Ingersoll Rand Extends Employment Agreement and Approves Multi-Year Equity Incentive Package for CEO Vicente Reynal

Executive Summary

On October 27, 2026, the Compensation Committee of the Board of Directors of Ingersoll Rand Inc. approved an amended and restated employment agreement and a new performance-based leadership equity incentive award for Vicente Reynal, the Company’s Chief Executive Officer and Chairman of the Board. Concurrently, the Company announced the retirement of Michael Weatherred, Senior Vice President of the Precision and Science Technologies (PST) Segment and Demand Generation and Execution (DGX).

Key Terms of CEO Employment Agreement & Equity Package

• Contract Term Extension: Extended initial term through February 29, 2032 (previously ending September 1, 2027), with subsequent automatic one-year extensions.
• Base Salary & Annual Bonus:
  • Annual base salary increased from $1,100,000 to $1,200,000.
  • Annual target bonus remains unchanged at 150% of base salary.
• Performance Stock Unit (PSU) Award:
  • Expected grant of 226,098 PSUs on November 23, 2026, valued at approximately $17.1 million based on the effective date stock price.
  • Performance Period: January 1, 2027 through December 31, 2031 (5-year period).
  • Vesting Criteria: Based on 5-year Adjusted EPS Compound Annual Growth Rate (CAGR):
    • ≥8% Adjusted EPS CAGR vests 50%.
    • ≥10% Adjusted EPS CAGR vests 100% (with linear interpolation between 8% and 10%).
    • ROIC Modifier: Cumulative ±10% adjustment across the five fiscal years based on annual return on invested capital performance.
• Performance-Conditioned Annual Stock Options:
  • For fiscal years 2027 through 2031, Mr. Reynal is eligible for annual option grants based on single-year Adjusted EPS growth:
    • 9% growth: 50,000 stock options.
    • ≥10% growth: 100,000 stock options.
    • Between 9% and 10%: Linear interpolation between 50,000 and 100,000 options.
  • 5-year cliff vesting from grant date.
• Severance & Change in Control Updates:
  • Standard qualifying termination outside change in control includes 1.0x base salary, prorated annual bonus, and 12 months employer COBRA premiums.
  • In a Change in Control Protection Period (6 months prior to 2 years after a Change in Control), severance enhances to 1.5x base salary, prorated bonus, and 18 months COBRA coverage (tax grossed-up).
• Perquisites: Personal use of company aircraft capped at an aggregate incremental cost of $400,000 per fiscal year.

Leadership Updates

• Michael Weatherred Retirement: Retired as SVP of PST and DGX effective October 27, 2026; will serve in an advisory capacity through May 2028.
• Succession Appointments: Effective October 27, 2026, Scott Watson was named Senior Vice President and Group President, Industrial Technologies and Services North America and EMEIA, and Shaun Carlson was named Senior Vice President and Group President, PST.