Kathleen Keene
Ingersoll RandAbout Kathleen Keene
Kathleen M. Keene, 51, is Senior Vice President and Chief Human Resources Officer (CHRO) of Ingersoll Rand (IR) since June 2021, with responsibility for the company’s communications function; she joined Ingersoll-Rand plc in 2016 after HR roles at General Electric and SABIC and holds a bachelor’s degree in business administration and management from Pennsylvania State University . IR’s operating performance during her tenure has been strong: revenue rose from $5,152.4mm (2021) to $7,235.0mm (2024), Adjusted EBITDA grew from $1,191.9mm to $2,018.1mm (margin from 23.1% to 27.9%), Adjusted Diluted EPS increased from $2.09 to $3.29, and Free Cash Flow was $1,247.6mm in 2024 . IR’s total shareholder return (TSR) was 148% over 5 years, 47% over 3 years, and 17% over 1 year through year-end 2024 .
| Metric | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|
| Revenue ($mm) | $5,152.4 | $5,916.3 | $6,876.1 | $7,235.0 |
| Adjusted EBITDA ($mm) | $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 | $3.29 |
| Free Cash Flow ($mm) | $563.7 | $770.8 | $1,272.0 | $1,247.6 |
| Period | 5 Year | 3 Year | 1 Year |
|---|---|---|---|
| IR TSR (%) | 148% | 47% | 17% |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ingersoll Rand Inc. | SVP & CHRO | June 2021–present | Leads global HR and communications to support “Deploy Talent” strategic imperative |
| Ingersoll‑Rand plc | Director of HR (corporate functions); led global HR team for Fluid Management, Material Handling and Power Tools; HRBP for Precision & Science Technologies; led North America region HR | Joined 2016; roles prior to June 2021 | Built and led global HR support across multiple business units and regions |
| General Electric Company | HR roles | Not disclosed | Early-career HR experience in multinational environments |
| SABIC | HR roles | Not disclosed | HR experience in global chemicals; talent and operations exposure |
External Roles
No external directorships or committee roles were disclosed for Keene .
Fixed Compensation
| Item | 2024 |
|---|---|
| Base Salary | $432,000 (+8% vs $400,000 at 12/31/2023) |
| Target Bonus % (MIP) | 65% of salary |
| Target Bonus $ | $280,800 |
| Long-Term Incentive (LTI) Target Grant Value | $650,000 |
| Target Total Direct Compensation (TDC) | $1,362,800 |
Performance Compensation
| Annual Cash Incentive (MIP) Metric | Weighting | Threshold (50% payout) | Target (100% payout) | Maximum (200% payout) | Actual Result | Weighted Payout |
|---|---|---|---|---|---|---|
| Adjusted EPS | 75% | $2.95 | $3.28 | $3.60 | $3.39 | 79% |
| Free Cash Flow (millions) | 25% | $1,158 | $1,287 | $1,413 | $1,247 | 21% |
| Total | 100% | — | — | — | — | 100% |
| 2024 MIP Payout (Keene) | Value |
|---|---|
| Target MIP Amount | $280,800 |
| Calculated Payout Factor | 100% |
| Approved Payout Factor | 100% |
| Paid | $280,800 |
| PSU Design (Annual 2024 Awards) | Metric | Threshold | Target | Maximum | Notes |
|---|---|---|---|---|---|
| Performance Stock Units (50% of LTI) | Relative TSR vs S&P 500 Industrials | 35th percentile = 50% payout | 55th percentile = 100% payout | ≥75th percentile = 200% payout (cap) | If absolute TSR negative, payout capped at target |
| Time-Vesting Awards (Annual 2024 + Market Adjustments) | Dollar Target | Shares/Options | Strike | Grant Date | Expiration | Vesting | Grant-Date Fair Value |
|---|---|---|---|---|---|---|---|
| PSUs (Annual) | $325,000 | 3,595 target PSUs | — | 2/27/2024 | — | 3-year performance (1/1/2024–12/31/2026) | $478,063 |
| RSUs (Annual) | $162,500 | 1,797 RSUs | — | 2/27/2024 | — | 25% annually over 4 years | $162,413 |
| Stock Options (Annual) | $162,500 | 4,222 options | $90.38 | 2/27/2024 | 2/27/2034 | 25% annually over 4 years | $162,463 |
| RSUs (Market Adjustment) | $175,000 | 1,933 RSUs | — | 8/20/2024 | — | 25% annually over 4 years | $174,937 |
| Stock Options (Market Adjustment) | $175,000 | 4,681 options | $90.50 | 8/20/2024 | 8/20/2034 | 25% annually over 4 years | $174,976 |
Additional realized performance context: The 2022–2024 PSU cycle was certified at a 200% maximum payout in February 2025 for all NEOs (e.g., Keene earned 8,476 PSUs) based on 77th percentile TSR vs S&P 500 Industrials .
Equity Ownership & Alignment
| Beneficial Ownership (as of 4/17/2025) | Amount |
|---|---|
| Shares beneficially owned | 28,084 |
| Percent of shares outstanding | <1% (outstanding shares: 403,447,247) |
| Options exercisable within 60 days | 17,032 |
| Outstanding Equity (12/31/2024) | Grant Date | Unvested/Unearned | Price/Value | Expiration | Notes |
|---|---|---|---|---|---|
| RSUs | 2/27/2024 | 1,797 shares | $162,557 market value | — | 4-year equal annual vesting |
| RSUs | 8/20/2024 | 1,933 shares | $174,859 market value | — | 4-year equal annual vesting |
| Options | 2/27/2024 | 4,222 unexercisable | $90.38 strike | 2/27/2034 | 4-year equal annual vesting |
| Options | 8/20/2024 | 4,681 unexercisable | $90.50 strike | 8/20/2034 | 4-year equal annual vesting |
| PSUs (2022–2024) | 2022 | 8,476 unearned at 12/31/2024; vested 2/10/2025 | — | — | Cycle paid 200% |
| PSUs (2023–2025) | 2023 | 10,364 unearned (at max presentation) | — | — | Relative TSR in-flight |
| PSUs (2024–2026) | 2024 | 7,190 unearned (at max presentation) | — | — | Relative TSR in-flight |
| 2024 Option Exercises and Stock Vested | Shares | Value Realized ($) |
|---|---|---|
| Options exercised | 4,629 | $296,411 |
| RSUs vested | 2,271 | $206,389 |
- Stock ownership guidelines: SVP level must hold equity equal to 3x salary; executives must retain 75% of net shares until guideline met; all NEOs were in compliance as of January 1, 2025 .
- Anti‑hedging/anti‑pledging: Company policy prohibits hedging transactions and pledging of company securities, margin purchases, or borrowing against accounts holding company stock .
Employment Terms
| Scenario (as of 12/31/2024) | Cash Severance | Health Coverage | Equity Acceleration | Total |
|---|---|---|---|---|
| Qualifying Termination (without Cause or for Good Reason) | $432,000 | $10,649 | $442,005 | $884,654 |
| Change in Control (CIC) only | — | — | $2,247,357 | $2,247,357 |
| Qualifying Termination + CIC | $432,000 | $10,649 | $3,255,690 | $3,698,339 |
| Death/Disability | — | — | $731,542 | $731,542 |
- Equity treatment: Upon a qualifying termination, the next scheduled tranche of RSUs and options vests; death/disability vests the first two tranches; after a CIC, PSUs vest based on performance as of CIC, and RSUs/options have double‑trigger acceleration upon qualifying termination within two years following CIC .
- Clawback policy: NYSE‑compliant clawback adopted October 2023 requires recovery of erroneously awarded incentive compensation from current/former Section 16 officers for the three-year period preceding a restatement due to material non‑compliance with reporting requirements .
- Perquisites: Executives receive tax/financial planning reimbursement up to $10,000/year and executive physicals; Keene’s 2024 “All Other Compensation” included $66,285 matching contributions, $581 life insurance premiums, and $10,000 tax/financial planning services (total $76,866) .
- Deferred compensation: Keene contributed $42,288 in 2024; company contributed $45,585; aggregate 2024 earnings were ($20,029); year‑end balance $234,547 .
- Governance protections: No tax gross‑ups in connection with CIC severance; no executive pensions; no fixed‑term employment agreements; no stock option repricing .
Investment Implications
- Pay-for-performance alignment: Keene’s incentive mix ties heavily to performance (65% annual bonus target; PSUs linked to Relative TSR), and 2022–2024 PSUs paid at 200% on 77th percentile TSR—supporting strong alignment with shareholder value creation .
- Retention vs. supply dynamics: Additional August 2024 RSU/option grants (market adjustments) increase unvested equity and retention, while recent/near‑term vesting (e.g., 8,476 PSUs certified in Feb 2025) may create incremental share supply as awards settle; her severance is modest (1x salary) but double‑trigger CIC accelerates equity .
- Alignment and risk controls: Compliance with robust stock ownership guidelines (SVP 3x salary), plus anti‑hedging/anti‑pledging and clawback policies, reduce governance and misalignment risk; no pledging permitted .
- Insider activity signal: 2024 saw limited option exercise (4,629 shares; $296k realized) and RSU vesting (2,271 shares; $206k), with larger PSU settlement in 2025—monitor for subsequent Form 4 filings around vesting dates for potential selling pressure .