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 |
☒ | | | 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 |
| | Date and Time Thursday, June | ||||
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/ IR2024. 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 | ||
| 2024 Proposals | | | Board Vote Recommendation | | | (for more detail) | | |||
| 1 | | | Election of the ten directors named in this Proxy Statement and nominated by our board of directors to serve until the or until their respective successors are duly elected and qualified. | |||||||
| | FOR | | | | ||||||
| 2 | | | Ratification of appointment of Deloitte & Touche LLP as our independent registered public accounting firm for | |||||||
| | FOR | | | | ||||||
| 3 | | | Non-binding vote to approve executive compensation. | |||||||
| | FOR | | | | ||||||
| 4 | | | | | | | |
| Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be Held on Thursday, June 13, 2024: The Proxy Statement and 2023 Annual Report to Stockholders, which includes the Annual Report on Form 10-K for the year ended December 31, 2023, are available at www.proxyvote.com. | |
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| 1 | | | The election of ten director nominees listed herein (the “Director Election Proposal”). | |
| 2 | | | Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2024 (the “Ratification Proposal”). | |
| 3 | | | Approval, in a non-binding advisory vote, of the compensation paid to the named executive officers (the “Say on Pay Proposal”). | |
• | Instructions on how to attend and participate via the Internet, including how to demonstrate proof of stock ownership, are posted at www.virtualshareholdermeeting.com/ |
• | Assistance with questions regarding how to attend and participate via the Internet will be provided at www.virtualshareholdermeeting.com/ |
• | Technical support and assistance will be provided at www.virtualshareholdermeeting.com/ |
| | By Internet If you have Internet access, you may submit your proxy by going to www.proxyvote.comand 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. |
| Name | | | Age | | | Position | |
| Vicente Reynal | | | | | Chief Executive Officer, President and Chairman of the Board of Directors | | |
| William P. Donnelly | | | | | Independent Lead Director | | |
| Kirk E. Arnold | | | | | Independent Director | | |
| Gary D. Forsee | | | | | Independent Director | | |
| Jennifer Hartsock | | | | | Independent Director | | |
| John Humphrey | | | | | Independent Director | | |
| Marc E. Jones | | | | | Independent Director | | |
Julie A. Schertell | | | | | Independent Director | | ||
JoAnna A. Sohovich | | | | | Independent Director | | ||
Mark P. Stevenson | | | | | Independent Director | |
| Your Board of Directors recommends that you vote “FOR” the election of each of the Director nominees named above. | |
Vicente Reynal Years of Service: 8 Age: 49 | |||
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. | |||
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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 | |||
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William P. Donnelly Years of Service: 7 Age: 62 | 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 | ||
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| 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 | ||
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Kirk E. Arnold Years of Service: 4 Age: 64 | Kirk E. Arnold joined our Board of Directors upon completion of the Merger (as defined under |
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. In addition, she serves on the boards of directors of The Predictive Index and Housecall Pro, both private companies. Ms. Arnold received a bachelor’s degree from Dartmouth College. | |||
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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. | |||
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Gary D. Forsee Years of Service: 4 Age: 74 | 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). | |||
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| In addition to his broad operational and financial expertise, Mr. Forsee’s experience as chairman and chief executive officer | |
Jennifer Hartsock Years of Service: 1 Age: 47 | ||||
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. | ||||
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| Ms. | |
John Humphrey Years of Service: 6 Age: 58 | |||
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 | |||
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| 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. | |
Marc E. Jones Years of Service: 5 Age: 65 | 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. | |||
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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. | |
Julie A. Schertell Years of Service: 1 Age: 55 | Julie A. Schertell joined our Board of Directors in 2023. Since July 2022, Ms. Schertell has served as President and Chief Executive Officer of Mativ Holdings, Inc. and on its Board of Directors. Formerly President and Chief Executive Officer of Neenah, Inc., she has held numerous leadership positions within the company over the last 15 years, including Chief Operations Officer, Segment President of Technical Products and Fine Paper & Packaging, and Vice President and General Manager of Fine Paper & Packaging. Ms. Schertell began her career at Georgia-Pacific in 1992 as a Financial Analyst for Consumer Products. While at Georgia-Pacific, she served in several roles over her 16-year career there, including Vice President of Sales and Marketing Strategy, Vice President of Supply Chain, Director of Sales Operations and Director of Financial Planning and Analysis. Ms. Schertell graduated from Florida State University’s College of Business in 1991 with a bachelor of science in Accounting and received her MAcc degree from the University of Georgia’s Terry College of Business in 1992. | | |
Ms. Schertell has extensive executive management and leadership experience as well as accounting and finance expertise. Having led a complex transformational merger, she brings significant insights on acquisition execution and integration that are applicable to our organic growth strategy. | |
JoAnna L. Sohovich Years of Service: 1 Age: 52 | ||
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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. | |
Mark P. Stevenson Years of Service: 2 Age: 61 | Mark P. Stevenson joined our Board of Directors in July 2022. Mr. Stevenson currently serves as senior advisor for General Atlantic, a leading global growth equity | ||
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| 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 | ||
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• Chair • Member Ingersoll Rand. 20 2024 Proxy Statement | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
• | 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. |
1 | Employees must be full-time and have one year of service to be eligible. Not available to employees who participate in the Company’s management equity program or 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. |
2 | Calculated as the December 31, 2023 value of all Ownership Works grants, Merger grants, and IPO grants. Assumes all employees have held the grants through December 31, 2023. |
Santiago Arias Duval Years of Service: 7 Age: 37 | |||||||
Since September 2023, Santiago Arias Duval has led the Mr. Duval joined Gardner Denver in 2017 and has served in various leadership positions prior to and after the Merger, including as the general manager of the Prior to | |||||||
vegetable supply chains. | | ||||||
Mr. Georgia Institute of Technology and a master of business administration from the MIT Sloan School of Management. | |
Matt Emmerich Years of Service: 1 Age: 48 | Since July 2023, as chief information officer (CIO), Matt Emmerich has led the overall strategy and execution of the company’s global technology footprint across technology operations, infrastructure, applications and information security. His leadership is critical to the company’s cyber risk management and innovation strategies. As a proven leader in information technology, Mr. Emmerich has extensive experience driving enterprise transformation, M&A integrations and building diverse, high-performing teams. In addition, he has leadership experience at scale in digital innovation, global market operations and cybersecurity. Prior to joining Ingersoll Rand in 2023, Mr. Emmerich held senior leadership roles at Polaris, including the CIO, vice president of Global Chief Digital & Information Services and vice president of Service. | | |
Mr. Emmerich received his master of business administration from St. Cloud State University and his bachelor’s degree from St. John’s University. | |
Elizabeth M. Hepding Years of Service: 3 Age: 46 | 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. | |
Kathleen M. Keene Years of Service: 4 Age: 50 | Kathleen Keene has served as our senior vice president | | |||||
Ms. Keene holds a bachelor’s degree in business administration and management from Pennsylvania State University. | |
Vikram Kini Years of Service: 13 Age: 43 | |||||||
Vikram Kini has served as our senior vice president and chief financial officer since June | | ||||||
Mr. Kini holds a bachelor’s degree in business administration from Boston University. | | ||||||
Andrew Schiesl Years of Service: 11 Age: 52 | |||||||
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, communications, EHS, 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. | |||||||
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Michael A. Weatherred Years of Service: 6 Age: 62 | 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. | | ||||||
| | 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 |
| | | For the Years Ended December 31, (in thousands) | | ||||
| | | 2022 $ | | | 2023 $ | | |
| Fees: | | | | | | ||
| Audit fees(1) | | | 7,939 | | | 7,799 | |
| Audit Related fees(2) | | | 5,603 | | | 2,546 | |
| Tax fees(3) | | | 5,865 | | | 3,302 | |
| All other fees | | | — | | | — | |
| Total | | | 19,407 | | | 13,647 | |
Audit fees include fees for the annual integrated audit, quarterly reviews, and non-U.S. statutory |
Audit related fees include fees primarily for business due diligence services related to various acquisitions. |
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. |
| Your Board of Directors recommends that you vote “FOR” the ratification of Deloitte & Touche LLP as our independent registered public accounting firm for 2024. | |
| Your Board of Directors recommends that you vote “FOR” the approval of the compensation paid to our named executive officers. | |
| William Donnelly Lead Director | |
| Kirk Arnold Chair of the Compensation Committee | |
― | This is on top of the ~$8 billion increase to market capitalization from the time of the Merger to grant date, reinforcing the challenging nature of the 5-year goals |
| Period | | | Ingersoll Rand | | | Proxy Peer MEDIAN | | | S&P 500 | | | S&P 500 Industrials | |
| 1 Year | | | 48.0% | | | 17% | | | 26% | | | 16% | |
| 3 Year | | | 70.0% | | | 29% | | | 33% | | | 29% | |
| 5 Year | | | 279.0% | | | 121% | | | 107% | | | 78% | |
1. | Source: S&P CapitalIQ. |
2023 SPRING ENGAGEMENT | | |||||||||
Shareholders Contacted: 25 | | | | | represented 69% of shares | | | Key Themes Discussed: • Following proxy advisory firms’ recommendation to vote against our Say-on-Pay proposal, our Lead Director, Committee chair and management contacted shareholders prior to the annual meeting to understand their perspectives. • We heard from certain shareholders that while they were supportive of our efforts to retain our CEO, Vicente Reynal, but in several cases, follow the proxy advisor recommendations. • While shareholders agreed that the CEO grant was retentive and motivational, some questioned the magnitude of the grant. • We heard from certain shareholders that they would like to see more enhanced disclosure around our Management Incentive Plan (“MIP”) with respect to the goals and outcomes. • Some shareholders were not in favor of the adjustment applied to the 2022 MIP payout. • Some shareholders suggested we refresh our proxy statement disclosure and include more graphics and tables. | | |
Total Engaged: 27% of shares outstanding, | | | | | held by 14 of our largest shareholders | |
2024 WINTER ENGAGEMENT | | |||||||||
Shareholders Contacted: 40 | | | | | represented 75% of shares | | | Key Themes Discussed: • Shareholders were strongly supportive of our executive compensation program and provided suggestions around certain metrics to consider in our incentive plans. • Regarding the CEO grant, shareholders agreed it was well constructed, but given the magnitude, expressed questions around whether it would be recurring. • In general, shareholders were pleased with the compensation program and preferred to focus on other topics, such as business strategy, overall governance, and succession planning. | | |
Total Engaged: 36% of shares outstanding, | | | | | held by 13 of our largest shareholders, including 8 investors we spoke to in Spring | |
| We appreciate our shareholders taking the time to provide us with their insights. The key themes and actions taken in response to shareholder and proxy advisor views are summarized below: | |
| What We Heard | | | | | Our Response | | |
| Provide more rationale behind 2022 large one-time grant of performance-based stock units and options to the CEO | | | | | We have provided extensive detail in this proxy statement around the business reasons for the grant and the Committee’s views around how it was determined. (see page 39) | | |
| Confirm that the special grant to the CEO was a one-time event and that further grants of this magnitude are not expected in the near term | | | | | The Committee did not make any outsized grants to its current named executive officers (NEOs) in 2023, including the CEO. The 2022 CEO grant was designed as a special, long term award and provides for vesting and retention power for our CEO over a 10-year period. The Committee does not intend to make additional outsized grants to the CEO during fiscal year 2024 or in the near term. Of course, if special circumstances arise that are not addressable via the ongoing executive compensation program, the Committee may reevaluate this position. | | |
| Avoid the use of upward discretion under the incentive plans | | | | | The Committee did not apply holistic adjustments outside of the formulaic result under any incentive plans that impacted our executive officers in 2023. | | |
| Consider a review of the incentive plans to determine if they include the appropriate metrics, e.g., a capital return metric | | | | | The Board believes a capital return objective is not needed at this time given the Board closely monitors return on invested capital in a number of ways, including oversight of the Company’s M&A activities. We are committed to constantly evaluating compensation program design to ensure it is well aligned with the Company’s strategy and shareholder value creation. | | |
| Refresh the annual proxy statement to provide more clear and easy to read disclosure | | | | | In addition to receiving support from its compensation consultant and legal counsel, the Company engaged with a creative consultant to revamp the proxy content and refresh the design of the proxy statement. | | |
| Provide more specific disclosure around the goals under the Management Incentive Plan | | | | | We have included an additional section in this Compensation Discussion and Analysis regarding the specific goals and payout levels for NEOs at each level of performance. | |
3 | 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 |
5 | As of December 8, 2023, Ingersoll Rand ranked first in the world within the IEQ Machinery and Electrical Engineering industry, achieving a score of 81 (out of 100) in the 2023 S&P Global Corporate Sustainability Assessment. Receipt of an S&P Global ESG Score does not represent a sponsorship, endorsement or recommendation on the part of S&P Global to buy, sell or hold any security and a decision to invest in any subject company should not be made based on the receipt of any such note. |
6 | As of April 2023, Ingersoll Rand received an ESG Risk Rating of 12.8 from Morningstar Sustainalytics, ranking it second in the Machinery industry group, which places it in the 1st percentile for its industry. This risk rating also places Ingersoll Rand in the 6th percentile of all companies rated by Morningstar Sustainalytics. This risk rating is based on information and data developed by Sustainalytics and is proprietary to Sustainalytics and/or its third-party suppliers and is provided for informational purposes only. The risk rating does not constitute an endorsement of any product or project, nor an investment advice and the information upon which it is based is not warranted to be complete, timely, accurate or suitable for a particular purpose. The use of the risk rating is subject to conditions available at https://www.sustainalytics.com/legal-disclaimers. In no event shall this risk rating be construed as investment advice or expert opinion as defined by any applicable legislation or otherwise. |
7 | The use by Ingersoll Rand of any MSCI ESG research LLC or its affiliates (“MSCI”) data, and the use of MSCI logos, trademarks, service marks or index names herein, do not constitute a sponsorship, endorsement, recommendation, or promotion of Ingersoll Rand by MSCI. MSCI services and data are the property of MSCI or its information providers and are provided “as-is” and without warranty. MSCI names and logos are trademarks or service marks of MSCI. |
8 | 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. 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. |
9 | Management estimates. |
10 | This figure excludes the acquisition of SPX Flow's Air Treatment business, which closed on January 2, 2023, and was included in our 2022 M&A metrics. |
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| Vicente Reynal | | | | |||||||
| Vikram Kini | | | | |||||||
| Andrew Schiesl | | | Senior Vice President, General Counsel, Chief Compliance Officer and Secretary | | ||||||
| Michael Weatherred | | | Senior Vice President, IR Execution Excellence (IRX) and Business Excellence | | ||||||
| Gary Gillespie | | | Senior Vice President, General Manager, Industrial Technologies and Services, Americas | | ||||||
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| Element | | | Target Positioning vs. Market | | | Primary Objectives | | |||
| Base Salary | | | At or below median | | | • | Attract and retain high-performing and experienced individuals | | ||
| • | Provide steady source of income | | ||||||||
| Annual Cash Incentives | | | At median | | | • | Motivate executives to achieve challenging short-term performance goals | | ||
| • | Align with annual financial objectives | | ||||||||
| • Opportunity to earn above target for strong performance | | |||||||||
| Long-Term Equity Incentives | | | Above median | | | • | 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 | |
| | WHAT WE DO | | | | | WHAT WE DON’T DO | |||||||
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Significant Portion of Pay Focused on Long-Term Value Creation | | | | | No Guaranteed Bonuses | |||||||||
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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 | |||||||||
| | 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 | | | | |
| Name/Title | | | Annual Salary | | | 2023 AIP Target | | | LTI Target Grant Value | | | Target TDC | | |||||||||
| 12/31/22 | | | 12/31/23 | | | % Change | | | as % of Salary | | | Value | | |||||||||
| Vicente Reynal, Pres. & CEO | | | $1,100,000 | | | $1,144,000 | | | 4% | | | 150% | | | $1,716,000 | | | $7,000,000 | | | $9,860,000 | |
| Vikram Kini, SVP & CFO | | | $525,000 | | | $625,000 | | | 19% | | | 85% | | | $531,250 | | | $1,800,000 | | | $2,956,250 | |
| Andrew Schiesl, GC & CCO (Compliance) & Sec. | | | $500,000 | | | $520,000 | | | 4% | | | 75% | | | $390,000 | | | $1,150,000 | | | $2,060,000 | |
| Michael Weatherred, SVP, Ingersoll Rand Execution Excellence (IRX), and Commercial Excellence | | | $430,000 | | | $460,000 | | | 7% | | | 75% | | | $345,000 | | | $1,000,000 | | | $1,805,000 | |
| Gary Gillespie, SVP & GM Industrial Tech. and Services, Americas | | | $400,000 | | | $425,000 | | | 6% | | | 75% | | | $318,750 | | | $900,000 | | | $1,643,750 | |
| Enrique Miñarro Viseras, Former SVP & GM, Global Precision and Science Technologies1 | | | $505,000 | | | $540,000 | | | 7% | | | 85% | | | $459,000 | | | $2,300,000 | | | $3,299,000 | |
1. | Mr. Miñarro Viseras is based in Europe and compensated in Euros. His 2022 base salary was approved by the 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. His 2023 base salary was approved by the Committee at a rate of $540,000 USD per year and was translated to €476,820 EUR at the 5-year average exchange rate as of December 31, 2022. The percent increase for Mr. Miñarro Viseras reflects the calculation in local currencies to mute the impact of exchange rate fluctuations. In connection with Mr. Miñarro Viseras’ departure from the Company on September 8, 2023, his rights to a 2023 MIP payout and all outstanding unvested equity grants were forfeited. |
| | | | ||||||||
| Vicente Reynal, Pres. & CEO | | | Market adjustment | | ||||||
| Vikram Kini, SVP & CFO | | | Market adjustment in line with “glidepath” as further described below, and recognition of increased experience and strong performance | | ||||||
| (Compliance) & Sec. | | | | |||||||
| Michael Weatherred, SVP, Ingersoll Rand Execution Excellence (IRX), and | | | | |||||||
| Gary Gillespie, SVP & GM Industrial Tech. and Services, Americas | | | | |||||||
| | | |||||||||
Market adjustment | |
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% |
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% |
Adjusted EBITDA represents net income (loss) before interest, taxes, depreciation and amortization, as further adjusted to exclude certain |
12 | Defined as Accounts Receivables and Contract Assets + Inventory (excluding LIFO) - Accounts Payable - Contract Liabilities |
| 2023 MIP Structure Program Payout (CEO, CFO, GC, IR Strategy and Bus. Development) | | |||||||||||||||
| Corporate Metrics | | | Metric Weighting | | | Threshold 50% Payout | | | Target 100% Payout | | | Maximum 200% Payout | | | Payout | |
| Adjusted EPS | | | 75% | | | $2.28 | | | $2.53 | | | $2.78 | | | 200% | |
| Free Cash Flow | | | 25% | | | $931 | | | $1,035 | | | $1,138 | | | 200% | |
| Total Weighting | | | 100% | | | | | | | | | 200% | |
| 2023 MIP Structure Program Payout (SVP & GM ITS Americas) | | |||||||||||||||||||||
| ITS Americas Metrics | | | Metric Weighting | | | Segment Weighting | | | Calculated Weighting | | | Threshold 50% Payout | | | Target 100% Payout | | | Maximum 200% Payout | | | Payout | |
| BU AEBITDA | | | 75% | | | 70% | | | 53% | | | $647 | | | $719 | | | $791 | | | 200% | |
| Segment AEBITDA | | | 30% | | | 23% | | | $1,301 | | | $1,445 | | | $1,590 | | | 200% | | |||
| BU Business Oper. Cash Flow | | | 25% | | | 100% | | | 25% | | | $596 | | | $662 | | | $728 | | | 186% | |
| Total Weighting | | | 100% | | | | | 100% | | | | | | | | | 196% | |
| | | | | | | | 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 |
| | | | | Adjusted EPS (75%) | | | Free cash flow (25%) | | | | |||||||||||||||||||||
| NEO | | | 2023 Base Salary Rate $ | | | Target MIP % | | | Target MIP Amount $ | | | 2023 % of Tgt Achieved | | | Calc’d Payout % | | | 2023 Actual | | | Calc’d Payout % | | | Calc’d Payout Factor | | | Approved Payout Factor | | | 2023 MIP Payout $ | |
| Vicente Reynal | | | 1,144,000 | | | 150% | | | 1,716,000 | | | 117% | | | 200% | | | 1,272 | | | 200% | | | 200% | | | 200% | | | 3,432,000 | |
| Vikram Kini | | | 625,000 | | | 85% | | | 531,250 | | | 117% | | | 200% | | | 1,272 | | | 200% | | | 200% | | | 200% | | | 1,062,500 | |
| Andrew Schiesl | | | 520,000 | | | 75% | | | 390,000 | | | 117% | | | 200% | | | 1,272 | | | 200% | | | 200% | | | 200% | | | 780,000 | |
| Michael Weatherred | | | 460,000 | | | 75% | | | 345,000 | | | 117% | | | 200% | | | 1,272 | | | 200% | | | 200% | | | 200% | | | 690,000 | |
| Gary Gillespie | | | 425,000 | | | 75% | | | 318,750 | | | 119% | | | 200% | | | 719 | | | 186% | | | 196% | | | 196% | | | 624,750 | |
For Messrs. Reynal, Kini, Schiesl and Weatherred, reflects achievement and calculated payout factors vs. targets for the Company. For Mr. |
• | 50% in Performance Share Units (PSUs).The PSUs have a 3-year performance period that runs from January 1, |
• | 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. |
• | 25% in Time-Vesting Restricted Stock Units (RSUs). RSUs vest in equal, annual installments over a four-year period. |
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 |
| NEO | | | PSUs (50%) $ | | | RSUs (25%) $ | | | Stock Options (25%) $ | |
| Vicente Reynal | | | 3,500,000 | | | 1,750,000 | | | 1,750,000 | |
| Vikram Kini | | | 900,000 | | | 450,000 | | | 450,000 | |
| Andrew Schiesl | | | 575,000 | | | 287,500 | | | 287,500 | |
| Michael Weatherred | | | 500,000 | | | 250,000 | | | 250,000 | |
| Gary Gillespie | | | 450,000 | | | 225,000 | | | 225,000 | |
| Enrique Miñarro Viseras(1) | | | 1,150,000 | | | 575,000 | | | 575,000 | |
1. | Mr. Miñarro Viseras left the Company on September 8, 2023, and his 2023 equity grants were forfeited. |
13 | If prior to the end of the Performance Period, a company or entity that is in the S&P 500 Industrials on January 1, |
| 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 | | | | | | | |
| (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. The TSR Target Price was achieved on March 6, 2024. | | | (ii) Stock Options will 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. a. 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. b. If the Adjusted EPS goal is not achieved, no stock options would be granted for that fiscal year under this component of the award. | | ||||||
| a. Adjusted EPS PSUs: 75% of the PSUs (750,000 PSUs) are eligible to vest at the end of the 5-year period 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. | | |||||||||
| | | Adj. EPS CAGR Goals | | | # of PSUs Eligible to Vest | | | | ||
| | | ≥10% | | | 250,000 | | | | ||
| | | ≥12% | | | 500,000 | | | | ||
| | | ≥15% | | | 750,000 | | | | ||
| b. TSR PSUs: 25% of the PSUs (250,000) would be earned (but not vested) only if the TSR Target Price14 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. The TSR Target Price was achieved on March 6, 2024. | |
14 | 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 $46.45, the 60-day volume weighted average closing price of the Company’s common stock immediately preceding the grant date. |
NEO | | | Target # PSUs Granted in 2020 | | | 2020-22 PSU Payout Factor | | | # PSUs Earned at 2022YE (Distributed in 2023) |
Vicente Reynal | | | 120,546 | | | 200% | | | 241,092 |
Vikram Kini | | | 17,864 | | | 200% | | | 35,728 |
Enrique Miñarro Viseras | | | 17,992 | | | 200% | | | 35,984 |
Andrew Schiesl | | | 17,092 | | | 200% | | | 34,184 |
Michael Weatherred | | | 12,594 | | | 200% | | | 25,188 |
| NEO | | | Target # PSUs Granted in 2021 | | | 2021-23 PSU Payout Factor | | | # PSUs Earned at 2023YE (Distributed in 2024) | |
| Vicente Reynal | | | 73,497 | | | 200% | | | 146,994 | |
| Vikram Kini | | | 12,066 | | | 200% | | | 24,132 | |
| Andrew Schiesl | | | 10,421 | | | 200% | | | 20,842 | |
| Michael Weatherred | | | 7,678 | | | 200% | | | 15,356 | |
| Gary Gillespie | | | 7,678 | | | 200% | | | 15,356 | |
| AMETEK, Inc. | | | Dover Corporation | | | Flowserve Corporation | |
| Fortive Corporation | | | IDEX Corporation | | | Illinois Tool Works | |
| Mettler-Toledo International, Inc. | | | Nordson Corporation | | | Parker-Hannifin Corporation | |
| Pentair Plc | | | Rockwell Automation, Inc. | | | Xylem, Inc. | |
| Tier | | | Covered Executives | | | Multiple of Salary | |
| Tier One | | | Chief Executive Officer | | | 10x Salary | |
| Tier Two | | | Chief Financial Officer and General Counsel | | | 5x Salary | |
| Tier Three | | | P&L and Corporate Leaders | | | 3x Salary | |
Name and Principal Position | | | Year | | | Salary ($)(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 |
| Name and Principal Position | | | Year | | | Salary ($)(1) | | | Bonus ($) | | | Stock Awards ($)(2) | | | Option Awards ($)(2) | | | Non-Equity Incentive Plan Compensation ($)(3) | | | All Other Compensation ($)(4) | | | Total ($) | |
| Vicente Reynal Chairman, President and Chief Executive Officer | | | 2023 | | | 1,133,000 | | | — | | | 6,315,820 | | | 4,466,985 | | | 3,432,000 | | | 175,945 | | | 15,523,750 | |
| 2022 | | | 1,075,000 | | | — | | | 49,547,938 | | | 1,749,996 | | | 1,963,500 | | | 185,343 | | | 54,521,777 | | |||
| 2021 | | | 1,000,000 | | | — | | | 5,779,046 | | | 1,674,995 | | | 2,730,000 | | | 183,524 | | | 11,367,565 | | |||
| Vikram Kini SVP and Chief Financial Officer | | | 2023 | | | 600,000 | | | — | | | 1,624,013 | | | 449,980 | | | 1,062,500 | | | 68,599 | | | 3,805,091 | |
| 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 | | |||
| Andrew Schiesl SVP, General Counsel, Chief Compliance Officer and Secretary | | | 2023 | | | 515,000 | | | — | | | 1,037,546 | | | 287,488 | | | 780,000 | | | 70,318 | | | 2,690,353 | |
| 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 | | |||
| Michael Weatherred SVP, IR Execution Excellence (IRX) and Business Excellence | | | 2023 | | | 452,500 | | | — | | | 902,235 | | | 249,994 | | | 690,000 | | | 62,755 | | | 2,357,485 | |
| 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 | | |||
| Gary Gillespie SVP, General Manager of Industrial Technologies and Services (IT&S) | | | 2023 | | | 418,750 | | | — | | | 811,978 | | | 224,990 | | | 624,750 | | | 52,227 | | | 2,132,694 | |
| Enrique Miñarro Viseras SVP and GM, Global Precision and Science Technologies(5) | | | 2023 | | | 356,254 | | | — | | | 2,075,168 | | | 574,977 | | | ― | | | 169,684 | | | 3,176,083 | |
| 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 | |
Reflects the salary amounts earned by our NEOs in the years indicated. |
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, |
2023. For Mr. Reynal, the |
Amounts shown for |
4. | Amounts reported under All Other Compensation for |
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 ($) |
Vicente Reynal | | | 82,800 | | | 1,404 | | | 26,025 | | | 53,009 | | | 6,285 | | | 169,523 |
Vikram Kini | | | 89,413 | | | 702 | | | ― | | | ― | | | ― | | | 90,115 |
Enrique Miñarro Viseras | | | ― | | | 687 | | | 9,733 | | | ― | | | 19,994 | | | 30,414 |
Andrew Schiesl | | | 97,725 | | | 702 | | | 10,000 | | | ― | | | ― | | | 108,427 |
Michael Weatherred | | | 73,400 | | | 583 | | | 10,000 | | | ― | | | ― | | | 83,983 |
| Name | | | Matching Contributions ($)(a) | | | Company Paid Life Insurance Premiums ($) | | | Tax Preparation and Financial Planning Services ($) | | | Personal Use of Company Aircraft ($) | | | Other ($)(b) | | | Total Other Compensation ($) | |
| Vicente Reynal | | | 87,780 | | | 1,544 | | | 14,825 | | | 71,796 | | | — | | | 175,945 | |
| Vikram Kini | | | 67,862 | | | 737 | | | — | | | — | | | — | | | 68,599 | |
| Andrew Schiesl | | | 57,675 | | | 702 | | | 10,000 | | | — | | | 1,941 | | | 70,318 | |
| Michael Weatherred | | | 50,176 | | | 604 | | | 10,000 | | | — | | | 1,975 | | | 62,755 | |
| Gary Gillespie | | | 51,362 | | | 365 | | | 500 | | | — | | | — | | | 52,227 | |
| Enrique Minarro Viseras | | | — | | | 842 | | | 21,166 | | | — | | | 147,676 | | | 169,684 | |
Reflects Company matching contributions in the tax-qualified 401(k) Plan and the non-tax-qualified Supplemental Contribution Plan. |
For |
Mr. Miñarro Viseras |
| | | | Estimated Possible Payouts under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units(3) (#) | | | All Other Option Awards: Number of Securities Underlying Options(4) (#) | | | Exercise or Base Price of Option Awards ($) | | | Grant Date Fair Value of Stock and Option Awards ($)(5) | ||||||||||||||
Name | | | Grant Date | | | Threshold ($) | | | Target ($) | | | Maximum ($) | | | Threshold (#) | | | Target (#) | | | Maximum (#) | | |||||||||||
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 | | | $53.09 | | | 212,488 |
| Name | | | APPROVAL DATE | | | GRANT Date | | | Estimated Possible Payouts under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units(3) (#) | | | All Other Option Awards: Number of Securities Underlying Options(4) (#) | | | Exercise or Base Price of Option Awards ($) | | | Grant Date Fair Value of Stock and Option Awards ($)(5) | | ||||||||||||
| Threshold ($) | | | Target ($) | | | Maximum ($) | | | Threshold (#) | | | Target (#) | | | Maximum (#) | | |||||||||||||||||||||
| Vicente Reynal | | | | | | | 214,500 | | | 1,716,000 | | | 3,432,000 | | | | | | | | | | | | | | | | |||||||||
| 2/13/23 | | | 2/23/23 | | | | | | | | | 30,229 | | | 60,459 | | | 120,918 | | | | | | | | | 4,565,864 | | |||||||||
| 2/13/23 | | | 2/23/23 | | | | | | | | | | | | | | | 30,229 | | | | | | | 1,749,957 | | |||||||||||
| 2/13/23 | | | 2/23/23 | | | | | | | | | | | | | | | | | 70,337 | | | $57.89 | | | 1,749,985 | | ||||||||||
| 2/13/23 | | | 2/23/23 | | | | | | | | | | | | | | | | | 100,000 | | | $57.89 | | | 2,717,000 | | ||||||||||
| Vikram Kini | | | | | | | 66,406 | | | 531,250 | | | 1,062,500 | | | | | | | | | | | | | | | | |||||||||
| 2/13/23 | | | 2/23/23 | | | | | | | | | 7,773 | | | 15,546 | | | 31,092 | | | | | | | | | 1,174,034 | | |||||||||
| 2/13/23 | | | 2/23/23 | | | | | | | | | | | | | | | 7,773 | | | | | | | 449,979 | | |||||||||||
| 2/13/23 | | | 2/23/23 | | | | | | | | | | | | | | | | | 18,086 | | | $57.89 | | | 449,980 | | ||||||||||
| Andrew Schiesl | | | | | | | 48,750 | | | 390,000 | | | 780,000 | | | | | | | | | | | | | | | | |||||||||
| 2/13/23 | | | 2/23/23 | | | | | | | | | 4,966 | | | 9,932 | | | 19,864 | | | | | | | | | 750,065 | | |||||||||
| 2/13/23 | | | 2/23/23 | | | | | | | | | | | | | | | 4,966 | | | | | | | 287,482 | | |||||||||||
| 2/13/23 | | | 2/23/23 | | | | | | | | | | | | | | | | | 11,555 | | | $57.89 | | | 287,488 | | ||||||||||
| Michael Weatherred | | | | | | | 43,125 | | | 345,000 | | | 690,000 | | | | | | | | | | | | | | | | |||||||||
| 2/13/23 | | | 2/23/23 | | | | | | | | | 4,318 | | | 8,637 | | | 17,274 | | | | | | | | | 652,266 | | |||||||||
| 2/13/23 | | | 2/23/23 | | | | | | | | | | | | | | | 4,318 | | | | | | | 249,969 | | |||||||||||
| 2/13/23 | | | 2/23/23 | | | | | | | | | | | | | | | | | 10,048 | | | $57.89 | | | 249,994 | | ||||||||||
| Gary Gillespie | | | | | | | 39,844 | | | 318,750 | | | 637,500 | | | | | | | | | | | | | | | | |||||||||
| 2/13/23 | | | 2/23/23 | | | | | | | | | 3,886 | | | 7,773 | | | 15,546 | | | | | | | | | 587,017 | | |||||||||
| 2/13/23 | | | 2/23/23 | | | | | | | | | | | | | | | 3,886 | | | | | | | 224,961 | | |||||||||||
| 2/13/23 | | | 2/23/23 | | | | | | | | | | | | | | | | | 9,043 | | | $57.89 | | | 224,990 | | ||||||||||
| Enrique Miñarro Viseras(6) | | | | | — | | | — | | | — | | | | | | | | | | | | | | | | | ||||||||||
| 2/13/23 | | | 2/23/23 | | | | | | | | | 9,932 | | | 19,865 | | | 39,730 | | | | | | | | | 1,500,205 | | |||||||||
| 2/13/23 | | | 2/23/23 | | | | | | | | | | | | | | | 9,932 | | | | | | | 574,963 | | |||||||||||
| 2/13/23 | | | 2/23/23 | | | | | | | | | | | | | | | | | 23,110 | | | $57.89 | | | 574,977 | |
Reflects the possible payouts of cash incentive compensation under the |
Reflects performance stock units granted under our 2017 Omnibus Incentive Plan. With respect to awards granted in February |
Reflects RSUs granted under our 2017 Omnibus Incentive Plan. Vesting conditions and other key terms of these awards are discussed in more detail above under “Compensation Discussion and Analysis - |
Reflects stock options granted under our 2017 Omnibus Incentive Plan. Vesting conditions and other key terms of these awards are discussed in more detail above under “Compensation Discussion and Analysis - |
5. | Represents the grant date fair value of the awards computed in accordance with FASB ASC Topic 718, using the assumptions discussed in Note 16: “Stock-Based Compensation Plans” of the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, |
6. |
| | Option Awards | | | Stock Awards | ||||||||||||||||||||||
Name | | | Grant Date | | | Number of Securities Underlying Options (#) Exercisable(1) | | | Number of Securities Underlying Options (#) Unexercisable(2) | | | Option Exercise Price ($) | | | 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) | | | $836,523 |
| | | | | Option Awards | | | Stock Awards | | ||||||||||||||||||||
| Name | | | Grant Date | | | Number of Securities Underlying Options (#) Exercisable(1) | | | Number of Securities Underlying Options (#) Unexercisable(2) | | | Option Exercise Price ($) | | | 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 | | | 142,349 | | | | | 32.06 | | | 2/22/28 | | | | | | | | | | ||||||||
| 2/21/19 | | | 220,142 | | | | | 27.05 | | | 2/21/29 | | | | | | | | | | ||||||||
| 3/6/20 | | | 128,188 | | | 42,730 | | | 27.79 | | | 3/6/30 | | | 15,069 | | | 1,165,436 | | | | | | |||||
| 2/23/21 | | | 46,553 | | | 46,554 | | | 45.58 | | | 2/23/31 | | | 18,374 | | | 1,421,045 | | | 146,994(5) | | | 11,368,516 | | |||
| 2/22/22 | | | 20,636 | | | 61,911 | | | 53.09 | | | 2/22/32 | | | 24,722 | | | 1,911,999 | | | 131,850(6) | | | 10,197,279 | | |||
| 9/1/22 | | | | | | | | | | | | | | | 250,000(7) | | | 19,335,000 | | |||||||||
| 9/1/22 | | | | | | | | | | | | | | | 250,000(7) | | | 19,335,000 | | |||||||||
| 9/1/22 | | | | | | | | | | | | | | | 250,000(7) | | | 19,335,000 | | |||||||||
| 9/1/22 | | | | | | | | | | | | | | | 250,000(8) | | | 19,335,000 | | |||||||||
| 2/23/23 | | | — | | | 70,337 | | | 57.89 | | | 2/23/33 | | | 30,229 | | | 2,337,911 | | | 120,918(9) | | | 9,351,798 | | |||
| 2/23/23 | | | — | | | 100,000(10) | | | 57.89 | | | 2/23/33 | | | | | | | | | |
| | | | | 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) | |
| Vikram Kini | | | 3/19/14 | | | — | | | — | | | 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 | | | 14,235 | | | — | | | 32.06 | | | 2/22/28 | | | | | | | | | | |||||||
| 2/21/19 | | | 20,243 | | | — | | | 27.05 | | | 2/21/29 | | | | | | | | | | |||||||
| 3/6/20 | | | 7,653 | | | 2,551 | | | 27.79 | | | 3/6/30 | | | 900 | | | 69,606 | | | | | | |||||
| 6/30/20 | | | 9,990 | | | 3,331 | | | 28.12 | | | 6/30/30 | | | 1,334 | | | 103,172 | | | | | | |||||
| 2/23/21 | | | 7,643 | | | 7,643 | | | 45.58 | | | 2/23/31 | | | 3,017 | | | 233,335 | | | 24,132(5) | | | 1,866,369 | | |||
| 2/22/22 | | | 4,127 | | | 12,382 | | | 53.09 | | | 2/22/32 | | | 4,944 | | | 382,369 | | | 26,370(6) | | | 2,039,456 | | |||
| 2/23/23 | | | — | | | 18,086 | | | 57.89 | | | 2/23/33 | | | 7,773 | | | 601,164 | | | 31,092(9) | | | 2,404,655 | | |||
| Andrew Schiesl | | | 2/22/18 | | | 24,021 | | | ― | | | 32.06 | | | 2/22/28 | | | | | | | | | | ||||
| 2/21/19 | | | 36,690 | | | ― | | | 27.05 | | | 2/21/29 | | | | | | | | | | |||||||
| 3/6/20 | | | 18,175 | | | 6,059 | | | 27.79 | | | 3/6/30 | | | 2,137 | | | 165,276 | | | | | | |||||
| 2/23/21 | | | 6,600 | | | 6,601 | | | 45.58 | | | 2/23/31 | | | 2,605 | | | 201,471 | | | 20,842(5) | | | 1,611,920 | | |||
| 2/22/22 | | | 3,242 | | | 9,729 | | | 53.09 | | | 2/22/32 | | | 3,885 | | | 300,466 | | | 20,718(6) | | | 1,602,330 | | |||
| 2/23/23 | | | ― | | | 11,555 | | | 57.89 | | | 2/23/33 | | | 4,966 | | | 384,070 | | | 19,864(9) | | | 1,536,282 | | |||
| Michael Weatherred | | | 5/14/18 | | | 9,800 | | | ― | | | 33.46 | | | 5/14/28 | | | | | | | | | | ||||
| 2/21/19 | | | 17,713 | | | ― | | | 27.05 | | | 2/21/29 | | | | | | | | | | |||||||
| 3/6/20 | | | 13,392 | | | 4,465 | | | 27.79 | | | 3/6/30 | | | 1,575 | | | 121,811 | | | | | | |||||
| 2/23/21 | | | 4,863 | | | 4,864 | | | 45.58 | | | 2/23/31 | | | 1,920 | | | 148,493 | | | 15,356(5) | | | 1,187,633 | | |||
| 2/22/22 | | | 2,505 | | | 7,518 | | | 53.09 | | | 2/22/32 | | | 3,002 | | | 232,175 | | | 16,010(6) | | | 1,238,213 | | |||
| 2/23/23 | | | ― | | | 10,048 | | | 57.89 | | | 2/23/33 | | | 4,318 | | | 333,954 | | | 17,274(9) | | | 1,335,971 | | |||
| Gary Gillespie | | | 2/22/18 | | | 16,014 | | | ― | | | 32.06 | | | 2/22/28 | | | | | | | | | | ||||
| 2/21/19 | | | 24,038 | | | ― | | | 27.05 | | | 2/21/29 | | | | | | | | | | |||||||
| 3/6/20 | | | 9,566 | | | 3,189 | | | 27.79 | | | 3/6/30 | | | 1,125 | | | 87,008 | | | | | | |||||
| 2/23/21 | | | 4,863 | | | 4,864 | | | 45.58 | | | 2/23/31 | | | 1,920 | | | 148,493 | | | 15,356(5) | | | 1,187,633 | | |||
| 2/22/22 | | | 2,505 | | | 7,518 | | | 53.09 | | | 2/22/32 | | | 3,002 | | | 232,175 | | | 16,010(6) | | | 1,238,213 | | |||
| | | 2/23/23 | | | ― | | | 9,043 | | | 57.89 | | | 2/23/33 | | | 3,886 | | | 300,543 | | | 15,546(9) | | | 1,202,328 | |
Reflects vested and exercisable Time Options and Performance Options granted pursuant to our 2013 Stock Incentive Plan and 2017 Omnibus Incentive Plan. |
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 |
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 |
5. | Represents the total number of PSUs earned under the |
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, |
7. |
Reflects PSUs that will vest, if at all, based on the Company’s achievement of certain adjusted 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 |
8. | Reflects PSUs that will vest, if at all, based on the Company’s achievement of an $81.85 60-day volume-weighted average closing price of the common stock over the performance period beginning on September 1, 2022 and ending on September 1, 2027. These PSUs were granted to Mr. Reynal as part of the one-time Performance-Based Award that vest only upon meeting certain performance criteria and Mr. Reynal remaining with the Company long-term. As described more fully in “Executive Summary - Performance-Based Leadership Equity Incentive Award & New CEO Employment Agreement,” the Performance-Based-Award is a one-time extraordinary award for Mr. Reynal designed by the Compensation Committee to (i) drive the creation of long-term stockholder value, (ii) further strengthen the alignment of Mr. Reynal’s interests with those of long-term stockholders, and (iii) encourage the retention of Mr. Reynal for the |
9. | Reflects PSUs that will vest, if at all, based on the Company’s achievement of |
10. | For fiscal year 2022, the Company |
| | Option Awards | | | Stock Awards | |||||||
Name | | | Number of Shares Acquired on Exercise (#) | | | Value Realized on Exercise ($)(1) | | | Number of Shares Acquired on Vesting (#) | | | Value Realized on Vesting ($)(2) |
Vicente Reynal | | | ― | | | ― | | | 90,090 | | | 4,466,876 |
Vikram Kini | | | ― | | | ― | | | 8,948 | | | 440,436 |
Enrique Miñarro Viseras | | | ― | | | ― | | | 14,902 | | | 737,018 |
Andrew Schiesl | | | ― | | | ― | | | 13,694 | | | 682,197 |
Michael Weatherred | | | ― | | | ― | | | 8,327 | | | 399,371 |
| Name | | | Option Awards | | | Stock Awards | | ||||||
| Number of Shares Acquired on Exercise (#) | | | Value Realized on Exercise ($)(1) | | | Number of Shares Acquired on Vesting (#) | | | Value Realized on Vesting ($)(2) | | |||
| Vicente Reynal | | | — | | | — | | | 309,285 | | | 17,780,427 | |
| Vikram Kini | | | 169,153 | | | 10,364,607 | | | 44,525 | | | 2,568,326 | |
| Andrew Schiesl | | | — | | | — | | | 44,900 | | | 2,580,676 | |
| Michael Weatherred | | | — | | | — | | | 30,340 | | | 1,744,788 | |
| Gary Gillespie | | | 54,975 | | | 2,913,104 | | | 25,026 | | | 1,438,025 | |
| Enrique Minarro Viseras | | | 177,342 | | | 8,085,198 | | | 45,385 | | | 2,609,955 | |
Value realized on exercise is based on the gain, if any, equal to the difference between the fair market value of the stock acquired upon exercise on the exercise date less the exercise price, multiplied by the number of options exercised. |
The value realized on vesting is based on the closing price of our common stock on the NYSE on the vesting date. If vesting occurs on a day on which the NYSE is closed, the value realized on vesting is based on the closing price on the last trading day prior to the vesting date. |
Name | | | Executive Contributions in Last FY ($)(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 |
| 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 | | | 67,980 | | | 67,980 | | | (626,434) | | | — | | | 4,096,313 | |
| Vikram Kini | | | 355,625 | | | 48,062 | | | (290,027) | | | — | | | 2,006,126 | |
| Andrew Schiesl | | | 77,700 | | | 39,986 | | | (125,032) | | | — | | | 933,905 | |
| Michael Weatherred | | | — | | | 32,734 | | | (58,500) | | | — | | | 224,048 | |
| Gary Gillespie | | | 75,105 | | | 32,685 | | | (335,749) | | | — | | | 2,030,307 | |
| Enrique Miñarro Viseras | | | — | | | — | | | — | | | — | | | — | |
The amounts in this column are reported as compensation for fiscal |
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 |
Amounts in this column are not reported as compensation for fiscal |
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, $361,310 in fiscal 2020, |
Name | | | Cash Severance Payment ($)(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 |
| 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 | | | 1,144,000 | | | 19,442 | | | — | | | 6,796,781(5) | | | 7,960,223 | |
| Change in Control (“CIC”) | | | — | | | — | | | — | | | 90,102,778(6) | | | 90,102,778 | |
| Qualifying Termination and CIC | | | 1,144,000 | | | 19,442 | | | — | | | 122,739,393(7) | | | 123,902,834 | |
| Death/Disability | | | — | | | — | | | — | | | 71,987,225(8) | | | 71,987,225 | |
| Vikram Kini | | | | | | | | | | | | |||||
| Qualifying Termination | | | 625,000 | | | 7,328 | | | — | | | 1,166,856(5) | | | 1,799,184 | |
| Change in Control (“CIC”) | | | — | | | — | | | — | | | 6,157,501(6) | | | 6,157,501 | |
| Qualifying Termination and CIC | | | 625,000 | | | 7,328 | | | — | | | 8,732,278(7) | | | 9,364,606 | |
| Death/Disability | | | — | | | — | | | — | | | 2,333,511(8) | | | 2,333,511 | |
| Andrew Schiesl | | | | | | | | | | | | |||||
| Qualifying Termination | | | 520,000 | | | 19,202 | | | — | | | 1,001,952(5) | | | 1,541,154 | |
| Change in Control (“CIC”) | | | — | | | — | | | — | | | 4,630,346(6) | | | 4,630,346 | |
| Qualifying Termination and CIC | | | 520,000 | | | 19,202 | | | — | | | 6,652,173(7) | | | 7,191,374 | |
| Death/Disability | | | — | | | — | | | — | | | 2,003,850(8) | | | 2,003,850 | |
| Michael Weatherred | | | | | | | | | | | | |||||
| Qualifying Termination | | | 460,000 | | | 13,201 | | | — | | | 765,034(5) | | | 1,238,235 | |
| Change in Control (“CIC”) | | | — | | | — | | | — | | | 3,668,932(6) | | | 3,668,932 | |
| Qualifying Termination and CIC | | | 460,000 | | | 13,201 | | | — | | | 5,258,831(7) | | | 5,732,032 | |
| Death/Disability | | | — | | | — | | | — | | | 1,529,861(8) | | | 1,529,861 | |
| Gary Gillespie | | | | | | | | | | | | |||||
| Qualifying Termination | | | 425,000 | | | 13,981 | | | — | | | 653,751(5) | | | 1,092,732 | |
| Change in Control (“CIC”) | | | — | | | — | | | — | | | 3,535,289(6) | | | 3,535,289 | |
| Qualifying Termination and CIC | | | 425,000 | | | 13,981 | | | — | | | 4,974,200(7) | | | 5,413,181 | |
| Death/Disability | | | — | | | — | | | — | | | 1,307,262(8) | | | 1,307,262 | |
Cash severance payment includes continued payment in substantially equal monthly installments over a 12-month period of the |
3. | Amounts reported in this column reflect zero accrued but unused vacation days for each of our NEOs. |
4. |
5. | With respect to the annual equity awards held by our NEOs, reflects the vesting of the outstanding RSUs and options that would have vested on the first vesting date otherwise scheduled to occur immediately following the date of termination, assuming a termination without Cause or Approved Retirement on December 29, 2023. For Mr. |
6. | With respect to the annual equity awards held by our NEOs, reflects the vesting of PSUs upon the consummation of a Change in Control on December 29, 2023, assuming that the last day of the Performance Period was the date of the Change in Control and the Company’s stock price at the end of the Performance Period was $77.34, the December 29, 2023 closing price of the Company's common stock on the NYSE. For Mr. Reynal, also reflects the vesting of 100% of the Adjusted EPS PSUs upon the consummation of a Change in Control on December 29, 2023 based on the achievement of the Company’s Adjusted EPS for the last four complete fiscal quarters during the EPS Performance Period prior to such |
7. | With respect to the annual equity awards held by our NEOs, reflects the vesting of 100% of the outstanding RSUs and options upon a termination without Cause and the consummation of a Change in Control on December 29, 2023 and the vesting of PSUs upon the consummation of a Change in Control on December 29, 2023, assuming that the last day of the Performance Period was the date of the Change in Control and the Company’s stock price at the end of the Performance Period was $77.34, the December 29, 2023 closing price of the Company's common stock on the NYSE. For Mr. Reynal, also reflects the vesting of 100% of the Adjusted EPS PSUs, 100% of the TSR PSUs and 100% of the outstanding performance-conditioned stock options upon a termination without Cause and the consummation of a Change in Control on December 29, 2023. |
8. | With respect to the annual equity awards held by our NEOs, reflects the vesting of the outstanding RSUs and options that would have vested on the first and second vesting date otherwise scheduled to occur immediately following the date of termination, assuming a termination of employment due to death or Disability on December 29, 2023. For Mr. Reynal, also reflects the vesting of 100% of the Adjusted EPS PSUs based on the achievement of the Company’s Adjusted EPS for the last four complete fiscal quarters during the EPS Performance Period prior to the date of termination and the vesting of 20% of Mr. Reynal’s outstanding performance-conditioned stock options, in each case, assuming a termination of employment due to death or Disability on December 29, 2023. No amount has been reported for the TSR PSUs because the TSR Target Price had not been achieved as of December 29, 2023. |
Name | | | Fees Earned or Paid in Cash ($) | | | Stock Awards ($)(1) | | | Option Awards ($)(2) | | | Total ($) |
Kirk E. Arnold | | | 75,000 | | | 190,000 | | | ― | | | 265,000 |
Elizabeth Centoni(3) | | | 75,000 | | | 175,000 | | | ― | | | 250,000 |
William P. Donnelly | | | 75,000 | | | 235,000 | | | (2) | | | 310,000 |
Gary D. Forsee | | | 75,000 | | | 185,000 | | | ― | | | 260,000 |
John Humphrey | | | 75,000 | | | 200,000 | | | ― | | | 275,000 |
Marc E. Jones | | | 75,000 | | | 190,000 | | | ― | | | 265,000 |
Vicente Reynal | | | ― | | | ― | | | ― | | | ― |
Mark Stevenson | | | 37,500 | | | 87,500 | | | ― | | | 125,000 |
Michael Stubblefield | | | 37,500 | | | 92,500 | | | ― | | | 130,000 |
Tony L. White | | | 75,000 | | | 175,000 | | | ― | | | 250,000 |
| Name | | | Fees Earned or Paid in Cash ($) | | | Stock Awards ($)(1) | | | Total ($) | |
| Kirk E. Arnold | | | 75,000 | | | 190,000 | | | 265,000 | |
| William P. Donnelly | | | 75,000 | | | 235,000 | | | 310,000 | |
| Gary D. Forsee | | | 75,000 | | | 185,000 | | | 260,000 | |
| Jennifer Hartsock | | | 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 | | | — | | | — | | | — | |
| Julie A. Schertell | | | 18,750 | | | 43,750 | | | 62,500 | |
| JoAnna L. Sohovich | | | 18,750 | | | 46,250 | | | 65,000 | |
| Mark P. Stevenson | | | 75,000 | | | 175,000 | | | 250,000 | |
| Michael Stubblefield(2) | | | 37,500 | | | 185,000 | | | 222,500 | |
| Tony L. White | | | 75,000 | | | 175,000 | | | 250,000 | |
Represents the aggregate grant date fair value of stock awards granted during |
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 | |||
| Company TSR | | | S&P 500 Industrials (TR) | | ||||||||||||||||||||||
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 |
| 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 Diluted EPS1 $ | | |||
| Company TSR $ | | | S&P 500 IndustriaLs (TR) $ | | |||||||||||||||||||||
| 2023 | | | 15,523,750 | | | 66,810,613 | | | 2,832,341 | | | 4,490,942 | | | 211.53 | | | 140.30 | | | 779 | | | 2.96 | |
| 2022 | | | 54,521,777 | | | 51,245,570 | | | 2,248,514 | | | 1,167,175 | | | 142.73 | | | 120.91 | | | 605 | | | 2.36 | |
| 2021 | | | 11,367,565 | | | 26,768,202 | | | 2,287,667 | | | 4,355,177 | | | 168.73 | | | 130.16 | | | 563 | | | 2.09 | |
| 2020 | | | 12,373,829 | | | 24,423,018 | | | 2,627,334 | | | 3,169,464 | | | 124.21 | | | 109.01 | | | (33) | | | 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 |
| | | CEO | | | Average Other NEOs | | |||||||||||||||||||
| | | 2023 $ | | | 2022 $ | | | 2021 $ | | | 2020 $ | | | 2023 $ | | | 2022 $ | | | 2021 $ | | | 2020 $ | | |
| Summary Compensation Table (“SCT”) Total | | | 15,523,750 | | | 54,521,777 | | | 11,367,565 | | | 12,373,829 | | | 2,832,341 | | | 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 | | | 0 | | | 0 | |
| Add: Amount added for current year service cost | | | n/a | | | n/a | | | 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 | | | n/a | | | n/a | |
| Total Adjustments for Pension | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | |
| Adjustments for Equity Awards | | | | | | | | | | | | | | | | | | ||||||||
| Deduct: Grant date values in SCT | | | (10,782,805) | | | (51,297,935) | | | (7,454,041) | | | (8,607,596) | | | (1,647,674) | | | (1,240,928) | | | (1,070,766) | | | (1,943,350) | |
| Add: Year-end fair value of unvested awards granted in the current year | | | 16,644,546 | | | 55,421,266 | | | 11,389,717 | | | 17,782,559 | | | 1,750,701 | | | 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 | | | 42,677,302 | | | (4,849,563) | | | 11,342,130 | | | 2,711,819 | | | 1,741,390 | | | (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 | | | 0 | | | 0 | |
| Add: Difference in fair values between prior year-end fair values and vest date fair values for awards granted in prior years | | | 2,747,820 | | | (2,549,976) | | | 122,831 | | | 162,409 | | | 312,802 | | | (346,817) | | | 36,118 | | | (153,000) | |
| | | CEO | | | Average Other NEOs | | |||||||||||||||||||
| | | 2023 $ | | | 2022 $ | | | 2021 $ | | | 2020 $ | | | 2023 $ | | | 2022 $ | | | 2021 $ | | | 2020 $ | | |
| Deduct: Forfeitures during current year equal to prior year-end fair value | | | 0 | | | 0 | | | 0 | | | 0 | | | (498,619) | | | 0 | | | 0 | | | 0 | |
| Add: Dividends or dividend equivalents not otherwise included in total compensation | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | |
| Total Adjustments for Equity Awards | | | 51,286,863 | | | (3,276,208) | | | 15,400,636 | | | 12,049,190 | | | 1,658,601 | | | (1,081,338) | | | 2,067,510 | | | 542,130 | |
| Compensation Actually Paid | | | 66,810,613 | | | 51,245,570 | | | 26,768,202 | | | 24,423,018 | | | 4,490,942 | | | 1,167,175 | | | 4,355,177 | | | 3,169,464 | |
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 |
(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 |
(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: |
| Adjusted Diluted EPS | |
| | |
| ||
Relative TSR vs. S&P 500 Industrials | |
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 | | | * |
| 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) | | | 45,383,585 | | | 11.25% | |
| T. Rowe Price Investment Management, Inc.(2) | | | 33,555,818 | | | 8.32% | |
| T. Rowe Price Associates, Inc.(3) | | | 23,179,763 | | | 5.74% | |
| BlackRock, Inc.(4) | | | 36,630,028 | | | 9.08% | |
| Directors and Named Executive Officers: | | | | | | ||
| Vicente Reynal(5)(6) | | | 2,050,142 | | | * | |
| Gary Gillespie | | | 125,034 | | | * | |
| Vikram Kini(5) | | | 159,441 | | | * | |
| Enrique Miñarro Viseras(5) | | | 30,878 | | | * | |
| Andrew Schiesl(5) | | | 120,743 | | | * | |
| Michael A. Weatherred(5) | | | 105,785 | | | * | |
| Kirk E. Arnold | | | 17,823 | | | * | |
| William P. Donnelly(5) | | | 110,683 | | | * | |
| Gary D. Forsee | | | 41,096 | | | * | |
| Jennifer Hartsock | | | 3,195 | | | * | |
| John Humphrey | | | 25,877 | | | * | |
| Marc E. Jones | | | 21,617 | | | * | |
| Mark P. Stevenson | | | 7,268 | | | * | |
| Julie A. Schertell | | | — | | | — | |
| JoAnna L. Sohovich | | | 58 | | | * | |
| Tony L. White | | | 40,256 | | | * | |
| All directors and executive officers as a group (18 persons(5)) | | | 2,755,344 | | | * | |
* | Less than 1 percent |
Beneficial ownership information is based on information contained in the Schedule 13G/A filed on February |
2. | Beneficial ownership information is based on information contained in the Schedule 13G/A filed on February 14, |
3. | Beneficial ownership information is based on information contained in the Schedule 13G/A filed on February 14, |
4. | Beneficial ownership information is based on information contained in the Schedule 13G/A filed on |
5. | The number of shares reported includes shares covered by options that are currently exercisable or will become exercisable within 60 days and RSUs that vest within 60 days, as follows: Mr. Reynal, |
6. | The number of shares reported includes 75,000 shares held in a trust for the benefit of Mr. Reynal’s descendants, |
TABLE OF PROXY MATERIALSCONTENTS
| | 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% |
| | | For the Years Ended December 31, | | |||||||
| | | 2023 | | | 2022 | | | 2021 | | |
| Ingersoll Rand | | | | | | | | |||
| Orders | | | $6,822.4 | | | $6,367.6 | | | $5,764.5 | |
| Revenue | | | 6,876.1 | | | 5,916.3 | | | 5,152.4 | |
| Adjusted EBITDA (non-GAAP) | | | 1,786.8 | | | 1,434.8 | | | 1,191.9 | |
| Adjusted EBITDA Margin (non-GAAP) | | | 26.0% | | | 24.3% | | | 23.1% | |
| Adjusted Diluted EPS (non-GAAP) | | | $2.96 | | | $2.36 | | | $2.09 | |
| Free Cash Flow (non-GAAP) | | | 1,272.0 | | | 770.8 | | | 563.7 | |
| Free Cash Flow Margin (non-GAAP) | | | 18.5% | | | 13.0% | | | 10.9% | |
| | | | | | | | ||||
| Industrial Technologies & Services | | | | | | | | |||
| Orders | | | $5,618.9 | | | $5,120.1 | | | $4,678.8 | |
| Revenue | | | 5,632.8 | | | 4,705.1 | | | 4,161.0 | |
| Segment Adjusted EBITDA | | | 1,587.3 | | | 1,214.0 | | | 1,033.7 | |
| Segment Adjusted EBITDA Margin | | | 28.2% | | | 25.8% | | | 24.8% | |
| | | | | | | | ||||
| Precision & Science Technologies | | | | | | | | |||
| Orders | | | $1,203.5 | | | $1,247.5 | | | $1,085.7 | |
| Revenue | | | 1,243.3 | | | 1,211.2 | | | 991.4 | |
| Segment Adjusted EBITDA | | | 372.8 | | | 347.5 | | | 291.4 | |
| Segment Adjusted EBITDA Margin | | | 30.0% | | | 28.7% | | | 29.4% | |
| | 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% |
| | | For the Years Ended December 31, | | |||||||
| | | 2023 | | | 2022 | | | 2021 | | |
| Net Income | | | $785.1 | | | $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 | | | 785.1 | | | 593.3 | | | 523.4 | |
| Plus: | | | | | | | | |||
| Interest expense | | | 156.7 | | | 103.2 | | | 87.7 | |
| Provision (benefit) for income taxes | | | 240.0 | | | 149.6 | | | (21.8) | |
| Depreciation expense | | | 87.9 | | | 81.8 | | | 85.1 | |
| Amortization expense | | | 367.5 | | | 347.6 | | | 332.9 | |
| Restructuring and related business transformation costs | | | 22.9 | | | 32.3 | | | 18.8 | |
| Acquisition related expenses and non-cash charges | | | 63.9 | | | 40.7 | | | 65.2 | |
| Stock-based compensation | | | 51.9 | | | 85.6 | | | 95.9 | |
| Foreign currency transaction gains, net | | | 5.1 | | | (5.9) | | | (12.0) | |
| Loss (income) on equity method investments | | | 6.0 | | | (0.7) | | | 11.4 | |
| Loss on extinguishment of debt | | | 13.5 | | | 1.1 | | | 9.0 | |
| Adjustments to LIFO inventories | | | 12.0 | | | 36.1 | | | 33.2 | |
| Cybersecurity incident costs | | | 2.3 | | | — | | | — | |
| Gain on settlement of post-acquisition contingencies | | | — | | | (6.2) | | | (30.1) | |
| Other adjustments | | | (28.0) | | | (23.7) | | | (6.8) | |
| Adjusted EBITDA | | | $1,786.8 | | | $1,434.8 | | | $1,191.9 | |
| | | | | | | | ||||
| Free Cash Flow from Continuing Operations: | | | | | | | | |||
| Cash Flows from Operating Activities from Continuing Operations | | | 1,377.4 | | | 865.4 | | | 627.8 | |
| Minus: | | | | | | | | |||
| Capital expenditures | | | 105.4 | | | 94.6 | | | 64.1 | |
| Free Cash Flow from Continuing Operations | | | $1,272.0 | | | $770.8 | | | $563.7 | |
| | | | | | | | ||||
| Revenue | | | 6,876.1 | | | 5,916.3 | | | 5,152.4 | |
| Free Cash Flow Margin | | | 18.5% | | | 13.0% | | | 10.9% | |
| | 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 |
| | | For the Years Ended December 31, | | |||||||
| | | 2023 | | | 2022 | | | 2021 | | |
| Diluted Net Income Per Share (As Reported)1 | | | $1.90 | | | $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 | | | 1.90 | | | 1.44 | | | 1.24 | |
| Plus: | | | | | | | | |||
| Provision (benefit) for income taxes | | | 0.59 | | | 0.36 | | | (0.05) | |
| Amortization of acquisition related intangible assets | | | 0.87 | | | 0.80 | | | 0.75 | |
| Restructuring and related business transformation costs | | | 0.06 | | | 0.08 | | | 0.05 | |
| Acquisition related expenses and non-cash charges | | | 0.16 | | | 0.10 | | | 0.15 | |
| Stock-based compensation | | | 0.13 | | | 0.21 | | | 0.23 | |
| Foreign currency transaction gains, net | | | 0.01 | | | (0.01) | | | (0.03) | |
| Loss on equity method investments | | | 0.01 | | | — | | | 0.03 | |
| Loss on extinguishment of debt | | | 0.03 | | | — | | | 0.02 | |
| Adjustments to LIFO inventories | | | 0.03 | | | 0.09 | | | 0.08 | |
| Cybersecurity incident costs | | | 0.01 | | | — | | | — | |
| Gain on settlement of post-acquisition contingencies | | | — | | | (0.02) | | | (0.07) | |
| Other adjustments | | | (0.07) | | | (0.06) | | | (0.02) | |
| Minus: | | | | | | | | |||
| Income tax provision, as adjusted | | | 0.84 | | | 0.65 | | | 0.29 | |
| Interest income on cash and cash equivalents | | | (0.07) | | | (0.02) | | | — | |
| Adjusted Diluted Earnings Per Share2 | | | $2.96 | | | $2.36 | | | $2.09 | |
| | | | | | | | ||||
| Average shares outstanding: | | | | | | | | |||
| Basic, as reported | | | 404.8 | | | 405.3 | | | 414.8 | |
| Diluted, as reported | | | 409.0 | | | 410.2 | | | 421.2 | |
| Adjusted diluted2 | | | 409.0 | | | 410.2 | | | 421.2 | |
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. |
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. |
| | 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% |
| | 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 |
| | 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 |
| | 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 |
| | | 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 |