Michelle Swanenburg
Ingersoll RandAbout Michelle Swanenburg
Michelle Swanenburg, age 58, joined Ingersoll Rand’s Board in April 2025 as an independent director. She is Head of Human Resources at T. Rowe Price, serves on multiple firm committees, and previously led HR at Oaktree Capital Management for four years. She holds a bachelor’s and master’s in human resources development from Towson University and is positioned to contribute expertise in succession, talent, and compensation to IR’s Deploy Talent strategic imperative .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| T. Rowe Price | Head of Human Resources | December 2019–present | Management Committee; Strategic Operating Committee; Enterprise Risk Management Committee; Management Compensation & Development Committee; Corporate Strategy Committee |
| Oaktree Capital Management | Head of Human Resources | Four years prior to Dec 2019 | Led HR; succession, talent acquisition, performance management, compensation |
| T. Rowe Price (earlier career) | HR roles of increasing responsibility | Prior to Oaktree | Progressively senior HR roles |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| The Waterfront Partnership of Baltimore Inc. | Board Member | Current | Community/non-profit governance |
| Stevenson University | President’s Advisory Council Member | Current | Academic advisory role |
Board Governance
- Committee assignments: Member, Compensation Committee (Chair: Kirk E. Arnold); Member, Sustainability Committee (Chair: Marc E. Jones) .
- Independence: The Board determined Swanenburg is independent under NYSE rules and IR Corporate Governance Guidelines, including for Compensation Committee membership (Exchange Act Section 10C) .
- Attendance: IR reports that all nominees for re‑election attended >75% of Board and committee meetings during their service period in 2024; the Board held six meetings in 2024 .
- Meeting fees: Directors are not paid meeting fees; reasonable travel expenses reimbursed .
- Anti‑hedging/pledging: IR prohibits hedging and pledging of company stock for directors, officers, and employees .
- Related‑party transactions: None requiring disclosure since January 1, 2024; nomination confirmed no Item 404(a) interest at appointment .
Fixed Compensation
Director compensation structure (non‑employee directors):
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $82,500 | Increased from $75,000 effective April 1, 2024 |
| Annual RSU award | $192,500 | Increased from $175,000; vests on 1‑year anniversary |
| Audit Chair RSU | $25,000 | Vests on 1‑year anniversary |
| Audit Member RSU | $10,000 | Vests on 1‑year anniversary |
| Compensation Chair RSU | $20,000 | Increased from $15,000; effective April 1, 2024 |
| Nominating Chair RSU | $15,000 | Vests on 1‑year anniversary |
| Sustainability Chair RSU | $15,000 | Vests on 1‑year anniversary |
| Lead Director RSU | $35,000 | Vests on 1‑year anniversary |
| Meeting fees | None | No per‑meeting fees paid |
| 2025 program changes | None | Board determined no changes for 2025 |
Implication for Swanenburg: As a member (not chair) of Compensation and Sustainability Committees, she receives the base retainer and annual RSU award; there are no additional RSUs for non‑Audit committee membership .
Performance Compensation
IR’s director pay is time‑based RSUs; performance pay applies to executives. Key metrics used by the Compensation Committee to align incentives:
| 2024 MIP (Corporate NEOs) | Weight | Threshold | Target | Maximum | Actual | Payout Basis |
|---|---|---|---|---|---|---|
| Adjusted EPS | 75% | $2.95 | $3.28 | $3.60 | $3.39 | Linear; actual yielded 105% for EPS component |
| Free Cash Flow (USD mm) | 25% | $1,158 | $1,287 | $1,413 | $1,247 | Linear; actual yielded 85% for FCF; overall MIP payout 100% |
| 2024 PSUs (executives) | Metric | Threshold | Target | Superior | Notes |
|---|---|---|---|---|---|
| Relative TSR vs. S&P 500 Industrials | Percentile | 35th → 50% payout | 55th → 100% payout | ≥75th → 200% cap | If absolute TSR negative, payout capped at target |
These metrics evidence a pay‑for‑performance design overseen by a committee on which Swanenburg serves .
Other Directorships & Interlocks
| Company | IR Director | External Role | Potential Interlock/Notes |
|---|---|---|---|
| T. Rowe Price Group, Inc. | William P. Donnelly | Director at TROW | Swanenburg is T. Rowe Price Head of HR, creating a board–executive interlock across IR and TROW |
| Non‑profits | Michelle Swanenburg | Board member/advisory (Waterfront Partnership; Stevenson University PAC) | Non‑profit roles; no disclosed related‑party transactions |
- Independence mitigant: IR confirms Swanenburg’s independence, and no Item 404(a) related‑party transactions at appointment; IR’s policy requires review of any future related‑person transactions .
Expertise & Qualifications
- Human capital leadership: Extensive experience in succession planning, talent acquisition, performance management, and compensation; supports IR’s Deploy Talent imperative .
- Risk and governance: Participation in T. Rowe’s Enterprise Risk Management and Management Compensation committees enhances oversight relevance to IR’s Board .
- Education: Bachelor’s and master’s in HR development, Towson University .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Michelle Swanenburg | — | — | As of April 17, 2025; less than 1% |
- Director stock ownership guidelines: Hold 75% of net shares until ownership equals 5× annual cash retainer; directors with ≥1 year were in compliance as of Jan 1, 2025 (Swanenburg appointed April 2025, thus early in compliance timeline) .
- Anti‑hedging/pledging: Prohibited for directors, officers, and employees .
Governance Assessment
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Strengths:
- Independent director with deep HR and compensation expertise, directly relevant to Compensation Committee responsibilities and IR’s talent strategy .
- Committee engagement across Compensation and Sustainability enhances board oversight in human capital and ESG .
- Robust governance policies: majority voting, declassified board, proxy access, clawback, anti‑hedging/pledging; strong say‑on‑pay support (95% in 2024) signals investor alignment .
- No related‑party transactions disclosed; clean appointment process without Item 404(a) interests .
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Watch items:
- Interlock potential: IR’s Lead Director William Donnelly serves on T. Rowe Price Group’s board while Swanenburg is T. Rowe Price’s Head of HR; monitor for any perceived conflicts in matters involving T. Rowe Price as IR shareholder or service provider (if applicable) .
- Ownership alignment: As a new director with no reported beneficial ownership as of April 17, 2025, track RSU grants and progress toward the 5× retainer guideline over the first year .
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Attendance/engagement:
- IR reports all nominees met >75% attendance in 2024 during their service period; board met six times; no meeting fees—encourages commitment without pay for attendance .
RED FLAGS to monitor: potential board–executive interlock with T. Rowe Price; ensure continued independence determinations and disclosure of any transactions; verify adherence to anti‑hedging/pledging and timely progression to ownership guideline .