Ingersoll Rand said Michael Weatherred is retiring immediately from his roles leading its Precision and Science Technologies segment and Demand Generation and Execution function. He will remain with the company in an advisory role through May 2028.
The company also approved a new performance-based equity package and an amended employment agreement for CEO and Chairman Vicente Reynal, aimed at tying a substantial portion of his compensation to long-term earnings growth and retaining him in the role.
Key details
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Weatherred’s departure: Weatherred’s retirement from his senior vice president positions took effect October 27, 2026. His advisory role is expected to continue through May 2028.
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Reynal’s new award: The package includes 226,098 performance stock units, expected to be granted November 23, 2026. They were valued at about $17.1 million using the company’s share price on the effective date of his amended employment agreement. The package also includes conditional annual stock-option grants.
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A five-year performance test: The stock units will be measured over the period from January 1, 2027, through December 31, 2031. The earnings-growth test compares adjusted earnings per share, or Adjusted EPS, with a 2026 baseline set by the company’s compensation committee.
- At an Adjusted EPS compound annual growth rate of 8%, 50% of the units are eligible to vest.
- At 10% growth, all of the units are eligible to vest.
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Results between those thresholds are subject to a sliding scale.
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Return-on-capital adjustment: The number of units earned can be adjusted based on annual return on invested capital (ROIC). Annual ROIC above 200 adds 2% to the award for that year; ROIC from zero to 200 has no effect; and ROIC below zero subtracts 2%. The adjustments are accumulated over the five years, with a maximum overall increase or reduction of 10%.
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Continued employment is generally required: Reynal must remain employed through the end of the performance period for the units to vest. The award provides exceptions for death, permanent disability or a qualifying termination. In those cases, the performance calculation may be shortened and, for a qualifying termination, prorated based on time employed.
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Change-of-control treatment: If a buyer assumes the awards, vesting generally requires a second event—such as a qualifying termination—rather than occurring solely because control changes. If the awards are not assumed in a change of control during the performance period, the units can vest at closing, subject to the award’s terms.
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Option terms: The options are also performance-conditioned and have five-year cliff vesting. The terms described for the package emphasize that compensation is not guaranteed and that the award depends on meeting performance goals.
Plain-English implications
The new CEO award puts substantial compensation at risk against a multiyear earnings-growth target, with ROIC able to increase or reduce the outcome. The amended employment agreement and continued-employment conditions also reinforce the company’s stated aim of retaining Reynal. The available terms do not specify the detailed performance targets for the conditional stock-option grants.