Vikram Kini
About Vikram U. Kini
Vikram U. Kini (age 43) is a director nominee to the UL Solutions (ULS) Board for the 2025 Annual Meeting; the Board has nominated him to fill a reduced 12-member slate. He has served as Senior Vice President and Chief Financial Officer of Ingersoll Rand Inc. since June 2020, following finance leadership roles at Gardner Denver, GE, and SABIC; he holds a Business Administration degree from Boston University. The Board has determined he is independent and an “audit committee financial expert,” and, if elected, he is expected to join the Audit and Finance Committees.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ingersoll Rand Inc. (NYSE: IR) | Senior Vice President & Chief Financial Officer | Jun 2020–Present | Public-company CFO; designated audit committee financial expert for ULS Board service |
| Gardner Denver Holdings, Inc. | Director of FP&A; VP, Investor Relations; other finance leadership roles | 2011–2020 | Investor relations and FP&A leadership; integrated into Ingersoll Rand Industrials merger in 2020 |
| General Electric; SABIC | Various finance roles | Prior to 2011 | Corporate finance experience in diversified industrials and chemicals |
External Roles
| Organization | Position | Tenure | Notes |
|---|---|---|---|
| Ingersoll Rand Inc. | SVP & CFO | 2020–Present | Operating executive role (not disclosed as a director) |
No other public-company directorships are disclosed for Mr. Kini.
Board Governance
- Status/tenure: Director nominee for election at the May 20, 2025 Annual Meeting (virtual). If elected, Board size decreases to 12.
- Independence: Board has affirmatively determined Mr. Kini is independent under NYSE rules.
- Committee assignments (expected): Audit Committee and Finance Committee, effective following the Annual Meeting.
- Financial expertise: Board determined Mr. Kini is an “audit committee financial expert” under Item 407(d)(5) of Regulation S-K.
- Board structure: Independent, non-executive Chair (James M. Shannon); separate Chair/CEO roles. ULS is a “controlled company” (UL Standards & Engagement holds ~95.7% of voting power) and retains certain consent rights.
- Attendance baseline: In 2024, all directors attended ≥75% of meetings; Mr. Kini was not yet on the Board.
- Executive sessions: Independent directors meet regularly without management; an additional session excludes ULSE designees.
Fixed Compensation (Non-Employee Director Program)
| Component | Amount/Terms |
|---|---|
| Annual cash retainer | $85,000 (post-IPO program) |
| Equity retainer | RSUs with grant-date fair value $170,000; vest on earlier of one-year anniversary or next annual meeting; dividend equivalents accrue and vest with RSUs |
| Committee chair fees | Audit $20,000; HCC $15,000; Nominating $12,500; Finance $12,500 |
| Committee member fees | Audit $10,000; HCC $7,500; Nominating $6,250; Finance $6,250 |
| Chair of the Board fee (non-executive) | $120,000 |
| Deferral option | Directors may defer cash retainer and RSUs into stock units (settled in Class A common shares) for 5/10 years or until service ends; dividend equivalents accrue |
Note: If Mr. Kini serves as an Audit and Finance Committee member as expected, current cash retainers imply $85,000 + $10,000 + $6,250 = $101,250 cash, plus the $170,000 RSU grant at grant-date value, subject to Board service timing.
Performance Compensation
Directors do not have performance-based pay. Equity awards are time-vested RSUs (no performance metrics), with dividend equivalents that vest with the award.
| Metric | Weight | Target/Range | Notes |
|---|---|---|---|
| Performance-based metrics | N/A | N/A | Non-employee director RSUs vest based on time; no performance conditions. |
Other Directorships & Interlocks
- Other public company boards: None disclosed for Mr. Kini.
- Compensation committee interlocks: Company discloses none for its executive officers; no interlocks are disclosed involving Mr. Kini.
Expertise & Qualifications
- Core skills: Public-company CFO; finance and accounting; capital markets; investor relations; industrial sector knowledge. Board designated him as an audit committee financial expert.
- Education: Business Administration, Boston University.
Equity Ownership
| Holder | Shares Class A | Notes |
|---|---|---|
| Vikram U. Kini | 0 | No beneficial ownership reported as of Mar 26, 2025 (director nominee at that time). |
Alignment policies:
- Director stock ownership guideline: 5x annual cash retainer; 100% of net shares from awards must be retained until guideline met. As of Dec 31, 2024, directors overall were either compliant or adhering to the 100% retention rule.
- Hedging/pledging: Prohibited for directors, Section 16 officers, employees and their controlled entities.
Governance Assessment
- Positives: Independent director nominee with deep CFO experience; designated audit committee financial expert; expected service on Audit and Finance enhances financial oversight and risk management; robust director ownership guidelines and strict hedging/pledging prohibitions support alignment.
- Watch items: New to ULS Board with no current ULS share ownership; company is a “controlled company” with extensive consent rights for UL Standards & Engagement, which can influence major corporate actions and committee composition (company-level governance risk).
- Conflicts/related-party exposure: No related-party transactions disclosed involving Mr. Kini; principal related-party disclosures concern UL Research Institutes/UL Standards & Engagement arrangements reviewed by the Audit Committee.
No insider trades or director-specific compensation anomalies were disclosed for Mr. Kini (nominee status as of the record date).