Aurobind Satpathy - Director | Ingersoll Rand (IR) Executive Profile & Compensation

About Aurobind Satpathy

Aurobind Satpathy is an independent director of Ingersoll Rand Inc. appointed effective July 15, 2025. He is a senior partner at McKinsey & Company with nearly 30 years of experience leading large-scale M&A, public-to-private transitions, and technology enablement within McKinsey’s Operations practice, and has held leadership roles across offices, practices, and global committees. The Board determined he is independent under NYSE standards and the company’s Corporate Governance Guidelines. As of his Form 3 filing on July 15, 2025, he reported no beneficial ownership of IR securities.

Past Roles

Organization	Role	Tenure	Committees/Impact
McKinsey & Company	Senior Partner; led global technology-enablement in Operations practice; leadership roles across offices/practices/committees	Nearly 30-year career (notionally 1990s–2025)	Led multi-billion-dollar mergers, public-to-private transitions, growth strategies driving market cap increases

External Roles

Organization	Role	Tenure	Notes
McKinsey & Company	Senior Partner	Current	Global leadership responsibilities noted above
Other public company boards	—	—	None disclosed in IR’s 8-K appointment filing

Board Governance

Appointment and term: Appointed to IR Board July 15, 2025; to serve until the 2026 Annual Meeting and until a successor is elected/qualified. Board size reset to nine upon his appointment.
Independence: Board determined Satpathy qualifies as an independent director under NYSE standards and IR’s Corporate Governance Guidelines.
Committees: Member, Nominating & Corporate Governance Committee; Member, Sustainability Committee (effective upon appointment).
Attendance/engagement: IR’s Board held six meetings in 2024 and all then-nominated directors exceeded the 75% attendance requirement; Satpathy joined in 2025 (attendance not applicable for 2024). Executive sessions of independent directors are held regularly.
Anti-hedging/anti-pledging: Company policy prohibits hedging and pledging by directors.

Fixed Compensation

Component	Amount/Structure	Notes
Annual cash retainer	$82,500	Increased from $75,000 effective April 1, 2024; paid quarterly, prorated for partial year
Annual equity grant (RSUs)	$192,500 fair value	RSUs vest on the anniversary of grant; amount increased effective for Feb 2024 grant
Committee fees	Audit: Chair +$25,000 RSUs; Member +$10,000 RSUs	Nominating & Corporate Governance: Chair +$15,000 RSUs; Sustainability: Chair +$15,000 RSUs; Lead Director +$35,000 RSUs
Meeting fees	None	Directors reimbursed for reasonable travel expenses
2025 onboarding specifics	Pro-rated compensation per policy; RSU grant scheduled Aug 6, 2025	As a non-employee director, compensated pro rata in 2025; RSU grant timing disclosed

Non-employee directors must retain 75% of net shares until holding equals 5x the annual cash retainer.

Performance Compensation

Metric	Weight	Targets	Payout Mechanics
None disclosed for directors	—	—	IR’s director pay is retainer + service-based RSUs; no performance metrics disclosed

Other Directorships & Interlocks

Company	Role	Committee Roles	Interlocks/Conflicts
None disclosed	—	—	8-K notes no arrangements pursuant to which selected; no Item 404(a) transactions

Expertise & Qualifications

Strategy, M&A, and value creation: Led multi-billion-dollar mergers and public-to-private transitions; architected growth strategies increasing market capitalization.
Technology and operations: Led global technology enablement within Operations practice; experience aligning strategy and execution.
Board fit: Appointed to Nominating & Corporate Governance and Sustainability Committees, aligning with governance oversight and ESG strategy.

Equity Ownership

Item	Detail
Beneficial ownership at appointment	Form 3 reported “No securities are beneficially owned.” Filed July 15, 2025.
Upcoming grant	RSUs to be granted Aug 6, 2025 under the Amended and Restated 2017 Omnibus Incentive Plan (prorated).
Ownership guidelines	Must retain 75% of net shares until holdings equal 5x cash retainer; anti-hedging and anti-pledging policy applies.
Pledged shares	Prohibited by policy.

Governance Assessment

Strengths
- Independence affirmed; immediate placement on governance- and sustainability-focused committees supports board effectiveness.
- Director pay skewed to equity (annual RSU $192.5k vs. $82.5k cash), with robust ownership/retention guidelines, promoting alignment.
- Anti-hedging/anti-pledging policy and regular executive sessions strengthen oversight.
- No related-party transactions disclosed upon appointment; no selection arrangements.
Watch items
- Initial Form 3 shows no holdings; alignment will build after first RSU grant vests—monitor progress toward 5x retainer guideline.
- Current employer is a global consulting firm; while no Item 404 transactions were disclosed at appointment, monitor future related-party disclosures if McKinsey provides services to IR.
Attendance/Engagement signal
- Board-level expectation and prior-year attendance levels are strong; assess Satpathy’s attendance post-2025 proxy.

Related-Party/Conflict Check

The Board determined Satpathy is independent; 8-K states no arrangements or understandings for selection and no transactions requiring disclosure under Item 404(a).

Director Compensation Program Snapshot (for context)

Name	Fees Earned or Paid in Cash ($)	Stock Awards ($)	Total ($)
Non-employee directors (examples from FY2024)	$80,625	$192,500–$252,500	$273,125–$333,125

Note: Satpathy joined in 2025 and will receive prorated 2025 compensation under the same policy; his RSU grant was scheduled for Aug 6, 2025.

Insider Filings & Trades

Form	Date	Key Disclosure
Form 3	July 15, 2025	Initial statement of beneficial ownership; “No securities are beneficially owned.”
POA (Exhibit 24)	July 14, 2025	Power of attorney for Section 16 filings.

Summary Implications for Investors

Governance quality appears strong: independence, committee alignment, equity-heavy director pay with stringent ownership/retention and anti-hedge/pledge policies.
No conflicts identified at appointment; monitor for any consulting relationships that could trigger related-party considerations.
Alignment will increase as RSUs vest; track compliance against 5x retainer guideline and any subsequent insider ownership updates.