Jennifer Hartsock - Director | Ingersoll Rand (IR) Executive Profile & Compensation

About Jennifer Hartsock

Independent director; age 48; joined the IR board in January 2023 (years of service: 2). She is Chief Information and Digital Officer at Cargill, with prior CIO roles at Baker Hughes and Cameron International, and 17 years at Caterpillar (including Group CIO for Construction Industries). Bachelor’s in Applied Computer Science from Illinois State University. Her core credentials span digital transformation, IIoT, global manufacturing, and technology-enabled operations.

Past Roles

Organization	Role	Tenure	Committees/Impact
Cargill	Chief Information and Digital Officer	Not disclosed	Leads global technology, digital and data strategies across a 125-country footprint; aligns with IR’s digitization priorities.
Baker Hughes	Chief Information Officer; led Digital Technology team	Not disclosed	Delivered device connectivity and technologies enabling connected customer solutions.
Cameron International	Chief Information Officer	Not disclosed	CIO experience in energy equipment and services.
Caterpillar	Group CIO, Construction Industries segment; various roles over 17 years	17 years	Deep global manufacturing and industrial technology expertise.

External Roles

Organization	Role	Tenure	Notes
Cargill (private company)	Chief Information and Digital Officer	Current	Oversees global tech portfolio; relevant to IR’s cyber/digital oversight.
Public company directorships	—	—	None disclosed in IR’s proxy.

Board Governance

Independence: Determined independent under NYSE rules; independent for Audit (Section 10A(m)(3)) and Compensation (Section 10C(a)(3)) committee service.
Committee assignments: Audit Committee member; Compensation Committee member. Chairs: Audit—Humphrey; Compensation—Arnold.
Meeting cadence: In 2024, committees met—Audit: 4; Compensation: 4; Nominating & Corporate Governance: 4; Sustainability: 3; Board met 6 times.
Attendance: All director nominees (including Hartsock) attended >75% of Board/committee meetings; all current directors attended the 2024 annual meeting.
Executive sessions: Regular independent director sessions; presided over by Lead Director (Donnelly).
Board structure: Combined Chair/CEO with a robust Lead Independent Director role and separate Sustainability Committee.

Fixed Compensation

Component (FY 2024)	Amount ($)	Notes
Cash retainer	80,625	Reflects increase to $82,500 effective April 1, 2024 (paid pro-rata).
Stock awards (RSUs)	202,500	Annual RSU $192,500 plus Audit Committee member RSU $10,000; one-year vest.
Total	283,125	Sum of cash and equity.

Program details (structure and governance):

Annual cash retainer increased from $75,000 to $82,500 (effective April 1, 2024).
Annual RSU award increased from $175,000 to $192,500 (granted February 2024; vests on anniversary).
Audit Committee: Chair RSU $25,000; member RSU $10,000 (one-year vest; prorated).
Compensation Committee: Chair RSU retainer increased from $15,000 to $20,000 (April 1, 2024).
Lead Director RSU $35,000 (one-year vest).

Performance Compensation

Equity Grant Type	Grant Value ($)	Vesting	Specifics
Annual RSUs	192,500	Vests on the one-year anniversary of grant	Director equity is time-vested (no performance metrics).
Audit Committee member RSUs	10,000	Vests on the one-year anniversary of grant	Additional equity for committee membership (Audit).

RSUs outstanding for Hartsock at 12/31/2024: 2,240; these RSUs vested in full on February 27, 2025.
No performance-based metrics apply to non-employee director equity grants; they are time-based RSUs aimed at alignment and retention.

Other Directorships & Interlocks

Category	Detail
Current public company boards	None disclosed.
Committee interlocks	None; Compensation Committee members (including Hartsock) were not IR officers; no reciprocal interlocks with IR executives.

Expertise & Qualifications

Digital transformation and IIoT leadership; global technology portfolio management; industrial domain experience at Caterpillar, Cameron, Baker Hughes, Cargill.
Audit Committee “financially literate” under NYSE standards (Board determined for all Audit members).
Education: Bachelor’s in Applied Computer Science (Illinois State University).
Board emphasizes directors with cybersecurity/technology experience for risk oversight; aligns with Hartsock’s background.

Equity Ownership

Holder	Shares Beneficially Owned	% Outstanding	Notes
Jennifer Hartsock	2,240	<1%	As of April 17, 2025; directors subject to 5x retainer ownership guideline and 75% net-share retention until met.
RSUs outstanding (12/31/2024)	2,240	—	Vested February 27, 2025.

Alignment and policies:

Ownership guideline: Non-employee directors must retain 75% of net shares until holding equity equal to 5x annual cash retainer; as of Jan 1, 2025, all directors with ≥1 year service were compliant.
Anti-hedging/anti-pledging: Directors prohibited from hedging and pledging IR securities.

Governance Assessment

Strengths: Independent status; committee engagement (Audit and Compensation); >75% attendance; time-vested equity with robust ownership guidelines; explicit anti-hedging/anti-pledging; separate Sustainability Committee; active executive sessions; strong investor support (95% “Say-on-Pay” in 2024 indicates healthy governance and pay alignment).
Potential conflicts: None disclosed—no related-party transactions since Jan 1, 2024.
Risk indicators: No hedging/pledging; no interlocks; Audit members financially literate; Board uses independent assessments annually; cybersecurity oversight embedded in Audit Committee.
Signals: Digital/cyber expertise strengthens Audit oversight; committee workload is balanced; director compensation scaled to market with modest increases and committee-specific equity reflecting responsibilities.

RED FLAGS: None identified in company disclosures (no attendance issues, no related-party transactions, no hedging/pledging, no disclosed conflicts).