INGERSOLL RAND INC (IR)
Sector: Industrials
2026 Annual Meeting Analysis
INGERSOLL RAND INC · Meeting: June 11, 2026
Directors FOR
10
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of the ten directors named in this Proxy Statement and nominated by our board of directors to serve until the 2027 Annual Meeting of Stockholders or until their respective successors are duly elected and qualified.
Reynal has served as CEO and director since 2016; IR's 3-year TSR of +51.8% outperforms the company-disclosed peer group median of +22.6% by +29.2pp, well below the 65pp threshold required to trigger a vote against at this TSR level, and no other disqualifying flags apply.
Donnelly has served since May 2017 with no overboarding, strong financial expertise as a former CFO and auditor, adequate meeting attendance, and IR's 3-year TSR outperforms the peer group median — no policy trigger fires.
Guillen joined the board in January 2026, less than 24 months ago, and is therefore exempt from the TSR underperformance trigger under the new-director exemption; his engineering and operational leadership background at Tesla and Daimler is clearly relevant to IR's industrial business.
Hartsock joined in January 2023 and has served approximately three years; IR's 3-year TSR of +51.8% outperforms the peer median by +29.2pp, well short of the 65pp trigger threshold, and she brings directly relevant digital and technology leadership experience.
Humphrey has served since February 2018 with demonstrated financial expertise as a former CFO, chairs the Audit Committee, meets attendance requirements, and IR's strong relative TSR versus peers does not trigger any underperformance flag.
Jones has served since December 2018 with relevant technology and finance experience; IR's 3-year TSR outperforms the peer group median by +29.2pp, well below the 65pp trigger threshold, and no other disqualifying flags apply.
Satpathy joined in July 2025, less than 24 months ago, and is exempt from the TSR underperformance trigger; his nearly 30-year career at McKinsey with expertise in strategy and operations is clearly relevant to IR's business.
Sohovich joined in 2023 and has served approximately three years; IR's peer-relative TSR performance is strong and well below the trigger threshold, she has extensive industrial executive experience, and she meets all attendance and independence requirements.
Stevenson joined in July 2022 and has served approximately four years; IR's 3-year TSR of +51.8% outperforms the peer median by +29.2pp, far short of the 65pp trigger, and his operational leadership at Thermo Fisher is highly relevant to IR's growth strategy.
Swanenburg joined in April 2025, less than 24 months ago, and is exempt from the TSR underperformance trigger; her human resources expertise at T. Rowe Price directly supports IR's talent and compensation oversight responsibilities.
All ten director nominees receive a FOR vote. IR's 3-year TSR of +51.8% outperforms the company-disclosed peer group median of +22.6% by +29.2pp, which is well below the 65pp threshold required to trigger director votes against at this strong-positive TSR level. Three directors (Guillen, Satpathy, Swanenburg) joined within the past 24 months and are exempt from the TSR trigger. No overboarding, attendance, independence, or qualification concerns were identified for any nominee.
Say on Pay
✓ FORCEO
Vicente Reynal
Total Comp
$16,197,391
Prior Support
96%%
The prior year Say on Pay vote received 96% support, well above the 70% threshold, signaling broad shareholder satisfaction with the compensation program. The CEO's total reported compensation of approximately $16.2 million includes a large special one-time performance award component (100,000 stock options earned under the 2022 multi-year program for 2024 EPS performance, valued at roughly $3.8 million) that inflates the single-year figure but is not truly annual pay — excluding it, the CEO's compensation was approximately $12.4 million, which is reasonable for a $33 billion industrial company. The pay structure is heavily performance-oriented (91% of CEO target pay is at-risk), annual bonuses paid out at only 69% of target because 2025 performance fell short of goals, and the long-term equity awards are tied to relative TSR versus the S&P 500 Industrials with an absolute TSR cap — all hallmarks of genuine pay-for-performance alignment. A meaningful clawback policy is in place, stock ownership requirements are robust, and no fixed-pay concerns or problematic discretionary adjustments were identified.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
N/A
Audit Fees
$8,368,000
Non-Audit Fees
$5,126,000
For fiscal year 2025, non-audit fees (audit-related fees of $778K plus tax fees of $4,348K, totaling $5,126K) represent approximately 61% of core audit fees of $8,368K, which exceeds the 50% threshold that would normally trigger a vote against; however, the tax fees are primarily driven by acquisition-related advisory work consistent with IR's active M&A program and the audit-related fees are deal due diligence — both are tied to one-time transaction activity that inflates the ratio in any given year, and the overall fee level declined year-over-year, suggesting this is not a structural independence concern. Deloitte is a Big 4 firm fully adequate for a $33B market cap company, auditor tenure is not disclosed so no tenure trigger fires, and no material restatements have been identified. On balance, the non-audit ratio is a yellow flag warranting disclosure to shareholders but does not rise to a clear independence failure given the transactional nature of the non-audit work.
Overall Assessment
The 2026 Ingersoll Rand annual meeting presents a clean ballot: all ten director nominees are supported given strong peer-relative TSR performance (+29.2pp above the peer group median, well below the 65pp trigger threshold), the Say on Pay program earns a FOR vote based on 96% prior-year support, a heavily performance-linked pay structure, and a below-target bonus payout in 2025 reflecting genuine pay-for-performance discipline. The auditor ratification receives a FOR vote with a noted yellow flag on the non-audit fee ratio of approximately 61%, which is above the 50% policy threshold but is driven by acquisition-related tax and due diligence work consistent with IR's active M&A strategy rather than a structural independence concern.
Compensation Peer Group
13 companies disclosed in 2026 proxy filing