Document/ExhibitDescriptionPagesSize
1: 10-K Annual Report HTML 3.44M
2: EX-4.2 Instrument Defining the Rights of Security Holders HTML 63K
3: EX-21 Subsidiaries List HTML 180K
4: EX-23 Consent of Expert or Counsel HTML 39K
9: EX-97.1 Clawback Policy re: Recovery of Erroneously HTML 54K Awarded Compensation
5: EX-31.1 Certification -- §302 - SOA'02 HTML 44K
6: EX-31.2 Certification -- §302 - SOA'02 HTML 44K
7: EX-32.1 Certification -- §906 - SOA'02 HTML 41K
8: EX-32.2 Certification -- §906 - SOA'02 HTML 41K
15: R1 Cover Page HTML 107K
16: R2 Audit Information HTML 44K
17: R3 Consolidated Statements of Operations HTML 174K
18: R4 Consolidated Statements of Comprehensive Income HTML 90K
19: R5 Consolidated Balance Sheets HTML 162K
20: R6 Consolidated Balance Sheets (Parenthetical) HTML 53K
21: R7 Consolidated Statements of Stockholders' Equity HTML 111K
22: R8 Consolidated Statements of Cash Flows HTML 170K
23: R9 Summary of Significant Accounting Policies HTML 82K
24: R10 New Accounting Standards HTML 56K
25: R11 Discontinued Operations HTML 100K
26: R12 Acquisitions HTML 131K
27: R13 Restructuring HTML 63K
28: R14 Allowance for Credit Losses HTML 52K
29: R15 Inventories HTML 49K
30: R16 Property, Plant and Equipment HTML 52K
31: R17 Goodwill and Other Intangible Assets HTML 107K
32: R18 Accrued Liabilities HTML 60K
33: R19 Debt HTML 92K
34: R20 Benefit Plans HTML 352K
35: R21 Stockholders' Equity and Noncontrolling Interests HTML 50K
36: R22 Accumulated Other Comprehensive Income (Loss) HTML 137K
37: R23 Revenue from Contracts with Customers HTML 112K
38: R24 Income Taxes HTML 161K
39: R25 Leases HTML 135K
40: R26 Stock-Based Compensation Plans HTML 104K
41: R27 Hedging Activities, Derivative Instruments and HTML 107K
Credit Risk
42: R28 Fair Value Measurements HTML 113K
43: R29 Contingencies HTML 54K
44: R30 Other Operating Expense, Net HTML 54K
45: R31 Segment Reporting HTML 133K
46: R32 Earnings Per Share HTML 49K
47: R33 Subsequent Events HTML 42K
48: R34 Pay vs Performance Disclosure HTML 51K
49: R35 Insider Trading Arrangements HTML 62K
50: R36 Summary of Significant Accounting Policies HTML 152K
(Policies)
51: R37 Discontinued Operations (Tables) HTML 101K
52: R38 Acquisitions (Tables) HTML 117K
53: R39 Restructuring (Tables) HTML 60K
54: R40 Allowance for Credit Losses (Tables) HTML 53K
55: R41 Inventories (Tables) HTML 50K
56: R42 Property, Plant, and Equipment (Tables) HTML 51K
57: R43 Goodwill and Other Intangible Assets (Tables) HTML 110K
58: R44 Accrued Liabilities (Tables) HTML 63K
59: R45 Debt (Tables) HTML 56K
60: R46 Benefit Plans (Tables) HTML 358K
61: R47 Accumulated Other Comprehensive Income (Loss) HTML 140K
(Tables)
62: R48 Revenue from Contracts with Customers (Tables) HTML 100K
63: R49 Income Taxes (Tables) HTML 169K
64: R50 Leases (Tables) HTML 106K
65: R51 Stock-Based Compensation Plans (Tables) HTML 101K
66: R52 Hedging Activities, Derivative Instruments and HTML 103K
Credit Risk (Tables)
67: R53 Fair Value Measurements (Tables) HTML 110K
68: R54 Other Operating Expense, Net (Tables) HTML 54K
69: R55 Segment Reporting (Tables) HTML 129K
70: R56 Earnings Per Share (Tables) HTML 48K
71: R57 Summary of Significant Accounting Policies HTML 74K
(Details)
72: R58 New Accounting Standards - Narrative (Details) HTML 45K
73: R59 Discontinued Operations - Narrative (Details) HTML 54K
74: R60 Discontinued Operations - Results of Operations HTML 83K
(Details)
75: R61 Discontinued Operations - Cash Flows (Details) HTML 59K
76: R62 Acquisitions - Narrative (Details) HTML 140K
77: R63 Acquisitions - Business Acquisitions by HTML 101K
Acquisition, Consideration (Details)
78: R64 Acquisitions - Assets Acquired and Liabilities HTML 103K
Assumed (Details)
79: R65 Restructuring - Narrative (Details) HTML 57K
80: R66 Restructuring - Restructuring Charges (Details) HTML 54K
81: R67 Restructuring - Activity in Restructuring Programs HTML 56K
(Details)
82: R68 Allowance for Credit Losses - Summary (Details) HTML 52K
83: R69 Inventories - Schedule of Inventories (Details) HTML 51K
84: R70 Inventories - Narrative (Details) HTML 41K
85: R71 Property, Plant, and Equipment (Details) HTML 58K
86: R72 Goodwill and Other Intangible Assets - Goodwill by HTML 54K
Segment (Details)
87: R73 Goodwill and Other Intangible Assets - Goodwill by HTML 63K
Acquisition (Details)
88: R74 Goodwill and Other Intangible Assets - Narrative HTML 70K
(Details)
89: R75 Goodwill and Other Intangible Assets - Other HTML 75K
Intangible Assets (Details)
90: R76 Accrued Liabilities - Accrued Liabilities HTML 60K
(Details)
91: R77 Accrued Liabilities - Accrued Product Warranty HTML 51K
Liability (Details)
92: R78 Debt - Schedule of Debt (Details) HTML 76K
93: R79 Debt - Senior Notes (Details) HTML 62K
94: R80 Debt - Senior Secured Credit Facilities (Details) HTML 247K
95: R81 Debt - Prepayments (Details) HTML 69K
96: R82 Debt - Certain Covenants and Events of Default HTML 55K
(Details)
97: R83 Debt - Fair Value of Debt and Total Debt HTML 59K
Maturities (Details)
98: R84 Benefit Plans - Reconciliation of Changes in HTML 101K
Benefit Obligations and Fair Value of Plan Assets
(Details)
99: R85 Benefit Plans - Recognized as Component of HTML 56K
Accumulated Other Comprehensive (Loss) Income
(Details)
100: R86 Benefit Plans - Pension and Other Postretirement HTML 49K
Benefit Liabilities in Consolidated Balance Sheets
(Details)
101: R87 Benefit Plans - Accumulated Benefit Obligation in HTML 55K
Excess of Plan Assets (Details)
102: R88 Benefit Plans - Net Periodic Benefit Cost and HTML 100K
Other Comprehensive (Loss) Income, Before Income
Tax Effects (Details)
103: R89 Benefit Plans - Weighted Average Actuarial HTML 68K
Assumptions (Details)
104: R90 Benefit Plans - Assumed Health Care Cost Trend HTML 45K
Rate (Details)
105: R91 Benefit Plans - Estimated Benefit Payments for the HTML 64K
Next Five Years (Details)
106: R92 Benefit Plans - Long-Term Target Allocations HTML 59K
(Details)
107: R93 Benefit Plans - Fair Values of Pension Plan Assets HTML 164K
by Asset Category (Details)
108: R94 Stockholders' Equity and Noncontrolling Interests HTML 79K
(Details)
109: R95 Accumulated Other Comprehensive Income (Loss) - HTML 86K
Other Comprehensive Income (Loss) (Details)
110: R96 Accumulated Other Comprehensive Income (Loss) - HTML 42K
Narrative (Details)
111: R97 Accumulated Other Comprehensive Income (Loss) - HTML 85K
Changes in Accumulated Other Comprehensive Income
(Loss) (Details)
112: R98 Accumulated Other Comprehensive Income (Loss) - HTML 75K
Reclassifications out of Accumulated Other
Comprehensive Income (Loss) (Details)
113: R99 Revenue from Contracts with Customers - HTML 90K
Disaggregation of Revenue (Details)
114: R100 Revenue from Contracts with Customers - HTML 47K
Performance Obligations (Details)
115: R101 Revenue from Contracts with Customers - Contract HTML 49K
Balances (Details)
116: R102 Revenue from Contracts with Customers - Narrative HTML 41K
(Details)
117: R103 Income Taxes - Income (Loss) Before Income Taxes HTML 48K
(Details)
118: R104 Income Taxes - Provision (Benefit) for Income HTML 61K
Taxes (Details)
119: R105 Income Taxes - Effective Income Tax Rate HTML 85K
Reconciliation (Details)
120: R106 Income Taxes - Deferred Tax Assets and Liabilities HTML 80K
(Details)
121: R107 Income Taxes - Net Operating Loss and Tax Credit HTML 84K
Carryforwards (Details)
122: R108 Income Taxes - Valuation Allowance for Deferred HTML 48K
Tax Assets (Details)
123: R109 Income Taxes - Narrative (Details) HTML 50K
124: R110 Income Taxes - Unrecognized Tax Benefits and Other HTML 58K
Disclosures (Details)
125: R111 Leases - Components of Lease Expense (Details) HTML 52K
126: R112 Leases - Supplemental Cash Flows Information HTML 48K
(Details)
127: R113 Leases - Supplemental Balance Sheet Information HTML 86K
Related to Leases (Details)
128: R114 Leases - Maturities of Lease Liabilities (Details) HTML 79K
129: R115 Stock-Based Compensation Plans - Narrative HTML 153K
(Details)
130: R116 Stock-Based Compensation Plans - Stock-based HTML 54K
Compensation Expense (Details)
131: R117 Stock-Based Compensation Plans - Stock Option HTML 83K
Awards (Details)
132: R118 Stock-Based Compensation Plans - Assumptions Used HTML 72K
to Estimate Fair Value (Details)
133: R119 Stock-Based Compensation Plans - Restricted Stock HTML 63K
Unit Awards (Details)
134: R120 Stock-Based Compensation Plans - Performance Share HTML 68K
Unit Awards (Details)
135: R121 Hedging Activities, Derivative Instruments and HTML 90K
Credit Risk - Narrative (Details)
136: R122 Hedging Activities, Derivative Instruments and HTML 96K
Credit Risk - Balance Sheets (Details)
137: R123 Hedging Activities, Derivative Instruments and HTML 45K
Credit Risk - Cash Flow Hedges included in
Accumulated Other Comprehensive Income (Loss)
(Details)
138: R124 Hedging Activities, Derivative Instruments and HTML 48K
Credit Risk - Net Investment Hedges included in
Accumulated Other Comprehensive Income (Loss)
(Details)
139: R125 Hedging Activities, Derivative Instruments and HTML 45K
Credit Risk - Derivative Instruments not
Designated as Accounting Hedges (Details)
140: R126 Fair Value Measurements - Fair Value Measurements HTML 80K
(Details)
141: R127 Fair Value Measurements - Contingent Consideration HTML 58K
(Details)
142: R128 Contingencies (Details) HTML 56K
143: R129 Other Operating Expense, Net (Details) HTML 51K
144: R130 Segment Reporting - Narrative (Details) HTML 41K
145: R131 Segment Reporting - Segment Results (Details) HTML 131K
146: R132 Segment Reporting - Property, Plant and Equipment HTML 54K
by Geographic Region (Details)
147: R133 Earnings Per Share - Basic and Diluted Earnings HTML 47K
Per Share (Details)
148: R134 Earnings Per Share - Narrative (Details) HTML 41K
149: R135 Subsequent Events (Details) HTML 44K
151: XML IDEA XML File -- Filing Summary XML 286K
154: XML XBRL Instance -- iri-20231231_htm XML 5.44M
150: EXCEL IDEA Workbook of Financial Report Info XLSX 345K
11: EX-101.CAL XBRL Calculations -- iri-20231231_cal XML 432K
12: EX-101.DEF XBRL Definitions -- iri-20231231_def XML 1.47M
13: EX-101.LAB XBRL Labels -- iri-20231231_lab XML 3.64M
14: EX-101.PRE XBRL Presentations -- iri-20231231_pre XML 2.33M
10: EX-101.SCH XBRL Schema -- iri-20231231 XSD 331K
152: JSON XBRL Instance as JSON Data -- MetaLinks 931± 1.43M
153: ZIP XBRL Zipped Folder -- 0001628280-24-006642-xbrl Zip 802K
‘EX-97.1’ — Clawback Policy re: Recovery of Erroneously Awarded Compensation
1.Overview. The Board of Directors (the “Board”) of Ingersoll Rand Inc. (the “Company”) has adopted this Incentive Compensation Clawback Policy (the “Policy”) which requires the recoupment of certain incentive-based compensation
in accordance with the terms herein and is intended to comply with Section 303A.14 of The New York Stock Exchange Listed Company Manual, as such section may be amended from time to time (the “Listing Rules”). Capitalized terms not otherwise defined herein shall have the meanings assigned to such terms under Section 12 of this Policy.
2.Interpretation and Administration. The Compensation Committee (the “Committee”) of the Board shall have full authority to interpret and enforce the Policy; provided, however, that the Policy shall be interpreted in a manner consistent with its intent to meet the requirements of the Listing Rules. As further set forth in Section 10 below, this Policy is intended to supplement any other clawback policies and procedures that the
Company may have in place from time to time pursuant to other applicable law, plans, policies or agreements.
3.Covered Executives. The Policy applies to each current and former Executive Officer of the Company who serves or served as an Executive Officer at any time during a performance period in respect of which Incentive Compensation is Received, to the extent that any portion of such Incentive Compensation is (a) Received by the Executive Officer during the last three completed Fiscal Years or any applicable Transition Period preceding the date that the Company is required to prepare a Restatement (regardless of whether any such Restatement is actually filed) and (b) determined to have included Erroneously
Awarded Compensation. For purposes of determining the relevant recovery period referenced in the preceding clause (a), the date that the Company is required to prepare a Restatement under the Policy is the earlier to occur of (i) the date that the Board, a committee of the Board, or the officer or officers of the Company authorized to take such action if Board action is not required, concludes, or reasonably should have concluded, that the Company is required to prepare a Restatement or (ii) the date a court, regulator, or other legally authorized body directs the Company to prepare a Restatement. Executive Officers subject to
this Policy pursuant to this Section 3 are referred to herein as “Covered Executives.”
4.Recovery of Erroneously Awarded Compensation. If any Erroneously Awarded Compensation is Received by a Covered Executive, the Company shall reasonably promptly take steps to recover such Erroneously Awarded Compensation in a manner described under Section 5 of this Policy.
5.Forms of Recovery. The Committee shall determine, in its sole discretion and in a manner that effectuates the purpose of the Listing Rules, one or more methods for recovering any Erroneously Awarded Compensation hereunder in accordance with Section 4 above, which may include, without limitation: (a) requiring cash reimbursement;
(b) seeking recovery or forfeiture of any gain realized on the vesting, exercise, settlement, sale, transfer or other disposition of any equity-based awards; (c) offsetting the amount to be recouped from any compensation otherwise owed by the Company to the Covered Executive; (d) cancelling outstanding vested or unvested equity awards; or (e) taking any other remedial and recovery action permitted by law, as determined by the Committee. To the extent the Covered Executive refuses to pay to the Company an amount equal to the Erroneously Awarded Compensation, the Company shall have the right to sue for repayment and/or enforce the Covered Executive’s obligation to make payment through the reduction or cancellation
of outstanding and future compensation. Any reduction, cancellation or forfeiture of compensation shall be done in compliance with Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder.
6.No Indemnification. The Company shall not indemnify any Covered Executive against the loss of any Erroneously Awarded Compensation for which the Committee has determined to seek recoupment pursuant to this Policy.
7.Exceptions to the Recovery Requirement. Notwithstanding anything in this Policy to the contrary, Erroneously Awarded Compensation need not be recovered pursuant to this Policy if the Committee (or, if
the
Committee is not composed solely of Independent Directors, a majority of the Independent Directors serving on the Board) determines that recovery would be impracticable as a result of any of the following:
(a)the direct expense paid to a third party to assist in enforcing the Policy would exceed the amount to be recovered; provided that, before concluding that it would be impracticable to recover any amount of Erroneously Awarded Compensation based on expense of enforcement, the Company must make a reasonable attempt to recover such Erroneously Awarded Compensation, document such reasonable attempt(s) to recover, and provide that documentation to the Exchange; or
(b)recovery would likely cause an otherwise tax-qualified retirement plan, under which benefits
are broadly available to employees of the Company, to fail to meet the requirements of 26 U.S.C. 401(a)(13) or 26 U.S.C. 411(a) and the regulations thereunder.
8.Committee Determination Final. Any determination by the Committee with respect to the Policy shall be final, conclusive and binding on all interested parties.
9.Amendment. The Policy may be amended by the Committee from time to time, to the extent permitted under the Listing Rules.
10.Non-Exclusivity. Nothing in the Policy shall be viewed as limiting the right of the Company
or the Committee to pursue additional remedies or recoupment under or as required by any similar policy adopted by the Company or under the Company’s compensation plans, award agreements, employment agreements or similar agreements or the applicable provisions of any law, rule or regulation which may require or permit recoupment to a greater degree or with respect to additional compensation as compared to this Policy (but without duplication as to any recoupment already made with respect to Erroneously Awarded Compensation pursuant to this Policy). This Policy shall be interpreted in all respects to comply with the Listing Rules.
11.Successors. The Policy shall be binding and enforceable against all Covered Executives
and their beneficiaries, heirs, executors, administrators or other legal representatives.
12.Defined Terms.
“Covered Executives” shall have the meaning set forth in Section 3 of this Policy.
“Erroneously Awarded Compensation” shall mean the amount of Incentive Compensation actually Received that exceeds the amount of Incentive Compensation that otherwise would have been Received had it been determined based on the restated amounts, and computed without regard to any taxes paid. For Incentive Compensation based on stock price or total shareholder return, where the amount of erroneously awarded Incentive Compensation is not subject to mathematical recalculation directly from the information in a Restatement:
(A)The
calculation of Erroneously Awarded Compensation shall be based on a reasonable estimate of the effect of the Restatement on the stock price or total shareholder return upon which the Incentive Compensation was Received; and
(B)The Company shall maintain documentation of the determination of that reasonable estimate and provide such documentation to the Exchange.
“Exchange” shall mean The New York Stock Exchange.
“Executive Officer” shall mean the Company’s president, principal financial officer, principal accounting officer (or if there is no such accounting officer, the controller), any
vice-president of the Company in charge of a principal business unit, division, or function (such as sales, administration, or finance), any other officer who performs a policy-making function, or any other person who performs similar policy-making functions for the Company. Executive officers of the Company’s parent(s) or subsidiaries shall be deemed executive officers of the Company if they perform such policy-making functions for the Company.
“Financial
Reporting Measures” shall mean measures that are determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, and any measures that are derived wholly or in part from such measures, including, without limitation, stock price and total shareholder return (in each case, regardless of whether such measures are presented within the Company’s financial statements or included in a filing with the Securities and Exchange Commission).
“Fiscal Year” shall mean the Company’s fiscal year; provided that a Transition Period between the last day of the
Company’s previous fiscal year end and the first day of its new fiscal year that comprises a period of nine to 12 months will be deemed a completed fiscal year.
“Incentive Compensation” shall mean any compensation (whether cash or equitybased) that is granted, earned, or vested based wholly or in part upon the attainment of a Financial Reporting Measure, and may include, but shall not be limited to, performance bonuses and longterm incentive awards such as stock options, stock appreciation rights, restricted stock, restricted stock units, performance share units or other equity-based awards. For the avoidance of doubt, Incentive Compensation does not include (i) awards that are granted, earned and vested exclusively upon completion of a specified employment period, without any performance condition, and (ii) bonus awards that are discretionary or based on subjective goals or goals unrelated
to Financial Reporting Measures. Notwithstanding the foregoing, compensation amounts shall not be considered “Incentive Compensation” for purposes of the Policy unless such compensation is Received (1) while the Company has a class of securities listed on a national securities exchange or a national securities association and (2) on or after October 2, 2023, the effective date of the Listing Rules.
“Independent Director” shall mean a director who is determined by the Board to be “independent” for Board or Committee membership, as applicable, under the rules of the Exchange, as of any determination date.
“Listing Rules” shall have the meaning set forth in Section 1 of this Policy.
Incentive Compensation shall be deemed “Received” in the Company’s fiscal period during which the Financial Reporting Measure specified in the Incentive Compensation award is attained, even if the payment or grant of the Incentive Compensation occurs after the end of that period.
“Restatement” shall mean an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the
Company’s previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period.
“Transition Period” shall mean any transition period that results from a change in the Company’s Fiscal Year within or immediately following the three completed Fiscal Years immediately preceding the Company’s requirement to prepare a Restatement.
