JoAnna Sohovich

About JoAnna L. Sohovich

Independent director at Ingersoll Rand (IR); Age 53; joined the IR Board in 2023 (Years of Service: 2). Former CEO and now Chair of the Board at Chamberlain Group; prior senior leadership roles at Stanley Black & Decker and Honeywell; U.S. Navy veteran. Education: B.S. in Economics, U.S. Naval Academy; MBA, Santa Clara University . She is nominated for re‑election as an independent director for a one‑year term at the 2025 Annual Meeting . The Board has determined she is independent under NYSE rules and for Exchange Act Section 10A (Audit Committee) purposes .

Past Roles

External Roles

Board Governance

• Independence: The Board determined Ms. Sohovich is independent under the Corporate Governance Guidelines/NYSE rules and “independent” for Exchange Act Section 10A (Audit Committee) .
• Committee assignments (2024): Audit Committee – Member; Nominating & Corporate Governance Committee – Member .
• Audit Committee qualifications: All Audit Committee members are “financially literate” under NYSE rules (applies to all members, including Ms. Sohovich); audit committee financial experts are Donnelly, Forsee, and Humphrey .
• Meetings/attendance: Board met 6 times in 2024; committees met Audit (4), Compensation (4), Nominating & Corporate Governance (4), Sustainability (3). All director nominees (including Ms. Sohovich) attended >75% of Board and committee meetings; all then‑serving directors attended last year’s annual meeting .
• Executive sessions: Independent directors meet regularly in executive session, presided over by the Lead Director .

Committee Memberships (2024)

Fixed Compensation (Director Pay)

Director compensation program changes in 2024: cash retainer to $82,500; annual RSU to $192,500; Audit Chair RSU $25,000; Audit member RSU $10,000; NCG/Sustainability chair RSU $15,000; Lead Director RSU $35,000 .

Performance Compensation

• Structure: Non‑employee directors receive time‑based RSUs; no performance‑conditioned equity or cash metrics are disclosed for directors .
• 2024 RSU details (for Ms. Sohovich): $202,500 grant value; RSUs vested in full on Feb 27, 2025; 700 RSUs granted at her Oct 2, 2023 appointment vested Nov 7, 2024 .

Other Directorships & Interlocks

Expertise & Qualifications

• Industrial leadership with direct P&L and digital product innovation experience across building controls, security, and industrial/automotive segments (Honeywell; Stanley Black & Decker) .
• Governance experience as public company director (Barnes Group) and private company Board Chair (Chamberlain Group) .
• Board’s skills summary highlights her experience in digitally focused product innovation and strategic growth initiatives .

Equity Ownership

Additional equity context:

• RSUs outstanding at Dec 31, 2024: 2,240 (vested in full on Feb 27, 2025) .
• Director stock ownership guidelines: Must hold 75% of net shares until equity equals 5x annual cash retainer; as of Jan 1, 2025, all then‑serving directors with ≥1 year were in compliance; anti‑hedging and anti‑pledging policy applies to directors .

Governance Assessment

• Strengths

  • Independence confirmed; serves on Audit and Nominating & Corporate Governance, enhancing oversight of financial reporting and board composition/governance .
  • Audit Committee collectively financially literate; robust risk and cybersecurity oversight cadence .
  • Strong alignment mechanisms: meaningful equity in director pay; one‑year RSU vesting; stringent stock ownership/retention, and anti‑hedging/anti‑pledging policies; no meeting fees (limits pay inflation) .
  • Attendance: exceeded 75% threshold; supports engagement; Board met 6 times in 2024; committees active .
  • No related‑party transactions requiring disclosure since Jan 1, 2024 (reduces conflict risk) .

• Watch items

  • Absolute share ownership is modest at 2,998 shares, though directors are in compliance with ownership guidelines; continued build of ownership would further align incentives over time .
  • Company maintains combined CEO/Chair structure; mitigated by an empowered Lead Independent Director and independent committee leadership, but structure concentrates authority at the top .

• Overall view: Governance profile is solid with clear independence, active committee participation, and alignment policies. No disclosed related‑party issues or policy exceptions; compensation mix emphasizes equity and standard market practices, with additional equity tied to committee responsibilities rather than cash, which supports long‑term alignment .

Appendix: Director Compensation Detail (FY2024)

Notes on Program Structure (applies to all non‑employee directors):

• Annual cash retainer: $82,500 (effective Apr 1, 2024); no meeting fees .
• Annual RSU: $192,500 (Feb 2024 grant); additional RSU amounts for roles—Audit Chair $25,000; Audit member $10,000; NCG/Sustainability Chair $15,000; Lead Director $35,000; all RSUs vest on the one‑year anniversary .