William Donnelly
Ingersoll RandAbout William P. Donnelly
William P. Donnelly, age 63, is Ingersoll Rand’s Lead Independent Director (appointed November 2021) and has served on the Board since May 2017 (8 years of service). He is a former Executive Vice President and multi-term CFO of Mettler-Toledo International, with earlier finance leadership at Elsag Bailey and audit experience at PwC. Donnelly holds a B.S. in Business Administration from John Carroll University, and the Board has determined he is independent under NYSE rules and a qualified audit committee financial expert.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Mettler-Toledo International Inc. | Executive Vice President (Finance, IR, Supply Chain, IT) | 2014–Dec 2018 | Senior finance and operations leadership |
| Mettler-Toledo International Inc. | Chief Financial Officer | 1997–2002; 2004–2014 | Multi-term CFO; strategic and operational oversight |
| Mettler-Toledo International Inc. | Division Head, Product Inspection & certain lab businesses | 2002–2004 | Business unit leadership |
| Elsag Bailey Process Automation, NV | Senior financial roles including CFO | 1993–1997 | Industrial automation finance leadership |
| PricewaterhouseCoopers LLP | Auditor | 1983–1993 | Public accounting foundation |
External Roles
| Organization | Role | Status/Notes |
|---|---|---|
| Quanterix Corporation | Chairman, Board of Directors | Current |
| T. Rowe Price Group, Inc. | Director | Current |
Board Governance
- Lead Independent Director; presides over executive sessions of independent directors. The role is defined in the Corporate Governance Guidelines and is used when the Chair is not independent. Executive sessions occur regularly.
- Committee assignments: Audit Committee member; Nominating & Corporate Governance Committee Chair.
- Independence: Board determined Donnelly is independent under NYSE rules and for Exchange Act Section 10A (audit) purposes.
- Attendance: In 2024, the Board held six meetings; all nominees attended >75% of Board and applicable committee meetings, satisfying minimum requirements; all serving directors attended last year’s annual meeting.
- Committee activity levels (2024): Audit (4), Compensation (4), Nominating & Corporate Governance (4), Sustainability (3).
Fixed Compensation (Director)
| Component | Amount | Vesting/Timing | 2024 Donnelly Amount |
|---|---|---|---|
| Annual cash retainer | $82,500 (effective Apr 1, 2024; previously $75,000) | Quarterly, prorated | $80,625 cash fees recorded for 2024 (reflects timing) |
| Annual RSU grant (base) | $192,500 (effective for Feb 2024 grant) | Vests on first anniversary | Included in total stock awards |
| Lead Director RSU | $35,000 | Vests on first anniversary | Included |
| Nominating & Corporate Governance Chair RSU | $15,000 | Vests on first anniversary | Included |
| Audit Committee member RSU | $10,000 | Vests on first anniversary | Included |
Total 2024 Director Compensation (Donnelly): Cash fees $80,625; Stock awards $252,500; Total $333,125.
Program notes: Directors are not paid per-meeting fees; reasonable travel expenses reimbursed. 2025 program unchanged.
Performance Compensation (Director)
| Equity Type | Grant Value | Number/Status | Vesting |
|---|---|---|---|
| 2024 Base RSUs | $192,500 | Donnelly RSUs outstanding at 12/31/24: 2,793 (aggregate fair value reported) | RSUs vested in full on Feb 27, 2025 |
| Lead Director RSUs | $35,000 | Included in 2024 stock awards | One-year cliff vest |
| Nominating & Corp Gov Chair RSUs | $15,000 | Included in 2024 stock awards | One-year cliff vest |
| Audit Committee Member RSUs | $10,000 | Included in 2024 stock awards | One-year cliff vest |
Notes: Director equity awards are time-based RSUs with one-year vesting; no performance metrics are applied to non-employee director grants.
Other Directorships & Interlocks
| Entity | Relationship to IR | Interlock/Consideration |
|---|---|---|
| T. Rowe Price Group (TROW) | Donnelly is a director; Michelle Swanenburg (IR director) is Head of HR at T. Rowe Price | Potential information flow and governance interlock across IR and TROW given dual affiliations; monitor for any related-party implications (none disclosed). |
Expertise & Qualifications
- Audit committee financial expert designation; deep CFO background across public industrial and life science firms; supports audit oversight and risk management.
- Independent director per NYSE and IR guidelines; experienced in strategy, operations, and product innovation.
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership (Apr 17, 2025) | 98,601 shares; <1% of shares outstanding (403,447,247) |
| Included options exercisable (within 60 days) | 44,799 shares via currently exercisable options |
| RSUs outstanding at 12/31/24 | 2,793; vested Feb 27, 2025 |
| Ownership guidelines (directors) | Hold 75% of net shares until owning equity equal to 5× annual cash retainer; all directors with >1 year tenure compliant as of Jan 1, 2025 |
| Hedging/Pledging policy | Hedging and pledging of company stock prohibited for directors |
Governance Assessment
-
Strengths
- Independent Lead Director with regular executive sessions; enhances oversight in combined Chair/CEO structure.
- Chair of Nominating & Corporate Governance and Audit Committee member; recognized audit financial expert; bolsters board effectiveness and risk oversight.
- Strong attendance and established anti-hedging/anti-pledging and clawback policies; market-leading stock ownership guidelines with confirmed compliance.
- Shareholder support signals: 95% Say-on-Pay approval in 2024, with active investor engagement.
-
Considerations / Potential RED FLAGS
- Board interlock with T. Rowe Price: Donnelly’s directorship at TROW alongside IR director Michelle Swanenburg’s executive role at T. Rowe Price warrants monitoring for governance optics, though IR discloses no related-person transactions.
- Multiple external commitments (Quanterix Chairman; TROW director): assess time allocation during periods of elevated IR activity.
-
Related-party transactions
- IR reports no related-person transactions requiring disclosure since Jan 1, 2024; policy in place for review/approval of any such transactions.