Michael Weatherred
Ingersoll RandAbout Michael Weatherred
Senior Vice President, IR Execution Excellence (IRX) and Business & Commercial Excellence at Ingersoll Rand. Age 63 with 7 years of service since the Merger; leads IRX and added Demand Generation Excellence (DGX) responsibility in December 2023. Education: B.S. in Accounting (Pittsburg State University) and MBA (Loyola University). Company performance context: IR’s TSR was 17% (1-year), 47% (3-year), and 148% (5-year), with PSUs for the 2022–2024 period paying out at 200% based on 77th percentile relative TSR; 2024 MIP paid 100% on Adjusted EPS and Free Cash Flow targets .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ingersoll Rand | SVP, IR Execution Excellence (IRX); added DGX responsibility | 2019–present (7 years) | Drives execution excellence and commercial demand generation across the enterprise . |
| Gardner Denver | VP, Execution Excellence; VP, GD Operating Systems | 2018–2019 | Led operating system deployment and execution excellence pre-Merger . |
| Danaher (DBS Office) | VP, Growth | 2013–May 2018 | Growth leadership within DBS; scaling growth processes . |
| Danaher (Dental & Product ID platforms) | General management, marketing, strategic accounts | 2002–2013 (12 years) | Multi-platform operating roles; commercial and GM leadership . |
| Honeywell; Black & Decker | Sales, marketing, general management | Pre-2002 | Commercial leadership roles prior to Danaher tenure . |
External Roles
No public company directorships or external board roles disclosed .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 426,250 | 452,500 | 496,000 |
| Target Bonus % of Salary | — | — | 75% |
| Target Bonus ($) | — | — | 372,000 |
| Actual MIP Paid ($) | 383,775 | 690,000 | 372,000 |
Performance Compensation
2024 Management Incentive Plan (MIP) – Corporate Metrics
| Metric | Weight | Threshold | Target | Maximum | Actual | Weighted Payout |
|---|---|---|---|---|---|---|
| Adjusted EPS | 75% | $2.95 | $3.28 | $3.60 | $3.39 | 79% |
| Free Cash Flow (USD mm) | 25% | $1,158 | $1,287 | $1,413 | $1,247 | 21% |
| Calculated/Approved Payout Factor | 100% | 100% |
Long-Term Incentive Awards – Structure and 2024 Grants
| Component | Design | 2024 Target Value ($) |
|---|---|---|
| PSUs | 50% of LTI; 3-year performance (2024–2026) on Relative TSR vs. S&P 500 Industrials; payout 0–200% with negative absolute TSR cap at 100% | 550,000 |
| RSUs | 25% of LTI; time-vest over 4 years | 275,000 |
| Stock Options | 25% of LTI; 10-year term; time-vest over 4 years | 275,000 |
| Market Adjustment (Aug 2024) | Additional RSUs (50%) and Options (50%) to align with market; expected to continue going forward | RSUs $350,000; Options $350,000 |
Grants of Plan-Based Awards (Weatherred, 2024)
| Grant | Approval/Grant Date | PSUs Target (#) | RSUs (#) | Options (#) | Exercise Price | Grant-Date FV ($) |
|---|---|---|---|---|---|---|
| Annual LTI | 2/19/24; 2/27/24 | 3,042 | 3,042 | 7,146 | $90.38 | PSUs $809,183 ; RSUs $274,936 ; Options $274,978 |
| Market Adjustment | 7/25/24; 8/20/24 | — | 3,867 | 9,363 | $90.50 | RSUs $349,964 ; Options $349,989 |
PSU Outcomes
| PSU Cohort | Performance Period | TSR Percentile | Payout Factor | PSUs Earned (Distributed 2025) |
|---|---|---|---|---|
| 2022 Grant | 2022–2024 | 77th percentile; TSR 74% | 200% | 16,010 |
Equity Ownership & Alignment
Beneficial Ownership and Guideline Compliance
| Item | Value |
|---|---|
| Shares Beneficially Owned | 127,613; less than 1% of outstanding |
| Shares Outstanding (4/17/2025) | 403,447,247 |
| Ownership % (calculated) | ~0.03% (127,613 / 403,447,247) |
| Stock Ownership Guideline | 5x salary for SVP, IRX |
| Retention Requirement | Retain 75% of net shares until guideline met |
| Compliance Status | All NEOs in compliance as of Jan 1, 2025 |
| Anti-Hedging/Pledging | Hedging and pledging prohibited by policy |
Outstanding Equity Awards at 2024 Fiscal Year-End (values at $90.46 close)
| Instrument | Grant Date | Exercisable | Unexercisable | Exercise Price | Expiration | Unvested RSUs (#/$) | Unearned PSUs (#/$) |
|---|---|---|---|---|---|---|---|
| Options | 5/14/2018 | 9,800 | — | $33.46 | 5/14/2028 | — | — |
| Options | 2/21/2019 | 17,713 | — | $27.05 | 2/21/2029 | — | — |
| Options | 3/6/2020 | 17,857 | — | $27.79 | 3/6/2030 | — | — |
| Options | 2/23/2021 | 7,295 | 2,432 | $45.58 | 2/23/2031 | RSUs 960 / $86,842 | — |
| Options | 2/22/2022 | 5,011 | 5,012 | $53.09 | 2/22/2032 | RSUs 2,001 / $181,010 | PSUs 16,010 / $1,448,265 |
| Options | 2/23/2023 | 2,512 | 7,536 | $57.89 | 2/23/2033 | RSUs 3,239 / $293,000 | PSUs 17,274 / $1,562,606 |
| Options | 2/27/2024 | — | 7,146 | $90.38 | 2/27/2034 | RSUs 3,042 / $275,179 | PSUs 12,170 / $1,100,898 |
| Options | 8/20/2024 | — | 9,363 | $90.50 | 8/20/2034 | RSUs 3,867 / $349,809 | — |
Notes: RSUs and options vest in equal annual installments over four years; values based on 12/31/2024 close of $90.46 . The 2022 PSU cohort vested in Feb 2025 (shown separately above) .
Deferred Compensation
| Item | 2024 |
|---|---|
| Aggregate Earnings (Last FY) | $(86,716) |
| Aggregate Balance (FYE) | $335,281 |
Employment Terms
- Offer Letter (April 30, 2018): Base salary $345,000; MIP target 50% of salary; LTI target $275,000; includes severance arrangements referenced below .
- Severance (without Cause / Good Reason): 12 months base salary paid in monthly installments + up to 12 months COBRA group health coverage; distribution of vested amounts under Supplemental Contribution Plan .
- Change-in-Control (CIC) treatment: Double-trigger vesting—termination without Cause within two years post-CIC accelerates 100% of RSUs and options; PSUs vest based on performance calculated as of CIC closing price; treatment across scenarios outlined in proxy .
- Weatherred Estimated Payments (as of 12/31/2024): Qualifying termination cash $496,000; health coverage $13,516; equity acceleration $703,860; total $1,213,375. CIC equity value $3,930,121; Qualifying termination + CIC total $6,167,947; death/disability equity $1,061,109 .
- Clawback: NYSE-compliant policy (Oct 2023) to recover erroneously awarded incentive comp for Section 16 officers over prior three years upon restatement; recoupment provisions also in equity plans .
- Anti-Hedging/Anti-Pledging/Securities Trading: Hedging and pledging prohibited; margin purchases/borrowing against IR securities prohibited .
Investment Implications
- Pay-for-performance alignment: 2024 MIP paid at 100% on formulaic Adjusted EPS and Free Cash Flow results; 2022–2024 PSUs paid 200% at 77th percentile TSR, indicating incentives are tightly tied to shareholder returns .
- Retention risk mitigants: Significant unvested RSUs/options with four-year ratable vesting, plus Aug 2024 market-adjustment grants, create ongoing vesting cadence and retention hooks; PSUs continue through 2026 performance period .
- Insider selling pressure: Regular annual vesting tranches (e.g., Feb 23, Feb 27, Aug 20 grants) may create periodic liquidity events; RSUs/options vest ratably over four years, which can translate into scheduled sales for tax and diversification, though anti-hedging/pledging policies reduce misalignment risk .
- Ownership alignment: Weatherred holds 127,613 shares and is subject to a robust 5x salary ownership guideline with a 75% net share retention rule; all NEOs were in compliance as of Jan 1, 2025, supporting alignment with long-term shareholders .
- Downside protections and CIC economics: Severance is modest (12 months salary and health) absent CIC, but CIC accelerates equity broadly on a double trigger; equity acceleration values indicate meaningful CIC exposure in the total package .
- Red flags: No tax gross-ups for CIC; no option repricing; hedging/pledging prohibited; clawback policy in place—overall low governance risk profile in compensation practices .