Ingersoll Rand : 2025 Annual Report Proxy Statement

Published: 2026-04-27 08:30:11 ET IR

Published on 04/27/2026 at 08:30 am EDT

Notice of Annual Meeting of Stockholders

2026 Proxy Statement

For our Employees

For our Customers

For our For our

Shareholders Planet

https://www.irco.com

525 Harbour Place Drive, Suite 600 Davidson, North Carolina 28036

April 24, 2026

You are cordially invited to attend the 2026 Annual Meeting of Stockholders of Ingersoll Rand Inc. (the ''Annual Meeting'') to be held on Thursday, June 11, 2026 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 https://www.virtualshareholdermeeting.com/IR2026. 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 (or voting instruction form) if you elected to receive proxy materials by mail or your e-delivery notice or as otherwise provided by your broker, as applicable. 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 24, 2026, to our stockholders of record at the close of business on April 16, 2026. The notice contains instructions on how to access our Proxy Statement and 2025 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

Date and Time Thursday, June 11, 2026 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 https://www.virtualshareholdermeeting.com/ IR2026. You will need to have your 16-Digit Control Number included on your Notice, or your proxy card (or

voting instruction form) (if you received a printed copy of the proxy materials) or your e-delivery notice or as otherwise provided by your broker, as applicable to join the Annual Meeting.

Record date

April 16, 2026. Only stockholders of record at the close of business on April 16, 2026, 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.

ITEMS OF BUSINESS

2026 PROPOSALS

BOARD VOTE RECOMMENDATION

PAGE REFERENCE

(FOR MORE DETAIL)

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.

FOR

Page 12

Ratification of appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2026.

FOR

Page 32

Non-binding vote to approve executive compensation.

FOR

Page 35

Approval of Ingersoll Rand Inc. 2026 Omnibus Incentive Plan

FOR

Page 71

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.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be Held on Thursday, June 11, 2026: The Proxy Statement and 2025 Annual Report to Stockholders, which includes the Annual Report on Form 10-K for the year ended December 31, 2025, are available at https://www.proxyvote.com (a site that does not have ''cookies'' that identify visitors to the site).

By Order of the Board of Directors,

Andrew Schiesl Corporate Secretary April 24, 2026

Davidson, North Carolina

Page

Notice of 2026 Annual Meeting of Stockholders 1

General Information 7

Proposal One: Election of Directors 12

Director Biographies and Qualifications 13

The Board of Directors and Certain Governance Matters 18

Governance Highlights 18

Communications with the Board 19

Director Independence and Independence Determinations 19

Annual Independent Board Assessment 19

Incumbent Director Qualifications 19

Board Leadership Structure 20

Board Committees and Meetings 20

Oversight of Risk Management 23

Executive Sessions 24

Belonging, Engagement and Development 24

Commitment to Sustainability 25

Committee Charters and Corporate Governance Guidelines 26

Code of Conduct 26

Securities Trading Policy; Anti-Hedging and Anti-Pledging Policy 26

Director Nomination Process 27

Executive Officers of the Company 29

Proposal Two: Ratification of Independent Registered Public Accounting Firm 32

Audit and Non-Audit Fees 32

Report of the Audit Committee 34

Proposal Three: Non-Binding Vote to Approve Executive Compensation 35

Report of the Compensation Committee 36

Executive Compensation 37

Letter From the Compensation Committee 37

Stockholder Outreach and Engagement; ''Say on Pay'' Result 38

Compensation Discussion and Analysis 39

Executive Summary 39

2025 Executive Compensation Program in Detail 44

2025 Executive Compensation Decisions 44

2022 CEO Performance-Based Leadership Equity Incentive Award 48

2026 Compensation Actions 50

The Decision-Making Process 50

Other Compensation Practices and Policies that Align Our NEOs to Our Stockholders 51

Stock Ownership and Retention Policy 51

Anti-Hedging and Anti-Pledging Policies 52

Incentive Compensation Clawback Policy 52

Equity Grant Policies 52

Other Benefits 52

Employment Agreements 53

Severance and Change in Control Plan 53

Risk Management and Mitigation of Compensation Policies and Practices 53

Summary Compensation Table 54

Grants of Plan-Based Awards in 2025 55

Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards in 2025 56

Summary of NEO Offer Letters and Employment Agreements 56

Outstanding Equity Awards at 2025 Fiscal Year End 57

Option Exercises and Stock Vested in 2025 60

Non-Qualified Deferred Compensation - Fiscal 2025 60

Potential Payments to Named Executive Officers upon Termination of Employment or Change in Control 61

Executive Change in Control and Severance Arrangements 63

Treatment of Outstanding Equity Awards in the Event of Termination of Employment or Change in Control 64

Director Compensation in Fiscal 2025 66

Description of Director Compensation 66

Compensation Committee Interlocks and Insider Participation 67

CEO Pay Ratio 67

Pay vs. Performance (''PvP'') Disclosure 68

Proposal Four 71

The 2026 Plan Combines Compensation and Governance Best Practices 72

Why We Believe You Should Vote to Approve the 2026 Plan 72

Information on Equity Compensation Plans as of April 16, 2026 73

Background of Determination of Shares Under the 2026 Plan 74

Stockholder Approval 74

Material Terms of the 2026 Plan 75

Material U.S. Federal Income Tax Consequences 79

Section 409A of the Code 80

New Plan Benefits 80

Vote Required 80

Board Recommendation 80

Ownership of Securities 81

Transactions with Related Persons 83

Stockholder Proposals for the 2027 Annual Meeting 84

Householding of Proxy Materials 85

Other Business 86

Annex A: Forward-Looking Statements and Reconciliation of GAAP Measures to Non-GAAP Measures A-1

Annex B: Ingersoll Rand Inc. 2026 Omnibus Incentive Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . B-1

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

PROXY STATEMENT

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 24, 2026 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 11, 2026 (''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 https://www.virtualshareholdermeeting.com/IR2026. 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 voting instruction form) that accompanied your proxy materials or e-delivery notice or as provided by your broker, as applicable. 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:

The election of ten director nominees listed herein (the ''Director Election Proposal'').

Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2026 (the ''Ratification Proposal'').

Approval, in a non-binding advisory vote, of the compensation paid to the named executive officers (the ''Say on Pay

Proposal'').

4 Approval of the Ingersoll Rand Inc. 2026 Omnibus Incentive Plan (''2026 Omnibus Incentive Plan Proposal'')

WHO IS ENTITLED TO VOTE?

Stockholders as of the close of business on April 16, 2026 (the ''Record Date'') may vote at the Annual Meeting. As of that date, there were 391,332,297 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

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 2026 Omnibus Incentive Plan 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, Say on Pay Proposal and 2026 Omnibus Incentive Plan 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 each such proposal, which means that the number of shares voted ''FOR'' each proposal must exceed the total number of shares voted ''AGAINST'' or ''ABSTAIN'' at the Annual Meeting. While the Ratification Proposal and Say on Pay Proposal 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.

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.

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 2026 Omnibus Incentive Plan Proposal, you may vote ''FOR,'' ''AGAINST'' or ''ABSTAIN.'' Abstentions will be counted as a vote ''AGAINST'' the 2026 Omnibus Incentive Plan Proposal and broker non-votes will have no effect on the outcome of the 2026 Omnibus Incentive Plan Proposal.

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 Proposal, Say on Pay Proposal and 2026 Omnibus Incentive Plan 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'' the 2026 Omnibus Incentive Plan Proposal.

HOW CAN I ATTEND AND VOTE AT THE VIRTUAL ANNUAL MEETING?

Any stockholder can attend the Annual Meeting live online at https://www.virtualshareholdermeeting.com/IR2026. 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 are posted at https://www.virtualshareholdermeeting.com/IR2026;

Assistance with questions regarding how to attend and participate via the Internet will be provided at

https://www.virtualshareholdermeeting.com/IR2026 on the day of the Annual Meeting;

Technical support and assistance will be provided at https://www.virtualshareholdermeeting.com/IR2026 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 and a replay will be available at https://investors.irco.com/home/default.aspx under ''Events & Presentations.'' 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.

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.

We will have technicians ready to assist you with any technical difficulties you may have in accessing the live webcast. If you encounter any difficulties while accessing the virtual meeting during the check-in or meeting time, a technical assistance phone

number will be made available on the virtual meeting registration page 15 minutes prior to the start time of the Annual Meeting. The virtual meeting platform is fully supported across browsers (Firefox, Chrome, and Safari) and devices (desktops, laptops, tablets, and cell phones) running the most updated version of applicable software and plugins. Participants should ensure that they have a strong WiFi connection wherever they intend to participate in the Annual Meeting. Participants should also give themselves plenty of time to log in and ensure that they can hear audio prior to the start of the Annual Meeting. Please note that the technical assistance phone number is not for retrieving lost or misplaced control numbers.

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 https://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 (or voting instruction form) or notice of e-delivery 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 (or voting instruction form), or e-delivery notice 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 10, 2026 for the voting of shares held by stockholders of record or held in street name.

Mailed proxy cards or voting instruction forms, with respect to shares held of record or in street name, as applicable, must be received no later than June 10, 2026.

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 8, 2026.

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.

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.

PROPOSAL ONE:

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 2027 Annual Meeting of Stockholders or until his or her successor is duly elected and qualified:

NAME

AGE

POSITION

Vicente Reynal

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

William P. Donnelly

Independent Lead Director

Jerome Guillen

Independent Director

Jennifer Hartsock

Independent Director

John Humphrey

Independent Director

Marc E. Jones

Independent Director

Aurobind Satpathy

Independent Director

JoAnna L. Sohovich

Independent Director

Mark P. Stevenson

Independent Director

Michelle Swanenburg

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.

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.

Vicente

Years of Service: 10 Age: 51

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

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.

William P.

Years of Service: 9 Age: 64

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 has many years of experience with publicly held industrial and life science companies, including as chief financial officer and with leadership roles in strategy and operations and experience with respect to organic growth and product innovation.

Mr. Donnelly currently serves as the Chairman of the board of directors of Quanterix Corporation and as a member of the board of directors of T. Rowe Price Group, Inc.

Mr. Donnelly received a bachelor of science in business administration from John Carroll University.

Jerome

Years of Service: <1 Age: 53

Jerome Guillen joined our Board of Directors in 2026. Mr. Guillen spent more than two decades in leadership positions in the automotive and transportation industries, most recently as a president at Tesla, Inc. At Tesla, he held functional leadership across engineering, sales, supply chain, and manufacturing, and played a key role in launching the Model S and Semi Truck programs, advancing production efficiency, automation, and sustainable technologies. Prior to Tesla, he held leadership roles at Daimler AG and McKinsey & Company, focusing on product development, innovation, and operations excellence. Currently, Guillen advises several technology organizations on innovative technologies: from an emerging startup on orchestration of models to one of the largest hyperscalers for data centers. He also is a member of the Board of Directors of Vale Base Metals. Mr. Guillen holds degrees in engineering from ENSTA (Ecole Nationale Supérieure de Techniques Avancees) and from ETSII (Escuela Técnica Superior de Ingenieros Industriales) and a Doctor of Engineering from the University of Michigan.

Jennifer

Years of Service: 3 Age: 49

Jennifer Hartsock joined our Board of Directors in January 2023. Ms. Hartsock is an

Mr. Guillen's experience of driving innovation and operational excellence supports our commitment to delivering sustainable organic growth and industry-leading solutions for our customers.

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

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.

John

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. His technology background is invaluable as we harness the megatrend of digitization and its impact on our business.

Years of Service: 8 Age: 60

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, 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 a master of business administration from the University of Michigan.

Marc E.

Years of Service: 7 Age: 67

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. Humphrey has many years of experience at manufacturing companies and leading inorganic growth, including experience as the chief financial officer and board member of a publicly held company. His experience with respect to inorganic growth closely supports a pillar of our growth strategy.

Aurobind

Years of Service: 1 Age: 55

Aurobind Satpathy has been a member of our Board of Directors since July 2025.

Mr. Satpathy's leadership in high-impact engagements across diverse industries demonstrates his deep expertise in aligning strategy with execution and supports the Company's focus on unlocking value through bold, data-driven insights.

Mr. Satpathy currently serves as a senior partner at McKinsey & Company, a global management consulting firm. During his nearly 30-year career with McKinsey & Company,

Mr. Satpathy led multi-billion-dollar mergers, guided companies through public-to-private transitions, and architected growth strategies that resulted in increases in market capitalization. In addition, Mr. Satpathy led global technology-enablement efforts within McKinsey's Operations practice and held leadership roles across several offices, practices, and global committees. Mr. Satpathy serves as a member of the board of directors of Potter Global Technologies and the board of advisors of Brick, a digital health startup. He holds a BS in Engineering from the Indian Institute of Technology and a master of engineering from the University of Houston, as well as a master of business administration from Carnegie-Mellon University.

JoAnna L.

Years of Service: 3 Age: 54

JoAnna L. Sohovich joined our Board of Directors in 2023. Ms. Sohovich is the Chair of the Board of Directors for Chamberlain Group, a role she assumed on January 1, 2022 after serving as the Chief Executive Officer of Chamberlain Group from February 2016 until December 31, 2021. Prior to that, from January 2015 to February 2016, she was the Global President, STANLEY Engineered Fastening at Stanley Black & Decker, Inc. where she led a global technology and manufactured goods business. Before being appointed to this position in 2015, she served as Global President, Industrial & Automotive Repair since 2012 and, prior to that, Industrial & Automotive Repair President - North America, Asia and Emerging Regions since 2011, both at Stanley Black & Decker, Inc. From 2001 to 2011, Ms. Sohovich served in several roles of increasing responsibility at Honeywell International, including President, Security & Communications from 2010 to 2011 emphasizing new product development and innovation, Vice President & General Manager, Commercial Building Controls from 2008 to 2010 leading growth initiatives across a broad commercial building controls portfolio, and Integration Leader from 2007 to 2008 resulting in Honeywell's successful acquisition and integration of Maxon Corporation. Ms. Sohovich served as General Manager, Building Controls Field Devices from 2005 to 2007 and Vice President, Six Sigma for Honeywell from 2004 to 2005. Her earlier experience includes plant management, repair and overhaul shop management, quality management and service as an officer in the United States Navy. From 2014 until 2025, Ms. Sohovich also served on the Board of Directors of Barnes Group Inc. and as Chair of the Compensation and Management Development Committee and as a member of the Executive Committee of the Board of Directors for Barnes Group Inc. She received a bachelor of science in economics from the United States Naval Academy and a master of business administration from Santa Clara University.

Ms. Sohovich has extensive executive management and leadership experience, broad knowledge of industrial manufacturers, and direct experience in driving digitally focused product innovation and strategic growth initiatives, which experience is relevant to our product and service innovation in the areas of digitization and IIoT.

Disclaimer

Ingersoll Rand Inc. published this content on April 27, 2026, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on April 27, 2026 at 12:29 UTC.