Vicente Reynal
Ingersoll RandAbout Vicente Reynal
Vicente Reynal (age 50) is Chairman, President, and CEO of Ingersoll Rand; he has served as CEO and director since January 2016 and became Chairman in November 2021 . He holds a B.S. in Mechanical Engineering (Georgia Tech) and M.S. degrees in Mechanical Engineering and Technology & Policy (MIT) . Under his tenure, IR’s TSR materially outperformed industrial peers over 1-, 3-, and 5-year horizons, and adjusted EBITDA margins expanded from 23.1% (2021) to 27.9% (2024) while FCF margin improved to 17.2% (2024) .
TSR performance vs benchmarks (through 12/31/2024) :
| Period | IR TSR | S&P 500 | S&P 500 Industrials |
|---|---|---|---|
| 1 Year | 17% | 23% | 16% |
| 3 Year | 47% | 23% | 25% |
| 5 Year | 148% | 82% | 62% |
Operating performance (USD millions, non-GAAP as disclosed) :
| Metric | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|
| Revenues | $5,152.4 | $5,916.3 | $6,876.1 | $7,235.0 |
| Adjusted EBITDA | $1,191.9 | $1,434.8 | $1,786.8 | $2,018.1 |
| Adjusted EBITDA Margin | 23.1% | 24.3% | 26.0% | 27.9% |
| Free Cash Flow | $563.7 | $770.8 | $1,272.0 | $1,247.6 |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ingersoll Rand/Gardner Denver | CEO, President, Director (became Chairman 2021) | 2016–present | Led strategy pivot to high-growth sustainable end markets; industry-leading TSR . |
| Gardner Denver | President, Industrials segment | 2015–2016 | Segment leadership before ascending to CEO . |
| Danaher | Senior leadership roles | ~2004–2015 (11 years) | Corporate strategy, new product development, operations leadership . |
| Thermo Fisher Scientific | Operational/executive roles | n/d | Operations experience in life sciences tools . |
| AlliedSignal/Honeywell | Operational/executive roles | pre-1999 | Industrial operations foundation . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| American Airlines | Director | n/d–present | Public company directorship . |
| Ownership Works | Director | n/d–present | Advocacy of broad-based employee ownership . |
Fixed Compensation
Multi-year CEO pay (Summary Compensation Table) :
| Year | Salary ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2024 | 1,144,000 | 7,392,406 | 6,094,979 | 1,716,000 | 372,697 | 16,720,080 |
| 2023 | 1,133,000 | 6,315,820 | 4,466,985 | 3,432,000 | 175,945 | 15,523,750 |
| 2022 | 1,075,000 | 49,547,938 | 1,749,996 | 1,963,500 | 185,343 | 54,521,777 |
2024 Target compensation design :
| Component | Amount | Notes |
|---|---|---|
| Base Salary | $1,144,000 | No increase vs 12/31/23 |
| Target Bonus % | 150% of salary | MIP target $1,716,000 |
| LTI Target Grant Value | $7,500,000 | Delivered as PSUs, options, RSUs |
Perquisites and other (selected) :
- Financial planning (up to $10,000), executive physical; limited personal use of company aircraft per employment agreement; cybersecurity services; 401(k)/Supplemental Plan match .
Performance Compensation
2024 Annual bonus (MIP) metrics and results :
| Metric | Weight | Threshold | Target | Max | Actual | Weighted Payout |
|---|---|---|---|---|---|---|
| Adjusted EPS | 75% | $2.95 | $3.28 | $3.60 | $3.39 | 105% |
| Free Cash Flow (mm) | 25% | $1,158 | $1,287 | $1,413 | $1,247 | 85% |
| Formulaic Outcome | 100% | |||||
| CEO Bonus Paid | $1,716,000 |
Long-term incentives – 2024 annual grant mix :
| Instrument | 2024 Target Value ($) | Core Terms |
|---|---|---|
| PSUs (50%) | 3,750,000 | 3-year Relative TSR vs S&P 500 Industrials; 35th/55th/75th percentile = 50%/100%/200%; capped at target if absolute TSR < 0% . |
| Stock Options (25%) | 1,875,000 | 4-year ratable vesting; 10-year life . |
| RSUs (25%) | 1,875,000 | 4-year ratable vesting . |
Special 2022 CEO Performance-Based Leadership Equity Award :
- 1,000,000 PSUs total: 750,000 tied to Adjusted EPS CAGR ≥10/12/15% (threshold/target/maximum), vest at end of 5-year period; 250,000 tied to achieving TSR Target Price ($81.85) during 5-year window; TSR Target Price achieved on March 6, 2024; cliff vesting at 9/1/2027, subject to continued employment .
- Performance-conditioned stock options: 100,000 options earned for each fiscal year 2022–2026 with ≥12% Adjusted EPS growth; options granted following year; cliff vest on 5th anniversary; 100,000 options granted in 2023 (vest 2/23/2028), 2024 (vest 2/27/2029), and 2025 (vest 2/26/2030) .
Realized/vesting signals (2024) :
| Item | Quantity/Value |
|---|---|
| Options exercised | 746,974; value realized $59,099,365 |
| Stock vested (RSUs/PSUs) | 187,048 shares; $16,374,121 value |
| 2022–2024 PSU cycle | Certified at 200% payout; CEO 131,850 PSUs earned |
Equity Ownership & Alignment
Beneficial ownership and alignment :
- Shares outstanding: 403,447,247 as of April 17, 2025 .
- CEO beneficial ownership: 1,709,666 shares; includes 1,271,178 currently exercisable options and certain trust holdings (75,000, 147,802, 22,500 shares) .
- Ownership as % of outstanding: ~0.42% (1,709,666 / 403,447,247) .
Selected outstanding equity (12/31/2024) :
| Grant | Exercisable | Unexercisable | Exercise Price | Vesting/Expiry |
|---|---|---|---|---|
| Legacy options (e.g., 5/10/16) | 535,403 | — | $10.61 | Exp. 5/10/2026 |
| 2/23/21 | 69,830 | 23,277 | $45.58 | Ratable; Exp. 2/23/2031 |
| 2/22/22 | 41,273 | 41,274 | $53.09 | Ratable; Exp. 2/22/2032 |
| 2/23/23 (annual) | 17,584 | 52,753 | $57.89 | Ratable; Exp. 2/23/2033 |
| 2/23/23 (100k perf) | — | 100,000 | $57.89 | Cliff vest 2/23/2028 |
| 2/27/24 (annual) | — | 48,726 | $90.38 | Ratable; Exp. 2/27/2034 |
| 2/27/24 (100k perf) | — | 100,000 | $90.38 | Cliff vest 2/27/2029 |
Ownership policies and pledging/hedging :
- Stock ownership guideline: CEO = 10x base salary; must retain 75% of net shares until guideline met; as of Jan 1, 2025, all NEOs and directors in compliance .
- Anti-hedging and anti-pledging: Directors, officers, employees prohibited from hedging, buying on margin, borrowing against accounts, or pledging IR stock as collateral .
Potential insider selling pressure:
- Large cliff-vesting CEO options in 2028, 2029, 2030 (100k each) and special PSUs vesting 9/1/2027 could create concentrated liquidity windows; anti-pledging policy reduces forced-sale risk, and robust ownership guidelines raise alignment .
Employment Terms
Key employment agreement terms (effective 9/1/2022) :
- Initial term 5 years; automatic 1-year renewals .
- Base salary set at $1,100,000 at signing; target bonus 150% of salary .
- Performance-conditioned option eligibility (as described above) .
- Non-compete and non-solicit increased to 24 months post-termination .
- Personal aircraft use allowed, capped at $200,000 incremental annual cost .
- Clawback policy updated October 2023, compliant with NYSE; 3-year lookback on restatements .
Potential payments at termination/change-in-control (as of 12/31/2024) :
| Scenario | Cash Severance | Health Continuation | Equity Acceleration (est.) | Total |
|---|---|---|---|---|
| Qualifying Termination (no CIC) | $1,144,000 | $20,193 | $5,770,140 | $6,934,333 |
| CIC only | — | — | $122,858,364 | $122,858,364 |
| Qualifying Termination + CIC (double trigger) | $1,144,000 | $20,193 | $125,260,476 | $126,424,669 |
| Death/Disability | — | — | $100,126,243 | $100,126,243 |
Equity treatment highlights:
- Annual awards: single- or double-trigger vesting depending on event; double-trigger for RSUs/options upon termination without cause within 2 years post-CIC; PSUs measured at CIC price/assumed performance period end .
- Special 2022 award: detailed termination/CIC mechanics for Adjusted EPS PSUs, TSR PSUs, and performance-conditioned options (e.g., prorations, cliff vesting, assumptions) .
Board Governance
- Dual role: CEO + Chairman; Board appoints a strong Lead Independent Director (William Donnelly) with defined responsibilities to balance oversight; Board argues combined role enhances strategic clarity; flexibility to separate roles remains .
- Independence: All directors except the CEO are independent under NYSE and company guidelines .
- Committees (2024): Audit (Chair: John Humphrey), Compensation (Chair: Kirk E. Arnold), Nominating & Corporate Governance (Chair: William Donnelly), Sustainability (Chair: Marc E. Jones) .
- Attendance/executive sessions: Board met 6 times in 2024; all nominees attended >75% of meetings; independent director executive sessions held regularly, presided over by the Lead Director .
Director compensation (context; CEO receives no director fees):
- 2024 non-employee director program increased retainer to $82,500 and annual RSU to $192,500; additional RSUs for committee roles and Lead Director; no meeting fees; directors subject to ownership/retention policy .
Say-on-Pay & Shareholder Feedback
- 2024 Say-on-Pay support: 95% approval; continued investor outreach; shareholders generally supportive of program focused on long-term, at-risk pay .
- Governance practices: “What we do/What we don’t do” includes no tax gross-ups for CIC, no hedging/pledging, no option repricing, minimum 1-year equity vesting, significant long-term performance-based mix, independent consultant (Pay Governance) .
Compensation Structure Analysis
- Pay-for-performance alignment: 89% of CEO TDC at risk; 50% of annual LTI in PSUs tied to relative TSR with downside protection cap; MIP metrics emphasize Adjusted EPS (75%) and FCF (25%) .
- Retention features: Special 2022 award uses 5-year cliff vesting for PSUs and 5-year cliff for performance-conditioned options; non-compete/non-solicit extended to 24 months; creates multi-year retention hooks through 2027–2030 .
- No risk-enhancing features: No CIC tax gross-ups; double-trigger equity treatment; clawback policy in place .
- 2025 action: Third tranche of 100,000 performance-conditioned options earned for 2024 Adjusted EPS growth; options granted 2/26/2025, vest after five years .
Related Party Transactions and Red Flags
- Related party transactions: None requiring disclosure since Jan 1, 2024 .
- Hedging/pledging: Prohibited (mitigates misalignment/forced-sale risks) .
- Option repricing: Prohibited .
- Clawback: NYSE-compliant .
- CEO pay ratio: 241:1 (or 180:1 excluding special performance-conditioned 2024 option grant accounting) .
Expertise & Qualifications
- 25+ years in strategy, product development, general management, and operations across industrial, energy, and life sciences sectors; prior Danaher operating system exposure; graduate technical/policy training (MIT), engineering background (Georgia Tech) .
- Board service at American Airlines; advocates for broad-based employee ownership (Ownership Works) .
Equity Ownership & Director Service Summary
| Item | Detail |
|---|---|
| Beneficial ownership | 1,709,666 shares (incl. trusts and 1,271,178 exercisable options); <1% of shares outstanding (~0.42%) |
| Stock ownership guideline | CEO 10x base salary; in compliance; 75% net shares retention until met |
| Anti-pledge/hedge | Prohibited |
| Board role | Chairman since Nov 2021; CEO and director since Jan 2016 |
| Lead Independent Director | William P. Donnelly |
| Committees | CEO/Chair is not on committees; independent chairs lead all committees |
Investment Implications
- Strong alignment and multi-year retention: High at-risk mix (PSUs with relative TSR, 3-year performance cycles), 5-year cliff special awards, and extended restrictive covenants support continuity and long-term orientation; double-trigger equity treatment reduces windfall risk in a CIC .
- Potential supply from future vests: Large 2027 (special PSUs) and 2028–2030 (100k options per year) cliffs could create liquidity windows; however, anti-pledging and ownership guidelines mitigate forced selling, and prior exercises show capacity to manage liquidity prudently .
- Pay-for-performance track record: 2024 MIP paid at 100%; 2022–2024 PSUs at 200%; TSR outperformance alongside margin and FCF expansion suggests well-calibrated incentives and execution leverage (positive for sentiment and governance risk premia) .
- Governance considerations: Combined CEO/Chair role offset by a robust Lead Director function, independent committees, and high board independence; Say-on-Pay (95%) and absence of related-party transactions support governance quality .