8-K
Ingersoll Rand Inc. (IR)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): June 12, 2020
Ingersoll Rand Inc.
(Exact Name of Registrant as Specified in Its Charter)
| Delaware | 001-38095 | 46-2393770 |
|---|---|---|
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 800-A Beaty Street |
|---|
| Davidson, North Carolina 28036 |
| (704) 655-4000 |
| (Address, including zip code, of principal executive offices and registrant’s telephone number, |
| including area code) |
| N/A |
| (Former name or former address, if changed since last report) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, Par Value $0.01 Per Share | IR | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
| Emerging Growth Company | ☐ |
|---|
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of<br> Certain Officers. |
|---|
On June 15, 2020, Ingersoll Rand Inc. (the “Company”) announced that it appointed Vikram Kini to serve as the Company’s Senior Vice President and Chief Financial Officer effective June 15, 2020. Mr. Kini will succeed Emily A. Weaver, who will step down from her position as Senior Vice President and Chief Financial Officer by mutual agreement with the Company effective June 15, 2020. Ms. Weaver will remain with the Company for a transitional period ending no later than June 30, 2020.
Mr. Kini, 39, joined the Company as its Director of Financial Planning and Analysis in 2011, has served as the Company’s Vice President of Investor Relations since 2012, and has held other various finance leadership roles since 2012, including Vice President of Financial Planning and Analysis and Vice President of Finance, Industrials Segment. Prior to joining the Company, Mr. Kini served in various financial roles with General Electric Company, a multinational conglomerate, and SABIC, a multinational chemical manufacturing company.
The selection of Mr. Kini to serve as the Company’s Senior Vice President and Chief Financial Officer was not pursuant to any arrangement or understanding between him and any other person. There are no family relationships between Mr. Kini and any director or executive officer of the Company, and there are no transactions between Mr. Kini and the Company that would be required to be reported under Item 404(a) of Regulation S-K.
Compensation Arrangement – Mr. Kini
In connection with Mr. Kini’s appointment as Senior Vice President and Chief Financial Officer, the Company approved the following compensation for him: (1) an annual base salary of $450,000, effective June 15, 2020; (2) an annual bonus opportunity with a target amount equal to 75% of his base salary in effect at year end, with the actual bonus amount based upon achievement of performance targets established by the Compensation Committee of the Company’s Board of Directors (the “Compensation Committee”); and (3) an additional long-term equity incentive award with a target value of $600,000 on the grant date, which grant date will be June 30, 2020 (the “Promotion Grant”). The Promotion Grant will be comprised of the following:
| • | Performance Share Units (“PSUs”) (50% of the total award). The PSUs will have a 3-year performance period beginning January 1, 2020 and ending December 31, 2022 and<br> performance is measured based on relative TSR vs. S&P 500 over the performance period as follows: |
|---|---|
| o | Threshold Performance: 35th percentile positioning vs. index = 50% payout |
| --- | --- |
| o | Target Performance: 55th percentile positioning vs. index = 100% payout |
| --- | --- |
| o | Superior Performance: 75th percentile positioning vs. index = 200% payout (capped). |
| --- | --- |
The PSUs vest on the date the Compensation Committee certifies the Company’s performance over the performance period, subject to Mr. Kini’s continued employment on such date;
| • | Time-Vesting Restricted Stock Units (“RSUs”) (25% of the total award). The RSUs will evenly vest over a four-year period, subject to Mr. Kini’s continued employment on<br> each vesting date; and |
|---|---|
| • | Time-Vesting Stock Options (25% of the total award). The Stock Options will evenly vest over a four-year period, subject to Mr. Kini’s continued employment on each<br> vesting date. |
| --- | --- |
Transition Agreement – Ms. Weaver
The Company entered into a transition agreement, dated June 12, 2020, with Ms. Weaver (the “Transition Agreement”), which provides that Ms. Weaver’s employment with the Company will terminate on a date mutually agreed upon by the parties, but no later than June 30, 2020 (the “Termination Date”). From June 12, 2020 until Mr. Kini’s appointment as Chief Financial Officer on June 15, 2020, Ms. Weaver continued to serve as the Company’s Senior Vice President and Chief Financial Officer. From Mr. Kini’s appointment to that position on June 15, 2020, until the Termination Date (the “Transition Period”), Ms. Weaver will serve as an advisor to Mr. Kini, and receive her base salary at the rate of $575,000 per year and participate in the Company’s employee benefit plans.
When Ms. Weaver’s employment terminates, she will be entitled to receive (subject to her execution of a second release and compliance with the restrictive covenants and other obligations in the Transition Agreement): (a) a cash severance payment of $575,000, payable in bi-monthly installments over the one-year period after the Termination Date; (b) subject to her election to receive continued group health plan coverage under COBRA, continued coverage at active-employee rates for up to 18 months after the Termination Date; (c) executive outplacement services for up to 12 months after the Termination Date; (d) reimbursement of up to $50,000 for certain moving expenses if she relocates outside of the Charlotte, North Carolina metropolitan area by no later than December 31, 2022 (reduced by relocation benefits or expense reimbursements from a subsequent employer); (e) continued vesting of outstanding option and time-vesting RSU awards as if she had remained an employee of the Company through (I) the final vesting date, for the options and RSUs granted on December 4, 2019 (the “New Hire Grants”), and (II) the next two scheduled vesting dates for options and RSUs granted on March 6, 2020 (the “2020 Grants”); (f) the ability to exercise vested options until one year after the final tranche of a given grant vests as described in the forgoing sub clause (e); and (g) reimbursement of up to $10,000 of legal fees in connection with negotiating the Transition Agreement.
| Item 7.01 | Regulation FD Disclosure. |
|---|
On June 15, 2020, the Company issued a press release announcing the appointment of Mr. Kini as Senior Vice President and Chief Financial Officer as successor to Ms. Weaver. The press release is furnished as Exhibit 99.1 hereto and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
|---|
(d) Exhibits.
| Exhibit No. | Description |
|---|---|
| 99.1 | Ingersoll Rand Inc. Press Release dated June 15, 2020 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document and included in Exhibit 101) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| INGERSOLL RAND INC. | |
|---|---|
| By: | /s/ Andrew Schiesl |
| Andrew Schiesl | |
| Senior Vice President, General Counsel, Chief Compliance Officer, and Secretary |
Date: June 15, 2020
Exhibit 99.1
| Contacts: | |
|---|---|
| Media: | Investor Relations: |
| Misty Zelent | Vikram Kini |
| (704) 896-5324, mzelent@irco.com | (414) 212-4753, vikram.kini@gardnerdenver.com |
Ingersoll Rand Names Vikram Kini Senior Vice President, Chief Financial Officer and Kristen Actis-Grande as Vice President of Investor Relations and FP&A
Chief Financial Officer Emily Weaver leaving the company to pursue other opportunities
DAVIDSON, N.C. – June 15, 2020 – Ingersoll Rand Inc. (NYSE: IR) appointed Vikram “Vik” Kini today as its senior vice president and Chief Financial Officer, reporting to Vicente Reynal, Chief Executive Officer. Kini will be succeeded by Kristen Actis-Grande as vice president of investor relations and financial planning and analysis (FP&A). Emily Weaver, current Chief Financial Officer, is leaving to pursue other opportunities based on a mutual decision of her and the company, and not due to any dispute with the company or financial matter. Weaver will remain with the company through the end of the month to assist in the transition to Kini.
As senior vice president and CFO, Kini will oversee all finance and accounting, including controllership, tax, treasury, planning, and investor relations, as well as information technology.
Kini has an extensive financial background spanning nearly 20 years, which includes almost 10 years with Ingersoll Rand (formerly Gardner Denver) where he has held various senior positions across the organization, most recently leading the global FP&A organization and serving as the head of investor relations. During his time with the company, Kini has also served as the vice president of finance for the Industrials Segment and held leadership positions within treasury and IT. Prior to joining Ingersoll Rand in 2011, Kini held finance roles of increasing responsibility for General Electric and SABIC. Kini will relocate from Milwaukee to Davidson, N.C.
“Vik is an exceptionally talented leader with whom I have worked side-by-side since I started as CEO of Gardner Denver five years ago. He has held various critical roles at the company including as the finance lead during the integration planning and execution for the merger,” said Reynal. “Vik has broad financial experience and excellent management capabilities with knowledge of our business and all aspects of the finance and IT functions of a multi-faceted organization. For nearly a decade, Vik has served as a trusted advisor to leaders across our organization and will continue to be an integral leader in our efforts to execute our strategic plan to deliver both near and long-term value for our stockholders.”
Kristen Actis-Grande moves into the investor relations and FP&A role from the company’s Industrial Technologies and Services EMEIA business, where she has served as the vice president of finance since the merger, and previously served as the vice president of finance for the Ingersoll Rand Industrial Compression Technologies and Services business. A Manufacturing Institute STEP (Science, Technology, Engineering and Production) Ahead Award recipient, Actis-Grande joined Ingersoll Rand in 2003 and has held a range of finance roles across the organization, including financial reporting, management and commercial finance at the corporate and business unit levels. Actis-Grande, her wife and their triplets will remain based in Davidson, N.C.
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“Kristen’s deep knowledge of the finance function combined with her understanding of business operations and strategy will be invaluable as we seek to build on the program Vik has developed and engage more deeply with the investor community,” said Reynal. “Since she joined the organization as part of the Accelerated Development Program, Kristen has demonstrated aptitude, leadership and agility, as she has taken on increasing roles of responsibilities across functions and businesses. I’m thrilled to have Kristen as a partner in this role and look forward to continued success under her stewardship.”
“These promotions will bring employees who represent Ingersoll Rand’s best qualities to our leadership team and bring increased value to our stockholders and clients,” Reynal noted. “They also serve as a testament to Ingersoll Rand’s proven approach to diversity and leadership talent development, succession and deployment, which is a key tenet of our strategy. I look forward to working alongside these outstanding individuals.”
About Ingersoll Rand Inc.
Ingersoll Rand Inc. (NYSE:IR), driven by an entrepreneurial spirit and ownership mindset, is dedicated to helping make life better for our employees, customers and communities. Customers lean on us for our technology-driven excellence in mission-critical flow creation and industrial solutions across 40+ respected brands where our products and services excel in the most complex and harsh conditions. Our employees develop customers for life through their daily commitment to expertise, productivity and efficiency. For more information, visit www.IRCO.com.
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