Business Context and Reporting Period
This Form 8-K filing by Ingersoll Rand Inc. (NYSE: IR) reports a corporate governance event dated April 3, 2025. The filing details the appointment of a new director to the Board of Directors.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. The document focuses exclusively on personnel changes and associated compensation arrangements.
Material Changes
The primary material change reported is the appointment of Michelle Swanenburg as a director, effective April 3, 2025. She was appointed to serve until the 2025 Annual Meeting of Stockholders and the election of her successor. Additionally, she was assigned to the Compensation Committee and the Sustainability Committee. The Board determined she qualifies as an independent director.
Management Commentary and Compensation
Ms. Swanenburg will be compensated as a non-employee director on a prorated basis. The compensation package includes:
- Annual Retainer: $61,875 (prorated).
- Restricted Stock Units (RSUs): An award with a value of $144,375.
- Vesting: The RSUs will vest in full on the one-year anniversary of the Grant Date (May 5, 2025).
- Share Calculation: The number of RSUs will be determined based on the closing price of the Company's common stock on the Grant Date, rounded down to the nearest whole share.
The filing states there are no arrangements or understandings with other persons regarding her selection, and she is not a party to any transaction requiring disclosure under Item 404(a) of Regulation S-K.
Investor Verification Checklist
- Verify the closing price of Ingersoll Rand Inc. common stock on May 5, 2025, to calculate the exact number of RSUs granted.
- Confirm Ms. Swanenburg's tenure duration relative to the 2025 Annual Meeting of Stockholders.
- Review the Company's Corporate Governance Guidelines to confirm the independence criteria applied to this appointment.
- Note that this filing contains no financial results; refer to the most recent 10-Q or 10-K for financial metrics.