Andrew Schiesl - Senior Vice President, General Counsel, Chief Compliance Officer, and Secretary | Ingersoll Rand (IR) Executive Profile & Compensation

About Andrew Schiesl

Andrew Schiesl (age 53) is Senior Vice President, General Counsel, Chief Compliance Officer and Secretary of Ingersoll Rand. He leads legal, compliance, corporate governance, EHS and sustainability; previously served as VP, GC, CCO and Secretary at Gardner Denver since 2013, and VP & GC at Quad/Graphics after roles at Harley-Davidson and Foley & Lardner. He holds a B.A. (University of Wisconsin–Milwaukee), J.D. (University of Pennsylvania Law School), and MBA (Kellogg, Northwestern) . Company performance during his tenure shows strong multi‑year growth and shareholder returns, underpinning pay‑for‑performance metrics used in incentives: Revenues $7,235.0mm in 2024, Adjusted EBITDA $2,018.1mm with 27.9% margin, Adjusted Diluted EPS $3.29, and Free Cash Flow $1,247.6mm; TSR since 2019 IPO: 1Y 17%, 3Y 47%, 5Y 148% .

IR performance (non-GAAP, $mm except per-share)

Metric	2021	2022	2023	2024
Revenues	$5,152.4	$5,916.3	$6,876.1	$7,235.0
Adjusted EBITDA	$1,191.9	$1,434.8	$1,786.8	$2,018.1
Adjusted EBITDA Margin	23.1%	24.3%	26.0%	27.9%
Adjusted Diluted EPS	$2.09	$2.36	$2.96	$3.29
Free Cash Flow	$563.7	$770.8	$1,272.0	$1,247.6
TSR (since 2019 IPO)	—	—	—	1Y: 17%, 3Y: 47%, 5Y: 148%

Past Roles

Organization	Role	Years	Strategic Impact
Ingersoll Rand	SVP, General Counsel, CCO & Secretary	Since Merger (post-2019/2020)	Leads legal, compliance, governance, EHS & sustainability
Gardner Denver	VP, General Counsel, CCO & Secretary; led HR plus legal/compliance/governance/comms/EHS/risk	2013–2019	Built compliance/governance infrastructure; pre-merger leadership
Quad/Graphics	VP & General Counsel	2003–2013	Oversaw legal at major commercial printer
Harley‑Davidson	Senior Counsel	—	Corporate legal experience
Foley & Lardner LLP	Associate Attorney	—	Foundational legal training

External Roles

No current public company board roles disclosed for Schiesl in the proxy materials .

Fixed Compensation

Multi-year cash compensation and target incentives

Year	Base Salary ($)	Target Bonus %	Target MIP ($)	Actual MIP Payout ($)	All Other Compensation ($)	Total ($)
2022	500,000	75%	375,000	446,250	108,427	2,261,272
2023	515,000	75%	386,250	780,000	70,318	2,690,353
2024	531,250	75%	401,250	401,250	114,740	2,499,062

Perquisites detail (2024)

Item	Amount ($)
Matching contributions (401k + Supplemental Contribution Plan)	103,985
Company-paid life insurance premiums	755
Tax preparation and financial planning	10,000

Performance Compensation

2024 MIP structure and outcomes (Corporate NEOs)

Metric	Weighting	Threshold	Target	Maximum	Actual Result	Weighted Payout	Approved Payout Factor
Adjusted EPS	75%	$2.95	$3.28	$3.60	$3.39	105%	100%
Free Cash Flow	25%	$1,158mm	$1,287mm	$1,413mm	$1,247mm	85%	100%

Schiesl’s 2024 LTI grant (mix, shares, and grant date fair value)

Award Type	Target Value ($)	Shares/Units Granted	Key Terms
PSUs (Relative TSR vs S&P 500 Industrials)	587,500	6,500 target; 0–200% payout over 1/1/2024–12/31/2026	3-year performance; capped at target if absolute TSR negative
RSUs (time-vesting)	293,750	3,250	Vest in equal annual installments over 4 years
Stock Options (time-vesting)	293,750	7,633 @ $90.38 exercise price (granted 2/27/24)	Vest in equal annual installments over 4 years; 10-year term

Certified PSU payout for 2022–2024 performance (vested Feb 10, 2025)

Performance Period	Metric	Target PSUs	Payout Factor	PSUs Earned
2022–2024	Relative TSR (77th percentile; TSR 74%)	10,359	200%	20,718

Vesting and triggers summary

RSUs and options: time-vest annually in equal installments over four years; accelerate one next vest on termination without Cause or Approved Retirement; two next vests on death or Disability .
PSUs: if termination after Performance Period but before vesting date, vest on vesting date; if Change in Control during Performance Period, PSUs vest upon consummation of CIC based on calculated performance (single trigger) .
RSUs/options after CIC: immediate vesting upon termination without Cause within two years following CIC (double trigger) .

Equity Ownership & Alignment

Beneficial ownership and guideline alignment

Item	Value
Beneficial ownership (shares)	64,078
% of shares outstanding	<1% (shares outstanding 403,447,247)
Stock ownership guideline	5x salary for General Counsel
Retention requirement until guideline met	Retain 75% of net shares
Anti-hedging/anti-pledging policy	Hedging and pledging prohibited
Compliance status	All NEOs in compliance as of Jan 1, 2025

Outstanding equity awards at FY2024 year-end (Schiesl)

Grant Date	Options Exercisable (#)	Options Unexercisable (#)	Exercise Price ($)	Expiration	RSUs Unvested (#)	PSUs Unvested (#)
2/23/2021	9,900	3,301	45.58	2/23/2031	1,303	—
2/22/2022	6,485	6,486	53.09	2/22/2032	2,590	20,718 (earned for 2022–2024; vested 2/10/2025)
2/23/2023	2,888	8,667	57.89	2/23/2033	3,725	19,864 (2023–2025, between target and max at 12/31/2024)
2/27/2024	—	7,633	90.38	2/27/2034	3,250	13,000 (2024–2026, between target and max at 12/31/2024)

Insider exercises and vesting (2024)

Item	Shares	Value Realized ($)
Options exercised	84,945	5,407,649
RSUs vested	26,817	2,348,469

Non-qualified deferred compensation (2024)

Item	Amount ($)
Executive contributions	55,950
Registrant contributions	83,285
Aggregate earnings	(105,672)
Aggregate balance at FY-end	1,171,350

Employment Terms

Offer letter and severance economics

Term	Detail
Offer letter date	November 25, 2013 (Gardner Denver/IR)
Initial base salary (offer)	$450,000
Target bonus (MIP)	75% of base salary
Severance (qualifying termination)	12 months base salary paid monthly; 12 months COBRA group health coverage
CIC vesting	PSUs vest at CIC based on calculated performance (single trigger); RSUs/options vest if terminated without Cause within 2 years post-CIC (double trigger)
Change‑in‑control tax gross‑ups	None (policy prohibits CIC gross‑ups)
Clawback policy	NYSE-compliant clawback adopted/modified Oct 2023; 3-year recovery window for Section 16 officers on restatement
Anti‑hedging/anti‑pledging	Hedging and pledging prohibited

Potential payments (as of 12/31/2024 assumptions)

Scenario	Cash Severance ($)	Health Coverage ($)	Equity Acceleration ($)	Total ($)
Qualifying Termination	535,000	20,193	784,407	1,339,600
CIC (no termination)	—	—	4,652,991	4,652,991
Qualifying Termination + CIC	535,000	20,193	6,309,536	6,864,729
Death/Disability	—	—	1,302,796	1,302,796

Investment Implications

Pay-for-performance alignment looks strong: Schiesl’s annual cash bonus rides on Adjusted EPS (75%) and FCF (25%) with a 100% formulaic payout in 2024, while LTI is 50% PSUs tied to Relative TSR vs S&P 500 Industrials, plus 25% RSUs and 25% options that vest over four years, creating retention hooks and market-linked outcomes .
Insider selling pressure: Schiesl exercised 84,945 options in 2024 (value realized $5.41mm) and had 26,817 RSUs vest ($2.35mm); while hedging/pledging is prohibited, ongoing vesting and exercises may create periodic liquidity events traders monitor .
Ownership alignment: Beneficial ownership of 64,078 shares with a robust 5x salary ownership guideline and 75% net-share retention until met; all NEOs in compliance as of Jan 1, 2025; no CIC gross‑ups and an NYSE‑compliant clawback mitigate governance risk .
Change‑of‑control economics: Double-trigger for RSUs/options and single-trigger for PSUs at CIC create meaningful potential vesting acceleration in sale scenarios; modeled totals for Schiesl reach $6.86mm under QT+CIC, relevant for M&A sensitivity analysis .
Execution risk: Legal/compliance leadership experience across Gardner Denver and IR aligns with continued strong financial performance and TSR, supporting confidence in governance and risk management; however, large annual equity grants and accelerated vesting mechanics can amplify compensation outcomes in high-TSR periods and should be benchmarked annually against peers to avoid pay inflation .