Marc Jones
Ingersoll RandAbout Marc E. Jones
Marc E. Jones (age 66) has served on Ingersoll Rand’s board since December 2018 (years of service: 6). He is Chairman, President and CEO of Aeris Communications (IoT), and previously held senior roles at Visionael, Madge Networks, Chips and Technologies, and LF Rothschild. He holds a BA in political science and a JD from Stanford University. The board has affirmatively determined he is independent under NYSE rules, and independent for Compensation Committee purposes under Exchange Act Section 10C(a)(3) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Aeris Communications, Inc. | Chairman (since 2005); Chairman, President & CEO | 2008–present (Chair since 2005) | Technology and law background aligns with IR’s digitization strategy |
| Visionael Corporation | Chairman; President & CEO | Chairman 2004–2009; CEO 1998–2004 | Led network software and services transformation |
| Madge Networks | President & COO | 1993–1997 | Operational leadership in networking hardware |
| Chips and Technologies, Inc. | SVP, Integrated System Products | 1988–1992 | Early fabless semiconductor leadership |
| LF Rothschild Unterberg Towbin & Co. | SVP, Corporate Finance | 1986–1987 | Corporate finance experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CDW Corporation | Director | Current | Public company directorship; potential information-flow benefits; no related party transactions disclosed at IR |
| Stanford University | Board of Trustees | Current | Governance oversight at major institution |
| Stanford Healthcare | Chair of the Board | Current | Healthcare governance leadership |
Board Governance
- Committee assignments: Chair, Sustainability Committee; Member, Compensation Committee .
- Independence: Board determined Jones is independent under NYSE and independent for Compensation Committee membership (Exchange Act §10C(a)(3)) .
- Attendance: In 2024, all nominated directors attended >75% of aggregate Board and committee meetings; Board met 6 times; committee meetings held—Audit 4, Compensation 4, Nominating & Corporate Governance 4, Sustainability 3 .
- Executive sessions: Held regularly; presided by Lead Independent Director (Donnelly) .
Fixed Compensation
| Component | 2024 Amount/Terms | Notes |
|---|---|---|
| Annual cash retainer | $80,625 (fees earned) | Retainer increased from $75,000 to $82,500 effective April 1, 2024; paid quarterly and prorated |
| Meeting fees | None | Directors are not paid meeting fees; reasonable travel expenses reimbursed |
Performance Compensation
| Equity Component | 2024 Grant Value | Vesting | Notes |
|---|---|---|---|
| Annual RSU award | $192,500 | Vests on first anniversary of grant | Base director equity increased from $175,000 to $192,500 in Feb 2024 |
| Additional RSU for Sustainability Chair | $15,000 | Vests on first anniversary of grant | Chair equity for Sustainability (and certain other committees) set at $15,000 |
| Total 2024 stock awards (Jones) | $207,500 | As above | RSUs outstanding at 12/31/2024: 2,295; vested in full on Feb 27, 2025 |
Director equity is time-vested RSUs; no performance-vesting metrics are applied to non-employee director awards .
Other Directorships & Interlocks
- Compensation Committee interlocks: None; no IR executive served on boards/comp committees of companies with IR directors serving reciprocally during 2024 .
- Related-party transactions: None requiring disclosure since January 1, 2024 .
- Policy: IR maintains a formal Related Person Transaction Policy; disinterested directors must approve any Item 404 transactions .
Expertise & Qualifications
- Technology and digitization: CEO experience in IoT; prior leadership in networking hardware and fabless semiconductors supports IR’s IIoT/digital initiatives .
- Legal and finance: JD and senior finance roles enhance governance rigor on compensation and sustainability oversight .
- Governance breadth: Chair of Sustainability Committee; member of Compensation Committee .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (IR common) | 23,912 shares; less than 1% |
| RSUs outstanding (12/31/2024) | 2,295 RSUs (vested 2/27/2025) |
| Stock ownership guidelines | Non-employee directors must hold 75% of net shares until ownership equals 5x annual cash retainer; all directors with ≥1 year service were in compliance as of 1/1/2025 |
| Hedging/pledging | Prohibited for directors; no pledging allowed |
Governance Assessment
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Strengths
- Independent director with deep technology, legal, and finance experience; chairs Sustainability and serves on Compensation—positions central to investor priorities (ESG oversight and pay practices) .
- Robust attendance and active committee service; the board uses majority voting and conducts annual independent assessments .
- Director pay tilted toward equity (RSUs), with enhanced grants tied to leadership roles; reinforced ownership alignment via 5x retainer guideline and 75% retention rule .
- No related-party transactions; formal anti-hedging/anti-pledging policy; no compensation committee interlocks—reduces conflict risk .
- Shareholder support for pay practices remains high (95% “Say-on-Pay” in 2024), supporting overall governance credibility .
-
Watch items
- Jones holds multiple significant external roles (Aeris, CDW, Stanford boards). While no conflicts are disclosed, continued monitoring for potential related-party interactions is appropriate given IR’s digitization focus and Jones’s IoT leadership .
Overall, Jones’s committee leadership, independence, and equity-heavy compensation structure signal positive alignment with shareholder interests and effective board oversight, with no red flags disclosed in related-party, attendance, or interlocks .