairman and members of which have experience in overseeing risk management strategy, including risk management related to information and cybersecurity. The Audit Committee represents the Board in this oversight role by periodically reviewing our accounting, reporting and financial practices, including the integrity of our financial statements, surveilling our administrative and financial controls and our compliance with legal and regulatory requirements and reviewing and assessing overall company risk through a formalized enterprise risk management (ERM) program led by the management team.

Through its regular meetings with management, including the finance, legal, and internal audit functions, as part of our ERM program, the Audit Committee reviews and discusses all significant areas of risk. Such review and discussion includes a comprehensive review and assessment of cybersecurity risks, other cyber risks and potential key emerging risks. With respect to cybersecurity, in particular, our cybersecurity team stays abreast of industry trends and best practices with respect to cyber threats, security products and regulatory requirements and is tasked with securing our Information Technology (IT) systems and protecting customer data, intellectual property and privacy data. Additionally, it performs testing of cybersecurity capabilities and engages with third parties to support incident response and penetration testing activities. Our cybersecurity function reports to the office of the Chief Information Officer and provides updates on the status of the Company’s cybersecurity risk and cyber risk preparedness that are reviewed with and assessed by the Audit Committee.

The Audit Committee also reviews and assesses management’s remediation plans with respect to such risks and other relevant mitigating factors and summarizes these discussions for the Board. As part of our ERM program, management reports to the Audit Committee quarterly with respect to all significant areas of risk (including cyber risks and emerging risks), which allows the Audit Committee to closely monitor the Company’s developing risk landscape. Our head of internal audit, who is also our Chief Risk Officer, reports directly to the Audit Committee.

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In addition to the oversight with respect to overall Company risk management provided by the Audit Committee, the other committees participate in the risk management process. The Compensation Committee considers, and discusses with management, management’s assessment of certain risks, including any risks related to succession planning and any risks arising from our compensation policies and practices that are reasonably likely to have a material adverse effect on us. The Nominating and Corporate Governance Committee oversees and evaluates programs and risks associated with Board organization, membership and structure and corporate governance. The Sustainability Committee assesses current aspects of the Company’s environmental, health and safety policies and performance and make recommendations to the Board of Directors and the management of the Company with regard to promoting and maintaining superior standards of performance, including processes to ensure compliance with applicable laws and regulations and programs to manage risks relating to environmental and safety matters, and physical and transition risks arising from climate change.

Executive Sessions

Executive sessions, which are meetings of independent members of the Board, are regularly scheduled throughout the year. At each of these meetings, Mr. Donnelly, as our independent Lead Director, presides.

Diversity and Sustainability

Diversity and Sustainability are critically important to us and we are committed to embedding environmental, social and governance initiatives into our culture.

Commitment to Diversity - Board of Directors

A key principle of the Company’s Board member selection process is to strive to have a diverse Board of Directors. A critical factor that the Board and the Nominating and Corporate Governance Committee carefully consider when assessing potential director candidates is the importance to the Company of ethnic and gender diversity in board composition. As set forth in the Company’s Corporate Governance Guidelines, the Nominating and Corporate Governance Committee and the Board are required to consider, and to request that any search firm hired by it consider, highly qualified women and diverse candidates as part of any director search process. The Board’s commitment to this focus on Board diversity has resulted in a Board where five of ten current members (50%) are diverse, including two who are female and three who are ethnically diverse. In addition, Board members actively participate as mentors and panel speakers in quarterly events hosted by the Company’s inclusion groups.

Commitment to Diversity - Global Workforce

Over the past three years, we have established a clear vision, identified measurable goals and engaged our broad team with a focus on:

•	establishing ourselves as a DE&I leader within our industry;

•	leveraging diversity, equity and inclusion to attract and retain the best talent, address today’s global challenges, and exceed our business goals; and

•	cultivating diversity, promoting equity and pursuing a more inclusive culture that strengthens the sense of belonging for all, which is consistent with our value of Fostering Inspired Teams.

To solidify a successful execution of our strategy, we established a road map prioritizing initiatives through 2025 using our Ingersoll Rand Execution Process (IRX) to build global accountability and timely execution.

In terms of diverse representation, we have two focus areas:

•	underrepresented populations (“URT”) in our United States leadership roles. Our current employee base consists of 9.6% U.S. URT in leadership roles with a target of 16% by 2025.

•	women globally in leadership roles. Globally, women represent 18.8% of our leadership positions with a goal of 25% by 2025.

Ingersoll Rand supports the following seven employee inclusion groups to build stronger global connections, advocate for positive change and foster an inclusive culture in the organization. An executive leader sponsors

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each of the following groups and provides guidance to establish goals in support of our company strategies, culture and values to their global members. These groups act as strategic employee resources for talent management, community influence, employee experience, leadership development and mentoring:

•	Black Employee Network Inclusion Group

•	Veterans Inclusion Group

•	Women Inclusion Group

•	Hispanic/LatinX Organization of Leadership and Advancement

•	Asian Inclusion Group

•	Pride Alliance

•	IRealabilities - Disability Inclusion Group

In addition, we also have four regional inclusion groups (Europe and Asia Pacific) and one DE&I council in Latin America.

We have deployed unconscious bias training to all salaried employees globally (available in eight languages) and conducted personalized sessions with more than 250 leaders on “DE&I Matters.” We have launched our next phase to train hourly employees, adapting the content to “Respect in the Workplace.” In addition, to support our advancement goals, Ingersoll Rand launched a mentoring program in 2021 which has grown to 382 mentors across the enterprise. We continue creating a safe space for employees by participating in our “Lean into Change” sessions where social and cultural sensitive conversations occur, fostering trust, transparency and community. Profiles in Diversity Journal recognized our “Lean into Change” initiative by awarding us a Top 10 Innovations in Diversity Award.

Central to our inclusion strategy is to make all employees true owners of the Company. In 2022, we made our first equity grants under our new Ownership Works equity program, which allows every one of our employees to become an owner whether they join us as new hires or via acquisition, and since then we have made equity grants to over 3,200 new employees.¹ These new owners are in addition to those employees who became owners through our two landmark all-employee equity grants at the time of our initial public offering and the Merger. Incredibly, the value of the common stock granted to employees through Ownership Works and these landmark grants has appreciated from $275 million to almost $590 million in value as of March 31, 2023. We can see the results of the power of ownership as our employee engagement score has increased each year since the Merger, including in 2022. According to our engagement survey partner, we now rank in the top 10% of manufacturing organizations in the area of employee satisfaction and continue to increase our score in this area even while the industry average score has declined. We feel that the combination of a solid strategy, strong values and clear expectations, coupled with true employee ownership, provides us strong engagement and a competitive edge.

Commitment to Sustainability

In recognition of the importance of sustainability to our business, we established the Sustainability Committee of our Board in 2021 to provide direct oversight and guidance to the execution of our sustainability initiatives. As part of implementing our sustainability strategy, we have embedded sustainability into our culture and company; driving accountability and execution of our sustainability goals and initiatives through our Ingersoll Rand Execution (IRX) process; and providing transparency to the public on our progress in achieving these goals.

1	Employees must be categorized as full time and have one year of service to be eligible. Not available to employees where prohibited by local law or regulation or where such grant is required to be bargained for with an employee union unless such grant is agreed to as part of such bargaining.

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In 2022, we changed the name of our “Operate Sustainably” strategic imperative to “Lead Sustainably” to better recognize that sustainability is fully embedded in every major element of our economic model and strategic decision-making processes. This change was also a recognition that sustainability was a key facet of Making Life Better through the sustainability improvements we made in our own operations, as well as an important element of our growth strategy. To better reflect this, we defined two key aspects of our Lead Sustainably strategic imperative:

•

Grow Sustainably. We believe that sustainability and growth go hand in hand and see two dimensions of how sustainability can help drive growth. The first is the development of innovative and intrinsically sustainable products that deliver efficiency, circularity and safety to customers across all markets and regions. The second is the intentional focus on the high-growth, sustainable end markets including food, life science, water and clean energy, which can act has a tailwind to organic growth.

•

Operate Sustainably. This aspect of Lead Sustainably reflects our unwavering, authentic commitment to run our business in ways that Make Life Better for all of our stakeholders. Our ambitious 2030 and 2050 greenhouse gas emissions, water use, and landfill goals that we announced in 2021 show our dedication to doing what is right for our communities and our planet.

In 2020, we conducted a materiality assessment that included the input of employees, customers, stockholders, suppliers and other stakeholders. This assessment identified energy use, product stewardship and innovation, and our employees as our most material topics. Since then, we have continued to structure our environmental, social and governance initiatives around these material topics and deployed IRX processes to help us achieve them.

In 2021, we announced our aggressive corporate sustainability goals designed to reduce the impact of our operations and products on the environment, and support customers and partners in doing the same. Achievement of these goals will reduce greenhouse gas emissions and save energy, create safer water for our communities and result in reduced waste to landfill, all of which directly advance progress against our material topics. Further details with respect to our sustainability goals can be found on our website, www.irco.com, under “Investors: Governance: Environmental, Social and Governance (ESG).”

In addition, we continue to focus on transparency with respect to our sustainability progress through our annual sustainability reports, including our 2021 sustainability report released in June 2022, and an investor call on September 22, 2022, where we provided a mid-year update on our sustainability initiatives.

Our actions over the last few years have resulted in substantial progress on our sustainability initiatives. In 2022, by leveraging IRX we achieved placement on the Dow Jones Sustainability World Index and Dow Jones Sustainability North America Index, and our score on the S&P Global Corporate Sustainability Assessment ranked us #1 in North America and #4 in the world within the Machinery and Electrical Equipment industry.

As mentioned above, our Board and management value the perspective of our stockholders and encourage stockholders to communicate with the Board, including with respect to our diversity and sustainability initiatives, as described under “―Communications with the Board” above.

Committee Charters and Corporate Governance Guidelines

Our commitment to good corporate governance is reflected in our Corporate Governance Guidelines, which describe the Board’s views on a wide range of governance topics. These Corporate Governance Guidelines are reviewed from time to time by our Nominating and Corporate Governance Committee and, to the extent deemed appropriate in light of emerging practices, revised accordingly, upon recommendation to and approval by the Board. For example, as mentioned above, the Board upon the recommendation of the Nominating and Corporate Governance Committee, recently approved revisions to the Company’s Corporate Governance Guidelines creating a role of Lead Director of the Board.

Our Corporate Governance Guidelines and the charters of our Audit Committee, Compensation Committee, Nominating and Corporate Governance Committee and Sustainability Committee and other corporate governance information are available on the Corporate Governance page of the Investors section on our website at www.irco.com. Any stockholder also may request them in print, without charge, by contacting the Secretary of the Company, 525 Harbour Place Drive, Suite 600, Davidson, North Carolina 28036.

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Code of Conduct

The Company has adopted a Code of Conduct that applies to all of the Company’s employees, including the Company’s Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer, Controller and other persons performing similar functions. The Code of Conduct sets forth our policies and expectations on a number of topics, including conflicts of interest, corporate opportunities, confidentiality, compliance with laws (including insider trading laws), use of our assets and business conduct and fair dealing. This Code of Conduct also satisfies the requirements for a code of ethics, as defined by Item 406 of Regulation S-K promulgated by the SEC. The Company will disclose within four business days any substantive changes in or waivers of the Code of Conduct granted to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, or any other executive officer or director, by posting such information on our website as set forth above rather than by filing a Form 8-K.

The Code of Conduct may be found on our website at www.irco.com under Investors: Governance: Governance Documents & Charters: Code of Conduct.

Anti-Hedging Policy

The Company’s Securities Trading Policy prohibits the Company’s directors, officers and employees from engaging in any transactions (including variable forward contracts, equity swaps, collars and exchange funds) that are designed to hedge or offset any decrease in the market value of the Company’s equity securities.

Director Nomination Process

The Nominating and Corporate Governance Committee weighs the characteristics, experience, independence and skills of potential candidates for election to the Board. In considering candidates for the Board, the Nominating and Corporate Governance Committee also assesses the size, composition and combined expertise of the Board. As the application of these factors involves the exercise of judgment, the Nominating and Corporate Governance Committee does not have a standard set of fixed qualifications that is applicable to all director candidates, although the Nominating and Corporate Governance Committee does at a minimum assess each candidate’s strength of character, mature judgment, industry knowledge or experience, his or her independence of thought, and ability to work collegially with the other members of the Board.

In addition, it is the Board’s policy to endeavor to have a diverse Board of Directors representing a range of experiences in areas that are relevant to the Company’s strategy and business and, as required by our Corporate Governance Guidelines, as part of any director search process, the Nominating and Corporate Governance Committee and the Board of Directors will, and will request that any search firm hired by it also, consider highly qualified women and diverse individuals. The Nominating and Corporate Governance Committee and the Board implement this policy by requiring that all director searches include qualified women and diverse candidates and requiring any search firms engaged by them to include and present such candidates to the Nominating and Corporate Governance Committee and the Board. The Nominating and Corporate Governance Committee and the Board assess the effectiveness of this policy by evaluating the diversity of the candidates presented to them compared to the total number of candidates presented as well as whether an open Board position is in fact filled with a diverse candidate. The Nominating and Corporate Governance Committee and the Board believe that this policy is effective given that 50% of the Board is currently comprised of diverse directors.

In identifying prospective director candidates, the Nominating and Corporate Governance Committee may seek referrals from its members, management, stockholders and other sources. The Nominating and Corporate Governance Committee also may, but need not, retain a search firm in order to assist it in identifying candidates to serve as directors of the Company. The Nominating and Corporate Governance Committee utilizes the same criteria for evaluating candidates regardless of the source of the referral. When considering director candidates, the Nominating and Corporate Governance Committee seeks individuals with backgrounds and qualities that, when combined with those of our incumbent directors, provide a blend of skills and experience to further enhance the Board’s effectiveness.

When considering whether the directors and nominees have the experience, qualifications, attributes and skills, taken as a whole, to enable the Board to satisfy its oversight responsibilities effectively in light of the Company’s business and structure, the Board focused primarily on the information discussed in each of the board member’s biographical information set forth under “Director Biographies and Qualifications.” Each of the

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Company’s directors possesses high ethical standards, acts with integrity and exercises careful, mature judgment. Each is committed to employing his or her skills and abilities to aid the long-term interests of the stakeholders of the Company. In addition, our directors are knowledgeable and experienced in one or more business, governmental, or civic endeavors, which further qualifies them for service as members of the Board. A significant number of our directors possess experience in owning and/or managing public and privately held enterprises and are familiar with corporate finance and strategic business planning activities that are unique to publicly traded companies like ours. See the directors’ biographical information set forth above for the important characteristics considered by our Board in determining that our directors should serve as directors of the Company.

In expanding our Board membership in 2022, the Nominating and Corporate Governance Committee evaluated candidates based on the various factors described above and the candidates’ qualifications, including each candidate’s strength of character, judgment, familiarity with the Company’s business and industry, independence of thought and an ability to work collegially with the other members of the Board. A diverse slate of candidates from multiple sources, including a third-party search firm, interviewed with the Nominating and Corporate Governance Committee and select members of management. The third-party search firm assisted in identifying director prospects, performed candidate outreach, provided information about candidates and performed other related services. Through this process, the Nominating and Corporate Governance Committee received input from directors and stakeholders, and identified a number of qualified director candidates who together represented diverse experience in the areas of cybersecurity, finance, audit, international business transactions, and board level strategy. From this pool of highly qualified candidates, the Nominating and Corporate Governance Committee recommended to the Board that it appoint Messrs. Stevenson and Stubblefield and Ms. Hartsock as new directors in 2022.

In selecting Messrs. Stevenson and Stubblefield and Ms. Hartsock as new directors, our Nominating and Corporate Governance Committee considered the skills and experience that would best complement our strategic imperatives and ensure healthy Board refreshment. Specifically, it selected new directors who would add knowledge in the areas of cybersecurity, digitalization and IIoT, as well as depth in the areas of M&A, organic growth and product innovation. The 2022 additions of Messrs. Stevenson and Stubblefield and Ms. Hartsock evidence our focus on refreshment, reduced our average director tenure and expanded the diversity of our Board. Additionally, our Nominating and Corporate Governance Committee determined that each of these Board additions did not have any arrangements or understandings with any other person pursuant to which he or she was selected as a director, nor did they have a direct or indirect material interest in any transactions that would require disclosure under Item 404(a) of Regulation S-K at the time of appointment.

In connection with its annual nomination of the full slate of nominees at this year’s Annual Meeting, the Nominating and Corporate Governance Committee assessed the contributions of those directors recommended for re-election in keeping with the director evaluation process described above and other identified needs of the Board. This annual director nomination process resulted in the Board’s nomination for election at the Annual Meeting of the ten incumbent directors named in Proposal 1 in this Proxy Statement.

The Nominating and Corporate Governance Committee will consider director candidates recommended by stockholders. Any recommendation submitted to the Secretary of the Company should be in writing and should include any supporting material the stockholder considers appropriate in support of that recommendation, but must include information that would be required under the rules of the SEC to be included in a proxy statement soliciting proxies for the election of such candidate and a written consent of the candidate to serve as one of our directors if elected. Stockholders wishing to propose a candidate for consideration may do so by submitting the above information to the attention of the Secretary of the Company, Ingersoll Rand Inc., 525 Harbour Place Drive, Suite 600, Davidson, North Carolina 28036. All recommendations for nomination received by the Secretary of the Company that satisfy our Bylaw requirements relating to such director nominations will be presented to the Nominating and Corporate Governance Committee for its consideration. Stockholders must also satisfy the notification, timeliness, consent and information requirements set forth in our Bylaws. These requirements are also described under the caption “Stockholder Proposals for the 2024 Annual Meeting.”

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Executive Officers of the Company

Set forth below is certain information regarding each of our current executive officers, other than Vicente Reynal, whose biographical information is presented under “Director Biographies and Qualifications.”

Name	Age	Principal Occupation and Other Information
Gary Gillespie	67	Since the completion of the Merger in February 2020, Gary Gillespie has served as the senior vice president and general manager of the Industrial Technologies and Services, Americas business unit of the Company. Prior to this role, Mr. Gillespie served as vice president, general manager for Industrial Americas of Gardner Denver, overseeing all Compressor, Blower, Vacuum and Industrial Pump products. He joined Gardner Denver in 1981. During his tenure, he has held various positions of increasing responsibility, including sourcing/procurement, customer service, sales management and product management. Prior to joining Gardner Denver, he was employed by Quincy Compressor and Fiat-Allis Machinery.

		Mr. Gillespie holds a bachelor of science degree from Illinois State University.

Elizabeth M. Hepding	45	Since July 2021, Elizabeth Hepding has served as the senior vice president of strategy and corporate development. Prior to that, Ms. Hepding has had more than 20 years of experience in mergers and acquisitions and strategy, most recently as part of the team at PurposeBuilt Brands, Inc. (“PurposeBuilt Brands”) a portfolio of category-leading, efficacy-driven specialty cleaning and disinfection brands, where she served as vice president of corporate development and guided the company’s expansion through acquisitions. Prior to joining PurposeBuilt Brands in 2019, Ms. Hepding was senior vice president, strategy and corporate development at Essendant Inc., a leading national distributor of work place items for six years, where she was responsible for all acquisitions, divestitures and partnerships, as well as enterprise strategy including transformational initiatives. Ms. Hepding began her career in investment banking, spending more than a decade in the industry, primarily at UBS Investment Bank where she held roles of increasing responsibility.

		Ms. Hepding received a master of business administration from the University of Chicago Booth School of Business and bachelor’s degree from Washington & Lee University where she graduated cum laude.

Kathleen M. Keene	49	Kathleen Keene has served as our senior vice president of human resources, talent and diversity, equity and inclusion since June 2021. Ms. Keene also has responsibility for the Company’s communications function. Ms. Keene joined Ingersoll Rand in 2016 as director of Human Resources (“HR”) for corporate functions and then led a global HR team supporting the company’s Fluid Management, Material Handling and Power Tools business units. Prior to her current role, Ms. Keene most recently served as the HR business partner for Ingersoll Rand’s global Precision and Science Technologies segment while also leading the North America region HR team. Prior to joining Ingersoll Rand, Ms. Keene started her career with General Electric Company, a multinational conglomerate, and SABIC, a multinational chemical manufacturing company.

		Ms. Keene holds a bachelor’s degree in business administration and management from Pennsylvania State University.

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Name	Age	Principal Occupation and Other Information
Vikram Kini	42	Vikram Kini has served as our senior vice president and chief financial officer since June 15, 2020. He joined Gardner Denver as its director of Financial Planning and Analysis in 2011, has served as Gardner Denver’s vice president of Investor Relations since 2012, and has held other various finance leadership roles since 2012, including vice president of Financial Planning and Analysis and vice president of the Finance, Industrials segment. Prior to joining Gardner Denver, Mr. Kini served in various financial roles with General Electric Company, a multinational conglomerate, and SABIC, a multinational chemical manufacturing company.

		Mr. Kini holds a bachelor’s degree in business administration from Boston University.

Andrew Schiesl	51	Since the completion of the Merger, Andrew Schiesl has served as the senior vice president, general counsel, chief compliance officer and secretary of the Company. He leads legal, compliance, and corporate governance, as well as the Company’s Environmental, Health and Safety (EHS) and sustainability efforts. Prior to this role, Mr. Schiesl served as vice president, general counsel, chief compliance officer and secretary at Gardner Denver since 2013 and was also responsible for leading human resources at Gardner Denver in addition to Gardner Denver’s legal, compliance, governance and risk management functions. Previously, Mr. Schiesl served as vice president and general counsel of Quad/Graphics, Inc., a commercial printing business, from 2003 until he joined Gardner Denver. He was also senior counsel at Harley-Davidson, Inc., after beginning his career practicing law with Foley & Lardner LLP in Milwaukee.

		Mr. Schiesl received a bachelor’s degree in political science and history from the University of Wisconsin-Milwaukee and a juris doctor from the University of Pennsylvania School of Law. He holds a master of business administration from the Kellogg School of Management at Northwestern University.

Enrique Miñarro Viseras	45	Since April 3, 2023, Enrique Miñarro Viseras has served as our senior vice president and general manager of the global Precision and Science Technologies segment of the Company. Prior to that and since the completion of the Merger, he served as the senior vice president and general manager of the Industrial Technologies and Services, Europe, Middle East, India and Africa (EMEIA) business unit of the Company. Before the Merger, Mr. Miñarro Viseras served as vice president and general manager, Industrials segment EMEIA Region at Gardner Denver since May 2016, where he was responsible for leading all Industrials segment operations, including sales, service, engineering, product management and manufacturing within Europe, Middle East, Africa and India. Prior to Gardner Denver, Mr. Miñarro Viseras had an extensive 15-year career at Emerson Network Power and Emerson Industrial Automation, most recently serving as the managing director, Emerson Network Power from May 2015 to April 2016. Prior to his role as managing director, Mr. Miñarro Viseras held the position of president, Control Techniques for Emerson Industrial Automation from July 2012 to April 2015.

		Mr. Miñarro Viseras holds a doctorate in engineering, a master of business administration and a master of engineering and management from Cranfield University, United Kingdom as well as a degree in industrial engineering from Universidad Politécnica of Valencia, Spain.

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PROPOSAL NO. 2-RATIFICATION OF INDEPENDENT REGISTERED PUBLIC

ACCOUNTING FIRM

The Audit Committee has selected Deloitte & Touche LLP to serve as our independent registered public accounting firm for 2023.

Although ratification is not required by our Second Amended and Restated Bylaws (the “Bylaws”) or otherwise, the Board is submitting the selection of Deloitte & Touche LLP to our stockholders for ratification because we value our stockholders’ views on the Company’s independent registered public accounting firm. If our stockholders fail to ratify the selection, it will be considered as notice to the Board and the Audit Committee to consider the selection of a different firm. Even if the selection is ratified, the Audit Committee, in its discretion, may select a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company and our stockholders.

Representatives of Deloitte & Touche LLP are expected to be present at the Annual Meeting. They also will have the opportunity to make a statement if they desire to do so, and they are expected to be available to respond to appropriate questions.

The shares represented by your proxy will be voted for the ratification of the selection of Deloitte & Touche LLP unless you specify otherwise.

Audit and Non-Audit Fees

In connection with the audit of the 2022 financial statements, we entered into an agreement with Deloitte & Touche LLP which set forth the terms by which Deloitte & Touche LLP would perform audit services for the Company.

The following table sets forth the aggregate fees for professional services provided by Deloitte & Touche LLP for the audit of our financial statements for the fiscal years ended December 31, 2022 and 2021 and fees billed for other services rendered by Deloitte & Touche LLP for those periods, all of which were approved by the Audit Committee.

	For the Years Ended December 31, (in thousands)
	2021	2022
Fees:
Audit fees⁽¹⁾	$9,088	$7,939
Audit Related fees⁽²⁾	$3,458	5,603
Tax fees⁽³⁾	$9,357	5,865
All other fees	—	—
Total	$21,903	$19,407

(1)	Audit fees include fees for the annual integrated audit, quarterly reviews, non-U.S. statutory audits and Specialty Vehicle Technologies segment carve-out audits.

(2)	Audit related fees include fees primarily for business due diligence services related to various acquisitions.

(3)	Tax fees primarily consist of fees for tax advisory services related to acquisitions and restructurings, but also include fees for income tax, transfer pricing and other required tax filings in non-US jurisdictions.

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The Audit Committee pre-approved all the services included in this table. The Audit Committee of the Board considered whether providing the non-audit services included in this table was compatible with maintaining Deloitte & Touche LLP’s independence and concluded that it was.

Consistent with SEC policies regarding auditor independence and our Audit Committee’s charter, the Audit Committee has responsibility for engaging, setting compensation for and reviewing the performance of the independent registered public accounting firm. In exercising this responsibility, the Audit Committee has established procedures relating to the approval of all audit and non-audit services that are to be performed by our independent registered public accounting firm and pre-approves all audit and permitted non-audit services provided by any independent registered public accounting firm prior to each engagement.

YOUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE

RATIFICATION OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM FOR 2023.

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REPORT OF THE AUDIT COMMITTEE

The Audit Committee operates pursuant to a charter which is reviewed annually by the Audit Committee. Additionally, a brief description of the primary responsibilities of the Audit Committee is included in this Proxy Statement under “The Board of Directors and Certain Governance Matters-Board Committees and Meetings-Audit Committee.” Under the Audit Committee charter, our management is responsible for the preparation, presentation and integrity of our financial statements, the application of accounting and financial reporting principles and our internal controls and procedures designed to assure compliance with accounting standards and applicable laws and regulations. The independent registered public accounting firm is responsible for auditing our financial statements and expressing an opinion as to their conformity with accounting principles generally accepted in the United States of America.

In the performance of its oversight function, the Audit Committee reviewed and discussed the audited financial statements of the Company with management and with the independent registered public accounting firm. The Audit Committee also discussed with the independent registered public accounting firm the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board and the Securities and Exchange Commission (the “SEC”). In addition, the Audit Committee received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence, and discussed with the independent registered public accounting firm their independence.

Based upon the review and discussions described in the preceding paragraph, the Audit Committee recommended to the Board that the audited financial statements of the Company be included in the Annual Report on Form 10-K for the fiscal year ended December 31, 2022 filed with the SEC.

Submitted by the Audit Committee of the Company’s Board of Directors:

John Humphrey, Chair

William P. Donnelly

Gary D. Forsee

Jennifer Hartsock

Michael Stubblefield

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PROPOSAL NO. 3—NON-BINDING VOTE TO APPROVE EXECUTIVE COMPENSATION

The Company is requesting that stockholders vote, on a non-binding basis, to approve the compensation of our named executive officers as discussed in the “Compensation Discussion and Analysis” and the tabular executive compensation disclosure, including the “Summary Compensation Table” and accompanying narrative disclosure. While the results of the vote are non-binding and advisory in nature, the Board of Directors intends to carefully consider the results of this vote.

As described in “Compensation Discussion and Analysis” section of this Proxy Statement, our executive compensation programs and underlying principles, as developed and administered by the Compensation Committee, are designed to provide competitive pay opportunities to support the attraction and retention of highly qualified executives while promoting our core values. Our executive compensation programs are structured to be consistent with our pay for performance philosophy and utilize performance measures that are intended to align the executive team’s incentives with the long-term interests of the Company and its stockholders.

Although the Company is not required to hold its say on pay vote until 2024 based on the triennial cycle, as part of its governance review, the Board and Compensation Committee considered whether it was appropriate to maintain a triennial say on pay vote, a frequency that was previously approved by stockholders when the Company’s predecessor was considered a “controlled company,” or provide stockholders with an annual say on pay vote instead. Ultimately, the Board and Compensation Committee determined that holding an annual vote was beneficial in that it would provide more regular stockholder feedback on our executive compensation program and has accelerated the say on pay vote to this 2023 Annual Meeting.

The text of the resolution in respect of Proposal No. 3 is as follows:

“RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the “Compensation Discussion and Analysis,” compensation tables and related narrative discussion, is hereby APPROVED.”

In considering their vote, stockholders may wish to review with care the information on our compensation policies and decisions regarding the named executive officers presented in the “Compensation Discussion and Analysis,” as well as the discussion regarding the Compensation Committee presented in this Proxy Statement.

YOUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE APPROVAL OF THE COMPENSATION PAID TO OUR NAMED EXECUTIVE OFFICERS.

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PROPOSAL NO. 4— NON-BINDING VOTE ON THE FREQUENCY OF

FUTURE VOTES TO APPROVE EXECUTIVE COMPENSATION

Pursuant to Section 14A of the Exchange Act, every six years, stockholders are entitled to indicate, on a non-binding basis, their preference as to how frequently they would like to cast a non-binding vote to approve the compensation of our named executive officers. Stockholders of the Company will have the opportunity to specify one of four choices for this proposal on the proxy card: (1) one year; (2) two years; (3) three years; or (4) abstain. While the results of the vote are non-binding and advisory in nature, the Board intends to carefully consider the results of the vote.

In considering their vote, stockholders may wish to review with care the information presented in connection with Proposal No. 3, the information on our compensation policies and decisions regarding the named executive officers presented in the “Compensation Discussion and Analysis” section, as well as the discussion regarding the Compensation Committee contained in this Proxy Statement.

We believe replacing the current three-year frequency with a one-year frequency is most consistent with the Company’s approach to compensation, which includes the following factors:

•	Our Compensation Committee reviews the Company’s executive compensation program regularly to ensure alignment with the goals of attracting and retaining individuals with the qualifications to meet the Company’s strategic objectives and creating value for our stockholders.

•	We believe that an annual advisory vote on executive compensation will allow our stockholders to provide us with direct input on our compensation philosophy, policies and practices as disclosed in the proxy statement each year.

•	We believe that an annual advisory vote on executive compensation is consistent with our policy of seeking input from our stockholders on corporate governance matters and our executive compensation philosophy, policies and practices even though it is not required by law.

At the Company’s 2018 annual meeting of stockholders, our stockholders indicated their preference to hold a non-binding vote to approve the compensation of our named executive officers every three years and our Board of Directors adopted that recommendation; however, rather than waiting for 2024 when the next Say on Frequency vote is required under SEC rules, we are advancing the Say on Frequency vote from 2024 to 2023, in addition to advancing the Say on Pay vote, as described in Proposal No. 3. It is expected that the next vote on a Say on Frequency proposal will occur at our 2029 annual meeting of stockholders.

YOUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “ONE YEAR” WITH RESPECT TO HOW FREQUENTLY A STOCKHOLDER VOTE TO APPROVE, IN A NON-BINDING VOTE, THE COMPENSATION PAID TO OUR NAMED EXECUTIVE OFFICERS SHOULD OCCUR.

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REPORT OF THE COMPENSATION COMMITTEE

The Compensation Committee has reviewed and discussed the following Compensation Discussion and Analysis with management. Based on its review and discussion with management, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement and incorporated by reference into the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022.

Submitted by the Compensation Committee of the Board of Directors:

Kirk E. Arnold, Chair

Jennifer Hartsock

Marc E. Jones

Mark Stevenson

Tony L. White

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EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

This Compensation Discussion and Analysis (“CD&A”) outlines our executive compensation philosophy and objectives, describes the elements of our executive compensation program, and explains how the Compensation Committee arrived at its compensation decisions for our 2022 named executive officers (“NEOs”) listed below:

NEOs/Executive Officers			Title
Vicente Reynal			Chairman, President and Chief Executive Officer (“CEO”)
Vikram Kini			Senior Vice President and Chief Financial Officer (“CFO”)
Enrique Miñarro Viseras²			Senior Vice President and General Manager, Global Precision and Science Technologies
Andrew Schiesl			Senior Vice President, General Counsel, Chief Compliance Officer and Secretary
Michael Weatherred			Senior Vice President, IR Execution Excellence (IRX) and Business Excellence

Executive Summary

2022 Business Highlights

This year was an exciting year of record financial performance for Ingersoll Rand. A few of the highlights include:

•	Record orders of $6,368 million, up 10% over 2021 and up 16% excluding the impact of foreign currency;

•	Record revenues of $5,916 million, up 15% over 2021 and up 20% excluding the impact of foreign currency;

•	Record Adjusted EBITDA of $1,435 million, up 20% over 2021, with an Adjusted EBITDA margin of 24.3%, which was a 120 basis point expansion year-over-year; and³

•	Free Cash Flow from continuing operations⁴ of $771 million up 37% over 2021 with each quarter cash flow positive.

This performance was driven by the efforts of our more than 16,000 employees and their steadfast commitment to thinking and acting like owners as well as our competitive differentiator – Ingersoll Rand Execution Excellence (IRX) – which fuels our performance and powers our purpose of Making Life Better. These financial highlights weren’t the only measure of stockholder value creation driven by this powerful combination. We are excited to report significant accomplishments across each of our five strategic imperatives including:

Deploy Talent. In 2022, we launched our new Ownership Works equity program that allows every one of our employees to become an owner - whether they join us as new hires or via acquisition - and since this launch we have made equity grants to over 3,200 new employees.⁵ These new owners are in addition to those employees who became owners through our two landmark all-employee equity grants at the time of our initial public offering and the Merger. Incredibly, the value of the common stock granted to employees through Ownership Works and these landmark grants has appreciated from $275 million to nearly $590 million in value as of March 31, 2023. We can see the results of the power of ownership as our employee engagement score has increased each year since the Merger, including in 2022. According to our engagement survey partner, we now rank in the top 10% of manufacturing organizations in the area of employee satisfaction and continue to increase our score in this area even while the industry average score has declined.

2	Mr. Miñarro Viseras served as the senior vice president and general manager of the Industrial Technologies and Services, Europe, Middle East, India and Africa (EMEIA) business unit of the Company until April 10, 2023.

Adjusted EBITDA is a non-GAAP metric and represents net income (loss) before interest, taxes, depreciation, amortization and certain non-cash, non-recurring and other adjustment items. For a reconciliation of Adjusted EBITDA to Net Income (Loss), see Annex A to this Proxy Statement. Adjusted EBITDA margin represents Adjusted EBITDA as a percentage of Total Revenue.

4	Free Cash Flow is a non-GAAP metric and represents cash flows from operating activities less capital expenditures. For a reconciliation of Free Cash Flows to cash flows from operating activities see Annex A to this Proxy Statement

5	Employees must be categorized as full time and have one year of service to be eligible. Not available to employees where prohibited by local law or regulation or where such grant is required to be bargained for with an employee union unless such grant is agreed to as part of such bargaining.

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Accelerate Growth. We accelerated our focus on the global megatrends of digitization, sustainability and energy efficiency, and quality of life through our strategic organic growth enablers: demand generation, Industrial Internet of Things (IIoT) and product and service innovation. Demand Generation, our internally developed comprehensive growth engine, now produces four times the qualified leads compared to 2018. Our opportunity to digitally connect with our global installed base also accelerated in 2022 with 19% of our revenue coming from IIoT-enabled products, which already exceeded our 2023 goal. Our innovation efforts and new product development are laser-focused on efficiency and performance as well as new offerings for high growth sustainable end-markets. These growth enablers helped drive not just record revenues in 2022, but also Adjusted EBITDA growth of 20% and Adjusted Diluted EPS growth of 13% over 2021⁶, continuing us on the path of our goal to consistently compound earnings by double-digits each year.

Lead Sustainably. We introduced our new Lead Sustainably strategic imperative - an expansion from our former Operate Sustainably strategic imperative - to better reflect that sustainability for us is about growth, efficiency and doing good for our planet. Sustainability is one of the key megatrends that we believe will help drive our future growth as (i) we supply our customers with the energy efficient products that help them achieve their scope 1 and 2 greenhouse gas (GHG) reduction goals and (ii) focus our innovation efforts on efficiency, circularity, and safety as well as high growth sustainable end markets. In addition, being named to the DJSI World and North American indices in 2022 reflects the significant progress we have made with respect to our own operations. Our score of 81 on the S&P Global Corporate Sustainability Assessment puts us at #1 in North America and #4 in the world within the machinery and electrical industry, and our score on the S&P Global Corporate Sustainability Assessment places us in the top decile of all global companies regardless of industry. The improvement from being unranked to making the DJSI indices in just three years was driven by our employees’ dedication to Making Life Better and leveraging our IRX execution excellence model. This again demonstrates how we can leverage the power of IRX to drive performance across a multitude of different initiatives.

Expand Margins. We improved the Company’s Adjusted EBITDA margin 470 basis points since 2019, including an improvement of 120 basis points in 2022 alone, for an average annual improvement of over 155 basis points, which exceeds our long-term target of 100 bps of margin growth each year.⁷ In addition, cost synergy delivery efforts relating to the Merger have realized an aggregate of $265 million in savings with an additional $35 million in run-rate savings expected to occur in 2023. This performance already exceeds the $250 million commitment we made at the time of the Merger and positions us to meet or exceed the increased $300 million synergy goal we introduced in 2021.

Allocate Capital Effectively. We continued to execute our comprehensive capital allocation strategy designed to drive long-term value creation and compound stockholder returns. The foundation of our strategy remains a focus on mergers and acquisitions and we deployed approximately $800 million in 12 acquisitions in 2022⁸, which we expect to generate over $300 million in annualized revenue in 2023. We also continued to prudently manage our capital structure in the current higher interest environment by paying down $656 million in debt and executing a combination of interest rate swaps and caps and cross currency swaps to better balance fixed/floating interest rate exposure and currency mix of our debt. Finally, we returned $294 million to stockholders in 2022 through share repurchases and dividends.

In summary, our purpose-led culture, our engaged employee-owners, and the power of execution excellence through IRX not only drove a high level of performance in 2022 but have also allowed us to compound stockholder value creation year-over-year. In fact, when measured from the date of our IPO through March 31, 2023, our total stockholder return performance has been 176%, more than double the 72% return by the S&P 500 during the same time period.

Adjusted Diluted EPS and Adjusted EBITDA are non-GAAP metrics. Adjusted Diluted EPS represents Adjusted Net Income divided by the number of outstanding shares on a fully diluted basis. Adjusted Net Income is defined as net income including interest, depreciation and amortization of non-acquisition related intangible assets and excluding other items used to calculate Adjusted EBITDA and further adjusted for the tax effect of these exclusions. For a reconciliation of Adjusted Diluted EPS to Diluted EPS, see Annex A to this Proxy Statement.

Adjusted EBITDA margin is a non-GAAP metric. Comparison to 2019 is based on Supplemental Adjusted Revenue and Supplemental Adjusted EBITDA, which are non-GAAP metrics described in Annex A to this Proxy Statement. We provided long-term targets on various financial metrics at our Investor Day presentation held on November 18, 2021.

8	Includes the acquisition of SPX Flow’s Air Treatment business which was completed on January 3, 2023.

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Performance-Based Leadership Equity Incentive Award & New CEO Employment Agreement

Background

As previously disclosed, effective as of September 1, 2022, the Compensation Committee approved the grant of a Performance-Based Leadership Equity Incentive Award (the “Performance-Based Award”) to Vicente Reynal, CEO and Chairman of the Board, under the Company’s Amended and Restated 2017 Omnibus Incentive Plan (as amended by the First Amendment, dated April 27, 2021, the “2017 Omnibus Incentive Plan”). The Compensation Committee also approved, effective as of September 1, 2022, a new employment agreement with Mr. Reynal (the “Employment Agreement”).

Rationale

The Compensation Committee believes that Mr. Reynal’s vision and leadership have been integral to the Company’s growth and success, as reflected by the significant stockholder value creation during his tenure as CEO. Therefore, the Compensation Committee approved the Performance-Based Award and Employment Agreement to incentivize Mr. Reynal to continue this track record of financial outperformance and retain him as the Company’s CEO for the foreseeable future.

In order to make the Performance-Based Award more effective at achieving its goal of retention, the Company entered into a revised Employment Agreement with Mr. Reynal for an initial term of five years. This new agreement also includes increased non-competition and non-solicitation covenants, which would remain in effect for two years after termination – an increase from the one year stipulated in the prior agreement.

In line with its executive compensation philosophy, the Compensation Committee expressly designed the Performance-Based Award to: (i) drive the creation of long-term stockholder value, (ii) further strengthen the alignment of Mr. Reynal’s interests with those of long-term stockholders, and (iii) encourage the retention of Mr. Reynal for the next five to ten years.

Design of The Performance-Based Award

Features of the Performance-Based Award	Drives Exceptional Long- Term Stockholder Value Creation	Aligns Interests With Those of Long-term Stockholders	Encourages Retention
100% Performance-based Incentive
5-year Performance Period
Drives Robust Earnings Growth and Stockholder Value Creation
No Guaranteed Compensation
Payout Aligned with Value Creation
Distinct and Discrete Metrics
5-year Cliff-Vesting Performance-Contingent Stock Option Grant Extends Retentive Value and Performance Period
Change in Control (“CIC”) Provisions Protect Against Windfall Payouts and Require “Double Trigger” for Accelerated Vesting

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Components of Performance-Based Award

The Performance-Based Award has two components:

(i)

Performance Stock Units (PSUs) that vest only if the Company achieves earnings growth objectives and robust stockholder value creation and Mr. Reynal remains employed for at least five years. PSUs would be earned and vested based upon the Company achieving earnings growth objectives (the “Adjusted EPS PSUs”) and robust stockholder value creation (the “TSR PSUs”). In the event that the threshold Adjusted EPS CAGR Goal (as described below) is not achieved during the five-year performance period, the Adjusted EPS PSUs will be automatically forfeited. Similarly, should the TSR Target Price (as defined below) not be achieved during the five-year performance period, the TSR PSUs will automatically be forfeited.

(ii)

Stock Options would be granted only with respect to fiscal years 2022 through 2026 if, and only if, the Company’s Adjusted EPS growth (determined using the same standard used for the Adjusted EPS PSUs) in any such fiscal year is at least 12%, with any stock options granted in the following fiscal year on the same date on which the Company grants its annual long-term incentive plan awards to its senior executives.

Adjusted EPS PSUs: 75% of the PSUs (750,000 PSUs) are eligible to vest based on the level of compounded annual growth rate (“CAGR”) of the Company’s Adjusted EPS over the 5-year performance period beginning on January 1, 2022 and ending on December 31, 2026 (the “EPS Performance Period”) relative to the fiscal year 2021 Adjusted EPS baseline.

To increase the incentive and retentive value, each grant of stock options will have an exercise price equal to the closing price of the Company’s common stock on the date of grant, and will cliff vest on the fifth anniversary of the grant date, subject to Mr. Reynal’s continued employment through such respective vesting date.

Adj. EPS

CAGR Goals

# of PSUs

Eligible to Vest

≥10%

250,000

≥12%

500,000

≥15%

750,000

TSR PSUs: 25% of the PSUs (250,000) would be earned (but not vested) only if the TSR Target Price⁹ of $81.85 is achieved during the five-year period commencing on the date of grant (“TSR Performance Period”). If earned, the award vests at the end of TSR Performance Period only if Mr. Reynal has been continuously employed by the Company throughout the TSR Performance Period.

If the Adjusted EPS goal is not achieved, no stock options would be granted for that fiscal year under this component of the award.

The “TSR Target Price” of $81.85 is the absolute stock price equivalent to a five-year CAGR of 12% in the Company’s stock price from the Grant Date Stock Price to the end of the TSR Performance Period and is calculated as the sum of (i) the 60-day volume-weighted average closing price of the Company’s common stock, plus (ii) the cumulative value of any dividends paid during the TSR Performance Period through and including such date that equals or exceeds the TSR Target Price. The “Grant Date Stock Price” is $46.45, the 60-day volume weighted average closing price of the Company’s common stock immediately preceding the grant date.

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A discussion of the termination and Change in Control provisions of Mr. Reynal’s Performance-Based Award is provided later under “Compensation Discussion and Analysis – Treatment of Outstanding Equity Awards in the Event of Termination of Employment or Change in Control.”

Stockholder Engagement, “Say on Pay” Results and Frequency Vote

We value our stockholders’ perspectives on our business and each year proactively interact with investors through numerous engagement activities. In 2022, these included our annual stockholder meeting, quarterly earnings calls, and various investor conferences and meetings. In addition, in September 2022, we held our second annual sustainability conference call. Throughout 2022, management also proactively engaged directly with our top 50 stockholders with actively managed funds, representing approximately 80% of our stockholder base based on share ownership, through quarterly business updates, non-deal roadshows and investor conferences. This resulted in over 750 individual investor touchpoints with these stockholders where we were able to communicate Company strategy and long-term objectives and receive feedback from stockholders.

At the Company’s annual meeting in June 2021, when stockholders last voted on the advisory “say on pay” proposal, we received over 95% support for our executive compensation program. This vote outcome is consistent with the positive feedback we have continued to receive in discussions with our stockholders since then.

As part of its governance review, the Board and Committee considered whether it was appropriate to maintain a triennial say on pay vote, a frequency that was previously approved by stockholders when the Company’s predecessor was considered a “controlled company” (as defined under NYSE listing standards), or provide stockholders with an annual say on pay vote instead. Ultimately, the Board and Committee determined that holding an annual vote was beneficial in that it would provide more regular stockholder feedback on our executive compensation program. Further, the Board and Committee also decided to provide stockholders with an annual advisory vote starting in 2023, rather than waiting for 2024 when the next say on pay and say on pay frequency vote was required under SEC rules. Finally, reflecting its commitment to strong corporate governance, the Board also advanced the say on pay frequency vote from 2024 to 2023, and is recommending that stockholders support an annual say on pay vote (see Proposal No. 4).

What Guides Our Program

Executive Compensation Philosophy

Our executive compensation philosophy is centered on two key tenets and grounded in the following principles:

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Compensation Elements

Our compensation philosophy is supported by the following principal pay elements:

Element	Target Positioning vs. Market	Primary Objectives
Base Salary	At or below median	•	Attract and retain high-performing and experienced individuals
Base Salary	At or below median	•	Provide steady source of income
Annual Cash Incentives	At median	•	Motivate executives to achieve challenging short-term performance goals
Annual Cash Incentives	At median	•	Align with annual financial objectives
Long-Term Equity Incentives	Above the 50^th percentile	•	Align executives’ interests with those of stockholders
		•	Align with long-term business strategy
		•	Retain executive talent through multi-year vesting schedules
		•	Motivate sustainable performance that creates long-term value for stockholders
		•	Foster our Purpose and Values to build teams that think and act like owners

The following charts illustrate that a majority of NEO annual target total direct compensation (“TDC”) is performance-based. For our CEO, 89% of TDC is at risk with the vast majority delivered through long-term incentives. On average, at risk compensation for our other NEOs represents 76% of TDC.

Compensation Governance Practices and Policies

The Compensation Committee has adopted the following practices and policies reflecting what it believes to be a best practices approach to executive compensation.

What We Do		What We Don’t Do
	Significant Portion of Pay Focused on Long-Term Value Creation (72% for CEO, 56% for NEOs)		No Guaranteed Bonuses
	50% of Annual Long-Term Incentive Compensation in Performance-Vesting Equity Awards		No Tax Gross-Ups in Connection with Change-in-Control Severance
	Incentive Plan Goals Aligned with Stockholder Interests		No Executive Pensions
	Minimum one-year vesting on all equity awards		No Fixed-Term Employment Agreements

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What We Do		What We Don’t Do
	Market-Leading Stock Ownership and Retention Guidelines		No Stock Option Repricing
	Capped Incentive Opportunities		No Hedging of Company Stock
	Mitigation of Risk Through Compensation Risk Assessments
	Incentive Compensation Clawback Policy
	Independent Compensation Consultant

2022 Executive Compensation Program in Detail

Base Salary

Base salary is the only fixed component of NEO cash compensation. An NEO’s base salary is commensurate with the individual’s level of responsibility and provides them with a level of cash income predictability and stability. The Compensation Committee believes that base salaries for executives should reflect competitive levels of pay and factors unique to each executive such as experience and breadth of responsibilities, performance, individual skill set, time in the role and internal pay parity. Base salaries are reviewed annually or at other times when appropriate (for example, promotions, changes in job scope and/or responsibilities, etc.) and may be increased from time to time pursuant to such review.

Consistent with our philosophy to focus on long-term variable pay over fixed cash compensation, the Compensation Committee generally established 2022 base salary rates at or below the median of Peer Group salary levels. After maintaining base salaries for the majority of executive officers at 2020 rates in 2021 due to pandemic-related uncertainty, the Compensation Committee decided for 2022 to return to its normal course of market- and merit-based salary adjustments.

The following table reflects the base salary rates of our NEOs as of December 31, 2022:

NEO	Base Salary Rate as of 12/31/21	Base Salary Rate as of 12/31/22	% Increase
Vicente Reynal	$1,000,000	$1,100,000	10%
Vikram Kini	$500,000	$525,000	5%
Enrique Miñarro Viseras⁽¹⁾	$490,000	$505,000	2%
Andrew Schiesl	$500,000	$500,000	—%
Michael Weatherred	$415,000	$430,000	4%

(1)

Mr. Miñarro Viseras is based in Europe and compensated in Euros. His 2021 base salary was approved by the Compensation Committee at a rate of $490,000 USD per year, which, in an effort to eliminate any extreme fluctuation in exchange rates, was translated to €432,125 EUR at the 5-year average exchange rate as of December 31, 2020. His 2022 base salary was approved by the Compensation Committee at a rate of $505,000 USD per year and was translated to €439,470 EUR at the 5-year average exchange rate as of December 31, 2021. The percent increase for Mr. Miñarro Viseras reflects the calculation in local currencies to mute the impact of exchange rate fluctuations.

Annual Cash Bonus Opportunity

To tie a significant portion of their annual cash compensation to actual performance, each NEO is eligible for an annual cash bonus award under our Management Incentive Plan (“MIP”) based on the achievement of our financial goals for the Company and their respective business units against preset goals. Our MIP covers all managers above a certain level (including our NEOs), which includes more than 1,450 employees world-wide.

The MIP pays out to participants based on levels of performance against preset goals for financial metrics established by the Compensation Committee. To be eligible for a payout, a participant must be employed by the Company through the payment date or have an Approved Retirement (as defined below under “Potential Payments to Named Executive Officers upon Termination of Employment or Change in Control―Treatment of Outstanding Equity Awards in the Event of Termination of Employment or Change in Control―Equity awards granted 2018-2022”) on or after the end of the year but before the payment date.

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A target annual bonus opportunity, expressed as a percentage of an NEO’s base salary rate at year-end, is established annually and may be adjusted from time to time by the Compensation Committee in connection with a NEO’s promotion or performance. The table below shows the 2022 target annual cash bonus opportunities for each of the NEOs.

NEO			Target Bonus Opportunity (as a % of Salary)
Vicente Reynal			150%
Vikram Kini			85%
Enrique Miñarro Viseras			85%
Andrew Schiesl			75%
Michael Weatherred			75%

2022 Performance Measures.

For 2022, annual cash bonus awards for Corporate NEOs (Messrs. Reynal, Kini, Schiesl, and Weatherred) were based on the achievement of overall corporate performance. Mr. Miñarro Viseras’ annual cash bonus award was based in part on the achievement of overall Industrial Technologies and Services (“ITS”) group performance (excluding the power tools division) and in part on the achievement of Industrial Technologies and Services EMEIA (“ITS EMEIA”) performance to reflect his leadership of the ITS EMEIA business unit in 2022 and his ability to impact the overall ITS segment.

For 2022, 75% of our MIP structure was based on Adjusted EBITDA¹⁰ performance against preset goals that align with the Company’s budget. The Compensation Committee determined that an incentive design with a focus on Adjusted EBITDA was appropriate because it provides a reliable indicator of both our strategic growth and the strength of our overall financial results. As a balance to this profitability metric and in support of a focus on operational efficiency, the remaining 25% of the MIP structure was based on Net Operating Working Capital as a Percentage of Revenue.¹¹

For our Corporate NEOs, 100% of the MIP structure is determined based on total Company performance against the respective goals for both financial metrics. For our NEO at the ITS EMEIA business unit, Mr. Miñarro Viseras, performance against the Adjusted EBITDA financial metric is based 30% on the total ITS segment (excluding the power tools division), and 70% on the ITS EMEIA business unit, and performance against the Net Operating Working Capital as a Percentage of Revenue financial metric is based 100% on the ITS EMEIA business unit.

The following table details the MIP payout percentage associated with a corresponding performance level against the Adjusted EBITDA targets for our NEOs and against the Net Operating Working Capital as a Percentage of Revenue targets for our Corporate NEOs. The payout percentage for performance between such levels is determined on a linear basis:

Performance Level	Adjusted EBITDA Performance % of Target	Net Operating Working Capital % of Total Revenue*	Payout % of Target
Below Threshold	<90%	>18.3%	0%
Threshold	90%	18.3%	50%
Target	100%	17.4%	100%
Maximum	110%	16.3%	200%

*	Goals reflect Total Company figures that applied to Messrs. Reynal, Kini, Schiesl, and Weatherred. For Mr. Miñarro Viseras’ business unit, threshold, target, and maximum goals were 24.5%, 23.3%, and 22.0%, respectively.

10	Adjusted EBITDA represents net income (loss) before interest, taxes, depreciation and amortization, as further adjusted to exclude certain non-cash, nonrecurring and other adjustment items

11	Defined as Accounts Receivables and Contract Assets + Inventory (excluding LIFO) - Accounts Payable - Contract Liabilities

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As part of the terms of the MIP, the Compensation Committee has discretion to make plan adjustments to the MIP that can impact the award amount for some or all of the more than 1,450 participating employees. When such a plan adjustment is made, the impact of the adjustment is the same for all similarly situated participants including our NEOs.

For 2022, the Compensation Committee did not make a plan adjustment to the calculated MIP result for the Adjusted EBITDA portion (75% of MIP) of our program. However, after significant deliberation of the factors described below, the Compensation Committee determined it was appropriate to make a plan adjustment to payouts based on the Net Operating Working Capital as a Percentage of Revenue metric (25% of the MIP payouts) for participating corporate and ITS EMEIA employees. The Compensation Committee also determined, for the reasons discussed below, it was appropriate to make an additional plan adjustment to the overall payout for participating ITS EMEIA business unit employees.

The Company did not achieve threshold performance for the Net Operating Working Capital as a Percentage of Revenue metric for the Company or the ITS EMEIA business unit, and the formulaic payout factor in both cases was 0%. In reviewing whether this outcome was appropriate for all 563 participating corporate and ITS EMEIA employees, the Compensation Committee carefully considered multiple macroeconomic factors including extraordinary supply chain disruptions and the Company’s decision to increase inventory levels in order to successfully satisfy customer demand. The Compensation Committee also noted that these challenges were navigated while still generating positive free cash flow¹² each quarter. Ultimately, the Compensation Committee determined it was appropriate to adjust payouts for this component of the MIP to the threshold payout level for all participating corporate and ITS EMEIA employees (including our NEOs) given these factors were entirely beyond the control of the MIP participants and in light of the Company’s overall strong financial performance and strategic achievements during the year.

The Compensation Committee also determined that a further overall plan adjustment was appropriate for participating ITS EMEIA employees (including Mr. Miñarro Viseras) to reflect the extraordinary impacts on the region from the shutdown of our Russia-based operations as a fallout of the war in Ukraine. The Compensation Committee recognized that the ITS EMEIA business unit made the correct decision to exit Russia, which impacted overall ITS EMEIA performance disproportionally to the rest of the business.

Prior to the plan adjustment for corporate participants, the actual calculated MIP payout for our corporate employees resulted in a formulaic payout factor of 106% of target. After the adjustment, the overall payout factor for all participating corporate employees (including our Corporate NEOs) increased to 119%. Prior to the plan adjustments for the ITS EMEIA participants, the actual calculated MIP payout for our ITS EMEIA employees resulted in a formulaic payout factor of 67% of target. After the adjustments, the overall payout factor for all participating ITS EMEIA employees (including Mr. Miñarro Viseras) was increased to 95%, maintaining a payout below target level. The Compensation Committee believes that these adjustments are consistent with our compensation philosophy and in the best interests of our stockholders.

The following table sets forth our actual payout percentage with respect to each performance metric applicable to our NEOs and illustrates the annual cash incentive awards payable to our NEOs under the 2022 MIP in light of these performance results and the plan adjustments made by the Compensation Committee described above.

				Adjusted EBITDA (75%)		NWC % of Revenue (25%)
NEO	2022 Base Salary Rate	Target MIP %	Target MIP Amount	2022 % of Tgt Achieved	Calc’d Payout %	2022 Actual	Calc’d Payout %	Calc’d Payout Factor	Approved Payout Factor	2022 MIP Payout
Vicente Reynal	$1,100,000	150%	$1,650,000	104%	142%	19.8%	0%	106%	119%	$1,963,500
Vikram Kini	$525,000	85%	$446,250	104%	142%	19.8%	0%	106%	119%	$531,038
Enrique Miñarro Viseras⁽²⁾	$505,000	85%	$429,250	93%	90%	28.9%	0%	67%	95%	$408,458
Andrew Schiesl	$500,000	75%	$375,000	104%	142%	19.8%	0%	106%	119%	$446,250
Michael Weatherred	$430,000	75%	$322,500	104%	142%	19.8%	0%	106%	119%	$383,775

12	Defined as cash flows from operating activities less capital expenditures

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(1)

For Messrs. Reynal, Kini, Schiesl, and Weatherred, reflects achievement and calculated payout factors vs. targets for the Company. For Mr. Miñarro Viseras, reflects achievement and calculated payouts factors based 30% on the total ITS segment (excluding the power tools division), and 70% on the ITS EMEIA region.

(2)

Mr. Miñarro Viseras is based in Europe and compensated in Euros. Regardless of the prevailing exchange rate in effect at the actual time of payment, for consistency with the values reported in the “Summary Compensation Table,” all values have been converted to U.S. dollars at an exchange rate of 1.1491, which was the five-year average exchange rate as of December 31, 2021.

Long-Term Equity Incentive Awards

Annual PSU, RSU and Stock Option Awards

Our long-term incentive awards, established through our 2017 Omnibus Incentive Plan, are intended to drive executives to deliver strong stock performance, align our executives’ compensation with long-term value creation, and to attract and retain highly-qualified executives. The details of these awards are as follows:

•	50% in Performance Share Units (PSUs). The PSUs have a 3-year performance period that runs from January 1, 2022 through December 31, 2024 (the “Performance Period”) with the vesting of award based on Relative TSR vs. S&P 500 Industrials as follows:

○	Threshold Performance: 35th percentile ranking vs. index = 50% payout

○	Target Performance: 55th percentile ranking vs. index = 100% payout

○	Superior Performance: 75th (or greater) percentile ranking vs. index = 200% payout (capped)

To ensure better alignment of payouts with stockholder value creation, even if relative performance would have resulted in a payout above target, the payout under the PSUs is capped at target if the Company’s absolute TSR is negative.

TSR is calculated as the appreciation in the price per share of a company’s common stock during the Performance Period (assuming any dividends or distributions are reinvested), expressed as a percentage. Relative TSR is based on the percentile rank of the Company’s TSR against the TSRs of the companies and entities that, on January 1, 2022, comprised the S&P 500 Industrials.¹³

•	25% in Time-Vesting Restricted Stock Units (RSUs). RSUs vest in equal, annual installments over a four-year period.

•	25% in Time-Vesting Stock Options. Stock Options vest in equal, annual installments over a four-year period, and expire 10 years from the grant date.

Total target values for annual equity awards granted in 2022 for each NEO are shown below:

NEO	PSUs (50%)	RSUs (25%)	Stock Options (25%)
Vicente Reynal	$3,500,000	$1,750,000	$1,750,000
Vikram Kini	$700,000	$350,000	$350,000
Enrique Miñarro Viseras	$587,500	$293,750	$293,750
Andrew Schiesl	$550,000	$275,000	$275,000
Michael Weatherred	$425,000	$212,500	$212,500

Target annual equity award values were determined based on our competitive market analysis and our compensation philosophy, which calibrates award levels between market median and 75^th percentile. The awards do not vest until the vesting criteria and/or time periods are satisfied and actual value realized by executives is dependent on the stock price at the time of vesting thereby aligning payouts with the change in stockholder value.

If prior to the end of the Performance Period, a company or entity that is in the S&P 500 Industrials on January 1, 2022 ceases to publicly report a share price for the security used to determine the stock price at the beginning of the Performance Period, and such company or entity has not become “Insolvent” (as defined in the applicable award agreement), such company or entity will be excluded from the ranking. In addition, if a company or entity that is in the S&P 500 Industrials on January 1, 2022, becomes Insolvent prior to the end of the Performance Period, then such company or entity will be treated as having a cumulative TSR of negative one hundred percent (-100%).

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These grant amounts were translated into a target number of performance share units, restricted stock units and stock options by taking such dollar amount and dividing it by the per share or per option “fair value” that was used for reporting the compensation expense associated with the grant under applicable accounting guidance. This “fair value” was based in part on the per share closing price of our common stock on the NYSE on the date of grant.

CEO Performance-Based Leadership Equity Incentive Award

For a detailed discussion of the terms and conditions of the Performance-Based Award, please see “Compensation Discussion and Analysis – Executive Summary – Performance-Based Leadership Equity Incentive Award & New CEO Employment Agreement” above and “Compensation Discussion and Analysis – Treatment of Outstanding Equity Awards in the Event of Termination of Employment or Change in Control” below.

2023 Compensation Actions

2020-2022 PSU Award Certified in 2023

On February 13, 2023, the Compensation Committee certified that the TSR performance for the 2020-2022 performance period was 55%, which placed the Company in the 78^th percentile of S&P 500 companies (which was the comparator group for TSR measurement approved at the time of grant), resulting in a maximum payout of 200% of target. The PSUs resulting from this performance vested on February 13, 2023 with respect to each NEO as shown below:

NEO	Target # PSUs Granted in 2020	2020-22 PSU Payout Factor	# PSUs Earned at 2022YE (Distributed in 2023)
Vicente Reynal	120,546	200%	241,092
Vikram Kini	17,864	200%	35,728
Enrique Miñarro Viseras	17,992	200%	35,984
Andrew Schiesl	17,092	200%	34,184
Michael Weatherred	12,594	200%	25,188

MIP Design Change

For the year 2023, we made two changes to our MIP performance metrics. First, for corporate managers (including our corporate NEOs) we moved from Adjusted EBITDA as a metric (75% of total MIP opportunity for corporate managers) to adjusted earnings per share (“Adjusted EPS”). Adjusted EBITDA remained the earnings metric for business unit managers (including Mr. Miñarro Viseras). Second, the Net Working Capital Percent of Revenue metric (25% of the total MIP opportunity for all participating managers) was replaced with Free Cash Flow for corporate managers (including or corporate NEOs) and was replaced with “Business Operating Cash Flow” for business unit managers (including Mr. Miñarro Viseras). “Business Operating Cash Flow” is defined as Adjusted EBITDA less change in Net Working Capital less Capex.

We believe these changes to our MIP better incentivize the activities by our managers that drive long-term shareholder value creation and better align our executives’ focus with those of our stockholders.

New Miñarro Viseras Employment Agreement

In connection with the change in his role to senior vice president & general manager, Global Precision and Science Technologies, in April 2023, we entered into a new employment agreement with Mr. Miñarro Viseras, effective April 3, 2023 (the “New Miñarro Viseras Employment Agreement”). The material terms of the New Miñarro Viseras Employment Agreement are described under “Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards in 2022—Summary of NEO Offer Letters and Employment Agreements—Employment Agreements with Mr. Miñarro Viseras” below.

CEO Performance-Conditioned Stock Options Certified in 2023

For fiscal year 2022, the Company achieved adjusted EPS (as defined in the Performance-Based Award) growth of more than 12% over such adjusted EPS in 2021. As a result, in February 2023 the Compensation Committee certified that the first tranche of the CEO’s performance-conditioned stock options had been earned, and on February 23, 2023, Mr. Reynal was awarded stock options to purchase 100,000 shares. These stock options cliff-vest on February 22, 2028, creating significant retention value.

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The Decision-Making Process

The Compensation Committee oversees the executive compensation program for our NEOs. The Compensation Committee works closely with its independent consultant and management to examine the effectiveness of the Company’s executive compensation program throughout the year. For additional information regarding the Compensation Committee, see “The Board of Directors and Certain Governance Matters―Board Committees and Meetings―Compensation Committee.”

The Role of the Compensation Committee. The Compensation Committee ensures that the executive compensation program supports the Company’s business goals and aligns with stockholder interests. The Compensation Committee annually reviews NEO compensation levels by considering various factors, including:

•	The relative importance of each NEO’s role and responsibilities

•	How the NEO has performed relative to these roles and responsibilities

•	Compensation practices of Peer Group companies (as defined below)

•	Overall company performance

•	Retention and succession considerations

The Role of Management. Our CEO makes recommendations to the Compensation Committee regarding compensation for the executive officers other than himself. No member of management participates in discussions with the Compensation Committee regarding his or her own compensation.

The Role of the Independent Consultant. The Compensation Committee has retained Pearl Meyer & Partners, LLC (“Pearl Meyer”), a compensation consulting firm, to assist it in evaluating the elements and levels of our executive compensation, including base salaries, annual cash incentive awards and equity-based incentives for our executive officers. In April 2023, the Compensation Committee determined that Pearl Meyer is independent from management and that Pearl Meyer’s work has not raised any conflicts of interest. Pearl Meyer reports directly to the Compensation Committee and the Compensation Committee has the sole authority to approve Pearl Meyer’s compensation and may terminate the relationship at any time.

During 2022, the Compensation Committee directed Pearl Meyer to provide its expertise and analysis on a variety of topics, including competitive market assessment for executive and non-employee director compensation levels, compensation peer group review, review of governance matters pertaining to executive and employee compensation, the structure of short- and long-term incentive programs, and the development of Mr. Reynal’s Performance-Based Award.

Peer Group. The Compensation Committee believes it is important to understand current trends in compensation practices and pay levels for companies that are comparable to Ingersoll Rand. To assist the Compensation Committee in this analysis, the Compensation Committee, together with its independent consultant and input from management, develops a compensation Peer Group of comparable companies against which it performs benchmarking (the “Peer Group”).

The Compensation Committee, together with its independent compensation consultant and input from management, developed a compensation Peer Group of 13 companies. Companies chosen are comparable in revenue and enterprise value to the Company, as the Compensation Committee believes revenue and enterprise value are key determinants of compensation levels. Companies selected generally have revenue of 0.5x - 2x of Ingersoll Rand’s revenue and enterprise value. In addition to size, companies are in comparable industries where we compete for executive talent. After taking these considerations into account, the Compensation Committee decided to use the following Peer Group to help set compensation levels for 2022:

AMETEK, Inc.	Avery Dennison Corporation	Celanese Corporation
Dover Corporation	Flowserve Corporation	Fortive Corporation
IDEX Corporation	Mettler-Toledo International, Inc.	Oshkosh Corporation
Parker-Hannifin Corporation	Pentair Plc	Rockwell Automation, Inc.
Xylem, Inc.

The Compensation Committee does not rely solely on data from the Peer Group in establishing compensation levels and practices, but uses it to support the implementation of the Company’s compensation

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philosophy and the application of the factors described above when setting executive compensation. Given the Company’s focus on delivering long-term value creation for our stockholders, the Compensation Committee generally targets cash compensation of the NEOs at or below the median of the Peer Group and long-term equity incentive compensation greater than the 50^th percentile of the Peer Group. Additionally, the Compensation Committee may also consider survey compensation data based on companies of similar size to Ingersoll Rand.

In 2022, during its annual review of the Peer Group, the Compensation Committee, using similar criteria as to what is highlighted above, adopted the following 12 company Peer Group for 2023 compensation actions:

AMETEK, Inc.	Dover Corporation	Flowserve Corporation
Fortive Corporation	IDEX Corporation	Illinois Tool Works*
Mettler-Toledo International, Inc.	Nordson Corporation*	Parker-Hannifin Corporation
Pentair Plc	Rockwell Automation, Inc.	Xylem, Inc.

*	Added to the Peer Group in 2022. Avery Dennison Corporation, Celanese Corporation, and Oshkosh Corporation were removed.

Other Compensation Practices and Policies that Align Our NEOs to Our Stockholders

Stock Ownership and Retention Policy

To align the interests of our management and directors with those of our long-term stockholders, the Board of Directors concluded that certain of our executives (the “Covered Executives”) and non-employee directors should have a significant financial stake in the Company’s stock. To further that goal, we implemented market-leading stock ownership guidelines (the “Guidelines”) in 2017, the year we completed our initial public offering. The Covered Executives and non-employee directors are required to hold a specific level of equity ownership as outlined below.

Covered Executives: The Guidelines apply to the Covered Executives in three tiers. The stock ownership levels under the Guidelines, expressed as a multiple of the Covered Executive’s annual base salary rate as of January 1^st of the year, are as follows:

Tier	Covered Executives	Multiple of Salary
Tier One	Chief Executive Officer	10x Salary
Tier Two	Chief Financial Officer and General Counsel	5x Salary
Tier Three	P&L and Corporate Leaders	3x Salary

Retention Requirement: There is no required time period within which a Covered Executive must attain the applicable stock ownership level under the Guidelines. However, until the applicable ownership level is achieved, Covered Executives must retain 75% of net shares granted to them. Once the ownership guideline is met, Covered Executives must retain 30% of net shares granted to them. This requirement drops to 20% for a Covered Executive upon the earlier of a (1) such Covered Executive reaching the age of 55 and (2) such covered executive achieving 10 years of service with the Company. The requirement terminates upon the earlier of (1) such Covered Executive reaching the age of 60 and (2) such covered executive achieving 15 years of service with the Company.

The shares counted toward these ownership requirements include shares owned outright and vested stock options. The retention requirement applies to all prior and future grants. These ownership requirements are set at levels that the Company believes are robust given the Covered Executives’ respective salaries and responsibilities.

Non-Employee Directors: Our non-employee directors are required to hold 75% of net shares granted to them under our benefit plans until they own equity equal to five times their annual cash retainers. Once the ownership guideline is met, directors must retain 30% of the net shares granted to them under our benefit plans until their retirement.

As of January 1, 2023, all of our NEOs and then serving directors who were with the Company for at least one year were in compliance with the applicable stock ownership requirements under the Guidelines.

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Hedging and Pledging Policies

The Company’s Securities Trading Policy requires executive officers and directors to consult the Company’s General Counsel prior to engaging in transactions involving the Company’s securities. The Company’s Securities Trading Policy prohibits directors and executive officers from hedging or monetization transactions including, but not limited to, through the use of financial instruments such as exchange funds, variable forward contracts, equity swaps, puts, calls, and other derivative instruments, or through the establishment of a short position in the Company’s securities. The Company’s Securities Trading Policy limits the pledging of Company securities to those situations approved by the Company’s General Counsel.

Incentive Compensation Clawback Policy

We have adopted a clawback policy for incentive compensation. The Compensation Committee determined that it may be appropriate to recover annual and/or long-term incentive compensation in specified situations. Under the policy, if the Compensation Committee determines that incentive compensation of its current and former Section 16 officers (or any other employee designated by the Board or the Compensation Committee) was overpaid, in whole or in part, as a result of a restatement of the reported financial results of the Company or any of its segments due to material non-compliance with financial reporting requirements (unless due to a change in accounting policy or applicable law), then the Compensation Committee will determine, in its discretion, whether to seek to recover or cancel any overpayment of incentive compensation paid or awarded during the three-year period preceding the date on which the Company is required to prepare the restatement.

Other Benefits

While our compensation philosophy is to focus on performance-based forms of compensation while providing only minimal executive benefits and perquisites, we provide to all our employees, including our NEOs, broad-based employee benefits that are intended to attract and retain employees while providing them with retirement and health and welfare security. These include:

•	a 401(k) savings plan;

•	medical, dental, vision, life and disability insurance coverage; and

•	dependent care and healthcare flexible spending accounts.

401(k) Plan

Our U.S. eligible employees, including our NEOs other than Mr. Miñarro Viseras, participate in the Ingersoll Rand Retirement Savings Plan (the “401(k) plan”), which is a tax-qualified retirement savings plan. Eligible employees hired on and after January 1, 2014, are automatically enrolled in the 401(k) plan to make pre-tax salary contributions, unless they decline participation. Under the 401(k) plan, we match 100% of the first 6% of a participant’s eligible pre-tax and/or Roth salary contributions, subject to all IRS annual limits and plan limitations. Participants are 100% vested in employee salary contributions and Company matching contributions. 401(k) plan participants may elect to contribute up to 85% of their annual eligible compensation (either through pre-tax or Roth contributions), subject to annual IRS and plan limitations.

Supplemental Defined Contribution Plan

In addition to the 401(k) plan, U.S. employees with a salary band of 8 or higher (generally senior directors and above), including the NEOs other than Mr. Miñarro Viseras, are eligible to participate in the Ingersoll Rand Supplemental Defined Contribution Plan (the “Supplemental Contribution Plan”), which is funded through a Rabbi Trust. This Supplemental Contribution Plan is intended to permit Company matching contributions on eligible participant compensation contributions to the Supplemental Contribution Plan in excess of the annual limitations imposed by the IRS on our tax-qualified 401(k) plan.

Eligible employees may contribute up to 50% of their salary and/or eligible annual bonus compensation to the Supplemental Contribution Plan. Under the Supplemental Contribution Plan, after an eligible employee exceeds the annual IRS pre-tax/Roth contribution limits and the annual catch up contribution limit for participants age 50 and older or compensation limit under the 401(k) plan, we match 100% of the first 6% of a

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participant’s further eligible contributions to the Supplemental Contribution Plan. Company matching contributions under the Supplemental Contribution Plan are contributed to the Rabbi Trust in the form of cash rather than our common stock. All employee and Company matching contributions under the Supplemental Contribution Plan are fully vested immediately.

Limited Perquisites

Executive perquisites are not part of our general compensation philosophy; however, we provide limited perquisites and personal benefits that are not generally available to all employees when necessary to attract top talent. For instance, beginning in 2021, certain of our senior executives, including each of the NEOs, are eligible for a tax and financial planning benefit, under which participating executives are reimbursed for qualified services (up to $10,000 per year) and participation in our executive physical program.

In addition, from time to time, we may set forth additional perquisites in offer letters or employment agreements we enter into with our executive officers. These arrangements are discussed under “Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards in 2022—Summary of NEO Offer Letters and Employment Agreements.” For example, in 2022, per their respective employment agreements, Mr. Reynal was entitled to limited personal use of Company-leased aircraft, and Mr. Miñarro Viseras was entitled to use of a company car.

Severance and Change in Control Agreements

The Company believes that reasonable and appropriate severance and change in control benefits are necessary in order to be competitive in the Company’s executive attraction and retention efforts. As discussed below, the offer letters we enter into with our NEOs provide for certain payments, rights and benefits to the NEOs upon an involuntary termination of employment without “cause” or a termination by the NEO for “good reason” (as such terms are defined in “Potential Payments to Named Executive Officers Upon Termination of Employment or Change in Control-Severance Arrangements and Restrictive Covenants” below). In addition, our equity award agreements provide for accelerated vesting upon a change in control in certain circumstances and upon certain qualifying terminations of employment, as more fully described above under “―Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards in 2022―Terms of Equity Awards.”

Risk Management and Mitigation of Compensation Policies and Practices

The Compensation Committee has reviewed our incentive compensation programs, discussed the concept of risk as it relates to our compensation program, considered various mitigating factors, and reviewed these items with its independent consultant, Pearl Meyer. In addition, the Compensation Committee asked Pearl Meyer to conduct an independent risk assessment of our executive and other compensation programs. Based on these reviews and discussions, the Compensation Committee does not believe our compensation program creates risks that are reasonably likely to have a material adverse effect on our business.

For the foregoing reasons, the Compensation Committee has concluded that the programs by which our executives are compensated strike an appropriate balance between short-term and long-term compensation and incentivize our executives to act in a manner that prudently manages enterprise risk.

Employment Agreements

We entered into offer letters setting forth initial compensation and benefits, as well as severance terms, with Messrs. Reynal, Schiesl and Weatherred at the time of their initial employment. In addition, we entered into an employment agreement with Mr. Miñarro Viseras in October 2018 in connection with our competitive review of executive officer compensation. As previously noted, we entered into a new employment agreement with Mr. Reynal in September 2022. We also entered into a new employment agreement with Mr. Miñarro Viseras effective April 3, 2023 (the “New Miñarro Viseras Employment Agreement”). Full descriptions of the material terms of the employment agreement with Messrs. Reynal, the employment agreement with Mr. Miñarro Viseras in effect on December 31, 2022 and the New Miñarro Viseras Employment Agreement, and the offer letters with Messrs. Schiesl and Weatherred are presented below in “―Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards in 2022.”

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Summary Compensation Table

The following table provides summary information concerning compensation of our NEOs for services rendered to us during the years indicated.

Name and Principal Position	Year	Salary ($)⁽¹⁾	Bonus ($)⁽²⁾	Stock Awards ($)⁽³⁾⁽⁴⁾	Option Awards ($)⁽³⁾	Non-Equity Incentive Plan Compensation ($)⁽⁵⁾	All Other Compensation ($)⁽⁶⁾	Total ($)
Vicente Reynal, Chairman, President and Chief Executive Officer	2022	1,075,000	―	49,547,938	1,749,996	1,963,500	169,523	54,505,957
	2021	1,000,000	―	5,779,046	1,674,995	2,730,000	183,524	11,367,565
	2020	861,358	843,150	6,932,600	1,674,996	1,500,000	561,723	12,373,829
Vikram Kini, SVP and Chief Financial Officer	2022	518,750	―	1,185,766	349,991	531,038	90,115	2,675,660
	2021	487,500	122,455	948,750	274,995	773,500	119,806	2,727,006
	2020	340,562	247,455	880,887	249,994	286,475	46,886	2,052,258
Enrique Miñarro Viseras, SVP and GM, Global Precision and Science Technologies⁽⁷⁾	2022	502,885	―	995,221	293,747	408,458	30,414	2,230,725
	2021	481,304	―	948,750	274,995	538,123	78,026	2,321,198
	2020	396,782	388,430	1,034,720	249,998	393,863	89,626	2,553,419
Andrew Schiesl, SVP, General Counsel, Chief Compliance Officer and Secretary	2022	500,000	―	931,610	274,985	446,250	108,427	2,261,272
	2021	500,000	―	819,380	237,486	682,500	63,103	2,302,469
	2020	437,083	375,000	982,961	237,493	375,000	1,026,939	3,434,476
Michael Weatherred, SVP, IR Execution Excellence (IRX) and Business Excellence	2022	426,250	―	719,903	212,488	383,775	83,983	1,826,399
	2021	415,000	―	603,721	174,989	566,475	39,811	1,799,996
	2020	357,796	311,000	724,281	174,999	311,250	86,799	1,966,125

(1)	Reflects the salary amounts earned by our NEOs in the years indicated.

(2)

Amounts shown for 2020 reflect one-time bonuses made in recognition of extraordinary efforts related to the Merger and integration as discussed in last year’s proxy statement. In addition, with respect to Mr. Kini, the amount shown for 2021 reflects the portion of a retention and relocation bonus earned in 2021 that was awarded to him in 2019 to encourage him to relocate to the Charlotte area after the Merger.

(3)

Represents the aggregate grant date fair value of the awards computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation - Stock Compensation (“FASB ASC Topic 718”), using the assumptions discussed in Note 16: “Stock-Based Compensation Plans” of the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2022. Amounts presented in the Stock Awards column for 2021 and 2020 have been recalculated to conform to the methodology utilized in 2022. The maximum value as of the grant date of performance stock units awarded in 2022 is as follows: Mr. Reynal: $51,976,972 ($8,357,972 relates to Mr. Reynal’s annual PSU award, $7,334,000 relates to his special TSR PSU award and $36,285,000 relates to his special Adjusted EPS PSU award); Mr. Kini: $1,671,594; Mr. Miñarro Viseras: $1,402,947; Mr. Schiesl: $1,313,314; and Mr. Weatherred: $1,014,874.

(4)

For Mr. Reynal, the Stock Awards in 2022 include $43,619,000 in performance-based restricted stock units granted to him as part of the one-time Performance-Based Award, which vest only upon meeting certain performance criteria and Mr. Reynal remaining with the Company long-term. As described more fully in “Executive Summary - Performance-Based Leadership Equity Incentive Award & New CEO Employment Agreement,” the Performance-Based-Award is a one-time extraordinary award designed by the Compensation Committee to (i) drive the creation of long-term stockholder value, (ii) further strengthen the alignment of Mr. Reynal’s interests with those of long-term stockholders, and (iii) encourage the retention of Mr. Reynal for the next five to ten years.

(5)	Amounts shown for 2022 reflect amounts earned under our 2022 MIP.

(6)	Amounts reported under All Other Compensation for 2022 reflect the following:

Name	Matching Contributions ($)(a)	Company Paid Life Insurance Premiums ($)	Tax Preparation and Financial Planning Services ($)	Personal Use of Company Aircraft ($)	Other ($)(b)	Total Other Compensation ($)
Vicente Reynal	82,800	1,404	26,025	53,009	6,285	169,523
Vikram Kini	89,413	702	―	―	―	90,115
Enrique Miñarro Viseras	―	687	9,733	―	19,994	30,414
Andrew Schiesl	97,725	702	10,000	―	―	108,427
Michael Weatherred	73,400	583	10,000	―	―	83,983

(a)	Reflects Company matching contributions in the tax-qualified 401(k) Plan and the non-tax-qualified Supplemental Contribution Plan.

(b)	For Mr. Reynal, reflects reimbursement of executive physical expenses not covered by insurance. For Mr. Miñarro Viseras, reflects actual Company expenditures for use, including business use, of a Company car, including expenditures for the car lease and gas.

(7)

Mr. Miñarro Viseras served as senior vice president and general manager of the Industrial Technologies and Services, Europe, Middle East, India and Africa (EMEIA) business unit of the Company until April 10, 2023. Mr. Miñarro Viseras is based in Europe and compensated in Euros. We converted his 2022 cash compensation, his amounts earned under our 2022 MIP, and amounts shown in the “All Other Compensation” column for him to U.S. dollars at an exchange rate of 1.1491, which was the five-year average exchange rate as of December 31, 2021.

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Grants of Plan-Based Awards in 2022

		Estimated Possible Payouts under Non-Equity Incentive Plan Awards⁽¹⁾			Estimated Future Payouts Under Equity Incentive Plan Awards⁽²⁾			All Other Stock Awards: Number of Shares of Stock or Units⁽³⁾ (#)	All Other Option Awards: Number of Securities Underlying Options⁽⁴⁾ (#)	Exercise or Base Price of Option Awards ($)	Grant Date Fair Value of Stock and Option Awards ($)⁽⁵⁾
Name	Grant Date	Threshold ($)	Target ($)	Maximum ($)	Threshold (#)	Target (#)	Maximum (#)			Exercise or Base Price of Option Awards ($)
Vicente Reynal		206,250	1,650,000	3,300,000
	2/22/22				32,963	65,925	131,850				4,178,986
	2/22/22							32,962			1,749,953
	2/22/22								82,547	$53.09	1,749,996
	9/1/22⁽⁶⁾					250,000					12,095,000
	9/1/22⁽⁶⁾					250,000					12,095,000
	9/1/22⁽⁶⁾					250,000					12,095,000
	9/1/22⁽⁶⁾					250,000					7,334,000

Vikram Kini		55,781	446,250	892,500
	2/22/22				6,593	13,185	26,370				835,797
	2/22/22							6,592			349,969
	2/22/22								16,509	$53.09	349,991

Enrique Miñarro Viseras		53,656	429,250	858,500
	2/22/22				5,533	11,066	22,132				701,474
	2/22/22							5,533			293,747
	2/22/22								13,856	$53.09	293,747

Andrew Schiesl		46,875	375,000	750,000
	2/22/22				5,180	10,359	20,718				656,657
	2/22/22							5,179			274,953
	2/22/22								12,971	$53.09	274,985

Michael Weatherred		40,313	322,500	645,000
	2/22/22				4,003	8,005	16,010				507,437
	2/22/22							4,002			212,466
	2/22/22								10,023	$53.09	212,488

(1)

Reflects the possible payouts of cash incentive compensation under the 2022 MIP. The actual amounts earned are described in the “Non-Equity Incentive Plan Compensation” column of the “Summary Compensation Table.” Mr. Miñarro Viseras is based in Europe and compensated in Euros. His Estimated Possible Non-Equity Incentive Plan Payout amounts were converted to U.S. dollars at an exchange rate of 1.1491, which was the 5-year average exchange rate as of December 31, 2021.

(2)

Reflects performance stock units granted under our 2017 Omnibus Incentive Plan. With respect to awards granted in February 2022, the actual earned award may range from 0% to 200% based on performance over a three-year performance period ending December 31, 2024. Vesting conditions and other key terms of these awards are discussed in more detail above under “Compensation Discussion and Analysis - 2022 Executive Compensation Program in Detail - Long-Term Equity Incentive Awards.” For Mr. Reynal, awards granted on September 1, 2022 reflect “Adjusted EPS PSUs” and “TSR PSUs,” respectively, as discussed in more detail under “Compensation Discussion and Analysis - 2022 Executive Compensation Program in Detail - CEO Performance-Based Leadership Equity Incentive Award.” There are no threshold or maximum payout levels applicable to Mr. Reynal’s Performance-Based Award.

(3)	Reflects RSUs granted under our 2017 Omnibus Incentive Plan. Vesting conditions and other key terms of these awards are discussed in more detail above under “Compensation Discussion and Analysis - 2022 Executive Compensation Program in Detail - Long-Term Equity Incentive Awards.”

(4)	Reflects stock options granted under our 2017 Omnibus Incentive Plan. Vesting conditions and other key terms of these awards are discussed in more detail above under “Compensation Discussion and Analysis - 2022 Executive Compensation Program in Detail - Long-Term Equity Incentive Awards.”

(5)

Represents the grant date fair value of the awards computed in accordance with FASB ASC Topic 718, using the assumptions discussed in Note 16: “Stock-Based Compensation Plans” of the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2022. The stock options have an exercise price per share equal to the closing price of the Company's common stock as reported on the NYSE on the date of grant.

(6)

Represents performance-based restricted stock units granted to Mr. Reynal as part of the one-time Performance-Based Award, which vest only upon meeting certain performance criteria and Mr. Reynal remaining with the Company long-term. As described more fully in “Executive Summary - Performance-Based Leadership Equity Incentive Award & New CEO Employment Agreement,” the Performance-Based-Award is a one-time extraordinary award for Mr. Reynal designed by the Compensation Committee to (i) drive the creation of long-term stockholder value, (ii) further strengthen the alignment of Mr. Reynal’s interests with those of long-term stockholders, and (iii) encourage the retention of Mr. Reynal for the next five to ten years.

Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards in 2022

Summary of NEO Offer Letters and Employment Agreements

In general, the Company historically has entered into offer letters with its executive officers in lieu of employment agreements. However, as previously discussed, we did enter into an employment agreement with Mr. Reynal in September 2022. We also entered into an employment agreement with Mr. Miñarro Viseras in

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October 2018, and a new employment agreement in April 2023. Descriptions of the offer letters we entered into with Messrs. Reynal, Schiesl, and Weatherred, and the employment agreement with Mr. Reynal and the employment agreements with Mr. Miñarro Viseras are provided below.

Employment Agreement with Mr. Reynal

Effective September 1, 2022, the Compensation Committee approved a new employment agreement with Mr. Reynal. The employment agreement, which supersedes Mr. Reynal’s prior offer letter with the Company (the “Prior Agreement”), provides for an initial term of five years (with automatic one-year renewals), an annual base salary of $1,100,000 (which is an increase of $100,000 from his annual base salary in 2021), an annual target bonus of 150% of annual base salary (which target bonus remains unchanged from the Prior Agreement) and eligibility for the performance-conditioned stock option grants described above under “Executive Summary - Performance-Based Leadership Equity Incentive Award & New CEO Employment Agreement.”

Under the Employment Agreement, Mr. Reynal’s severance entitlements for a termination by the Company without “Cause” or his resignation for “Good Reason” (each as defined in the Employment Agreement) remain unchanged from the Prior Agreement and are discussed below under “Potential Payments to Named Executive Officers upon Termination of Employment or Change in Control.” The Employment Agreement also provides that Mr. Reynal may make personal use of the aircraft leased by the Company for an amount of time that does not result in the Company incurring more than $200,000 in aggregate incremental costs per year.

In addition, in exchange for entering into the Employment Agreement and receiving the Performance-Based Award, the post-termination non-competition, non-solicitation of clients and non-solicitation of employees covenants increased from 12 months under the Prior Agreement to 24 months.

Employment Agreements with Mr. Miñarro Viseras

The employment agreement the Company entered into with Mr. Miñarro Viseras on October 22, 2018 (the “Miñarro Viseras Employment Agreement”) provided that Mr. Miñarro Viseras was entitled to receive a base salary of €330,000, was eligible to participate in the annual MIP with an award opportunity of up to 45% of his base salary, and was eligible to participate in our Management Equity Program. In addition, under the Miñarro Viseras Employment Agreement, in 2022, Mr. Miñarro Viseras was entitled to use of a company car and was also covered under the standard group accident insurance of the Company.

On April 10, 2023, we entered into the New Miñarro Viseras Employment Agreement, effective April 3, 2023, in connection with the appointment of Mr. Miñarro Viseras to the position of senior vice president and general manager, Global Precision and Science Technologies. Pursuant to the New Miñarro Viseras Employment Agreement, Mr. Miñarro Viseras will receive a base salary of $540,000 and continued entitlement to use of a company car. Under the New Miñarro Viseras Employment Agreement, we are required to provide Mr. Miñarro Viseras with six months’ notice in the event of his termination, and we have the option to place him on garden leave during all or part of his notice period immediately until the date of termination provided we continue to pay him his full pay and benefits during such notice period. The New Miñarro Viseras Employment Agreement subjects Mr. Miñarro Viseras to non-competition, non-solicitation of clients and non-solicitation of employees covenants that apply during his employment, notice period, as well as for six months following termination of employment (or the start of garden leave, if sooner). Mr. Miñarro Viseras is entitled to continue to receive his base salary during the six-month post-termination restriction period as consideration for such covenants, which amount must be repaid by him if he violates the restrictive covenants. The New Miñarro Viseras Employment Agreement otherwise has terms that are materially consistent with his prior employment agreement.

Offer Letter with Mr. Schiesl

The Company entered into an offer letter with Mr. Schiesl, dated November 25, 2013 (the “Schiesl Offer Letter”). The Schiesl Offer Letter provides that Mr. Schiesl is entitled to receive a base salary of $450,000 and is eligible to participate in the annual MIP with a target award opportunity of 75% of his base salary.

Mr. Schiesl is also eligible to participate in the Company’s 401(k), Supplemental Contribution, medical, dental, life insurance and disability plans, along with a comprehensive wellness program.

The Schiesl Offer Letter also contains severance arrangements, which are discussed below under “Potential Payments to Named Executive Officers upon Termination of Employment or Change in Control.”

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Offer Letter with Mr. Weatherred

The Company entered into an offer letter with Mr. Weatherred, dated April 30, 2018 (the “Weatherred Offer Letter”), in connection with his appointment as Vice President, Gardner Denver Operating System. The Weatherred Offer Letter provides that Mr. Weatherred is entitled to receive an annual base salary of $345,000, and to participate in the Company’s Management Incentive Plan with an annual target award opportunity of 50% of his annual base salary. Mr. Weatherred was eligible to participate in the Company’s long-term incentive plan with a target annual equity grant opportunity equal to $275,000.

The Weatherred Offer Letter also contains severance arrangements, which are discussed below under “Potential Payments to Named Executive Officers upon Termination of Employment or Change in Control.”

Outstanding Equity Awards at 2022 Fiscal Year End

	Option Awards					Stock Awards
Name	Grant Date	Number of Securities Underlying Options (#) Exercisable⁽¹⁾	Number of Securities Underlying Options (#) Unexercisable⁽²⁾	Option Exercise Price ($)	Option Expiration Date	Number of Shares of Stock That Have Not Vested (#)⁽³⁾	Market Value of Shares That Have Not Vested ($)⁽⁴⁾	Equity Incentive Plan Awards: Number of Unearned Units That Have Not Vested (#)	Market Value of Shares of Stock That Have Not Vested ($)⁽⁴⁾
Vicente Reynal	5/24/15	438,486	―	$10.61	5/24/25
	5/24/15	258,488	―	$10.61	5/24/25
	5/10/16	292,702	―	$10.61	5/10/26
	5/10/16	292,701	―	$10.61	5/10/26
	2/22/18	106,761	35,588	$32.06	2/22/28	15,596	$814,891
	2/21/19	165,106	55,036	$27.05	2/21/29	20,102	$1,050,330
	3/6/20	85,459	85,459	$27.79	3/6/30	30,137	$1,574,658	241,092⁽⁵⁾	$12,597,057
	2/23/21	23,276	69,831	$45.58	2/23/31	27,561	$1,440,062	146,994⁽⁶⁾	$7,680,437
	2/22/22	―	82,547	$53.09	2/22/32	32,962	$1,722,265	131,850⁽⁷⁾	$6,889,163
	9/1/22							250,000⁽⁸⁾	$13,062,500
	9/1/22							250,000⁽⁸⁾	$13,062,500
	9/1/22							250,000⁽⁸⁾	$13,062,500
	9/1/22							250,000⁽⁹⁾	$13,062,500
Vikram Kini	3/19/14	84,576	―	$8.16	3/19/24
	3/19/14	84,577	―	$8.16	3/19/24
	12/9/16	7,066	―	$11.43	12/9/26
	12/9/16	7,066	―	$11.43	12/9/26
	2/22/18	10,676	3,559	$32.06	2/22/28	1,560	$81,510
	2/21/19	15,182	5,061	$27.05	2/21/29	1,849	$96,610
	3/6/20	5,102	5,102	$27.79	3/6/30	1,799	$93,998	14,392⁽⁵⁾	$751,982
	6/30/20	6,660	6,661	$28.12	6/30/30	2,667	$139,351	21,336⁽⁵⁾	$1,114,806
	2/23/21	3,821	11,465	$45.58	2/23/31	4,525	$236,431	24,132⁽⁶⁾	$1,260,897
	2/22/22	―	16,509	$53.09	2/22/32	6,592	$344,432	26,370⁽⁷⁾	$1,377,833
Enrique Miñarro Viseras	5/10/16	13,607	―	$10.61	5/10/26
	5/10/16	68,037	―	$10.61	5/10/26
	2/22/18	13,345	4,449	$32.06	2/22/28	1,950	$101,888
	9/11/18	22,361	―	$26.18	9/11/28
	2/21/19	18,978	6,326	$27.05	2/21/29	2,311	$120,750
	3/6/20	12,755	12,755	$27.79	3/6/30	4,498	$235,021	35,984⁽⁵⁾	$1,880,164
	2/23/21	3,821	11,465	$45.58	2/23/31	4,525	$236,431	24,132⁽⁶⁾	$1,260,897
	2/22/22	―	13,856	$53.09	2/22/32	5,533	$289,099	22,132⁽⁷⁾	$1,156,397
Andrew Schiesl	2/22/18	18,015	6,006	$32.06	2/22/28	2,632	$137,522
	2/21/19	27,517	9,173	$27.05	2/21/29	3,351	$175,090
	3/6/20	12,117	12,117	$27.79	3/6/30	4,273	$223,264	34,184⁽⁵⁾	$1,786,114
	2/23/21	3,300	9,901	$45.58	2/23/31	3,908	$204,193	20,842⁽⁶⁾	$1,088,995
	2/22/22	―	12,971	$53.09	2/22/32	5,179	$270,603	20,718⁽⁷⁾	$1,082,516
Michael Weatherred	5/14/18	9,800	―	$33.46	5/14/28
	2/21/19	13,284	4,429	$27.05	2/21/29	1,618	$84,541
	3/6/20	8,928	8,929	$27.79	3/6/30	3,149	$164,535	25,188⁽⁵⁾	$1,316,073
	2/23/21	2,431	7,296	$45.58	2/23/31	2,880	$150,480	15,356⁽⁶⁾	$802,351
	2/22/22	―	10,023	$53.09	2/22/32	4,002	$209,105	16,010⁽⁷⁾	$836,523

(1)	Reflects vested and exercisable Time Options and Performance Options granted pursuant to our 2013 Stock Incentive Plan and 2017 Omnibus Incentive Plan.

(2)

Reflects unvested stock options granted prior to our initial public offering pursuant to our 2013 Stock Incentive Plan and unvested stock options granted from 2018 through 2022 pursuant to our 2017 Omnibus Incentive Plan. Stock options granted to our NEOs on February 22, 2018 vest in equal installments on the second, third, fourth, and fifth anniversaries of the grant date. All other unvested stock options granted to our NEOs vest in equal installments on each of the first four anniversaries of the grant date.

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(3)

Reflects unvested RSUs and PSUs granted pursuant to our 2017 Omnibus Incentive Plan. RSUs granted to our NEOs on February 22, 2018 vest in equal installments on the second, third, fourth, and fifth anniversaries of the grant date. All other RSUs granted to our NEOs vest in equal installments on the first four anniversaries of the grant date.

(4)	Values determined based on the December 30, 2022 closing price of the Company’s common stock on the NYSE of $52.25.

(5)	Represents the total number of PSUs earned under the 2020-2022 Performance Plan for the three-year performance period beginning on January 1, 2020 and ending on December 31, 2022, which vested on February 13, 2023.

(6)

Reflects PSUs that will vest, if at all, based on the Company’s achievement of the Relative TSR performance measure over the performance period beginning on January 1, 2021 and ending on December 31, 2023. The number of PSUs reported in the table reflects the amount that would be earned for maximum performance. The actual number of shares that will vest with respect to the PSUs is not yet determinable.

(7)

Reflects PSUs that will vest, if at all, based on the Company’s achievement of the Relative TSR performance measure over the performance period beginning on January 1, 2022 and ending on December 31, 2024. The number of PSUs reported in the table reflects the amount that would be earned for maximum performance. The actual number of shares that will vest with respect to the PSUs is not yet determinable.

(8)

Reflects PSUs that will vest, if at all, based on the Company’s achievement of certain EPS growth goals over the performance period beginning on January 1, 2022 and ending on December 31, 2026. The number of PSUs reported in the table reflects the amount that would be earned for maximum performance. The actual number of shares that will vest with respect to the PSUs is not yet determinable. These PSUs were granted to Mr. Reynal as part of the one-time Performance-Based Award that vest only upon meeting certain performance criteria and Mr. Reynal remaining with the Company long-term. As described more fully in “Executive Summary - Performance-Based Leadership Equity Incentive Award & New CEO Employment Agreement,” the Performance-Based-Award is a one-time extraordinary award for Mr. Reynal designed by the Compensation Committee to (i) drive the creation of long-term stockholder value, (ii) further strengthen the alignment of Mr. Reynal’s interests with those of long-term stockholders, and (iii) encourage the retention of Mr. Reynal for the next five to ten years.

(9)

Reflects PSUs that will vest, if at all, based on the Company’s achievement of an $81.85 60-day volume-weighted average closing price of the common stock over the performance period beginning on September 1, 2022 and ending on September 1, 2027. As of the date of this Proxy Statement, such performance goal has not been achieved and whether or not the PSUs will ultimately vest is not yet determinable. These PSUs were granted to Mr. Reynal as part of the one-time Performance-Based Award that vest only upon meeting certain performance criteria and Mr. Reynal remaining with the Company long-term. As described more fully in “Executive Summary - Performance-Based Leadership Equity Incentive Award & New CEO Employment Agreement,” the Performance-Based-Award is a one-time extraordinary award for Mr. Reynal designed by the Compensation Committee to (i) drive the creation of long-term stockholder value, (ii) further strengthen the alignment of Mr. Reynal’s interests with those of long-term stockholders, and (iii) encourage the retention of Mr. Reynal for the next five to ten years

Option Exercises and Stock Vested in 2022

The following table provides information regarding Options exercises and RSUs vested during fiscal 2022 for our NEOs.

Name

Number of

Shares Acquired

on Exercise

(#)

Value Realized

on Exercise

($)⁽¹⁾

Number of

Shares Acquired

on Vesting

(#)

Value Realized

on Vesting

($)⁽²⁾

Vicente Reynal

―

90,090

4,466,876

Vikram Kini

―

8,948

440,436

Enrique Miñarro Viseras

―

14,902

737,018

Andrew Schiesl

―

13,694

682,197

Michael Weatherred

―

8,327

399,371

(1)	Value realized on exercise is based on the gain, if any, equal to the difference between the fair market value of the stock acquired upon exercise on the exercise date less the exercise price, multiplied by the number of options exercised.

(2)	The value realized on vesting is based on the closing price of our common stock on the NYSE on the vesting date. If vesting occurs on a day on which the NYSE is closed, the value realized on vesting is based on the closing price on the last trading day prior to the vesting date.

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Pension Benefits – Fiscal 2022

During 2022, no NEOs participated in either a tax-qualified or non-qualified defined benefit plan sponsored by the Company.

Non-Qualified Deferred Compensation – Fiscal 2022

Name	Executive Contributions in Last FY ($)⁽¹⁾	Registrant Contributions in Last FY ($)⁽²⁾	Aggregate Earnings in Last FY ($)⁽³⁾	Aggregate Withdrawals/ Distributions ($)	Aggregate Balance at Last FYE ($)⁽⁴⁾
Vicente Reynal	64,500	64,500	(619,922)	―	3,266,313
Vikram Kini	204,321	71,113	(251,633)	―	1,286,682
Enrique Miñarro Viseras	―	―	―	―	―
Andrew Schiesl	56,775	79,425	(164,588)	―	721,330
Michael Weatherred	29,893	55,100	(35,582)	―	182,466

(1)	The amounts in this column are reported as compensation for fiscal 2022 in the “Base Salary” and “Non-Equity Incentive Plan Compensation” columns of the Summary Compensation Table.

(2)

Represents the amount of the matching contribution made by us in accordance with our Supplemental Contribution Plan. Matching contributions are reported for the year in which the compensation against which the applicable deferral election is applied has been earned (regardless of whether such matching contribution is actually credited to the NEO’s non-qualified deferred compensation account in that year or the following year). The amounts in this column are reported as compensation for fiscal 2022 in the “All Other Compensation” column of the Summary Compensation Table.

(3)	Amounts in this column are not reported as compensation for fiscal 2022 in the Summary Compensation Table since they do not reflect above-market or preferential earnings.

(4)

The amounts reported in this column include the following aggregate amounts for each of the following NEOs reported as compensation to such named executive officers for previous years in the “Base Salary,” “Non-Equity Incentive Plan Compensation” and “All Other Compensation” columns of the Summary Compensation Table: Mr. Reynal, $841,500 in fiscal 2016, $1,049,316 in fiscal 2017, $573,416 in fiscal 2018, $83,485 in fiscal 2019, $361,310 in fiscal 2020, and $187,612 in fiscal 2021; Mr. Kini, $207,607 in fiscal 2020, and $286,810 in fiscal 2021; Mr. Schiesl, $65,536 in 2016, $114,162 in fiscal 2017, $50,766 in fiscal 2018, $46,000 in fiscal 2019, $98,998 in fiscal 2020, and $103,562 in fiscal 2021; and Mr. Weatherred, $20,994 in fiscal 2019, $65,422 in fiscal 2020, and $11,916 in fiscal 2021.

Non-qualified Deferred Compensation Plan

In addition to the 401(k) plan, U.S. employees with a salary band 8 or higher (generally senior director and above) are eligible to participate in the Supplemental Contribution Plan. The participant selects the deferral percentage for the Supplemental Contribution Plan at the time of initial enrollment in the Supplemental Contribution Plan or once per year in December for the following year. In December of each year, a participant may make a separate election to defer from the annual MIP award earned the following year and payable in the year thereafter. The Company matches each participant’s contributions to the Supplemental Contribution Plan with Company matching contributions. The Company match consists of $1 for each $1 the participant defers under the Supplemental Contribution Plan (up to the first 6% of a participant’s annual eligible compensation), less any matching contribution made to the 401(k) plan. The Company match is credited to the Supplemental Contribution Plan in the form of cash.

With respect to employee and Company matching contributions made to the Supplemental Contribution Plan on and after January 1, 2021, participants may elect to receive distributions related to each calendar year in a lump sum or 5-, 10-, or 15-year installments payable (i) when the participant separates from service with the Company or (ii) on a specific in-service date designated by the participant. For amounts deferred between January 1, 2019 and December 31, 2020, participants may elect to receive distributions in a lump sum or 5-, or 10-year installments payable (i) when the participant separates from service with the Company or (ii) on a specific in-service date designated by the participant. A participant makes these distribution elections for the specific year’s contributions at the time the participant makes the salary and MIP deferral elections in December for the following year. For amounts deferred before January 1, 2019, participants in the Supplemental Contribution Plan may elect to receive distributions of their plan account in either a lump sum or 5- or 10-year installments payable when the participant separates from service with the Company, subject to the terms and conditions of the Supplemental Contribution Plan. Loans are not permitted under the Supplemental Contribution Plan.

The investment options available to participants, including the NEOs, under the Supplemental Contribution Plan are similar to those offered to all of the participants in the 401(k) plan. Because some specific investment

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options available under the 401(k) plan are not available under the Supplemental Contribution Plan, the Company has made similar investment options available to the Supplemental Contribution Plan participants. Our stock is not a permitted investment option under the Supplemental Contribution Plan.

Potential Payments to Named Executive Officers upon Termination of Employment or Change in Control

The following table describes the potential payments and benefits that would have been payable to our NEOs under existing plans and arrangements assuming a qualifying termination if a termination or change in control occurred on December 30, 2022, the last business day of our 2022 fiscal year. A description of the provisions governing such payments under our agreements and any material conditions or obligations applicable to the receipt of payments is described below under “Severance Arrangements and Restrictive Covenants.”

The amounts shown in the table do not include payments and benefits to the extent they are provided generally to all salaried employees upon termination of employment and do not discriminate in scope, terms or operation in favor of the NEOs. These include accrued but unpaid salary and distributions of plan balances under our 401(k) savings plan.

Name	Cash Severance Payment ($)⁽¹⁾	Continuation of Group Health Coverage ($)⁽²⁾	Accrued but Unused Vacation ($)⁽³⁾	Value of Stock Awards and Stock Option Acceleration ($)⁽⁴⁾	Total ($)
Vicente Reynal
Qualifying Termination	1,100,000	17,757	―	6,868,922	7,986,679
Change in Control (“CIC”)	―	―	―	60,727,249	60,727,249
Qualifying Termination and CIC	1,100,000	17,757	―	85,053,483	86,171,240
Vikram Kini
Qualifying Termination	525,000	6,666	―	827,280	1,358,946
Change in Control (“CIC”)	―	―	―	3,447,455	3,447,455
Qualifying Termination and CIC	525,000	6,666	―	5,001,177	5,532,843
Enrique Miñarro Viseras
Qualifying Termination	505,000	―	―	921,917	1,426,917
Change in Control (“CIC”)	―	―	―	3,359,884	3,359,884
Qualifying Termination and CIC	505,000	―	―	4,980,772	5,485,772
Andrew Schiesl
Qualifying Termination	500,000	17,277	―	1,082,521	1,599,798
Change in Control (“CIC”)	―	―	―	3,102,292	3,102,292
Qualifying Termination and CIC	500,000	17,277	―	4,827,805	5,345,082
Michael Weatherred
Qualifying Termination	430,000	11,757	―	506,214	947,971
Change in Control (“CIC”)	―	―	―	2,303,546	2,303,546
Qualifying Termination and CIC	430,000	11,757	―	3,948,660	4,390,417

(1)	Cash severance payment includes the following:

•	Messrs. Reynal, Kini, Schiesl, and Weatherred - continued payment in substantially equal monthly installments over a 12-month period of their respective annual base salaries.

•	Mr. Miñarro Viseras - twelve months' notice in the event of his termination, with the option to terminate him immediately with a lump sum payment of twelve months' salary.

(2)

With respect to Messrs. Reynal, Kini, Schiesl, and Weatherred, reflects the cost of providing continued group health coverage (on the same basis as actively employed employees of the Company), subject to the executive's electing to receive benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), for a period of 12 months, assuming 2022 rates.

(3)	Amounts reported in this column reflect zero accrued but unused vacation days for each of our NEOs.

(4)

Unvested PSUs, RSUs and Options granted to our NEOs since 2018 vest and, in the case of options, become immediately exercisable upon a termination without Cause (as defined below) within two years of a Change in Control. See “Treatment of Outstanding Equity Awards in the Event of Termination of Employment or Change in Control―Equity awards granted 2018-2022” below. For purposes of the amounts reported in this table in respect of Mr. Reynal’s Adjusted EPS PSU award, we have assumed that, as of December 30, 2022, there were four completed fiscal quarters during the EPS Performance Period applicable to such award.

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Severance Arrangements and Restrictive Covenants

Under the terms of Mr. Reynal’s employment agreement, Messrs. Schiesl’s and Weatherred’s offer letters, and the severance terms applicable to Mr. Kini, if the Company terminates their employment without “cause” or any of them terminates their employment for “good reason” (as such terms are defined in the applicable employment agreement or severance terms), subject to certain conditions and on-going commitments, they will be entitled to receive:

•	Continued payment over a 12-month period (the “Severance Period”) of their then-current annual base salary, payable in substantially equal monthly installments over the Severance Period; and

•

Continued group health coverage (on the same basis as actively employed employees of the Company), subject to the NEO’s electing to receive benefits under COBRA, for 12 months following the date his employment terminates (or, if earlier, through the date the NEO becomes employed by another employer and eligible for health insurance coverage at such employer).

Under the employment agreement with Mr. Miñarro Viseras that was in effect on December 30, 2022, we are required to provide him 12 months’ notice in the event of his termination, with the option to terminate him immediately with a lump sum payment of 12 months’ salary. For more details of these agreements, see “Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards in 2022― Summary of NEO Offer Letters and Employment Agreements.”

In addition to the payments described above, each of our NEOs is entitled to receive a distribution of all vested amounts under our Supplemental Contribution Plan. See “―Non-Qualified Deferred Compensation Fiscal 2022.”

Treatment of Outstanding Equity Awards in the Event of Termination of Employment or Change in Control

The outstanding RSU and option awards we have granted to our NEOs provide for accelerated vesting in the event of certain qualifying terminations of employment as described below and/or, in certain circumstances described below, in connection with a change in control.

Annual Equity Awards

Effect of Qualifying Termination on Vesting of PSUs, RSUs, and Options. In the event of an NEO’s termination without Cause (as defined below) or Approved Retirement (as defined below), such NEO’s outstanding RSUs and options that would have vested on the first vesting date otherwise scheduled to occur immediately following the date of such termination without Cause or Approved Retirement will vest as of the date of such termination without Cause or Approved Retirement, as applicable. In the event of an NEO’s death or Disability (as defined in the 2017 Omnibus Incentive Plan), such NEO’s outstanding RSUs and options that would have vested on the first and second vesting date otherwise scheduled to occur immediately following the date of such death or Disability shall vest as of the date of death or Disability. Notwithstanding the foregoing, if the Company receives a legal opinion that there has been a legal judgment and/or legal development in the NEO’s jurisdiction that would likely result in the favorable treatment that applies to the RSUs and options if the NEO’s termination occurs as a result of NEO’s Approved Retirement being deemed unlawful and/or discriminatory, the Company may determine that the NEO’s Retirement (as defined below) is no longer an Approved Retirement.

In the event of an NEO’s termination without Cause, Approved Retirement or death or Disability occurring after the expiration of the Performance Period and before the vesting date, the PSUs that would have vested on the vesting date will vest on the vesting date.

Effect of a Change in Control on Vesting of PSUs, RSUs, and Options. In the event of an NEO’s termination without Cause during the two-year period following a Change in Control (as defined in our 2017 Omnibus Incentive Plan), all of such NEO’s outstanding RSUs and options will immediately vest as of the date of such termination without Cause.

With respect to the PSUs, if a Change in Control occurs during the Performance Period, then the calculation of the number of PSUs that will vest is conducted as though (i) the last day of the Performance Period was the

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date of the Change in Control and (ii) the Company’s stock price at the end of the Performance Period was the price per share of the Company’s common stock payable in connection with such Change in Control. The number of PSUs resulting from such calculation will be the number that will vest upon the consummation of such Change in Control.

For purposes of the foregoing: “Approved Retirement,” “Cause,” “Detrimental Activity,” and “Retirement” have the definitions set forth in the relevant grant agreement or the 2017 Omnibus Incentive Plan, as applicable.

CEO Performance-Based Leadership Equity Incentive Award

Effect of Qualifying Termination or Termination due to Death or Disability on Vesting of the Adjusted EPS PSUs

Vesting of the Adjusted EPS PSUs is subject to Mr. Reynal’s continued employment through December 31, 2026; however, if he is terminated by the Company without Cause or he resigns for Good Reason (each, a “Qualifying Termination” and as defined in his employment agreement) or he dies or becomes permanently disabled, in each case, after the expiration of the EPS Performance Period and before the date on which the Compensation Committee certifies the level of performance achieved (the “EPS PSU Vesting Date”), he remains entitled to receive the number of Adjusted EPS PSUs that the Compensation Committee certifies has become vested.

If Mr. Reynal dies, becomes permanently disabled or experiences a Qualifying Termination prior to the end of the EPS Performance Period, the calculation to determine the number of Adjusted EPS PSUs, if any, that will become vested will be conducted as though (i) the last day of the EPS Performance Period was the date on which such termination occurs and (ii) the Company’s Adjusted EPS will be the Adjusted EPS for the last four completed fiscal quarters during the EPS Performance Period prior to the date of such termination (or, if there are not four completed fiscal quarters at the time of such termination, then all of the Adjusted EPS PSUs will be forfeited on the date of such termination) and, if the reason for such termination is a Qualifying Termination, the number of Adjusted EPS PSUs that will become vested will be prorated by the number of days Mr. Reynal was employed during the EPS Performance Period.

Effect of a Change in Control on Vesting of the Adjusted EPS PSUs

If a change in control (as defined in the 2017 Omnibus Incentive Plan) occurs following the expiration of the EPS Performance Period but prior to the EPS PSU Vesting Date, then the Adjusted EPS PSUs will vest on the closing of such change in control based on the achievement of Adjusted EPS in accordance with the table above under “Potential Payments to Named Executive Officers upon Termination of Employment or Change in Control” so long as Mr. Reynal has remained in continuous employment with the Company through such change in control.

If a change in control occurs during the EPS Performance Period and the award is not assumed, then the calculation to determine the number of Adjusted EPS PSUs that will become eligible to vest will be conducted as though (i) the last day of the EPS Performance Period was the date of the change in control and (ii) the Company’s Adjusted EPS will be measured based on the last four completed fiscal quarters (or, if there are not four completed fiscal quarters at the time of such change in control, then all of the Adjusted EPS PSUs will be forfeited upon the change in control). The number of Adjusted EPS PSUs, if any, resulting from such calculation will become vested on the closing of the change in control so long as Mr. Reynal has remained continuously employed through such change in control.

If a change in control occurs prior to the expiration of the EPS Performance Period and the award is assumed by the successor to the Company, and Mr. Reynal is subsequently terminated due to death, permanent disability or a Qualifying Termination following such change in control but prior to the end of the EPS Performance Period, the Adjusted EPS PSUs will become vested in full on the date of such termination.

Effect of Qualifying Termination or Termination due to Death or Disability on Vesting of the TSR PSUs

If the TSR Target Price is achieved prior to the end of the TSR Performance Period and Mr. Reynal is terminated due to his death or permanent disability prior to the expiration of such performance period, then all of the TSR PSUs will vest upon such termination. If the TSR Target Price is achieved prior to the end of the TSR Performance Period and Mr. Reynal experiences a Qualifying Termination prior to the end of the TSR

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Performance Period, then he will vest pro-rata in a number of TSR PSUs based on the number of days he was employed with the Company during the TSR Performance Period. The TSR Target Price has not been achieved as of the date hereof so all the TSR PSUs would have been forfeited by Mr. Reynal if his employment had terminated due to one of the above-described events on December 30, 2022.

Effect of a Change in Control on Vesting of the TSR PSUs

If a change in control occurs following the date on which the TSR Target Price is achieved, then all of the TSR PSUs will become fully vested immediately prior to such change in control subject to Mr. Reynal’s continued employment through such change in control.

Subject to Mr. Reynal’s continued employment through such change in control, if a change in control occurs during the TSR Performance Period and prior to the date on which the TSR Target Price is achieved, and the award is not assumed by the successor to the Company, then the TSR Performance Period will end on the date of the change in control and (i) if the sum of (A) the price per share of the Company’s common stock payable in connection with such change in control, plus (B) the cumulative value of any dividends paid during the TSR Performance Period through and including the date of the change in control equals or exceeds the TSR Target Price, the TSR PSUs will vest immediately prior to the closing of such change in control, and (ii) if such sum is less than the TSR Target Price, all of the TSR PSUs will automatically be forfeited immediately prior to the closing of such change in control. If a change in control had occurred on December 30, 2022 and the TSR PSUs were not assumed by the successor to the Company, no vesting of the TSR PSUs would have occurred based on the application of the above-described formula.

If a change in control occurs prior to the date on which the TSR Target Price is achieved and the TSR PSUs are assumed by the successor to the Company and Mr. Reynal is terminated due to death, permanent disability or a Qualifying Termination following such change in control but prior to the end of the TSR Performance Period, the TSR PSUs will become fully vested on the date of such termination.

Effect of Qualifying Termination on Vesting of the Performance-Conditioned Stock Option Grants

If Mr. Reynal experiences a Qualifying Termination or he dies or becomes permanently disabled, the number of shares subject to the stock options that will become vested on the date of such termination will be determined as if the stock options had instead vested 20% per year over five years and, solely in the event of a termination due to his death or permanent disability, Mr. Reynal will become immediately vested in an additional 20% of the stock options.

Effect of a Change in Control on Vesting of the Performance-Conditioned Stock Option Grants

If a change in control occurs and the stock options are not assumed, then the stock options will become vested in full immediately prior to the change in control.

If the stock options are assumed by the successor to the Company, and Mr. Reynal is subsequently terminated due to death, disability or a Qualifying Termination, the stock options will become fully vested on the date of such termination.

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Director Compensation in Fiscal 2022

Name	Fees Earned or Paid in Cash ($)	Stock Awards ($)⁽¹⁾	Option Awards ($)⁽²⁾	Total ($)
Kirk E. Arnold	75,000	190,000	―	265,000
Elizabeth Centoni⁽³⁾	75,000	175,000	―	250,000
William P. Donnelly	75,000	235,000	(2)	310,000
Gary D. Forsee	75,000	185,000	―	260,000
John Humphrey	75,000	200,000	―	275,000
Marc E. Jones	75,000	190,000	―	265,000
Vicente Reynal	―	―	―	―
Mark Stevenson	37,500	87,500	―	125,000
Michael Stubblefield	37,500	92,500	―	130,000
Tony L. White	75,000	175,000	―	250,000

(1)

Represents the aggregate grant date fair value of stock awards granted during 2022 computed in accordance with FASB ASC Topic 718. The aggregate number of RSUs outstanding as of December 31, 2022 for each director was as follows: Ms. Arnold: 3,578; Ms. Centoni: 3,296; Mr. Donnelly: 4,426; Mr. Forsee: 3,484; Mr. Humphrey: 3,767; Mr. Jones: 3,578; Mr. Stevenson: 1,757; Mr. Stubblefield: 1,857; and Mr. White: 3,296. The RSUs of Mses. Arnold and Centoni and Messrs. Donnelly, Forsee, Humphrey, Jones, and White vested in full on February 22, 2023. The RSUs of Messrs. Stevenson and Stubblefield are scheduled to vest in full on August 5, 2023.

(2)	In May 2017, we granted 44,799 time-vesting options to Mr. Donnelly (the “Donnelly Time Options”) to purchase shares of our common stock at an exercise price of $20.00 per share. All of the Donnelly Time Options are fully vested and exercisable.

(3)	Ms. Centoni resigned from our Board of Directors in February 2023. Ms. Hartsock was appointed to the Board of Directors, effective as of January 2023.

Description of Director Compensation

Following a competitive market assessment of non-employee director compensation conducted by Pearl Meyer in connection with the Merger, the Board adopted the following director compensation program for each of our non-employee directors:

•	Annual cash retainer of $75,000, payable quarterly in arrears and prorated for any partial year of service;

•	Annual equity award having a fair market value of $175,000, payable in RSUs, which vests on the anniversary of the grant date;

•

Additional annual equity award having a fair market value of $25,000, payable in RSUs, which vests on the anniversary of the grant date, for serving as the chairperson of our Audit Committee and an additional annual equity award having a fair market value of $10,000, payable in RSUs, which vests on the anniversary of the grant date, for serving as a member of such committee, prorated, in each case, for any partial year of service;

•

Additional annual equity award having a fair market value of $15,000, payable in RSUs, which vests on the anniversary of the grant date, for serving as the chairperson of our Compensation Committee, Nominating and Corporate Governance Committee or our Sustainability Committee, prorated, in each case, for any partial year of service; and

•	Additional annual equity award having a fair market value of $35,000, payable in RSUs, which vests on the anniversary of the grant date, to compensate our Lead Director, if applicable, for the additional time and responsibilities associated with this role.

Our directors are not paid any fees for attending meetings, however, our directors are reimbursed for reasonable travel and related expenses associated with attendance at Board or committee meetings.

We believe that an equity-focused compensation scheme for our directors strengthens the alignment of interests of our directors and stockholders.

In connection with his election to our Board of Directors, Mr. Donnelly received the Donnelly Time Options, a grant of options under the 2013 Stock Incentive Plan with a fair value of $400,000, which vested and became exercisable in equal parts on December 31, 2017 and December 31, 2018.

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Vested Donnelly Time Options expire upon the earliest to occur of the following events: (1) the tenth anniversary of the date such options were granted; (2) the first anniversary of the cessation of Mr. Donnelly’s service to the Company because of death or Disability (as defined in the option award agreement); (3) one hundred eighty (180) days after the cessation of Mr. Donnelly’s service to the Company without Cause (as defined in the option award agreement) (except due to death or Disability); (4) the date Mr. Donnelly’s service is terminated by the Company for Cause; or (5) pursuant to the repurchase rights in the Director Stockholder’s Agreement described below. In addition, at the discretion of the Company, options may be cancelled at the effective date of a merger, consolidation, or other transaction or capital change of the Company, in accordance with the terms of the 2013 Stock Incentive Plan, in exchange for a payment (payable in cash or other consideration depending on the terms of the transaction) per share equal to the excess of (x) the per share consideration paid to stockholders of the Company in the transaction over (y) the exercise price of the option.

In connection with his option awards, Mr. Donnelly became party to a Director Stockholder’s Agreement. Under the Director Stockholder’s Agreement, Mr. Donnelly is subject to covenants not to (1) disclose confidential information, (2) solicit customers and certain employees, consultants and independent contractors of the Company, (3) compete with the Company and (4) disparage the Company.

Stock Ownership and Retention Policy

Our directors are also subject to the stock ownership guidelines and retention policy described under “Compensation Discussion and Analysis―Other Compensation Practices and Policies that Align Our NEOs to Our Stockholders―Stock Ownership and Retention Policy.”

Compensation Committee Interlocks and Insider Participation

During 2022, each of Messrs. Donnelly, Jones, Stevenson and White and Ms. Arnold served on our Compensation Committee for at least a portion of the year. None of the current (including Ms. Hartsock), or in the case of Mr. Donnelly, former, members of our Compensation Committee has at any time been one of our executive officers or employees. None of our executive officers currently serves, or has served during the last completed fiscal year, on the compensation committee or board of directors of any other entity that has one or more executive officers serving as a member of our Board of Directors or Compensation Committee.

CEO Pay Ratio

As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K (“Item 402(u)”), the Company is providing the following information regarding the relationship of the annual total compensation of Vicente Reynal, our Chief Executive Officer (“CEO”) to the median all of our employees (except Mr. Reynal), calculated in a manner consistent with Item 402(u). For 2022, our last completed fiscal year:

•	The median of the annual total compensation of all of our employees, excluding our CEO, was $65,098.

•	The annual total compensation of our CEO was $54,505,957.

Based on this information, the ratio of the annual total compensation of our CEO to the median of the annual total compensation of all of our employees except our CEO was 837:1.

If the significant one-time impact of the CEO’s Performance-Based Award were removed from the calculations:

•	The annual total compensation of the CEO would have been $10,886,957.

•	The ratio of the annual total compensation of our CEO to the median of the annual total compensation of all of our employees except our CEO would have been 167:1.

The median employee identified for calculating the ratio of the CEO's annualized total compensation to that of all employees remains unchanged from the one disclosed in last year’s proxy statement. We are confident that no significant changes have been made to our employee population or compensation arrangements that would have a significant impact on our pay ratio disclosure.

We determined that, as of December 31, 2021, our employee population consisted of 15,454 individuals, including full time, part time, and temporary employees.

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To identify our “median employee” from this employee population, we obtained annual base salary and target annual bonus information as of December 31, 2021 from our internal payroll records for each employee in our employee population. We believe this consistently applied compensation measure reasonably reflects annual compensation across our employee base. Base salary amounts for employees located outside the United States and compensated in currencies other than U.S. dollars were converted to U.S. dollars based on the average annual exchange rate for 2021. We then ranked the resulting annual base salary plus target annual bonus amounts for all of the employees in the employee population other than our CEO to determine our median employee. Once we identified our median employee, we combined all of the elements of such employee’s compensation for 2022 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K for the Summary Compensation Table. With respect to the annual total compensation of our CEO, we used the amount reported in the “Total” column of our Summary Compensation Table set forth above in this Proxy Statement.

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Pay vs. Performance (“PvP”) Disclosure

As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K (“Item 402(v)”), the Company is providing the following information regarding the relationship between the executive compensation actually paid by the Company and the financial performance of the Company over the applicable time period of the disclosure, calculated in a manner consistent with Item 402(v). Refer to the “Compensation Discussion and Analysis” section of this Proxy Statement for a discussion on how the Compensation Committee determines named executive officer pay.

Year	Summary Compensation Table Total for CEO	Compensation Actually Paid to CEO ^(a)(b)(c)	Average Summary Compensation Table Total for Non-CEO NEOs^(d)	Average Compensation Actually Paid to Non-CEO NEOs^(a)(b)(d)	Year-end value of $100 invested on 12/31/2019		Net Income ($mm)	Adjusted EBITDA ($mm)¹⁴	Adjusted Diluted EPS¹⁵
Year	Summary Compensation Table Total for CEO	Compensation Actually Paid to CEO ^(a)(b)(c)			Company TSR	S&P 500 Industrials (TR)	Net Income ($mm)	Adjusted EBITDA ($mm)¹⁴	Adjusted Diluted EPS¹⁵
2022	$54,505,957	$51,229,750	$2,248,514	$1,167,175	$142.73	$120.91	$605	$1,435	$2.36
2021	$11,367,565	$26,768,202	$2,287,667	$4,355,177	$168.73	$130.16	$563	$1,192	$2.09
2020	$12,373,829	$24,423,018	$2,627,334	$3,169,464	$124.21	$109.01	($33)	$934	$1.28

(a)	Deductions from, and additions to, total compensation in the Summary Compensation Table by year to calculate Compensation Actually Paid include:

		CEO			Average Other NEOs
		2022	2021	2020	2022	2021	2020
Summary Compensation Table (“SCT”) Total		$54,505,957	$11,367,565	$12,373,829	$2,248,514	$2,287,667	$2,627,334
Adjustments for Pension
Deduct:	Change in Pension Value reported in SCT	$0	$0	$0	$0	$0	$0
Add:	Amount added for current year service cost	n/a	n/a	n/a	n/a	n/a	n/a
Add:	Amount added for prior service cost impacting current year	n/a	n/a	n/a	n/a	n/a	n/a
Total Adjustments for Pension		$0	$0	$0	$0	$0	$0
Adjustments for Equity Awards
Deduct:	Grant date values in SCT	($51,297,935)	($7,454,041)	($8,607,596)	($1,240,928)	($1,070,766)	($1,943,350)
Add:	Year-end fair value of unvested awards granted in the current year	$55,421,266	$11,389,717	$17,782,559	$1,150,403	$1,636,124	$2,178,885
Add:	Year-over-year difference of year-end fair values for unvested awards granted in prior years	($4,849,563)	$11,342,130	$2,711,819	($643,997)	$1,466,034	$459,596
Add:	Fair values at vest date for awards granted and vested in current year	$0	$0	$0	$0	$0	$0
Add:	Difference in fair values between prior year-end fair values and vest date fair values for awards granted in prior years	($2,549,976)	$122,831	$162,409	($346,817)	$36,118	($153,000)
Deduct:	Forfeitures during current year equal to prior year-end fair value	$0	$0	$0	$0	$0	$0
Add:	Dividends or dividend equivalents not otherwise included in total compensation	$0	$0	$0	$0	$0	$0
Total Adjustments for Equity Awards		($3,276,208)	$15,400,636	$12,049,190	($1,081,338)	$2,067,510	$542,130
Compensation Actually Paid		$51,229,750	$26,768,202	$24,423,018	$1,167,175	$4,355,177	$3,169,464

14	Adjusted EBITDA is a non-GAAP metric. For a reconciliation of Adjusted EBITDA to Net Income (Loss), see Annex A to this Proxy Statement.

Adjusted Diluted EPS is our “Company-Selected Measure” pursuant to Item 402(v). Amount presented for 2020 represents Supplemental Adjusted Diluted EPS. Adjusted Diluted EPS and Supplemental Adjusted Diluted EPS are non-GAAP metrics. For a reconciliation of Adjusted Diluted EPS to Diluted EPS (2022 and 2021) and of Supplemental Adjusted Diluted EPS to Diluted EPS (2020), see Annex A to this Proxy Statement.

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(b)	The following summarizes the valuation assumptions used for stock option awards included as part of Compensation Actually Paid:

−	Expected life of each stock option is based on the “simplified method” using an average of the remaining vest and remaining term, as of the vest/FYE date.

−	Strike price is based on each grant date closing price and asset price is based on each vest/FYE closing price.

−	Risk free rate is based on the Treasury Constant Maturity rate closest to the remaining expected life as of the vest/FYE date.

−	Historical volatility is based on daily price history for each expected life (years) prior to each vest/FYE date. Closing prices provided by S&P Capital IQ are adjusted for dividends and splits.

−	Represents annual dividend yield on each vest/FYE date.

(c)

CEO Compensation Actually Paid in 2022 would have been $2,927,250 if Mr. Reynal’s special one-time Performance-Based Award was excluded from the calculation. We believe this is an appropriate alternative way to view Compensation Actually Paid in 2022 given the long-term nature of the award with vesting events occurring five to ten years after the grant date. In our view, including all of this long-term compensation as Compensation Actually Paid in a single year does not reflect the long-term nature of the award and overstates the actual compensation paid to Mr. Reynal in 2022.

(d)	For the non-CEO NEOs, the amounts in the table reflect the average Summary Compensation Table total compensation and average Compensation Actually Paid for the following executives by year:

2022: Vikram Kini, Andrew Schiesl, Enrique Minarro-Viseras, Michael Weatherred

2021: Vikram Kini, Andrew Schiesl, Enrique Minarro-Viseras, Michael Weatherred

2020: Vikram Kini, Andrew Schiesl, Enrique Minarro-Viseras, Michael Weatherred, Emily Weaver

Based on the PvP table above, the Compensation Actually Paid values for our CEO and non-CEO NEOs are directionally aligned with our stock price performance – i.e, in years where stock has appreciated, Compensation Actually Paid exceeds the values reported in the Summary Compensation Table, whereas in years where stock price depreciates, Compensation Actually Paid is lower than the amounts reported in the Summary Compensation Table. There would be an even clearer correlation if Mr. Reynal’s special one-time Performance-Based Award was not included in the 2022 Compensation Actually Paid calculation.

This is not an unexpected finding. As one of the key tenets of our compensation philosophy is to deliver the majority of compensation in long-term pay, each of our NEOs’ total pay packages are comprised primarily of equity awards. As such, the Compensation Actually Paid figures will generally move in tandem with TSR.

It is also worth noting that in each of the years disclosed in the table, our total return outpaced the S&P 500 Industrials’ return over the same measurement period.

As to the financial measures displayed in the table (Net Income, Adjusted EBITDA, and Adjusted EPS), the table demonstrates consistent year-over-year improvement for each of these performance measures. Over time, we would expect that continued strong execution on these financial measures would positively influence the TSR and increase Compensation Actually Paid, driving a result that is based on pay-for-performance.

Tabular List of Financial Performance Measures Linked to Compensation Actually Paid

The following financial performance measures represent, in the Company’s view, the most important financial measures used to link Compensation Actually Paid to the NEOs in 2022 to Company performance:

	Adjusted EBITDA
	Adjusted EPS
	Free Cash Flow
	Relative TSR vs. S&P 500 Industrials

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OWNERSHIP OF SECURITIES

The following table and accompanying footnotes set forth information regarding the beneficial ownership of our common stock as of April 20, 2023 by: (1) each person known to us to beneficially own more than 5% of our common stock, (2) each of the named executive officers, (3) each of our directors and (4) all of our directors and executive officers as a group.

As of April 20, 2023, there were 404,677,854 shares of our common stock outstanding. Beneficial ownership is determined in accordance with the rules of the SEC, and includes common stock of which that person has the right to acquire beneficial ownership within 60 days of April 20, 2023.

Name of beneficial owner	Amount and Nature of Beneficial Ownership	Percent of Common Stock Outstanding
Beneficial Owners of More than 5%
The Vanguard Group⁽¹⁾	45,406,196	11.22%
T. Rowe Price Investment Management, Inc.⁽²⁾	50,820,205	12.56%
T. Rowe Price Associates, Inc.⁽³⁾	30,462,884	7.53%
BlackRock, Inc.⁽⁴⁾	32,108,452	7.93%
Directors and Named Executive Officers:
Vicente Reynal⁽⁵⁾⁽⁶⁾	2,210,593	*
Vikram Kini⁽⁵⁾	291,028	*
Enrique Miñarro Viseras⁽⁵⁾	209,113	*
Andrew Schiesl⁽⁵⁾	156,523	*
Michael A. Weatherred⁽⁵⁾	81,093	*
Kirk E. Arnold	14,541	*
William P. Donnelly⁽⁵⁾	106,624	*
Gary D. Forsee	37,901	*
Jennifer Hartsock	—	—
John Humphrey	22,423	*
Marc E. Jones	18,335	*
Mark Stevenson	2,488	*
Michael Stubblefield	—	—
Tony L. White	37,234	*
All directors and executive officers as a group (17 persons⁽⁵⁾)	3,368,315	*

*	Less than 1 percent

(1)

Beneficial ownership information is based on information contained in the Schedule 13G/A filed on February 9, 2023 on behalf of The Vanguard Group. According to the schedule, included in the shares of our common stock listed above as beneficially owned by The Vanguard Group are 0 shares over which The Vanguard Group has sole voting power, 566,936 shares over which The Vanguard Group has shared voting power, 43,734,284 shares over which The Vanguard Group has sole dispositive power and 1,671,912 shares over which The Vanguard Group has shared dispositive power. According to the schedule, The Vanguard Group’s clients, including investment companies registered under the Investment Company Act of 1940 and other managed accounts, have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities reported therein. No one other person’s interest in the securities reported is more than 5%. The address of the principal business office of The Vanguard Group, Inc. is 100 Vanguard Blvd., Malvern, PA 19355.

(2)

Beneficial ownership information is based on information contained in the Schedule 13G/A filed on February 14, 2023 on behalf of T. Rowe Price Investment Management, Inc. (“T. Rowe IM”). According to the schedule, included in the shares of our common stock listed above as beneficially owned by T. Rowe IM, are 16,778,175 shares over which T. Rowe IM has sole voting power, 0 shares over which T. Rowe IM has shared voting power, 50,820,205 shares over which T. Rowe IM has sole dispositive power and 0 shares over which T. Rowe IM has shared dispositive power. According to the schedule, T. Rowe IM does not serve as custodian of the assets of any of its clients; accordingly, in each instance only the client or the client’s custodian or trustee bank has the right to receive dividends paid with respect to, and proceeds from the sale of, such securities. The ultimate power to direct the receipt of dividends paid with respect to, and the proceeds from the sale of, such securities, is vested in the individual and institutional clients which T. Rowe IM serves as investment adviser. Any and all discretionary authority which has been delegated to T. Rowe IM may be revoked in whole or in part at any time. The principal business address of T. Rowe IM is 100 E. Pratt Street, Baltimore, MD 21202.

(3)

Beneficial ownership information is based on information contained in the Schedule 13G/A filed on February 14, 2023 on behalf of T. Rowe Price Associates, Inc. (“T. Rowe Associates”). According to the schedule, included in the shares of our common stock listed above as beneficially owned by T. Rowe, are 11,474,551 shares over which T. Rowe Associates has sole voting power, 0 shares over which T. Rowe Associates has shared voting power, 30,462,884 shares over which T. Rowe Associates has sole dispositive power and

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0 shares over which T. Rowe Associates has shared dispositive power. According to the schedule, T. Rowe Associates does not serve as custodian of the assets of any of its clients; accordingly, in each instance only the client or the client’s custodian or trustee bank has the right to receive dividends paid with respect to, and proceeds from the sale of, such securities. The ultimate power to direct the receipt of dividends paid with respect to, and the proceeds from the sale of, such securities, is vested in the individual and institutional clients which T. Rowe Associates serves as investment adviser. Any and all discretionary authority which has been delegated to T. Rowe Associates may be revoked in whole or in part at any time. The principal business address of T. Rowe Associates is 100 E. Pratt Street, Baltimore, MD 21202.

(4)

Beneficial ownership information is based on information contained in the Schedule 13G/A filed on February 7, 2023 by BlackRock, Inc. in which BlackRock, Inc. reported that it has sole voting power over 29,397,076 shares, shared voting power over 0 shares, sole dispositive power over 32,108,452 shares and shared dispositive power over 0 shares. BlackRock, Inc. indicated the following subsidiaries in the schedule: BlackRock Life Limited, BlackRock Advisors, LLC, Aperio Group, LLC, BlackRock (Netherlands) B.V., BlackRock Institutional Trust Company, National Association, BlackRock Asset Management Ireland Limited, BlackRock Financial Management, Inc., BlackRock Japan Co., Ltd., BlackRock Asset Management Schweiz AG, BlackRock Investment Management, LLC, BlackRock Investment Management (UK) Limited, BlackRock Asset Management Canada Limited, BlackRock (Luxembourg) S.A., BlackRock Investment Management (Australia) Limited, BlackRock Advisors (UK) Limited, BlackRock Fund Advisors, BlackRock Asset Management North Asia Limited, BlackRock (Singapore) Limited and BlackRock Fund Managers Ltd. The principal business address of BlackRock, Inc. is 55 East 52nd St., New York, NY 10055.

(5)

The number of shares reported includes shares covered by options that are currently exercisable as follows: Mr. Reynal, 1,840,245; Mr. Gillespie, 111,961; Ms. Hepding, 7,983; Ms. Keene, 13,565; Mr. Kini, 243,846; Mr. Schiesl, 88,728; Mr. Miñarro Viseras, 177,342; Mr. Weatherred, 48,273; Mr. Donnelly, 44,799; all directors and executive officers as a group, 2,576,742.

(6)	The number of shares reported includes 75,000 shares held in a trust for the benefit of Mr. Reynal’s descendants, 171,802 shares held in a trust for the benefit of Mr. Reynal and his spouse and 22,500 shares held in a trust for the benefit of Mr. Reynal’s spouse and descendants.

DELINQUENT SECTION 16(A) REPORTS

Section 16(a) of the 1934 Act requires the Company’s Directors and certain officers, as well as persons who beneficially own more than 10% of the outstanding shares of Common Stock, to file reports regarding their initial stock ownership and subsequent changes to their ownership with the SEC.

Based solely on a review of the reports filed for fiscal year 2022 and the period through the date hereof and related written representations and except as previously reported, we believe that all Section 16(a) reports were filed on a timely basis, except for a Form 5 for Mr. Reynal relating to an estate planning transfer which was filed late due to a Company administrative oversight.

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TRANSACTIONS WITH RELATED PERSONS

Since January 1, 2022, there were no “related person transactions” requiring disclosure under SEC rules and regulations.

Policies and Procedures for Related Person Transactions

Our Board of Directors has adopted a written statement of policy regarding transactions with related persons, which we refer to as our “related person transaction policy.” Our related person transaction policy requires that (a) any “related person transaction” (defined as any transaction that is anticipated would be reportable by us under Item 404(a) of Regulation S-K in which we were or are to be a participant and the amount involved exceeds $120,000 and in which any related person had or will have a direct or indirect material interest) be approved or ratified by an approving body comprised of the disinterested members of our Board of Directors or any committee of the Board of Directors (provided that a majority of the members of the Board of Directors or such committee, respectively, are disinterested) and (b) any employment relationship or transaction involving an executive officer and any related compensation be approved by the Compensation Committee of the Board of Directors or recommended by the Compensation Committee to the Board of Directors for its approval. In connection with the review and approval or ratification of a related person transaction:

•

management must disclose to the committee or disinterested directors, as applicable, the name of the related person and the basis on which the person is a related person, the material terms of the related person transaction, including the approximate dollar value of the amount involved in the transaction, and all the material facts as to the related person’s direct or indirect interest in, or relationship to, the related person transaction;

•	management must advise the committee or disinterested directors, as applicable, as to whether the related person transaction complies with the terms of our agreements governing our material outstanding indebtedness that limit or restrict our ability to enter into a related person transaction;

•

management must advise the committee or disinterested directors, as applicable, as to whether the related person transaction will be required to be disclosed in our applicable filings under the Securities Act or the Exchange Act, and related rules, and, to the extent required to be disclosed, management must ensure that the related person transaction is disclosed in accordance with such Acts and related rules; and

•	management must advise the committee or disinterested directors, as applicable, as to whether the related person transaction constitutes a “personal loan” for purposes of Section 402 of the Sarbanes-Oxley Act of 2002.

In addition, the related person transaction policy provides that the committee or disinterested directors, as applicable, in connection with any approval or ratification of a related person transaction involving a non-employee director or director nominee, should consider whether such transaction would compromise the director or director nominee’s status as an “independent” or “non-employee” director, as applicable, under the rules and regulations of the SEC and the NYSE.

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STOCKHOLDER PROPOSALS FOR THE 2024 ANNUAL MEETING

If any stockholder wishes to propose a matter for consideration at our 2023 Annual Meeting of Stockholders, the proposal should be mailed by certified mail return receipt requested, to our Corporate Secretary, Ingersoll Rand Inc., 525 Harbour Place Drive, Suite 600, Davidson, North Carolina 28036. To be eligible under the SEC’s stockholder proposal rule (Rule 14a-8(e) of the Exchange Act) for inclusion in our 2023 Annual Meeting Proxy Statement and form of proxy, a proposal must be received by our Corporate Secretary on or before December 30, 2023. Failure to deliver a proposal in accordance with this procedure may result in it not being deemed timely received.

In addition, our Bylaws permit stockholders to nominate directors and present other business for consideration at our Annual Meeting of Stockholders. To make a director nomination or present other business for consideration at the Annual Meeting of Stockholders to be held in 2024, you must submit a timely notice in accordance with the procedures described in our Bylaws. To be timely, a stockholder’s notice shall be delivered to the Corporate Secretary at the principal executive offices of our Company not less than 90 days nor more than 120 days prior to the first anniversary of the preceding year’s annual meeting. Therefore, to be presented at our Annual Meeting to be held in 2024, such a proposal must be received on or after February 16, 2024, but not later than March 17, 2024. In the event that the date of the Annual Meeting of Stockholders to be held in 2024 is advanced by more than 30 days, or delayed by more than 70 days, from the anniversary date of this year’s Annual Meeting of Stockholders, such notice by the stockholder must be so received no earlier than 120 days prior to the Annual Meeting of Stockholders to be held in 2024 and not later than the later of the 90th day prior to such Annual Meeting of Stockholders to be held in 2024 or ten (10) calendar days following the day on which public announcement of the date of such Annual Meeting is first made. Any such proposal will be considered timely only if it is otherwise in compliance with the requirements set forth in our Bylaws. The proxy solicited by the Board for the 2024 Annual Meeting of Stockholders will confer discretionary authority to vote as the proxy holders deem advisable on such stockholder proposals which are considered untimely.

In addition to satisfying the foregoing requirements under our Bylaws, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than our nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than April 16, 2024.

HOUSEHOLDING OF PROXY MATERIALS

SEC rules permit companies and intermediaries such as brokers to satisfy delivery requirements for proxy statements and notices with respect to two or more stockholders sharing the same address by delivering a single proxy statement or a single notice addressed to those stockholders. This process, which is commonly referred to as “householding,” provides cost savings for companies by reducing printing and mailing costs and helps the environment by conserving natural resources. Some brokers household proxy materials, delivering a single proxy statement or notice to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker that they will be householding materials to your address, householding will generally continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in householding and would prefer to receive a separate proxy statement or notice, or if your household is receiving multiple copies of these documents and you wish to request that future deliveries be limited to a single copy, please notify your broker. If your household received a single Notice of Internet Availability of Proxy Materials or, if applicable, a single set of proxy materials this year, but you would prefer to receive your own copy, please contact Broadridge Householding Department, by calling their toll free number, 1-866-540-7095 or by writing to: Broadridge, Householding Department, 51 Mercedes Way, Edgewood, NY 11717. You will be removed from the householding program within 30 days of receipt of your instructions at which time you will then be sent separate copies of the documents.

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OTHER BUSINESS

The Board does not know of any other matters to be brought before the meeting. If other matters are presented, the proxy holders have discretionary authority to vote all proxies in accordance with their best judgment.

By Order of the Board of Directors,

Andrew Schiesl

Corporate Secretary

We make available, free of charge on our website, all of our filings that are made electronically with the SEC, including Forms 10-K, 10-Q and 8-K. To access these filings, go to our website (www.irco.com) and click on “Financials―SEC Filings” under the “Investors” heading.

Copies of our Annual Report on Form 10-K for the year ended December 31, 2022, including financial statements and schedules thereto, filed with the SEC, are also available without charge to stockholders upon written request addressed to:

Corporate Secretary

Ingersoll Rand Inc.

525 Harbour Place Drive, Suite 600

Davidson, North Carolina 28036

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ANNEX A

Reconciliation of GAAP Measures to Non-GAAP Measures

In addition to consolidated GAAP financial measures, Ingersoll Rand reviews various non-GAAP financial measures, including “Organic Revenue Growth,” “Adjusted EBITDA,” “Adjusted Net Income,” “Adjusted Diluted EPS,” “Free Cash Flow,” “Adjusted Free Cash Flow,” “Supplemental Adjusted EBITDA,” “Supplemental Adjusted Revenue” and “Supplemental Adjusted Diluted EPS.”

Ingersoll Rand believes Supplemental Adjusted EBITDA, Supplemental Adjusted Revenue and Supplemental Adjusted Diluted EPS are helpful supplemental measures to assist management and investors in evaluating the Company’s operating results as they provide supplemental information about the Company’s financial performance on a combined basis as if the Merger had occurred on January 1, 2019. Ingersoll Rand believes Adjusted EBITDA, Adjusted Net Income, Adjusted Diluted EPS, Supplemental Adjusted EBITDA, Supplemental Adjusted Revenue and Supplemental Adjusted Diluted EPS are helpful supplemental measures to assist management and investors in evaluating the Company’s operating results as they exclude certain items that are unusual in nature or whose fluctuation from period to period do not necessarily correspond to changes in the operations of Ingersoll Rand’s business. Ingersoll Rand believes Organic Revenue Growth is a helpful supplemental measure to assist management and investors in evaluating the Company’s operating results as it excludes the impact of foreign currency and acquisitions on revenue growth. Adjusted EBITDA represents net income before interest, taxes, depreciation, amortization and certain non-cash, non-recurring and other adjustment items. Adjusted Net Income is defined as net income including interest, depreciation and amortization of non-acquisition related intangible assets and excluding other items used to calculate Adjusted EBITDA and further adjusted for the tax effect of these exclusions. Organic Revenue Growth is defined as As Reported Revenue growth less the impacts of Foreign Currency and Acquisitions. Ingersoll Rand believes that the adjustments applied in presenting Adjusted EBITDA and Adjusted Net Income are appropriate to provide additional information to investors about certain material non-cash items and about non-recurring items that the Company does not expect to continue at the same level in the future. Adjusted Diluted EPS is defined as Adjusted Net Income divided by Adjusted Diluted Average Shares Outstanding.

Ingersoll Rand uses Free Cash Flow and Adjusted Free Cash Flow to review the liquidity of its operations. Ingersoll Rand measures Free Cash Flow as cash flows from operating activities less capital expenditures and Adjusted Free Cash Flow as cash flows from operating activities less capital expenditures and other adjustments. Ingersoll Rand believes Free Cash Flow and Adjusted Free Cash Flow are useful supplemental financial measures for management and investors in assessing the Company’s ability to pursue business opportunities and investments and to service its debt. Free Cash Flow and Adjusted Free Cash Flow are not measures of our liquidity under GAAP and should not be considered as an alternative to cash flows from operating activities.

Supplemental Adjusted EBITDA represents Adjusted EBITDA as if the Merger had occurred on January 1, 2019. Ingersoll Rand believes that the adjustments applied in presenting Adjusted EBITDA and Supplemental Adjusted EBITDA are appropriate to provide additional information to investors about certain material non-cash items and about non-recurring items that the Company does not expect to continue at the same level in the future. Supplemental Adjusted Revenue represents revenue for the Company as if the Merger had occurred on January 1, 2019. Supplemental Adjusted Diluted EPS is defined as Adjusted Net Income divided by Adjusted Diluted Average Shares Outstanding as if the Merger had occurred on January 1, 2019.

Management and Ingersoll Rand’s board of directors regularly use these measures as tools in evaluating the Company’s operating and financial performance and in establishing discretionary annual compensation. Such measures are provided in addition to, and should not be considered to be a substitute for, or superior to, the comparable measures under GAAP. In addition, Ingersoll Rand believes that Organic Revenue Growth, Adjusted EBITDA, Adjusted Net Income, Adjusted Diluted EPS, Free Cash Flow and Adjusted Free Cash Flow are frequently used by investors and other interested parties in the evaluation of issuers, many of which also present Adjusted EBITDA, Adjusted Net Income, Adjusted Diluted EPS, Free Cash Flow and Adjusted Free Cash Flow when reporting their results in an effort to facilitate an understanding of their operating and financial results and liquidity.

Organic Revenue Growth, Adjusted EBITDA, Adjusted Net Income, Adjusted Diluted EPS, Free Cash Flow, Adjusted Free Cash Flow, Supplemental Adjusted EBITDA, Supplemental Adjusted Revenue and Supplemental Adjusted Diluted EPS should not be considered as alternatives to net income, diluted earnings per share or any

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other performance measure derived in accordance with GAAP, or as alternatives to cash flow from operating activities as a measure of our liquidity. Organic Revenue Growth, Adjusted EBITDA, Adjusted Net Income, Adjusted Diluted EPS, Free Cash Flow, Adjusted Free Cash Flow, Supplemental Adjusted EBITDA, Supplemental Adjusted Revenue and Supplemental Adjusted Diluted EPS have limitations as analytical tools, and you should not consider such measures either in isolation or as substitutes for analyzing Ingersoll Rand’s results as reported under GAAP.

Reconciliations of Organic Revenue Growth, Adjusted EBITDA, Adjusted Net Income, Adjusted Diluted EPS, Free Cash Flow, Adjusted Free Cash Flow, Supplemental Adjusted EBITDA, Supplemental Adjusted Revenue and Supplemental Diluted EPS to their most comparable U.S. GAAP financial metrics for historical periods are presented in the tables below.

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INGERSOLL RAND INC. AND SUBSIDIARIES

ADJUSTED COMBINED FINANCIAL INFORMATION BY SEGMENT

(Unaudited; in millions, except per share amounts)

	For the Twelve Months Ended December 31,
	2022	2021
Ingersoll Rand
Orders	$6,367.6	$5,764.5
Revenue	5,916.3	5,152.4
Adjusted EBITDA (non-GAAP)	1,434.8	1,191.9
Adjusted EBITDA Margin (non-GAAP)	24.3%	23.1%
Adjusted Diluted EPS (non-GAAP)	$2.36	$2.09
Free Cash Flow (non-GAAP)	770.8	563.7
Free Cash Flow Margin (non-GAAP)	13.0%	10.9%

Industrial Technologies & Services
Orders	$5,120.1	$4,678.8
Revenue	4,705.1	4,161.0
Segment Adjusted EBITDA	1,214.0	1,033.7
Segment Adjusted EBITDA Margin	25.8%	24.8%

Precision & Science Technologies
Orders	$1,247.5	$1,085.7
Revenue	1,211.2	991.4
Segment Adjusted EBITDA	347.5	291.4
Segment Adjusted EBITDA Margin	28.7%	29.4%

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INGERSOLL RAND INC. AND SUBSIDIARIES

RECONCILIATION OF NET INCOME TO ADJUSTED EBITDA AND ADJUSTED NET INCOME AND CASH FLOWS FROM OPERATING ACTIVITIES FROM CONTINUING OPERATIONS TO FREE CASH FLOW

(Unaudited; in millions)

	For the Twelve Month Period Ended December 31,
	2022	2021
Net Income	$608.5	$565.0
Less: Income from discontinued operations	0.5	121.0
Less: Income tax benefit (provision) from discontinued operations	14.7	(79.4)
Income from Continuing Operations, Net of Tax	593.3	523.4
Plus:
Interest expense	103.2	87.7
Provision (benefit) for income taxes	149.6	(21.8)
Depreciation expense	81.8	85.1
Amortization expense	347.6	332.9
Restructuring and related business transformation costs	32.3	18.8
Acquisition related expenses and non-cash charges	40.7	65.2
Stock-based compensation	85.6	95.9
Foreign currency transaction gains, net	(5.9)	(12.0)
Loss (income) on equity method investments	(0.7)	11.4
Loss on extinguishment of debt	1.1	9.0
Adjustments to LIFO inventories	36.1	33.2
Gain on settlement of post-acquisition contingencies	(6.2)	(30.1)
Other adjustments	(23.7)	(6.8)
Adjusted EBITDA	$1,434.8	$1,191.9
Minus:
Interest expense	103.2	87.7
Income tax provision, as adjusted	267.3	120.7
Depreciation expense	81.8	85.1
Amortization of non-acquisition related intangible assets	18.8	17.0
Interest income on cash and cash equivalents	(8.0)	—
Adjusted Net Income	$971.7	$881.4

Cash Flows from Operating Activities from Continuing Operations	865.4	627.8
Minus:
Capital expenditures	94.6	64.1
Free Cash Flow	$770.8	$563.7

Revenue	5,916.3	5,152.4
Free Cash Flow Margin	13.0%	10.9%

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INGERSOLL RAND INC. AND SUBSIDIARIES

RECONCILIATION OF DILUTED NET INCOME PER SHARE TO

ADJUSTED DILUTED EARNINGS PER SHARE

(Unaudited; in millions, except per share amounts)

	For the Twelve Months Ended December 31,
	2022	2021
Diluted Net Income Per Share (As Reported)¹	$1.47	$1.34
Less: Diluted Net Income Per Share from Discontinued Operations (As Reported)¹	0.04	0.10
Diluted Net Income Per Share from Continuing Operations (As Reported)¹	1.44	1.24
Plus:
Provision (benefit) for income taxes	0.36	(0.05)
Amortization of acquisition related intangible assets	0.80	0.75
Restructuring and related business transformation costs	0.08	0.05
Acquisition related expenses and non-cash charges	0.10	0.15
Stock-based compensation	0.21	0.23
Foreign currency transaction gains, net	(0.01)	(0.03)
Loss on equity method investments	—	0.03
Loss on extinguishment of debt	—	0.02
Adjustments to LIFO inventories	0.09	0.08
Gain on settlement of post-acquisition contingencies	(0.02)	(0.07)
Other adjustments	(0.06)	(0.02)
Minus:
Income tax provision, as adjusted	0.65	0.29
Interest income on cash and cash equivalents	(0.02)	—
Adjusted Diluted Earnings Per Share²	$2.36	$2.09

Average shares outstanding:
Basic, as reported	405.3	414.8
Diluted, as reported	410.2	421.2
Adjusted diluted²	410.2	421.2

1	Basic and diluted earnings per share (as reported) are calculated by dividing net income attributable to Ingersoll Rand Inc. by the basic and diluted average shares outstanding for the respective periods.

2	Adjusted diluted share count and adjusted diluted earnings per share include incremental dilutive shares, using the treasury stock method, which are added to average shares outstanding.

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INGERSOLL RAND INC. AND SUBSIDIARIES

RECONCILIATION OF CASH FLOW FROM OPERATING ACTIVITIES FROM CONTINUING OPERATIONS TO ADJUSTED CASH FLOW FROM OPERATING ACTIVITIES TO ADJUSTED FREE CASH FLOW

(Unaudited; in millions)

			For the Twelve Months Ended December 31, 2021
Cash Flow from Operating Activities from Continuing Operations			$627.8
Plus:
Synergy delivery and stand-up related costs			31.3
Cash taxes related to SVT and HPS divestitures			253.7
Settlement of post-acquisition contingencies			(49.5)
Adjusted Cash Flow from Operating Activities			863.3
Minus:
Capital expenditures			64.1
Adjusted Free Cash Flow			$799.2

Revenue			$5,152.4
Adjusted Free Cash Flow Margin			15.5%

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INGERSOLL RAND INC. AND SUBSIDIARIES

REVENUE GROWTH BY SEGMENT⁽¹⁾

(Unaudited)

	For the Twelve Months Ended December 31,
	2022	2021
Ingersoll Rand
Organic growth	16.1%	12.3%
Impact of foreign currency	(5.7%)	2.6%
Impact of acquisitions	4.4%	3.7%
Total adjusted orders and revenue growth	14.8%	18.6%

Industrial Technologies & Services
Organic growth	17.5%	12.6%
Impact of foreign currency	(5.5%)	2.7%
Impact of acquisitions	1.1%	2.2%
Total adjusted orders and revenue growth	13.1%	17.5%

Precision & Science Technologies
Organic growth	10.3%	10.9%
Impact of foreign currency	(6.4%)	2.3%
Impact of acquisitions	18.3%	10.0%
Total adjusted orders and revenue growth	22.2%	23.2%

(1)

Organic growth, impact of foreign currency, and impact of acquisitions are non-GAAP measures. References to “impact of acquisitions” refer to GAAP sales from acquired businesses recorded prior to the first anniversary of the acquisition. The portion of GAAP revenue attributable to currency translation is calculated as the difference between (a) the period-to-period change in revenue (excluding acquisition sales) and (b) the period-to-period change in revenue (excluding acquisition sales) after applying prior year foreign exchange rates to the current year period.

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INGERSOLL RAND INC. AND SUBSIDIARIES

SUPPLEMENTAL ADJUSTED COMBINED FINANCIAL INFORMATION BY SEGMENT

(Unaudited; in millions)

	For the Twelve Months Ended December 31,
	2020	2019
Ingersoll Rand
Supplemental Adjusted Orders	$4,410.4	$4,829.9
Supplemental Adjusted Revenue (non-GAAP)	4,344.4	4,907.8
Supplemental Adjusted EBITDA (non-GAAP)	933.9	960.2
Supplemental Adjusted EBITDA Margin (non-GAAP)	21.5%	19.6%

Industrial Technologies & Services
Supplemental Adjusted Orders	$3,576.2	$3,983.0
Supplemental Adjusted Revenue (non-GAAP)	3,540.0	4,057.5

Precision & Science Technologies
Supplemental Adjusted Orders	$834.2	$846.9
Supplemental Adjusted Revenue (non-GAAP)	804.4	850.3

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INGERSOLL RAND INC. AND SUBSIDIARIES

SUPPLEMENTAL ADJUSTED COMBINED FINANCIAL INFORMATION

RECONCILIATION OF GAAP REVENUE TO SUPPLEMENTAL ADJUSTED REVENUE BY SEGMENT AND FOR THE COMPANY

(Unaudited; in millions)

	For the Twelve Month Period Ended December 31, 2020			For the Twelve Month Period Ended December 31, 2019
	GAAP Revenue	Adjustments⁽¹⁾	Supplemental Adjusted Revenue	GAAP Revenue	Adjustments⁽²⁾	Supplemental Adjusted Revenue
Segment
Industrial Technologies & Services	$3,248.2	$291.8	$3,540.0	$1,700.9	$2,356.6	$4,057.5
Precision & Science Technologies	725.0	79.4	804.4	316.6	533.7	850.3
Total Company	$3,973.2	$371.2	$4,344.4	$2,017.5	$2,890.3	$4,907.8

(1)

For the year ended December 31, 2020, the “Adjustments” column represents the impact of two months (January and February of 2020) of standalone legacy Ingersoll Rand Industrial Segment activity. As it relates to adjustments to Segment Adjusted EBITDA, these amounts are impacted by the merged Company's corporate costs, a portion of which is allocated to the business segments.

(2)

For the year ended December 31, 2019, the “Adjustments” column represents the impact of one full year of 2019 standalone legacy Ingersoll Rand Industrial Segment activity. As it relates to adjustments to Segment Adjusted EBITDA, these amounts are impacted by the newly merged Company's corporate costs, a portion of which is allocated to the business segments.

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INGERSOLL RAND INC. AND SUBSIDIARIES

SUPPLEMENTAL ADJUSTED COMBINED FINANCIAL INFORMATION

RECONCILIATION OF GAAP NET INCOME (LOSS) TO ADJUSTED EBITDA

AND SUPPLEMENTAL ADJUSTED EBITDA

(Unaudited; in millions)

	For the Twelve Months Ended December 31,
	2020	2019
Net Income (Loss) (GAAP)	$(32.4)	$159.1
Less: Income from discontinued operations	26.0	80.7
Less: Income tax provision from discontinued operations	(1.6)	(18.9)
Income (loss) from continuing operations, net of tax	(56.8)	97.3
Plus⁽¹⁾:
Interest expense	111.1	88.4
Provision for income taxes	11.4	12.9
Depreciation expense	75.3	41.2
Amortization expense	335.1	105.3
Impairment of intangible assets	19.9	—
Restructuring and related business transformation costs	88.0	19.6
Acquisition related expenses and non-cash charges	181.5	54.6
Stock-based compensation	47.0	20.2
Foreign currency transaction losses, net	18.6	7.3
Loss on extinguishment of debt	2.0	0.2
Shareholder litigation settlement recoveries	—	(6.0)
Adjustments to LIFO inventories	39.8	0.2
Other adjustments	5.2	0.4
Adjusted EBITDA⁽¹⁾	878.1	441.6
Additional Segment Adjusted EBITDA Adjustments⁽²⁾:
Industrial Technologies & Services	$40.3	$424.8
Precision & Science Technologies	20.4	140.2
Incremental corporate expenses not allocated to segments	(4.9)	(46.4)
Supplemental Adjusted EBITDA	933.9	960.2

(1)	These amounts are reported in accordance with US GAAP and have not been adjusted to reflect the pro forma impact of a full quarter of the combined Ingersoll Rand.

(2)

These “Additional Segment Adjusted EBITDA Adjustments” represent the impact of two months (January and February of 2020) of standalone legacy Ingersoll Rand Industrial Segment activity in the twelve month period ended December 31, 2020 and a full year of standalone legacy Ingersoll Rand Industrial Segment activity in the twelve month period ended December 31, 2019. The incremental corporate expenses not allocated to segments represent additional corporate expenses incurred by the Company to operate the combined Ingersoll Rand.

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INGERSOLL RAND INC. AND SUBSIDIARIES

UNAUDITED SUPPLEMENTAL ADJUSTED COMBINED FINANCIAL INFORMATION

RECONCILIATION OF GAAP DILUTED EARNINGS PER SHARE TO

SUPPLEMENTAL ADJUSTED DILUTED EARNINGS PER SHARE

(Unaudited; in millions, except per share amounts)

			For the Twelve Months Ended December 31, 2020
Diluted Loss Per Share (GAAP)			$(0.09)
Diluted Earnings Per Share from Discontinued Operations (GAAP)			0.06
Diluted Loss Per Share from Continuing Operations (GAAP)			(0.15)
Plus:
Effect of transaction⁽¹⁾			0.01
Legacy Ingersoll Rand Industrial Segment's earnings⁽²⁾			0.13
Interest expense			0.26
Provision for income taxes			0.03
Depreciation expense			0.18
Amortization expense			0.79
Impairment of intangible assets			0.05
Restructuring and related business transformation costs			0.21
Acquisition related expenses and non-cash charges			0.43
Stock-based compensation			0.11
Foreign currency transaction losses, net			0.04
Shareholder litigation settlement recoveries			0.09
Other adjustments			0.03
Minus:
Adjusted interest expense			0.28
Adjusted income tax provision, as adjusted			0.42
Adjusted depreciation expense			0.20
Adjusted amortization of non-acquisition related intangible assets			0.03
Supplemental Adjusted Diluted Earnings Per Share			$1.28
Supplemental Adjusted Diluted Shares Outstanding			422.5

(1)	This amount represents the impact of adjusting the GAAP weighted average shares outstanding for the period by the additional shares outstanding as if the acquisition of the Ingersoll Rand Industrial Segment was in effect for the entirety of the twelve month periods ended December 31, 2020.

(2)

The “Legacy Ingersoll Rand Industrial Segment's earnings” represent the impact of two months (January and February of 2020) of standalone legacy Ingersoll Rand Industrial Segment activity in the twelve month period ended December 31, 2020. This line is inclusive of incremental corporate expenses not allocated to segments which represent additional corporate expenses incurred by the Company to operate the combined Ingersoll Rand.

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Principal Occupation and Other Information

Michael A. Weatherred

Since the completion of the Merger, Michael A. Weatherred has served as the senior vice president of the Company, leading Ingersoll Rand Execution Excellence (IRX). Prior to the Merger, Mr. Weatherred served as vice president of Execution Excellence at Gardner Denver. He joined Gardner Denver in May 2018 as vice president of Gardner Denver Operating Systems. Prior to joining Gardner Denver, Mr. Weatherred served as vice president of Growth in the Danaher Business System Office of Danaher Corporation from 2013 to May 2018. Before that, he spent 12 years at Danaher in its Dental and Product ID platforms in various general management, marketing and strategic account roles. Prior to joining Danaher in 2002, Mr. Weatherred spent time at Honeywell and Black & Decker in various sales, marketing and general management roles.

Mr. Weatherred earned a bachelor of science in accounting from Pittsburg State University and a master of business administration from Loyola University.