John Humphrey
Ingersoll RandAbout John Humphrey
Independent director since February 2018 (Years of Service: 7), age 59. Former EVP & CFO of Roper Technologies, with prior finance leadership roles at Honeywell/AlliedSignal and engineering/manufacturing roles at Detroit Diesel. Education: B.S. in Industrial Engineering (Purdue University) and MBA (University of Michigan). The Board designates him an audit committee financial expert; he chairs IR’s Audit Committee and serves on the Sustainability Committee.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Roper Technologies | EVP & CFO | 2011–2017 | Senior finance leadership; public-company CFO experience |
| Roper Technologies | VP & CFO | 2006–2011 | Finance leadership, inorganic growth experience |
| Honeywell/AlliedSignal | Various finance leadership roles | 12 years | Industrial manufacturing finance expertise |
| Detroit Diesel | Engineering and manufacturing management | 6 years | Operational/engineering grounding |
External Roles
| Company | Role | Tenure | Committees/Notes |
|---|---|---|---|
| EnPro Industries, Inc. | Director | Not disclosed in IR proxy | Committee roles not disclosed in IR proxy |
| O-I Glass, Inc. | Director | Not disclosed in IR proxy | Committee roles not disclosed in IR proxy |
Board Governance
- Independence: The Board determined John Humphrey is independent under NYSE rules; also independent for Exchange Act Section 10A(m)(3) audit committee requirements.
- Committee assignments: Audit Committee Chair; Sustainability Committee member.
- Attendance: Board held six meetings in 2024; all director nominees (including Humphrey) attended more than 75% of Board and committee meetings and attended last year’s annual meeting.
- Executive sessions: Independent directors meet regularly in executive session, presided over by the Lead Director.
- Risk oversight: As Audit Chair, Humphrey oversees financial reporting, internal controls, auditor independence, and ERM including cybersecurity updates and remediation plans.
| Committee | Role | Meetings Held in 2024 |
|---|---|---|
| Audit Committee | Chair | 4 |
| Sustainability Committee | Member | 3 |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash (2024) | $80,625 | Annual retainer was increased from $75,000 to $82,500 effective April 1, 2024 (paid quarterly; prorated for partial year) |
| Meeting Fees | $0 | No fees for attending meetings; travel expenses reimbursed |
Program terms and 2024 changes:
- Annual RSU award increased from $175,000 to $192,500 (effective for February 2024 grant).
- Audit Committee Chair additional RSU award: $25,000; Audit Committee member additional RSU: $10,000.
- Chair of Compensation, Nominating, or Sustainability Committees: additional $15,000 RSU award; Lead Director: additional $35,000 RSU award.
Performance Compensation
| Equity Award Detail (2024) | Amount | Vesting |
|---|---|---|
| Annual RSU grant | $192,500 | Vests on anniversary of grant date; 2024 grants vested Feb 27, 2025 |
| Audit Chair RSU grant | $25,000 | Vests on anniversary of grant date; Feb 27, 2025 |
| Total Stock Awards (2024) | $217,500 | Aggregate grant-date fair value (ASC 718) |
- Performance metrics: None disclosed for director equity; RSUs are time-vested, not performance-based.
- Options: No director option awards disclosed.
Other Directorships & Interlocks
| External Board | Industry Relation to IR | Interlock/Conflict Notes |
|---|---|---|
| EnPro Industries, Inc. | Diversified industrials | No related-party transactions with IR disclosed since Jan 1, 2024 |
| O-I Glass, Inc. | Packaging/industrial | No related-party transactions with IR disclosed since Jan 1, 2024 |
- Related-person transaction policy: Any Item 404 transactions must be approved by disinterested directors/committee; includes independence considerations for non-employee directors.
- IR disclosed no related-person transactions requiring SEC disclosure since Jan 1, 2024.
Expertise & Qualifications
- Audit committee financial expert designation (SEC definition).
- Deep public-company CFO experience (Roper Technologies) and industrial finance leadership (Honeywell/AlliedSignal).
- Engineering and manufacturing background (Detroit Diesel); Industrial engineering degree and MBA.
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (Apr 17, 2025) | 28,283 shares; <1% of outstanding |
| Shares outstanding (Apr 17, 2025) | 403,447,247 |
| RSUs outstanding (12/31/2024) | 2,406; vested Feb 27, 2025 |
- Stock ownership guidelines: Non-employee directors must retain 75% of net shares until equity equals 5x annual cash retainer; directors with ≥1 year service were in compliance as of Jan 1, 2025.
- Anti-hedging/anti-pledging: Hedging and pledging company stock prohibited; no margin purchases or borrowing against accounts holding IR securities.
- Pledging: No pledging by Humphrey disclosed in the proxy.
Governance Assessment
- Strengths: Independent director; Audit Chair with SEC “financial expert” designation; strong attendance; robust ERM and cybersecurity oversight; alignment via equity and strict ownership/anti-hedging policies; no related-party transactions disclosed.
- Compensation alignment: Director pay mix is primarily equity (RSUs), including role-based RSUs for Audit Chair, supporting alignment with long-term shareholders; no meeting fees.
- Signals/changes: 2024 market assessment led to measured increases in cash retainer ($75,000→$82,500) and annual RSUs ($175,000→$192,500); Humphrey’s total stock awards reflect Audit Chair premium ($25,000).
- Watch items: Multiple external public boards (EnPro, O-I Glass) warrant routine monitoring for workload/overboarding risk, though no conflicts or related-party exposure disclosed.
RED FLAGS: None disclosed in proxy regarding related-party transactions, hedging/pledging, or low attendance.