Edgar Filing: Ingersoll-Rand plc

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )

☑

Filed by the Registrant

☐

Filed by a Party other than the Registrant

CHECK THE APPROPRIATE BOX:
☐		Preliminary Proxy Statement
☐		Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☑		Definitive Proxy Statement
☐		Definitive Additional Materials
☐		Soliciting Material Under Rule 14a-12

Ingersoll-Rand Public Limited Company

(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):
☑	No fee required.
☐	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
		1) Title of each class of securities to which transaction applies:
		2) Aggregate number of securities to which transaction applies:
		3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
		4) Proposed maximum aggregate value of transaction:
		5) Total fee paid:
☐	Fee paid previously with preliminary materials:
☐	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.
		1) Amount previously paid:
		2) Form, Schedule or Registration Statement No.:
		3) Filing Party:
		4) Date Filed:

Table of Contents

2018 Notice and Proxy Statement

Table of Contents

Ingersoll-Rand plc
Registered in Ireland No. 469272

U.S. Mailing Address:		Registered Office:
800-E Beaty Street		170/175 Lakeview Dr.
Davidson, NC 28036		Airside Business Park
(704) 655-4000		Swords, Co. Dublin
		Ireland

NOTICE OF 2018 ANNUAL GENERAL
MEETING OF SHAREHOLDERS

DATE AND TIME
Thursday, June 7, 2018, at 2:30 p.m., local time

LOCATION
Adare Manor Hotel
Adare, County Limerick
Ireland

PROPOSALS TO BE VOTED

1.	To elect 12 directors for a period of 1 year.

2.	To give advisory approval of the compensation of the Company’s Named Executive Officers.

3.	To approve the appointment of PricewaterhouseCoopers LLP as independent auditors of the Company and authorize the Audit Committee of the Board of Directors to set the auditors’ remuneration.

4.	To approve the Company’s 2018 Incentive Stock Plan.

5.	To renew the existing authority of the directors of the Company (the “Directors”) to issue shares.

6.	To renew the Directors’ existing authority to issue shares for cash without first offering shares to existing shareholders. (Special Resolution)

7.	To determine the price range at which the Company can re-allot shares that it holds as treasury shares. (Special Resolution)

8.	To conduct such other business properly brought before the meeting.

RECORD DATE
Only shareholders of record as of the close of business on April 9, 2018, are entitled to receive notice of and to vote at the Annual General Meeting.

By Order of the Board of Directors,

EVAN M. TURTZ
Secretary

	HOW TO VOTE Whether or not you plan to attend the meeting, please provide your proxy by either using the Internet or telephone as further explained in the accompanying proxy statement or filling in, signing, dating, and promptly mailing a proxy card.



	BY TELEPHONE In the U.S. or Canada, you can vote your shares by submitting your proxy toll-free by calling 1-800-690-6903. BY INTERNET You can vote your shares online at www.proxyvote.com. BY MAIL You can vote by mail by marking, dating, and signing your proxy card or voting instruction form and returning it in the postage-paid envelope. ATTENDING THE MEETING Directions to the meeting can be found on page A-1 of the attached Proxy Statement. If you are a shareholder who is entitled to attend and vote, then you are entitled to appoint a proxy or proxies to attend and vote on your behalf. A proxy is not required to be a shareholder in the Company. If you wish to appoint as proxy any person other than the individuals specified on the proxy card, please contact the Company Secretary at our registered office. Important Notice regarding the availability of proxy materials for the Annual General Meeting of Shareholders to be held on June 7, 2018. The Annual Report and Proxy Statement are available at www.proxyvote.com. The Notice of Internet Availability of Proxy Materials or this Notice of 2018 Annual General Meeting of Shareholders, the Proxy Statement and the Annual Report are first being mailed to shareholders on or about April 25, 2018.

Ingersoll Rand 2018 Proxy Statement

Table of Contents

TABLE OF CONTENTS

PROXY STATEMENT HIGHLIGHTS		4
OVERVIEW OF PROPOSALS TO BE VOTED		5
PROPOSALS REQUIRING YOUR VOTE		9
Item 1.	Election of Directors	9
Item 2.	Advisory Approval of the Compensation of Our Named Executive Officers	14
Item 3.	Approval of Appointment of Independent Auditors	14
Audit Committee Report		15
Fees of the Independent Auditors		16
Item 4.	Approval of the 2018 Incentive Stock Plan	16
Item 5.	Renewal of the Directors’ existing authority to issue shares	26
Item 6.	Renewal of the Directors’ existing authority to issue shares for cash without first offering shares to existing shareholders	27
Item 7.	Determine the price at which the Company can re-allot shares held as treasury shares	28
CORPORATE GOVERNANCE		29
Corporate Governance Guidelines		29
Role of the Board of Directors		29
Board Responsibilities		29
Board Leadership Structure		29
Board Risk Oversight		30
Director Compensation and Share Ownership		30
Board Committees		30
Board Diversity		31
Board Advisors		31
Executive Sessions		31
Board and Board Committee Performance Evaluation		31
Director Orientation and Education		31
Director Nomination Process		31
Director Retirement		31
Director Independence		31
Communications with Directors		32
Management Succession Planning		32
Code of Conduct		32
Anti-Hedging Policy and Other Restrictions		32
Investor Outreach		32
Committees of the Board		33
Board, Committee and Annual Meeting Attendance		35
Compensation Committee Interlocks and Insider Participation		35

Table of Contents

	COMPENSATION OF DIRECTORS		36
	COMPENSATION DISCUSSION AND ANALYSIS		39
	COMPENSATION COMMITTEE REPORT		55
	SUMMARY OF REALIZED COMPENSATION		56
	EXECUTIVE COMPENSATION		57
	Summary Compensation Table		57
	2017 Grants of Plan-Based Awards		60
	Outstanding Equity Awards at December 31, 2017		62
	2017 Option Exercises and Stock Vested		63
	2017 Pension Benefits		64
	2017 Nonqualified Deferred Compensation		66
	Post-Employment Benefits		67
	2017 Post-Employment Benefits Table		70
	CEO Pay Ratio		72
	Equity Compensation Plan Information		73
	INFORMATION CONCERNING VOTING AND SOLICITATION		74
	Why Did I Receive This Proxy Statement?		74
	Why Are There Two Sets Of Financial Statements Covering The Same Fiscal Period?		74
	How Do I Attend The Annual General Meeting?		74
	Who May Vote?		74
	How Do I Vote?		74
	How May Employees Vote Under Our Employee Plans?		75
	May I Revoke My Proxy?		75
	How Will My Proxy Get Voted?		75
	What Constitutes A Quorum?		76
	What Vote Is Required To Approve Each Proposal?		76
	Who Pays The Expenses Of This Proxy Statement?		76
	How Will Voting On Any Other Matter Be Conducted?		76
	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		77
	CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS		78
	SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE		78
	SHAREHOLDER PROPOSALS AND NOMINATIONS		79
	HOUSEHOLDING		80
	APPENDIX A – DIRECTIONS TO THE ANNUAL GENERAL MEETING		A-1
	APPENDIX B – 2018 INCENTIVE STOCK PLAN		B-1

Ingersoll Rand 2018 Proxy Statement

Table of Contents

PROXY STATEMENT HIGHLIGHTS

This summary highlights information contained elsewhere in this Proxy Statement. For more complete information about these topics, please review Ingersoll-Rand plc’s Annual Report on Form 10-K and the entire Proxy Statement.

MEETING INFORMATION

Date and Time:		June 7, 2018 at 2:30 p.m., local time

Place:		Adare Manor Hotel
		Adare, County Limerick
		Ireland

Record Date:		April 9, 2018

Voting:		Shareholders as of the record date are entitled to vote. Each ordinary share is entitled to one vote for each director nominee and each of the other proposals.

Attendance:		All shareholders may attend the meeting.

CORPORATE GOVERNANCE HIGHLIGHTS

●	Substantial majority of independent directors (11 of 12) current directors
●	Annual election of directors
●	Majority vote for directors
●	Independent Lead Director
●	Board oversight of risk management
●	Succession planning at all levels, including for Board and CEO
●	Annual Board and committee self-assessments
●	Executive sessions of non-management directors
●	Continuing director education
●	Executive and director stock ownership guidelines
●	Board oversight of sustainability program

2019 ANNUAL MEETING

Deadline for shareholder proposals for inclusion in the proxy statement:		December 26, 2018

Deadline for business proposals and nominations for director:		March 9, 2019

Table of Contents

OVERVIEW OF PROPOSALS TO BE VOTED

	Item 1.
	Item 1.


	Election of Directors
		The Board of Directors recommends a vote FOR the directors nominated for election
		See page 9 for further information

Director Nominees

Ingersoll-Rand
Committees

Name/
Occupation

Age

Director
since

Independent

Other current
public Boards

Kirk E. Arnold
Former Chief Executive Officer, Data Intensity

2018

YES

Ann C. Berzin
Former Chairman and CEO of Financial Guaranty
Insurance Company

2001

YES

-Exelon Corporation

-Baltimore Gas & Electric
Company

John Bruton
Former Prime Minister of the Republic of Ireland
and Former European Union Commission Head of
Delegation to the United States

2010

YES

Jared L. Cohon
President Emeritus of Carnegie Mellon University,
University Professor of Civil and Environmental
Engineering and of Engineering and Public Policy, and
Former Director of the Scott Institute for Energy Innovation

2008

YES

-Unisys

Gary D. Forsee
Former President of University of Missouri System and
Former Chairman of the Board and Chief Executive
Officer of Sprint Nextel Corporation

2007

YES

-Great Plains Energy Inc.

-DST Systems Inc.

Linda P. Hudson
Founder, Chairman and CEO of The Cardea Group and
Former President and CEO of BAE Systems, Inc.

2015

YES

-The Southern Company

-Bank of America

Michael W. Lamach
Chairman and CEO of Ingersoll-Rand plc

2010

-PPG Industries, Inc.

Myles P. Lee
Former Director and CEO of CRH plc

2015

YES

-Babcock International Group plc

-UDG Healthcare plc

Karen B. Peetz
Former President of BNY Mellon

2018

YES

-Wells Fargo & Company

John P. Surma
Former Chairman and CEO of United States
Steel Corporation

2013

YES

-Marathon Petroleum Corporation

-MPLX LP (a publicly traded
subsidiary of Marathon
Petroleum Corporation)

-Concho Resources Inc.

Richard J. Swift
Lead Director
Former Chairman of Financial Accounting Standards
Advisory Council and Former Chairman, President and
CEO of Foster Wheeler Ltd.

1995

YES

-CVS Health Corporation

-Hubbell Incorporated

-Kaman Corporation

-Public Service Enterprise Group

Tony L. White
Former Chairman, President and CEO of Applied
Biosystems Inc.

1997

YES

-CVS Health Corporation

A: Audit Committee	CG: Corporate Governance &	T: Technology and Innovation	C: Chair
C: Compensation Committee	Nominating Committee	Committee	M: Member
	F: Finance Committee	E: Executive Committee

Ingersoll Rand 2018 Proxy Statement

Table of Contents

OVERVIEW OF PROPOSALS TO BE VOTED

	Item 2.
	Item 2.


	Advisory Approval of the Compensation of Our Named Executive Officers
		The Board of Directors recommends a vote FOR this item
	We are asking for your advisory approval of the compensation of our named executive officers (“NEOs”). While our Board of Directors intends to carefully consider the shareholder vote resulting from the proposal, the final vote will not be binding on us and is advisory in nature. Before considering this proposal, please read our Compensation Discussion and Analysis, which explains our executive compensation programs and the Compensation Committee’s compensation decisions.

		See page 14 and 39 for further information


	EXECUTIVE COMPENSATION

	CONSIDERATION OF 2017 ADVISORY VOTE ON EXECUTIVE COMPENSATION

	The Compensation Committee regularly reviews the philosophy, objectives and elements of our executive compensation programs in relation to our short and long-term business objectives. In undertaking this review, the Compensation Committee considers the views of shareholders as reflected in their annual advisory vote on our executive compensation proposal. Shareholders voted 94.4% in favor of the company’s Advisory Approval of the Compensation of Our Named Executive Officers at our 2017 annual general meeting. Based on the Compensation Committee’s review and the support our executive compensation programs received from shareholders, the Compensation Committee determined it would be appropriate to maintain the core elements of our executive compensation programs.

	EXECUTIVE COMPENSATION PRINCIPLES

	Our executive compensation programs are based on the following principles:

	(i) business strategy alignment		(iii) mix of short and long-term incentives		(v) shareholder alignment
	(ii) pay for performance		(iv) internal parity		(vi) market competitiveness


	Consistent with these principles, the Compensation Committee has adopted executive compensation programs with a strong link between pay and achievement of short and long-term Company goals.

	EXECUTIVE COMPENSATION ELEMENTS

	The primary elements of the executive compensation programs are:

	Total Direct Compensation

	Element ¹		Objective of Element
	Base Salary		Fixed cash compensation.
	Annual Incentive Matrix (“AIM”)		Variable cash incentive compensation. Any award earned is based on performance measured against pre-defined annual revenue, Operating Income, cash flow and Operating Income Margin percent objectives, as well as individual performance measured against pre-defined objectives.
	Long-Term Incentives (“LTI”)		Variable long-term incentive compensation. Performance is aligned with the Company’s stock price and is awarded in the form of stock options, restricted stock units (“RSUs”) and performance share units (“PSUs”). PSUs for performance periods beginning prior to 2018 are only payable if the Company’s EPS growth and TSR relative to companies in the S&P 500 Industrials Index exceed threshold performance. PSUs granted after January 1, 2018 are only payable if the Company’s CROIC growth and TSR relative to companies in the S&P 500 Industrials Index exceed threshold performance.

See Section V of the Compensation Discussion and Analysis entitled “Compensation Program Descriptions and Compensation Decisions,” for additional discussion of these elements of compensation.

Table of Contents

OVERVIEW OF PROPOSALS TO BE VOTED

	EXECUTIVE COMPENSATION MIX

	As illustrated in the charts below, the Compensation Committee places significant emphasis on variable compensation (AIM and LTI) so that a substantial percentage of each NEO’s target total direct compensation is contingent on the successful achievement of the Company’s short-term and long-term performance goals.


	Chairman and CEO 2017 Compensation Mix (Target Total Direct Compensation)		Other NEOs 2017 Compensation Mix (Target Total Direct Compensation)


	2017 EXECUTIVE COMPENSATION

	The summary below shows the 2017 compensation for our CEO and other NEOs, as required to be reported in the Summary Compensation Table pursuant to U.S. Securities and Exchange Commission (“SEC”) rules. Please see the notes accompanying the Summary Compensation Table for further information.

Name and Principal Position	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)	All Other Compensation	Total ($)
M.W. Lamach Chairman and Chief Executive Officer	1,337,500	–	8,099,505	2,432,076	2,670,000	3,696,297	562,498	18,797,876
S.K. Carter Senior Vice President and Chief Financial Officer	713,750	–	2,018,720	606,157	847,728	463,244	160,707	4,810,306
D. S. Regnery Executive Vice President	573,571	–	2,712,014	235,724	506,493	1,457,972	118,477	5,604,251
M. J. Avedon Senior Vice President, Human Resources, Communications and Corporate Affairs	618,750	–	1,283,512	385,392	656,768	750,984	114,669	3,810,075
M. C. Green Senior Vice President and General Counsel	543,750	–	1,196,270	359,211	518,056	–	136,635	2,753,922
D. P. M. Teirlinck Executive Vice President, Climate Segment	718,750	–	2,064,386	619,880	731,246	869,706	168,622	5,172,590
R.G. Zafari Executive Vice President, Industrial Segment	585,000	–	1,129,909	339,252	763,584	388,788	706,727	3,913,260

Ingersoll Rand 2018 Proxy Statement

Table of Contents

OVERVIEW OF PROPOSALS TO BE VOTED

	Item 3.
	Item 3.


	Approval of Appointment of Independent Auditors
		The Board of Directors recommends a vote FOR this item
	We are asking you to approve the appointment of PricewaterhouseCoopers LLP (“PwC”) as our independent auditors for 2018 and to authorize the Audit Committee to set PwC’s remuneration.

		See page 14 for further information

	Item 4.
	Item 4.


	Approval of the Company’s 2018 Incentive Stock Plan
		The Board of Directors recommends a vote FOR this item
	We are asking you to approve the Company’s 2018 Incentive Stock Plan.

		See page 16 for further information

Item 5.

Item 6.

Item 7.

To renew the Directors’ existing authority to issue shares.

To renew the Directors’ existing authority to issue shares for cash without first offering shares to existing shareholders. (Special Resolution)

To determine the price range at which the Company can re-allot shares that it holds as treasury shares. (Special Resolution)

The Board of Directors recommends a vote FOR this item

We are asking you to renew our Directors’ authority to issue shares under Irish law. This authority is fundamental to our business and granting the Board this authority is a routine matter for public companies incorporated in Ireland.

We are asking you to renew the Directors’ authority to issue shares for cash without first offering shares to existing shareholders. This authority is fundamental to our business and granting the Board this authority is a routine matter for public companies incorporated in Ireland. As required under Irish law, this proposal requires the affirmative vote of at least 75% of the votes cast.

We are asking you to determine the price at which the Company can reissue shares held as treasury shares. From time to time the Company may acquire ordinary shares and hold them as treasury shares. The Company may re-allot such treasury shares, and under Irish law, our shareholders must authorize the price range at which we may re-allot any shares held in treasury. As required under Irish law, this proposal requires the affirmative vote of at least 75% of the votes cast.

See page 26 for further information

See page 27 for further information

See page 28 for further information

Table of Contents

PROPOSALS REQUIRING YOUR VOTE

In this Proxy Statement, “Ingersoll Rand,” the “Company,” “we,” “us” and “our” refer to Ingersoll-Rand plc, an Irish public limited company. This Proxy Statement and the enclosed proxy card, or the Notice of Internet Availability of Proxy Materials, are first being mailed to shareholders of record on April 9, 2018 (the “Record Date”) on or about April 25, 2018.

		Item 1.
		Item 1.

Election of Directors

	The Board of Directors recommends a vote FOR the directors nominated for election listed below.
The Company uses a majority of votes cast standard for the election of directors. A majority of the votes cast means that the number of votes cast “for” a director nominee must exceed the number of votes cast “against” that director nominee. Each director of the Company is being nominated for election for a one-year term beginning at the end of the 2018 Annual General Meeting of Shareholders to be held on June 7, 2018 (the “Annual General Meeting”) and expiring at the end of the 2019 Annual General Meeting of Shareholders. Under our Articles of Association, if a director is not re-elected in a director election, the director shall retire at the close or adjournment of the Annual General Meeting.

	Principal Occupation -Chief Executive Officer of Data Intensity from 2013 to 2017.

	Current Public Directorships -None Other Activities -Director of Cramer Marketing	Other Directorships Held in the Past Five Years - None


KIRK E. ARNOLD Independent Director Age 58 Director since 2018 Committees Compensation, Corporate Governance and Nominating, Technology and Innovation	Nominee Highlights Ms. Arnold’s vast experience in technology and service leadership bring critical insight to the Company’s operations, digital analytics, and technologies. Ms. Arnold has served in executive positions throughout the technology industry including as COO at Avid, a technology provider to the media industry, CEO and President of Keane, Inc., then a publicly traded billion-dollar global services provider. Ms. Arnold has also held senior leadership roles at Computer Sciences Corporation, Fidelity Investments and IBM. Ms. Arnold’s active participation in the technology and business community provides the Company ongoing insight into digital marketing and technology related issues.

	Principal Occupation -Chairman and Chief Executive Officer of Financial Guaranty Insurance Company (insurer of municipal bonds and structured finance obligations), a subsidiary of General Electric Capital Corporation, from 1992 to 2001.

	Current Public Directorships - Exelon Corporation - Baltimore Gas & Electric Company	Other Directorships Held in the Past Five Years - None


ANN C. BERZIN Independent Director Age 66 Director since 2001 Committees Audit, Finance (Chair), Executive	Nominee Highlights Ms. Berzin’s extensive experience in finance at a global diversified industrial firm and her expertise in complex investment and financial products and services bring critical insight to the Company’s financial affairs, including its borrowings, capitalization, and liquidity. In addition, Ms. Berzin’s relationships across the global financial community strengthen Ingersoll Rand’s access to capital markets. Her board memberships provide deep understanding of trends in the energy sector, which presents ongoing opportunities and challenges for Ingersoll Rand.

Ingersoll Rand 2018 Proxy Statement

Table of Contents

PROPOSALS REQUIRING YOUR VOTE

	Principal Occupation - European Union Commission Head of Delegation to the United States from 2004 to 2009. - Prime Minister of the Republic of Ireland from 1994 to 1997.

	Current Public Directorships - None	Other Directorships Held in the Past Five Years - Montpelier Re Holding Ltd. - Institute for International and European Affairs


JOHN BRUTON Independent Director Age 70 Director since 2010 Committees Compensation, Corporate Governance and Nominating, Technology and Innovation	Nominee Highlights Mr. Bruton’s long and successful career of public service on behalf of Ireland and Europe provides extraordinary insight into critical regional and global economic, social and political issues, all of which directly influence the successful execution of the Company’s strategic plan. In particular, Mr. Bruton’s leadership role in transforming Ireland into one of the world’s leading economies during his tenure, as well as in preparing the governing document for managing the Euro, lend substantial authority to Ingersoll Rand’s economic and financial oversight.

	Principal Occupation - President Emeritus at Carnegie Mellon University, President of Carnegie Mellon University from 1997-2013 and also appointed University Professor of Civil and Environmental Engineering / Engineering and Public Policy, and Director of the Scott Institute for Energy Innovation.

	Current Public Directorships - Unisys	Other Directorships Held in the Past Five Years - Lexmark, Inc. - Health Effects Institute, Director - Heinz Endowments, Trustee

	Other Activities - BNY Mellon Foundation, Trustee - Carnegie Corporation, Trustee - Center for Responsible Shale Gas Development, Director and Chair


JARED L. COHON Independent Director Age 70 Director since 2008 Committees Compensation, Corporate Governance and Nominating, Technology and Innovation (Chair)	Nominee Highlights Dr. Cohon’s extensive career in academics, including 16 years as president of an institution known throughout the world for its leadership in the fields of computer science and engineering, offers the Company tremendous insight into the latest developments in areas critical to commercial innovation and manufacturing process improvement. A member of the National Academy of Engineering, Dr. Cohon is a recognized authority on environmental and water resources systems analysis and management. As such, Dr. Cohon also brings unique perspectives on sustainable business practices, both within our own operations and on behalf of our customers and communities. In 2008 and 2009, at the request of Congress, Dr. Cohon chaired the National Research Council Committee that produced the report, “Hidden Costs of Energy: Unpriced Consequences of Energy Production and Use.” In 2014, Dr. Cohon was appointed co-chair of the Congressionally-mandated Commission to review and evaluate the National Energy Laboratories. Finally, Dr. Cohon’s more than nine years of service as a member of Trane Inc.’s (formerly American Standard) board of directors provides critical insight into that part of the Company’s business.

	Principal Occupation -President, University of Missouri System from 2008 to 2011. -Chairman of the Board (from 2006 to 2007) and Chief Executive Officer (from 2005 to 2007) of Sprint Nextel Corporation (a telecommunications company).

	Current Public Directorships - Great Plains Energy Inc. - DST Systems Inc.	Other Directorships Held in the Past Five Years - None

	Other Activities - Board, University of Missouri – Kansas City, Foundation - Board, University of Missouri – Kansas City, Bloch Business School Foundation


GARY D. FORSEE Independent Director Age 68 Director since 2007 Committees Compensation, Corporate Governance and Nominating (Chair), Executive, Technology and Innovation	Nominee Highlights In addition to his broad operational and financial expertise, Mr. Forsee’s experience as chairman and chief executive officer with the third largest U.S. firm in the global telecommunications industry offers a deep understanding of the challenges and opportunities within markets experiencing significant technology-driven change. His recent role as president of a major university system provides insight into the Company’s talent development initiatives, which remain a critical enabler of Ingersoll Rand’s long-term success. Mr. Forsee’s membership on the board of an energy services utility also benefits the Company as it seeks to achieve more energy-efficient operations and customer solutions.

Table of Contents

PROPOSALS REQUIRING YOUR VOTE

	Principal Occupation - Founder, Chairman, and Chief Executive Officer of The Cardea Group, a business management consulting firm - Former President and Chief Executive Officer of BAE Systems, Inc.

	Current Directorships - The Southern Company - Bank of America	Other Directorships Held in the Past Five Years - BAE Systems Plc

	Other Activities - Director, University of Florida Foundation, Inc. and the University of Florida Engineering Leadership Institute - Director, Discovery Place - Director, Central Piedmont Community College Foundation


LINDA P. HUDSON Independent Director Age 67 Director since 2015 Committees Audit, Finance, Technology and Innovation	Nominee Highlights Ms. Hudson’s prior role as President and CEO of BAE Systems and her extensive experience in the defense and engineering sectors provides the Company with strong operational insight and understanding of matters crucial to the Company’s business. Prior to becoming CEO, Ms. Hudson was president of BAE Systems’ Land & Armaments operating group, the world’s largest military vehicle and equipment business. In addition, Ms. Hudson has broad experience in strategic planning and risk management in complex business environments.

	Principal Occupation - Chairman of the Company since June 2010 - Chief Executive Officer (since February 2010) of the Company. - President and Chief Operating Officer of the Company from February 2009 to February 2010. - Senior Vice President of the Company and President of Trane Commercial Systems, from June 2008 to September 2009.

	Current Directorships - PPG Industries, Inc.	Other Directorships Held in the Past Five Years - Iron Mountain Incorporated


MICHAEL W. LAMACH Chairman and CEO Age 54 Director since 2010 Committees Executive	Nominee Highlights Mr. Lamach’s extensive career of successfully leading global businesses, including fourteen years with Ingersoll Rand, brings significant experience and expertise to the Company’s management and governance. His 33 years of business leadership encompass global industrial systems, controls, security and HVAC systems businesses, representing a broad and diverse range of products and services, markets, channels, applied technologies and operational profiles. In his current role of Chairman and Chief Executive Officer, he led the successful spin-off of the Company’s commercial and residential security business and has been instrumental in driving growth and operational excellence initiatives across the Company’s global operations.

	Principal Occupation - Director (from 2003 to 2013) and Chief Executive Officer (from 2009 to 2013) of CRH plc

	Current Public Directorships - Babcock International Group plc - UDG Healthcare plc	Other Directorships Held in the Past Five Years - CRH plc

	Other Activities - Director, St. Vincent’s Healthcare Group


MYLES P. LEE Independent Director Age 64 Director since 2015 Committees Audit, Finance	Nominee Highlights Mr. Lee’s experience as the former head of the largest public or private company in Ireland provides strategic and practical judgment to critical elements of the Company’s growth and productivity strategies, expertise in Irish governance matters and significant insight into the building and construction sector. In addition, Mr. Lee’s previous service as Finance Director and General Manager of Finance of CRH plc and in a professional accountancy practice provides valuable financial expertise to the Company.

Ingersoll Rand 2018 Proxy Statement

Table of Contents

PROPOSALS REQUIRING YOUR VOTE

	Principal Occupation - Senior Advisor at McKinsey & Company and Former President of BNY Mellon (from 2013-2016)

	Current Public Directorships - Wells Fargo & Company	Other Directorships Held in the Past Five Years - SunCoke Energy

	Other Activities - John Hopkins University, Trustee - Director Global Lyme Alliance - Former Director and Chair, Penn State University - Business Committee Member, Metropolitan Museum of Art


KAREN B. PEETZ Independent Director Age 62 Director since 2018 Committees Audit, Finance	Nominee Highlights Ms. Peetz adds deep financial and operational leadership experience in complex, global markets to the Board. In particular, Ms. Peetz’s experience serving as president of one of the world’s largest custodian banks and asset servicing companies brings critical insight to the Company’s financial affairs, including its borrowings, capitalization, and liquidity as well as financial management and risk management. Ms. Peetz also has extensive experience leading with respect to governance and corporate responsibility matters that complement the Company’s commitment to these issues.

	Principal Occupation - Former Chairman (from 2006-2013) and Chief Executive Officer (from 2004-2013) of United States Steel Corporation (a steel manufacturing company).

	Current Public Directorships - Marathon Petroleum Corporation - MPLX LP (a publicly traded subsidiary of Marathon Petroleum Corporation) - Concho Resources Inc.	Other Directorships Held in the Past Five Years - None

	Other Activities - Former Director and Chair, Federal Reserve Bank of Cleveland - Director, UPMC - Director and Former Chair, National Safety Council - Director and Former Chair, Allegheny County Parks Foundation


JOHN P. SURMA Independent Director Age 63 Director since 2013 Committees Audit (Chair), Finance, Executive	Nominee Highlights Mr. Surma’s experience as the former chairman and chief executive officer of a large industrial company provides significant and direct expertise across all aspects of Ingersoll Rand’s operational and financial affairs. In particular, Mr. Surma’s financial experience, having previously served as the chief financial officer of United States Steel Corporation and as a partner of the audit firm PricewaterhouseCoopers LLP, provides the Board with valuable insight into financial reporting and accounting oversight of a public company. Mr. Surma’s board memberships and other activities provide the Board an understanding of developments in the energy sector as the Company seeks to develop more energy-efficient operations and insight into national and international business and trade policy that could impact the Company.

Table of Contents

PROPOSALS REQUIRING YOUR VOTE

	Principal Occupation - Chairman of Financial Accounting Standards Advisory Council from 2002 through 2006. - Chairman, President and Chief Executive Officer of Foster Wheeler Ltd. (provider of design, engineering, construction, manufacturing, management and environmental services) from 1994 to 2001.

	Current Directorships - CVS Health Corporation - Hubbell Incorporated - Kaman Corporation - Public Service Enterprise Group	Other Directorships Held in the Past Five Years - None


RICHARD J. SWIFT Lead Director Independent Director Age 73 Director since 1995 Committees Audit, Finance, Executive, Technology and Innovation	Nominee Highlights Mr. Swift’s experience as chairman and chief executive officer of a global engineering firm, the fact that he was a licensed professional engineer for 35 years prior to his retirement, and his five-year leadership of the advisory organization to the Financial Accounting Standards Board (FASB) imparts substantial expertise to all of the Company’s operational and financial matters. His leadership of an organization that was instrumental in some of the world’s most significant engineering projects provides unique insight into the complex systems involved in the efficient and effective development of buildings and industrial operations, which represent key global market segments for Ingersoll Rand’s products and services. Mr. Swift’s board memberships include firms engaged in the manufacture and distribution of industrial, electrical and electronic products, which directly correspond to key elements of the Company’s growth and operational strategies.

	Principal Occupation -Chairman, President and Chief Executive Officer of Applied Biosystems Inc. (a developer, manufacturer and marketer of life science systems and genomic information products) from 1995 until his retirement in 2008.

	Current Directorships - CVS Health Corporation	Other Directorships Held in the Past Five Years - None


TONY L. WHITE Independent Director Age 71 Director since 1997 Committees Compensation (Chair), Corporate Governance and Nominating, Executive, and Technology and Innovation	Nominee Highlights Mr. White’s extensive management experience, including 13 years as chairman and chief executive officer of an advanced-technology life sciences firm, provides substantial expertise and guidance across all aspects of Ingersoll Rand’s operational and financial affairs. In particular, Mr. White’s leadership of an organization whose success was directly connected to innovation and applied technologies aligns with the Company’s focus on innovation as a key source of growth. The Company benefits from Mr. White’s ongoing board memberships, where developments related to biotechnology and healthcare delivery systems can offer instructive process methodologies to accelerate our innovation efforts.

Ingersoll Rand 2018 Proxy Statement

Table of Contents

PROPOSALS REQUIRING YOUR VOTE

		Item 2.
		Item 2.

Advisory Approval of the Compensation of Our Named Executive Officers

	The Board of Directors recommends a vote FOR advisory approval of the compensation of our Named Executive Officers as disclosed in the Compensation Discussion and Analysis, the compensation tables, and the related disclosure contained in this proxy statement.

The Company is presenting the following proposal, commonly known as a “Say-on-Pay” proposal, which gives you as a shareholder the opportunity to endorse or not endorse our compensation program for Named Executive Officers by voting for or against the following resolution:

“RESOLVED, that the shareholders approve the compensation of the Company’s Named Executive Officers, as disclosed in the Compensation Discussion and Analysis, the compensation tables, and the related disclosure contained in the Company’s proxy statement.”

While our Board of Directors intends to carefully consider the shareholder vote resulting from the proposal, the final vote will not be binding on us and is advisory in nature.

In considering your vote, please be advised that our compensation program for Named Executive Officers is guided by our design principles, as described in the Compensation Discussion and Analysis section of this Proxy Statement:

(i) business strategy alignment	(iii) mix of short and long-term incentives	(v) shareholder alignment
(ii) pay for performance	(iv) internal parity	(vi) market competitiveness

By following these design principles, we believe that our compensation program for Named Executive Officers is strongly aligned with the long-term interests of our shareholders.

		Item 3.
		Item 3.

Approval of Appointment of Independent Auditors

	The Board of Directors recommends a vote FOR the proposal to approve the appointment of PwC as independent auditors of the Company and to authorize the Audit Committee of the Board of Directors to set the auditors’ remuneration.

The Audit Committee is directly responsible for the appointment, compensation, retention and oversight of the independent external audit firm retained to audit the Company’s financial statements and internal controls over financial reporting. In executing its responsibilities, the Audit Committee engages in an annual evaluation of PricewaterhouseCoopers LLP (“PwC”) qualifications, performance and independence. In assessing independence, the Committee reviews the fees paid, including those related to non-audit services. The Audit Committee has sole authority to approve all engagement fees to be paid to PwC. The Audit Committee regularly meets with the lead audit partner without members of management present, and in executive session with only the Audit Committee members present, which provides the opportunity for continuous assessment of the firm’s effectiveness and independence and for consideration of rotating audit firms.

In addition, as part of its normal cadence, the Audit Committee considers whether there should be a regular rotation of the independent registered public accounting firm. The Audit Committee ensures that the mandated rotation of PwC’s lead engagement partner occurs routinely and the Audit Committee and its Chairman are directly involved in the selection of PwC’s lead engagement partner.

The Audit Committee has recommended that shareholders approve the appointment of PwC as our independent auditors for the fiscal year ending December 31, 2018, and authorize the Audit Committee of our Board of Directors to set the independent auditors’ remuneration.

Table of Contents

PROPOSALS REQUIRING YOUR VOTE

PwC has been acting continuously as our independent auditors for over one hundred years and, both by virtue of its long familiarity with the Company’s affairs and its professional competencies and resources, is considered best qualified to perform this important function. The Audit Committee and the Board believe that the continued retention of PwC to serve as our independent external auditor is in the best interests of the Company and its investors.

Representatives of PwC will be present at the Annual General Meeting and will be available to respond to appropriate questions. They will have an opportunity to make a statement if they so desire.

AUDIT COMMITTEE REPORT

While management has the primary responsibility for the financial statements and the financial reporting process, including the system of internal controls, the Audit Committee reviews the Company’s audited financial statements and financial reporting process on behalf of the Board of Directors. The independent auditors are responsible for performing an independent audit of the Company’s consolidated financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States) (the “PCAOB”) and to issue a report thereon. The Audit Committee monitors those processes. In this context, the Audit Committee has met and held discussions with management and the independent auditors regarding the fair and complete presentation of the Company’s results. The Audit Committee has discussed significant accounting policies applied by the Company in its financial statements, as well as alternative treatments. Management has represented to the Audit Committee that the Company’s consolidated financial statements were prepared in accordance with United States generally accepted accounting principles, and the Audit Committee has reviewed and discussed the consolidated financial statements with management and the independent auditors. The Audit Committee also discussed with the independent auditors the matters required to be discussed by Auditing Standard No. 16, “Communications with Audit Committees” issued by the PCAOB (United States).

In addition, the Audit Committee has received and reviewed the written disclosures and the letter from PwC required by the PCAOB regarding PwC’s communications with the Audit Committee concerning independence and discussed with PwC the auditors’ independence from the Company and its management in connection with the matters stated therein. The Audit Committee also considered whether the independent auditors’ provision of non-audit services to the Company is compatible with the auditors’ independence. The Audit Committee has concluded that the independent auditors are independent from the Company and its management.

The Audit Committee discussed with the Company’s internal and independent auditors the overall scope and plans for their respective audits. The Audit Committee meets separately with the internal and independent auditors, with and without management present, to discuss the results of their examinations, the evaluations of the Company’s internal controls and the overall quality of the Company’s financial reporting.

In reliance on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors, and the Board has approved, that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017 (“2017 Form 10-K”), for filing with the Securities and Exchange Commission (the “SEC”). The Audit Committee has selected PwC, subject to shareholder approval, as the Company’s independent auditors for the fiscal year ending December 31, 2018.

AUDIT COMMITTEE

John P. Surma (Chair)

Ann C. Berzin

Linda P. Hudson

Myles P. Lee

Karen B. Peetz

Richard J. Swift

Ingersoll Rand 2018 Proxy Statement

Table of Contents

PROPOSALS REQUIRING YOUR VOTE

FEES OF THE INDEPENDENT AUDITORS

The following table shows the fees paid or accrued by the Company for audit and other services provided by PwC for the fiscal years ended December 31, 2017 and 2016:

	2017 ($)	2016 ($)
Audit Fees ^(a)	12,872,000	12,275,000
Audit-Related Fees ^(b)	159,000	94,000
Tax Fees ^(c)	3,101 000	3,208,000
All Other Fees ^(d)	9,000	18,000
Total	16,141,000	15,595,000

(a)	Audit Fees for the fiscal years ended December 31, 2017 and 2016, respectively, were for professional services rendered for the audits of the Company’s annual consolidated financial statements and its internal controls over financial reporting, including quarterly reviews, statutory audits, issuance of consents, U.S. tax legislations in 2017 and assistance with, and review of, documents filed with the SEC.

(b)	Audit-Related Fees consist of assurance services that are related to performing the audit and review of our financial statements. Audit Related Fees for the fiscal year ended December 31, 2017 include employee benefit plan audits and comfort letter preparation. Audit Related Fees for the fiscal year ended December 31, 2016 include employee benefit plan audits and abandoned and unclaimed property tax assessments.

(c)	Tax Fees for the fiscal year ended December 31, 2017 and 2016 include consulting and compliance services in the U.S. and non-U.S. locations.

(d)	All Other Fees for the fiscal year ended December 31, 2017 and 2016 include license fees for technical accounting software.

The Audit Committee has adopted policies and procedures which require that the Audit Committee pre-approve all non-audit services that may be provided to the Company by its independent auditors. The policy: (i) provides for pre-approval of an annual budget for each type of service; (ii) requires Audit Committee approval of specific projects if not included in the approved budget; and (iii) requires Audit Committee approval if the forecast of expenditures exceeds the approved budget on any type of service. The Audit Committee pre-approved all of the services described under “Audit-Related Fees,” “Tax Fees” and “All Other Fees.” The Audit Committee has determined that the provision of all such non-audit services is compatible with maintaining the independence of PwC.

		Item 4.
		Item 4.

To approve the Company’s 2018 Incentive Stock Plan.

	The Board of Directors recommends that you vote FOR approval of the Company’s 2018 Incentive Stock Plan.

We are asking our shareholders to approve the Ingersoll-Rand plc Incentive Stock Plan of 2018 (the “2018 Plan”). The 2018 Plan is intended to serve as the successor plan to the Ingersoll-Rand plc Incentive Stock Plan of 2013 (the “2013 Plan”) under which incentive arrangements based on the ordinary shares of the Company may be granted to our employees and non-employee directors. Upon shareholder approval of the 2018 Plan, no further grants will be made under the 2013 Plan except for any off-cycle grants made at the June 7, 2018 meeting of our Compensation Committee which will not exceed 165,000 ordinary shares, calculated under the current 2.54 fungible share counting ratio. As a result, approximately 4,403,000 ordinary shares that were previously authorized and were available for grant under the 2013 Plan will no longer be available for new awards.

OUTSTANDING AWARDS AND DETERMINATION OF SHARE RESERVE

The 2013 Plan is our only active employee equity plan, and as of February 28, 2018 (the “Calculation Date”), we had 4,659,789 shares remaining for the grant of new awards under the 2013 Plan. As of the Calculation Date, there were 7,089,832 options outstanding in aggregate under all plans (the 2013 Plan and Ingersoll-Rand plc Incentive Stock Plan of 2007) with a weighted average exercise price of $64.46 and a weighted average remaining term of 7.3 years, and 2,012,024 full value awards that were unvested and outstanding under all plans (the 2013 Plan).

Table of Contents

PROPOSALS REQUIRING YOUR VOTE

In reviewing our historical grant practices and excluding the effect of our share counting rules (whereby every share subject to a full value award was counted as 2.54 share), we determined that we have issued 10,103,181 shares, net of cancellations, under the 2013 Plan between its inception and the Calculation Date. Excluding the effect of our share counting rules, we have issued 6,959,548 shares over the last three fiscal years. The table below summarizes our equity grant practices during the most recent three fiscal years.

Fiscal Year	Basic Weighted Average Shares Outstanding	RSU and PSU Awards Granted	Stock Options Granted	Annualized Burn Rate ⁽¹⁾
2017	254,900,000	582,145	1,518,335	0.8%
2016	259,200,000	784,945	1,958,476	1.1%
2015	265,100,000	658,124	1,457,523	0.8%

(1)	Burn rate is calculated as of December 31 of each fiscal year using a 1:1 ratio for RSUs and PSUs. See below for additional information regarding the calculation.

As of the Calculation Date, our overhang was 5.3%, and our burn rate in 2017 was 0.8%. Assuming shareholders approve the 2018 Plan, our overhang will be 11.6%. For this purpose, “overhang” is defined as (A) the amount of outstanding shares awarded to key employees and directors, plus (B) shares available for future grant, divided by ordinary shares outstanding plus the amounts described in clauses (A) and (B), and “burn rate” is the number of shares underlying equity awards granted to key employees and directors in a fiscal year, divided by basic weighted average ordinary shares outstanding.

Based on a review of our historical and projected grant practices, we believe that the shares reserved for use under the 2018 Plan will meet the Company’s equity grant needs for approximately four years. The shares reserved may, however, last for more or less than four years depending on currently unknown factors, such as the number of grant recipients, future grant practices and the Company’s share price.

KEY TERMS OF THE 2018 PLAN AT A GLANCE AND BEST PRACTICES

The following is a summary of the key provisions of the 2018 Plan, as set forth and stated herein.

Plan Term:		The 2018 Plan was adopted by the Board of Directors on April 4, 2018, subject to obtaining shareholder approval, and will continue in effect until terminated by the Board of Directors.
Eligible Participants:		Employees and directors of the Company and its affiliates generally are eligible to receive restricted shares, restricted share units, non-qualified stock options, share appreciation rights, and other share-based awards under the 2018 Plan.
		“Incentive stock options,” within the meaning of Code Section 422, may be granted only to employees of the Company or a subsidiary.
Shares Available for Awards:		23,000,000 ordinary shares in the capital of the Company have been reserved for issuance pursuant to awards under the 2018 Plan, subject to adjustment in the event of certain changes in the capitalization of the Company.
Award Types:		(1) Non-qualified stock options and incentive stock options
		(2) Restricted shares
		(3) Share appreciation rights
		(4) Restricted share units
		(5) Dividend equivalent rights
		(6) Other share-based awards
		(7) Performance-based Awards
Award Terms (Exercisability Period):		Options, share appreciation rights, and other share-based awards have a term of no longer than 10 years.
ISO Limits:		No more than 20% of the shares reserved for issuance may be issued upon the exercise of incentive stock options granted under the 2018 Plan.

Ingersoll Rand 2018 Proxy Statement

Table of Contents

PROPOSALS REQUIRING YOUR VOTE

Best Practices:

●Prohibition on Repricing. The 2018 Plan explicitly prohibits repricing of stock options (including the cash purchase of underwater options) without shareholder approval.

●Limitations on Payments of Dividends on Unvested Awards. The 2018 Plan explicitly prohibits the payment of dividends on unvested restricted stock and dividend equivalents on unvested restricted stock units or performance share units unless and until the underlying awards vest.

●Clawback. All awards granted under the 2018 Plan are subject to the Company’s incentive compensation clawback or recoupment policy, as may be amended from time to time.

●Reasonable Limit on Full-Value Awards. For purposes of calculating the shares that remain available for issuance under the 2018 Plan, grants of options and stock appreciation rights will be counted as the grant of one share for each one share actually granted. However, to protect stockholders from potentially greater dilutive effect of full value awards, all grants of full value awards will be deducted from the 2018 Plan’s share reserve as 4.64 shares for every one share actually granted.

●Reasonable Vesting and Performance Periods. Although the Committee determines the vesting conditions and schedule applicable to the awards granted under the 2018 Plan, time-based awards generally vest over three years and performance awards generally vest based on the attainment of performance goals that are measured over a three-year performance period.

●Limitations on Grants. Individual limits on awards granted to any employee pursuant to the 2018 Plan during any calendar year apply as follows: (i) a maximum of 750,000 shares of common stock may be subject to all options and stock appreciation rights and (ii) a maximum of $15 million in performance-based awards.

●Prohibition on Liberal Share Recycling Practices for Options. The 2018 Plan does not allow for the re-granting of shares that are withheld by the Company to pay the exercise price of options or that are delivered or withheld to satisfy the tax withholding obligations under an option or share appreciation right.

●No Automatic Single-Trigger Vesting of Time-Based Awards. The automatic vesting acceleration provision for time-based awards which took effect solely on a change in control that was included in the 2013 Plan has been eliminated in the 2018 Plan. Instead, the 2018 Plan provides that time-based awards will only vest on a change in control if they are not assumed, substituted or otherwise replaced in connection with the change in control. If the awards are assumed or continued after the change in control, the Compensation Committee may provide that such awards will be subject to automatic vesting acceleration upon a participant’s involuntary termination within a designated period following the change in control.

●Non-Employee Director Compensation Limit. An annual limit of $1,000,000 per calendar year applies to the sum of all cash and other compensation and the value of all equity, cash-based and other awards granted to a non-employee director for services as a member of the Board of Directors.

Table of Contents

PROPOSALS REQUIRING YOUR VOTE

SUMMARY OF THE 2018 PLAN

The following summary of certain material features of the 2018 Plan is qualified in its entirety by reference to the 2018 Plan, which is attached to this proxy statement as Appendix B.

PURPOSE OF 2018 PLAN

The purpose of the 2018 Plan is to aid the Company and its affiliates in recruiting and retaining key employees and directors and to motivate such employees and directors to exert their best efforts on behalf of the Company and its affiliates by providing incentives through the granting of awards. The Company expects that it will benefit from the added interest which such key employees and directors will have in the welfare of the Company as a result of their proprietary interest in the Company’s success.

SHARES RESERVED FOR ISSUANCE UNDER 2018 PLAN

Shares Reserved

The total number of our ordinary shares that are authorized and available for issuance pursuant to awards granted under the 2018 Plan is 23,000,000 shares, subject to adjustment in the event of specified capitalization events of the Company.

Shares Reissuable Under 2018 Plan

The following shares are reissuable pursuant to new awards granted under the 2018 Plan: shares that are not issued as a result of the termination, cancellation, expiration or lapsing of any award; shares subject to a full value award that are not issued because the award is settled in cash; shares covered by a full value award that are retained or are otherwise not issued by the Company in order to satisfy tax withholding obligations in connection with full value awards.

Shares Not Reissuable Under 2018 Plan

The following shares will be deducted from the aggregate number of shares available for future awards: shares subject to a stock option or share appreciation right that are retained or otherwise not issued by the Company in order to satisfy tax withholding obligations or the exercise price (whether through withholding of shares or net exercise) and shares that are repurchased or redeemed on the open market with the proceeds of the exercise of an option.

Shares Not Counted Against Share Reserve Pool Under the 2018 Plan

Except in the case of outstanding stock options intended to be incentive stock options, shares issued in assumption of, or in substitution for, any outstanding awards will not reduce the overall limit on shares available for grant under the 2018 Plan. To the extent permitted by any applicable stock exchange rule, shares available under a shareholder approved plan of an entity acquired by the Company or with which the Company combines (as appropriately adjusted to reflect the acquisition or combination transaction) may be used for awards under the 2018 Plan and will not reduce the number of shares available for delivery under the 2018 Plan.

Ingersoll Rand 2018 Proxy Statement

Table of Contents

PROPOSALS REQUIRING YOUR VOTE

AWARDS

Under the 2018 Plan, the following awards may be granted: nonqualified stock options, incentive stock options, restricted shares, share appreciation rights, restricted share units, dividend equivalent rights, other share-based awards and performance-based awards (all such grants are collectively referred to as “awards”).

ELIGIBILITY

Incentive stock options may be granted only to our employees and to employees of any of our subsidiaries meeting the requirements of the Code. Awards other than incentive stock options may be granted to our non-employee directors and to employees of the Company and any of its affiliates. The primary recipients of awards under our 2018 Plan will be our non-employee directors, officers and other key employees. As of the Calculation Date, there were approximately 44,000 full and part-time employees of the Company, of which approximately 3,000 were officers and key employees and 10 were non-employee directors.

ADMINISTRATION

The 2018 Plan provides that it will generally be administered by the Compensation Committee, unless the Compensation Committee delegates its administration duties to a sub-committee thereof or an employee or group of employees, consistent with applicable law (the “Committee”) and guidelines established by the Committee from time to time. Any subcommittee to which administration duties are delegated must consist solely of two or more individuals, each of whom is a “non-employee director” satisfying the requirements of Section 16 of the Securities Exchange Act of 1934, as amended, and an “independent director” under the New York Stock Exchange rules. The Committee may appoint such agents as it deems necessary or advisable for the proper administration of the 2018 Plan; provided, however, that such appointment is consistent with applicable laws and guidelines established by the Committee from time to time. Other than awards granted to non-employee directors that require the full Board of Directors acting by a majority of its members, the Committee has the sole authority to grant awards and sole and exclusive discretion to interpret and administer the 2018 Plan. In particular, the 2018 Plan specifies that the Committee has the exclusive power, authority and discretion to:

●	designate participants to receive awards, determine the types of awards to be granted to each participant, determine the number of awards to be granted and the number of shares to which an award will relate, and determine the terms and conditions of any award granted under the 2018 Plan;
●	determine if and when an award may be cancelled, forfeited, surrendered, settled or exercised and if any amount for settlement or exercise will be paid in cash, shares, other awards or other property;
●	prescribe the forms of award agreement and decide all other matters that must be determined in connection with an award;
●	establish, adopt, or revise any rules and regulations, including adopting sub-plans to the 2018 Plan for the purposes of complying with foreign laws and/or taking advantage of tax-favorable treatment for awards granted to participants outside the United States;
●	interpret the terms of the 2018 Plan or any award agreement, decide any matter arising under the 2018 Plan and correct any defect or supply any omission or reconcile any inconsistency in the 2018 Plan; and
●	make all other decisions and determinations that may be required under the 2018 Plan or as the Committee deems necessary or advisable to administer the 2018 Plan.

With respect to above listed interpretation and administration powers, any decisions by the Committee or its delegate are conclusive and binding on all parties concerned.

RESTRICTED SHARE UNITS

The 2018 Plan provides certain terms applicable to awards of restricted share units. Restricted share units are denominated in unit equivalent of shares and are typically awarded to participants without payment of consideration. Restricted share units may be subject to vesting conditions based upon the passage of time or the attainment of performance goals as determined in the discretion of the Committee. Except as otherwise determined by the Committee at the time of the grant of the award or thereafter, any restricted share units that are not vested as of the date of the participant’s termination of service will be forfeited. Unlike restricted shares, the shares underlying restricted share units will not be issued until the restricted share units have vested. In addition, recipients of restricted share units generally have no voting or dividend rights until the vesting conditions are satisfied and the underlying shares are issued. Restricted share units may be settled in shares, cash or a combination of both, at the discretion of the Committee. Until the shares are issued, if any, upon settlement of a restricted share unit, no right to vote or receive dividends or any other rights as a shareholder will exist with respect to the shares subject to the restricted stock unit.

Table of Contents

PROPOSALS REQUIRING YOUR VOTE

RESTRICTED SHARE AWARDS

The 2018 Plan provides certain terms applicable to awards of restricted shares. A restricted share is a direct grant of a share, subject to such restrictions on transferability and other restrictions as the Committee may impose (including, without limitation, limitations on the right to vote the underlying shares or the right to receive dividends with respect to the underlying shares). These restrictions may lapse at such times, under such circumstances, in such installments, or otherwise, as the Committee determines at the time of the grant of the award or thereafter. Restrictions may be based on the passage of time, the attainment of performance goals or such other conditions as determined in the discretion of the Committee. Unless otherwise determined by the Committee at the time of grant, any shares subject to restrictions are forfeited upon termination of employment.

STOCK OPTIONS

The 2018 Plan authorizes the grant of incentive stock options, which are intended to satisfy the requirements of Code Section 422, and non-qualified stock options, which do not satisfy the requirements of Code Section 422. Stock options with respect to up to 23,000,000 shares (subject to the limitation of 4,600,000 shares with respect to incentive stock options noted above) may be granted under the 2018 Plan. The exercise price for all stock options granted under the 2018 Plan may not be less than 100% of the fair market value of one of our shares on the date of grant. While the shares are traded on an established stock exchange, “fair market value” means, as of any given date, the closing price of a share as quoted on the principal exchange on which the shares are listed for such date, or if no sale occurred on such date, the first trading date immediately prior to such date during which a sale occurred. As of the Record Date, the closing price of our ordinary shares traded on the New York Stock Exchange (“NYSE”) was $82.76 per share. Stock options granted under the 2018 Plan will vest at the rate and on the conditions specified by the Committee, which conditions may include a participant’s continued service, the attainment of specified performance goals and/or such other conditions as may be determined by the Committee. Once vested, stock options will be exercisable for such term, and thereafter will expire, as determined by the Committee, provided that the maximum term any stock option may remain outstanding is ten years after the date it is granted, after which date it shall expire.

The Committee determines the methods by which the exercise price of stock options is paid, including the following: in cash or check, through a broker-dealer sale and remittance procedure under which the participant effects a same-day exercise of the stock option and sale of the purchased shares in order to cover the exercise price for the purchased shares and the applicable withholding taxes, or any other method of payment authorized by the Committee.

A stock option may not be exercised for a fraction of a share. No right to vote or receive dividends or any other rights as a shareholder will exist with respect to the shares subject to a stock option until such stock option is exercised and the shares are paid for.

If a participant ceases to provide services to the Company or any affiliate, the participant may exercise his or her stock option within such period of time as is specified in the award agreement to the extent that the stock option is vested on the date of termination (but in no event later than the expiration of the term of such option as set forth in the award agreement). Unless otherwise provided by the Committee, if on the date of termination the participant is not vested as to his or her entire stock option, the unvested portion of the stock option will be forfeited and the shares covered by the unvested portion of the stock option will revert to the 2018 Plan. If after termination of service the participant does not exercise his or her stock option within the time specified by the Committee, the stock option will terminate, and the shares covered by such unexercised stock option will revert to the 2018 Plan and be available for reissuance.

SHARE APPRECIATION RIGHTS

Share appreciation rights may be granted with an exercise price equal to or greater than the fair market value of our ordinary shares on the date of grant and typically provide for payments to the holder based upon the amount by which the fair market value of our shares as of the date that the right is exercised exceeds the exercise price. The Committee will generally determine when and on what conditions the share appreciation right will vest and become exercisable. The Committee determines the term of a share appreciation right, but no share appreciation right will remain outstanding or be exercisable more than ten years after the date it is granted.

Ingersoll Rand 2018 Proxy Statement

Table of Contents

PROPOSALS REQUIRING YOUR VOTE

A share appreciation right may be granted separate from or in connection with the grant of a stock option. Share appreciation rights granted in connection with a stock option must be granted at the same time the stock option is granted, with the same terms and conditions, and with respect to the same number of underlying shares. Upon exercise of a share appreciation right granted in connection with a stock option, in whole or in part, the corresponding portion of the stock option must be surrendered and the holder will be entitled to receive cash or shares, as determined by the Committee, having a value equal to the excess of the fair market value of the shares at the time of exercise over the exercise price for the tandem award. If the related stock option is exercised, in whole or in part, then the corresponding portion of the share appreciation right will terminate as of the date of such exercise.

Until the shares are issued, if any, upon exercise of a share appreciation right, no right to vote or receive dividends or any other rights as a shareholder will exist with respect to the shares subject to a share appreciation right. Upon termination of a participant’s employment, a share appreciation right will generally be subject to the same conditions as apply to stock options.

OTHER SHARE-BASED AWARDS

The Committee is authorized under the 2018 Plan to make any other award that is not inconsistent with the provisions of the 2018 Plan and that by its terms involves or might involve the issuance of shares, or of a right vesting based on the passage of time, the occurrence of one or more events, or the satisfaction of performance goals or other conditions, or the issuance of any other security with the value derived from the value of the shares. The Committee may elect to settle these awards in cash, in shares or in a combination of cash and shares. The Committee may also grant shares as a bonus or may grant other awards in lieu of obligations to pay cash or other property under the 2018 Plan or other compensatory arrangements. The Committee is authorized to determine the term of all other share-based awards, but no such award will remain outstanding more than ten years after the date it is granted.

PERFORMANCE-BASED AWARDS

The Committee is authorized under the 2018 Plan to grant performance awards, which are full value awards that vest, in whole or in part, upon the attainment of performance goals that are measured over a specified performance period and are based on performance criteria that may include, but are not limited to, any of the following: (i) consolidated earnings before or after taxes (including earnings before interest, taxes, depreciation and amortization); (ii) net income; (iii) operating income; (iv) operating income margin; (v) gross margin; (vi) earnings per Share; (vii) book value per Share; (viii) return on shareholders’ equity; (ix) expense management; (x) return on invested capital; (xi) improvements in capital structure; (xii) profitability of an identifiable business unit or product; (xiii) maintenance or improvement of profit margins or revenue; (xiv) Share price; (xv) market share; (xvi) revenues or sales; (xvii) costs; (xviii) available cash flow; (xix) working capital; (xx) return on assets; (xxi) total shareholder return, (xxii) productivity ratios, and (xxiii) economic value added. The Committee may provide that one or more adjustments may be made to one or more of the performance goals. The performance goals may be calculated in accordance with applicable accounting standards or on an adjusted basis and measured on absolute or relative terms. In addition, the performance goals may be expressed in terms of overall Company performance, the performance of an affiliate, the performance of a division or business unit of the Company or an affiliate or the performance of an individual or team.

AWARD LIMITS FOR EMPLOYEES

The maximum number of shares of common stock that may be subject to options or share appreciation awards that are granted to any employee during any calendar year may not exceed 750,000 shares, subject to adjustments in the event of certain capitalization events. The maximum amount with respect to one or more full value performance awards that may be granted to any employee during any calendar year may not exceed $15 million.

TRANSFERABILITY OF AWARDS

Except as otherwise provided by the Committee, no award granted under the 2018 Plan may be assigned, transferred or otherwise disposed of by a participant other than by will or the laws of descent and distribution. The Committee, however, may permit the transfer of an award (other than an incentive stock option) for no consideration in connection with estate planning or charitable transfers subject to compliance with applicable laws and such rules as the Committee may adopt to preserve the purposes of the Plan.

DIVIDENDS/DIVIDEND EQUIVALENTS

The Committee may grant dividend equivalent rights in connection with restricted share units or other share-based awards (including performance-based awards) that are full value awards and may provide for dividends to be accumulated with respect to restricted share awards, provided that, to the extent that any dividends or dividend equivalents are payable with respect to such full value award, the dividends or dividend equivalents, as applicable, will not be paid unless and until the underlying award vests.

Table of Contents

PROPOSALS REQUIRING YOUR VOTE

CHANGE IN CONTROL

In the event of a change in control of our Company (as defined in the 2018 Plan), all time-based awards that are not converted, assumed, substituted or replaced by the successor company in connection with the change in control will automatically vest. If time-based awards are assumed or continued after a change in control, the Committee may provide that one or more of these awards will automatically accelerate upon an involuntary termination of the holder’s employment or service within a designated period in connection with the change in control. Performance-based awards will automatically vest upon a change in control of our Company, based on (A) the target level, pro-rated to reflect the period the participant was in service during the performance period or (B) the actual performance level attained, in each case, as determined by the Committee.

In connection with any change in control, the Committee may provide for cancellation of any outstanding awards and payment to the holders of such awards that are vested as of such cancellation the value of such awards, if any, as determined by the Committee, provided that any stock option or share appreciation right having a per share exercise price equal to, or in excess of, the fair market value of a share subject thereto may be canceled and terminated without any payment or consideration. Any such payments may be made in cash or in the form of such other consideration payable to shareholders in the change in control.

ADJUSTMENTS UPON CHANGES IN CAPITALIZATION

In the event of any change in the outstanding shares of the Company (including the price thereof) by reason of any reorganization, recapitalization, merger, consolidation, spin-off, combination, or transaction or exchange of shares or other corporate exchange, or any distribution to shareholders (other than regular cash dividends), bonus issue, share split or any similar transaction, the Committee will make appropriate substitutions or adjustments, as it deems necessary, in the number and type of shares or other securities reserved for issuance under the 2018 Plan or pursuant to outstanding awards, the terms and conditions of any award outstanding under the 2018 Plan, and the grant or exercise price of any such award.

AMENDMENT AND TERMINATION OF THE 2018 PLAN

The 2018 Plan may be amended, altered or discontinued by the Board of Directors at any time. However, no amendment shall be effective without shareholder approval if (1) such amendment materially increases the total number of shares that may be issued under the 2018 Plan other than through application of the adjustments and change in control provisions of the 2018 Plan as described above, (2) such amendment materially expands the classes of persons eligible to receive awards or the types of award available under the 2018 Plan, (3) such amendment requires shareholder approval under any law or the rules of any exchange on which the Company’s ordinary shares are listed for trading or (4) the Committee determines that such approval is otherwise required or advisable to facilitate compliance with applicable laws. Unless the Committee determines that an amendment facilitates compliance with applicable law or exchange requirements, no amendment may materially adversely affect the rights of a participant under any outstanding award without such participant’s consent.

NO REPRICING OF AWARDS

Except in connection with a capitalization event or a change in control, in no event may the Company take any action without approval of the shareholders of the Company that would (1) reduce the exercise price of any stock option or share appreciation right, (2) result in the cancellation of any outstanding option or share appreciation right and replacement with a new option or share appreciation right with a lower exercise price or with a cash payment or other award at a time when the option or share appreciation right has a per share exercise price that is higher than the fair market value of a share on the date of the replacement or (3) result in any other action that would be considered a “repricing” for purposes of the shareholder approval rules of any securities exchange or inter-dealer quotation system on which the securities of the Company are listed or quoted.

CLAWBACK/RECOVERY

All awards granted under the 2018 Plan shall be and remain subject to the Company’s incentive compensation clawback or recoupment policy, as may be amended from time to time.

PLAN TERM

The 2018 Plan will continue in effect until terminated by our Board of Directors, but no incentive stock options may be granted under the 2018 Plan after the tenth anniversary of the date the 2018 Plan is approved by our shareholders. Any awards that are outstanding at the time the 2018 Plan terminates will remain in force according to the terms of the 2018 Plan and the applicable award agreement.

Ingersoll Rand 2018 Proxy Statement

Table of Contents

PROPOSALS REQUIRING YOUR VOTE

FEDERAL INCOME TAX CONSEQUENCES

The following is a summary of the U.S. federal income tax consequences applicable to equity awards under the 2018 Plan based on current U.S. federal income tax laws. The 2018 Plan is not qualified under Section 401(a) of the Internal Revenue Code. The summary is general in nature and is not intended to cover all tax consequences that may apply to a particular employee, director or to our company. The provisions of the Internal Revenue Code and regulations thereunder relating to these matters are complicated and may change, and their impact in any one case may depend upon the particular circumstances. Further, this summary does not discuss the tax consequences of a participant’s death or the provisions of any income tax laws of any municipality, state or foreign country in which a participant may reside.

Nonqualified Stock Options

With respect to nonqualified stock options: (i) no income is recognized by the participant at the time the nonqualified stock option is granted; (ii) generally, at exercise, ordinary income is recognized by the participant in an amount equal to the difference between the option exercise price paid for the shares and the fair market value of the shares on the date of exercise and the Company is entitled to a tax deduction in the same amount (subject to the restrictions on deductibility described under “Section 162(m) Limitation” below); and (iii) upon disposition of the shares, any gain or loss is treated as capital gain or loss. If the options are exercised and the shares acquired are sold on the same date, generally, the difference between the option exercise price paid for the shares and the sale price is recognized as ordinary income, and no capital gain or loss is reported. If required, income tax must be withheld from the participant on the income recognized by the participant upon exercise of a nonqualified stock option.

Incentive Stock Options

The grant of an incentive stock option under the 2018 Plan will not result in any federal income tax consequences to the participant or to the Company. A participant recognizes no federal taxable income upon exercising an incentive stock option (subject to the alternative minimum tax rules discussed below), and the Company receives no deduction at the time of exercise. In the event of a disposition of shares acquired upon exercise of an incentive stock option, the tax consequences depend upon how long the participant has held the shares. If the participant does not dispose of the shares within two years after the incentive stock option was granted, or within one year after the incentive stock option was exercised, the participant will recognize a long-term capital gain (or loss) equal to the difference between the sale price of the shares and the exercise price. The Company is not entitled to any tax deduction under these circumstances.

If the participant fails to satisfy either of these holding periods, he or she must recognize ordinary income in the year of the disposition (referred to as a “disqualifying disposition”). The amount of such ordinary income generally is the lesser of (A) the difference between the amount realized on the disposition and the exercise price or (B) the difference between the fair market value of a share on the exercise date and the exercise price. Any gain in excess of the amount taxed as ordinary income will be treated as a long or short-term capital gain, depending on whether the share was held for more than one year. In the year of the disqualifying disposition, the Company is entitled to a tax deduction equal to the amount of ordinary income recognized by the participant, subject to the restrictions on deductibility described under “Section 162(m) Limitation” below.

The “spread” under an incentive stock option — i.e., the difference between the fair market value of the shares at exercise and the exercise price — is classified as an item of adjustment in the year of exercise for purposes of the participant’s alternative minimum tax. If a participant’s alternative minimum tax liability exceeds such participant’s regular income tax liability, the participant will owe the larger amount of taxes. The alternative minimum tax will not apply with respect to incentive stock options if the participant sells the shares within the same calendar year in which the incentive stock options are exercised. However, such a sale of shares within the same year of exercise will constitute a disqualifying disposition, as described above.

Share Appreciation Rights

Upon exercise of a share appreciation right, the participant will recognize ordinary income (treated as compensation) in an amount equal to the difference between the aggregate fair market value of the shares with respect to the number of shares that the share appreciation right is exercised over the aggregate exercise price for such shares subject to the share appreciation right. The Company generally will be entitled to a tax deduction in the same amount and at the same time as the participant recognizes ordinary compensation income (subject to the restrictions on deductibility described under “Section 162(m) Limitation” below). If required, income tax must be withheld from the participant on the income recognized by the participant upon exercise of a share appreciation right.

Restricted Shares

In the absence of a Section 83(b) election (as described below), a participant who receives restricted shares will recognize no income at the time of grant. When the restrictions lapse, a participant will recognize ordinary income (treated as compensation) equal to the fair market value of a share when the restrictions lapse over the amount paid (if any) for the share. As the restrictions applicable to a grant of restricted share lapse (for example, if the restrictions on 33% of a grant lapse on each anniversary of the grant date), the participant will include the applicable portion of the shares that vests as ordinary income (treated as compensation). The participant’s

Table of Contents

PROPOSALS REQUIRING YOUR VOTE

basis in the shares is equal to the amount included in income on the expiration of the restrictions and the amount paid (if any), and the holding period will begin when the restrictions end. Any disposition of the restricted shares will result in a long- or short-term capital gain or loss (depending on the time the shares are held after the restrictions end). The Company generally will be entitled to a tax deduction equal to the fair market value of the share when it is included in the participant’s income (subject to the restrictions on deductibility described under “Section 162(m) Limitation” below).

If a Section 83(b) election is made within 30 days of the grant of the award, the participant must recognize the fair market value of the restricted shares on the date of grant as ordinary income (treated as compensation) as of the date of grant, and the holding period, for capital gains purposes, would begin at the time the restricted shares are granted. The Company generally would be entitled to a corresponding tax deduction for the grant, but dividends on a share would not be deductible. Any subsequent disposition of a share by the participant, other than by forfeiture, would result in capital gain or loss, which would be long- or short-term, depending on the holding period. Upon a subsequent forfeiture of restricted shares with respect to which a Section 83(b) election has been made, no deduction will be allowed to the participant in respect of the amount included in income at the time the Section 83(b) election was made.

If required, income tax must be withheld from the participant on the income recognized by the participant at the time the restrictions on the restricted shares lapse (or grant of the restricted shares, in the event the participant makes a Section 83(b) election).

Restricted Share Units

A participant will not recognize any income at the time a restricted share unit is granted, nor will the Company be entitled to a tax deduction at that time. When payment on a restricted share unit is made, the participant will recognize ordinary income in an amount equal to the fair market value of the shares received (or if the restricted share unit is settled in cash, the cash amount). If required, income tax must be withheld on the income recognized by the participant. The Company will receive a tax deduction for federal income tax purposes equal to the ordinary income recognized by the participant, subject to the restrictions on deductibility described under “Section 162(m) Limitation” below.

Dividends and Dividend Equivalent Rights

A recipient of dividends and dividend equivalent rights generally will recognize ordinary income at the time the dividend or dividend equivalent is paid. If required, income tax must be withheld on the income recognized by the participant. The Company will receive a tax deduction for federal income tax purposes equal to the ordinary income recognized by the participant, subject to the restrictions on deductibility described under “Section 162(m) Limitation” below.

Section 162(m)

Section 162(m) of the Code generally provides that publicly held companies (as defined in Section 162(m)(2) of the Code) may not deduct compensation paid to certain of their top executive officers to the extent such compensation exceeds $1 million per covered officer in any year. For taxable years beginning prior to 2018, a limited exception to Section 162(m) has applied with respect to “qualified performance-based compensation” that complies with conditions imposed by Section 162(m) rules. However, this exception from Section 162(m)’s deduction limit for qualified performance-based compensation has been repealed by the Tax Cuts and Jobs Act, effective for taxable years beginning after December 31, 2017, except with respect to certain grandfathered arrangements in effect as of November 2, 2017. Historically, awards granted under the 2013 Plan to our covered executive officers could be designed to qualify for the performance-based exception from the $1 million deduction limit described above. However, going forward, compensation paid to our covered executive officers (as determined by Section 162(m) rules), including pursuant to awards granted under the 2018 Plan, in excess of $1 million will not be deductible.

Section 280G Deductibility Limitation

In addition, our ability to obtain a tax deduction for future payments under the 2018 Plan could also be limited by the golden parachute payment rules of Section 280G of the Code, which prevent the deductibility of certain excess parachute payments made in connection with a change in control of an employer-corporation.

Section 409A

Code Section 409A imposes certain requirements on non-qualified deferred compensation arrangements. These include requirements on an individual’s election to defer compensation and the individual’s selection of the timing and form of distribution of the deferred compensation. Section 409A also generally provides that distributions must be made on or following the occurrence of certain events (i.e., the individual’s separation from service, a predetermined date, or the individual’s death). Section 409A imposes restrictions on an individual’s ability to change his or her distribution timing or form after the compensation has been deferred. For certain individuals who are officers, Section 409A requires that such individual’s distribution commence no earlier than six months after such officer’s separation from service.

Ingersoll Rand 2018 Proxy Statement

Table of Contents

PROPOSALS REQUIRING YOUR VOTE

Certain awards under the 2018 Plan may be designed to be subject to the requirements of Section 409A in form and in operation. For example, restricted share units that provide for a settlement date following the vesting date may be subject to Section 409A. If an award under the 2018 Plan is subject to and fails to satisfy the requirements of Section 409A, the recipient of that award may recognize ordinary income on the amounts deferred under the award, to the extent vested, which may be prior to when the compensation is actually or constructively received. Also, if an award that is subject to Section 409A fails to comply with the requirements of Section 409A, Section 409A imposes an additional 20% federal penalty tax on compensation recognized as ordinary income, as well as interest on such deferred compensation.

FUTURE PLAN BENEFITS

As of the date of this Proxy Statement, no awards (including stock options) have been granted under the 2018 Plan. Awards (including stock options) under the 2018 Plan may be made at the discretion of the Committee, and any awards (including stock options) that may be made and any benefits and amounts that may be received or allocated under the 2018 Plan in the future are not determinable at this time. As such, the Company has omitted the New Plan Benefits table and the number of stock options that may be received under the 2018 Plan in the future.

		Item 5.
		Item 5.

Renewal of the Directors’ existing authority to issue shares

	The Board of Directors recommends that you vote FOR renewing the Directors’ authority to issue shares.

Under Irish law, directors of an Irish public limited company must have authority from its shareholders to issue any shares, including shares which are part of the company’s authorized but unissued share capital. Our shareholders provided the Directors with this authorization at our 2017 annual general meeting on June 8, 2017 for a period of 18 months. Because this share authorization period will expire in December 2018, we are presenting this proposal to renew the Directors’ authority to issue our authorized shares on the terms set forth below.

We are seeking approval to authorize our Board of Directors to issue up to 33% of our issued ordinary share capital as of April 9, 2018 (the latest practicable date before this proxy statement), for a period expiring 18 months from the passing of this resolution, unless renewed, varied or revoked.

Granting the Board of Directors this authority is a routine matter for public companies incorporated in Ireland and is consistent with Irish market practice. This authority is fundamental to our business and enables us to issue shares, including in connection with our equity compensation plans (where required) and, if applicable, funding acquisitions and raising capital. We are not asking you to approve an increase in our authorized share capital or to approve a specific issuance of shares. Instead, approval of this proposal will only grant the Board of Directors the authority to issue shares that are already authorized under our articles of association upon the terms below. In addition, we note that, because we are a NYSE-listed company, our shareholders continue to benefit from the protections afforded to them under the rules and regulations of the NYSE and SEC, including those rules that limit our ability to issue shares in specified circumstances. Furthermore, we note that this authorization is required as a matter of Irish law and is not otherwise required for other U.S. companies listed on the NYSE with whom we compete. Renewal of the Directors’ existing authority to issue shares is fully consistent with NYSE rules and listing standards and with U.S. capital markets practice and governance standards.

As required under Irish law, the resolution in respect of this resolution is an ordinary resolution that requires the affirmative vote of a simple majority of the votes cast.

The text of this resolution is as follows:

“That the Directors be and are hereby generally and unconditionally authorized with effect from the passing of this resolution to exercise all powers of the Company to allot relevant securities (within the meaning of Section 1021 of the Companies Act) up to an aggregate nominal amount of $89,911,605 (89,911,605 shares) (being equivalent to approximately 33% of the aggregate nominal value of the issued ordinary share capital of the Company as of April 9, 2018 (the latest practicable date before this proxy statement)), and the authority conferred by this resolution shall expire 18 months from the passing of this resolution, unless previously renewed, varied or revoked; provided that the Company may make an offer or agreement before the expiry of this authority, which would or might require any such securities to be allotted after this authority has expired, and in that case, the Directors may allot relevant securities in pursuance of any such offer or agreement as if the authority conferred hereby had not expired.”

Table of Contents

PROPOSALS REQUIRING YOUR VOTE

		Item 6.
		Item 6.

Renewal of the Directors’ existing authority to issue shares for cash without first offering shares to existing shareholders.

	The Board of Directors recommends that you vote FOR renewing the Directors’ authority to issue shares for cash without first offering shares to existing shareholders.

Under Irish law, unless otherwise authorized, when an Irish public limited company issues shares for cash, it is required first to offer those shares on the same or more favorable terms to existing shareholders of the company on a pro-rata basis (commonly referred to as the statutory pre-emption right). Our shareholders provided the Directors with this authorization at our 2017 annual general meeting on June 8, 2017 for a period of 18 months. Because this share authorization period will expire in December 2018, we are presenting this proposal to renew the Directors’ authority to opt-out of the pre-emption right on the terms set forth below.

We are seeking approval to authorize our Board of Directors to opt out of the statutory pre-emption rights provision in the event of (1) the issuance of shares for cash in connection with any rights issue and (2) any other issuance of shares for cash, if the issuance is limited to up to 5% of our issued ordinary share capital as of April 9, 2018 (the latest practicable date before this proxy statement), for a period expiring 18 months from the passing of this resolution, unless renewed, varied or revoked.

Granting the Board of Directors this authority is a routine matter for public companies incorporated in Ireland and is consistent with Irish market practice. Similar to the authorization sought for Item 5, this authority is fundamental to our business and enables us to issue shares under our equity compensation plans (where required) and if applicable, will facilitate our ability to fund acquisitions and otherwise raise capital. We are not asking you to approve an increase in our authorized share capital. Instead, approval of this proposal will only grant the Board of Directors the authority to issue shares in the manner already permitted under our articles of association upon the terms below. Without this authorization, in each case where we issue shares for cash, we would first have to offer those shares on the same or more favorable terms to all of our existing shareholders. This requirement could undermine the operation of our compensation plans and cause delays in the completion of acquisitions and capital raising for our business. Furthermore, we note that this authorization is required as a matter of Irish law and is not otherwise required for other U.S. companies listed on the NYSE with whom we compete. Renewal of the Directors’ existing authorization to opt out of the statutory pre-emption rights as described above is fully consistent with NYSE rules and listing standards and with U.S. capital markets practice and governance standards.

As required under Irish law, the resolution in respect of this proposal is a special resolution that requires the affirmative vote of at least 75% of the votes cast.

The text of the resolution in respect of this proposal is as follows:

“As a special resolution, that, subject to the passing of the resolution in respect of Item 5 as set out above and with effect from the passing of this resolution, the Directors be and are hereby empowered pursuant to Section 1023 of the Companies Act 2014 to allot equity securities (as defined in Section 1023 of that Act) for cash, pursuant to the authority conferred by Item 5 as if sub-section (1) of Section 1022 did not apply to any such allotment, provided that this power shall be limited to:

(a)	the allotment of equity securities in connection with a rights issue in favor of the holders of ordinary shares (including rights to subscribe for, or convert into, ordinary shares) where the equity securities respectively attributable to the interests of such holders are proportional (as nearly as may be) to the respective numbers of ordinary shares held by them (but subject to such exclusions or other arrangements as the directors may deem necessary or expedient to deal with fractional entitlements that would otherwise arise, or with legal or practical problems under the laws of, or the requirements of any recognized regulatory body or any stock exchange in, any territory, or otherwise); and

(b)	the allotment (otherwise than pursuant to sub-paragraph (a) above) of equity securities up to an aggregate nominal value of $13,622,970 (13,622,970 shares) (being equivalent to approximately 5% of the aggregate nominal value of the issued ordinary share capital of the Company as of April 9, 2018 (the latest practicable date before this proxy statement)) and the authority conferred by this resolution shall expire 18 months from the passing of this resolution, unless previously renewed, varied or revoked; provided that the Company may make an offer or agreement before the expiry of this authority, which would or might require any such securities to be allotted after this authority has expired, and in that case, the Directors may allot equity securities in pursuance of any such offer or agreement as if the authority conferred hereby had not expired.”

Ingersoll Rand 2018 Proxy Statement

Table of Contents

PROPOSALS REQUIRING YOUR VOTE

		Item 7.
		Item 7.

Determine the price at which the Company can re-allot shares held as treasury shares.

	The Board of Directors recommends that shareholders vote FOR the proposal to determine the price at which the Company can re-allot shares held as treasury shares.

Our open-market share repurchases (redemptions) and other share buyback activities may result in ordinary shares being acquired and held by the Company as treasury shares. We may reissue treasury shares that we acquire through our various share buyback activities including in connection with our executive compensation program and our director programs.

Under Irish law, our shareholders must authorize the price range at which we may re-allot any shares held in treasury. In this proposal, that price range is expressed as a minimum and maximum percentage of the closing market price of our ordinary shares on the NYSE the day preceding the day on which the relevant share is re-allotted. Under Irish law, this authorization expires 18 months after its passing unless renewed.

The authority being sought from shareholders provides that the minimum and maximum prices at which an ordinary share held in treasury may be re-allotted are 95% and 120%, respectively, of the closing market price of the ordinary shares on the NYSE the day preceding the day on which the relevant share is re-issued, except as described below with respect to obligations under employee share schemes, which may be at a minimum price of nominal value. Any re-allotment of treasury shares will be at price levels that the Board considers in the best interests of our shareholders.

As required under Irish law, the resolution in respect of this proposal is a special resolution that requires the affirmative vote of at least 75% of the votes cast.

The text of the resolution in respect of this proposal is as follows:

“As a special resolution, that the re-allotment price range at which any treasury shares held by the Company may be re-allotted shall be as follows:

(a)	the maximum price at which such treasury share may be re-allotted shall be an amount equal to 120% of the “market price”; and

(b)	the minimum price at which a treasury share may be re-allotted shall be the nominal value of the share where such a share is required to satisfy an obligation under an employee share scheme or any option schemes operated by the Company or, in all other cases, an amount equal to 95% of the “market price”; and

(c)	for the purposes of this resolution, the “market price” shall mean the closing market price of the ordinary shares on the NYSE the day preceding the day on which the relevant share is re-allotted.

FURTHER, that this authority to reissue treasury shares shall expire at 18 months from the date of the passing of this resolution unless previously varied or renewed in accordance with the provisions of Sections 109 and 1078 of the Companies Act 2014.”

Table of Contents

CORPORATE GOVERNANCE

CORPORATE GOVERNANCE GUIDELINES

Our Corporate Governance Guidelines, together with the charters of the various Board committees, provide a framework for the corporate governance of the Company. The following is a summary of our Corporate Governance Guidelines and practices. A copy of our Corporate Governance Guidelines, as well as the charters of each of our Board committees, are available on our website at www.ingersollrand.com under the heading “Company – Corporate Governance.”

ROLE OF THE BOARD OF DIRECTORS

The Company’s business is managed under the direction of the Board of Directors. The role of the Board of Directors is to oversee the management and governance of the Company and monitor senior management’s performance.

BOARD RESPONSIBILITIES

The Board of Directors’ core responsibilities include:

●	selecting, monitoring, evaluating and compensating senior management;
●	assuring that management succession planning is adequate;
●	reviewing the Company’s financial controls and reporting systems;
●	overseeing the Company’s management of enterprise risk;
●	reviewing the Company’s ethical standards and legal compliance programs and procedures; and
●	evaluating the performance of the Board of Directors, Board committees and individual directors.

BOARD LEADERSHIP STRUCTURE

The positions of Chairman of the Board and CEO at the Company are held by the same person, except in unusual circumstances, such as during a CEO transition. This policy has worked well for the Company. It is the Board of Directors’ view that the Company’s corporate governance principles, the quality, stature and substantive business knowledge of the members of the Board, as well as the Board’s culture of open communication with the CEO and senior management are conducive to Board effectiveness with a combined Chairman and CEO position.

In addition, the Board of Directors has a strong, independent Lead Director and it believes this role adequately addresses the need for independent leadership and an organizational structure for the independent directors. The Board of Directors appoints a Lead Director for a three-year minimum term from among the Board’s independent directors. The Lead Director coordinates the activities of all of the Board’s independent directors. The Lead Director is the principal confidant to the CEO and ensures that the Board of Directors has an open, trustful relationship with the Company’s senior management team. In addition to the duties of all directors, as set forth in the Company’s Governance Guidelines, the specific responsibilities of the Lead Director are as follows:

●	Chair the meetings of the independent directors when the Chairman is not present;
●	Ensure the full participation and engagement of all Board members in deliberations;
●	Lead the Board of Directors in all deliberations involving the CEO’s employment, including hiring, contract negotiations, performance evaluations, and dismissal;
●	Counsel the Chairman on issues of interest/concern to directors and encourage all directors to engage the Chairman with their interests and concerns;
●	Work with the Chairman to develop an appropriate schedule of Board meetings and approve such schedule, to ensure that the directors have sufficient time for discussion of all agenda items, while not interfering with the flow of Company operations;
●	Work with the Chairman to develop the Board and Committee agendas and approve the final agendas;
●	Keep abreast of key Company activities and advise the Chairman as to the quality, quantity and timeliness of the flow of information from Company management that is necessary for the directors to effectively and responsibly perform their duties; although Company management is responsible for the preparation of materials for the Board of Directors, the Lead Director will approve information provided to the Board and may specifically request the inclusion of certain material;
●	Engage consultants who report directly to the Board of Directors and assist in recommending consultants that work directly for Board Committees;
●	Work in conjunction with the Corporate Governance and Nominating Committee in compliance with Governance Committee processes to interview all Board candidates and make recommendations to the Board of Directors;

Ingersoll Rand 2018 Proxy Statement

Table of Contents

CORPORATE GOVERNANCE

●	Assist the Board of Directors and Company officers in assuring compliance with and implementation of the Company’s Governance Guidelines; work in conjunction with the Corporate Governance Committee to recommend revisions to the Governance Guidelines;
●	Call, coordinate and develop the agenda for and chair executive sessions of the Board’s independent directors; act as principal liaison between the independent directors and the CEO;
●	Work in conjunction with the Corporate Governance and Nominating Committee to identify for appointment the members of the various Board Committees, as well as selection of the Committee chairs;
●	Be available for consultation and direct communication with major shareholders;
●	Make a commitment to serve in the role of Lead Director for a minimum of three years; and
●	Help set the tone for the highest standards of ethics and integrity.

Mr. Swift has been the Company’s Lead Director since January 2010.

BOARD RISK OVERSIGHT

The Board of Directors has oversight responsibility of the processes established to report and monitor systems for material risks applicable to the Company. The Board of Directors focuses on the Company’s general risk management strategy and the most significant risks facing the Company and ensures that appropriate risk mitigation strategies are implemented by management. The full Board is responsible for considering strategic risks and succession planning and, at each Board meeting, receives reports from each Committee as to risk oversight within their areas of responsibility. The Board of Directors has delegated to its various committees the oversight of risk management practices for categories of risk relevant to their functions as follows:

●	The Audit Committee oversees risks associated with the Company’s systems of disclosure controls and internal controls over financial reporting, as well as the Company’s compliance with legal and regulatory requirements and the Company’s information technology security environment as it relates to the network, data, product controls and monitoring solutions.
●	The Compensation Committee considers risks related to the attraction and retention of talent and risks related to the design of compensation programs and arrangements.
●	The Corporate Governance and Nominating Committee oversees risks associated with board succession, conflicts of interest, corporate governance and sustainability.
●	The Finance Committee oversees risks associated with foreign exchange, insurance, credit and debt.

The Company has appointed the Chief Financial Officer as its Chief Risk Officer and, in that role, the Chief Risk Officer periodically reports on risk management policies and practices to the relevant Board Committee or to the full Board so that any decisions can be made as to any required changes in the Company’s risk management and mitigation strategies or in the Board’s oversight of these. As part of its oversight of the Company’s executive compensation program, the Compensation Committee considers the impact of the Company’s executive compensation program and the incentives created by the compensation awards that it administers on the Company’s risk profile. In addition, the Company reviews all of its compensation policies and procedures, including the incentives that they create and factors that may reduce the likelihood of excessive risk taking, to determine whether they present a significant risk to the Company. Based on this review, the Company has concluded that its compensation policies and procedures are not reasonably likely to have a material adverse effect on the Company.

DIRECTOR COMPENSATION AND SHARE OWNERSHIP

It is the policy of the Board of Directors that directors’ fees be the sole compensation received from the Company by any non-employee director. The Company has a share ownership requirement of five times the annual cash retainer paid to the directors. A director cannot sell any shares of Company stock until he or she attains such level of ownership and any sale thereafter cannot reduce the total number of holdings below the required ownership level. A director is required to retain this minimum level of Company share ownership until his or her resignation or retirement from the Board.

BOARD COMMITTEES

The Board of Directors has the following committees: Audit Committee, Compensation Committee, Corporate Governance and Nominating Committee, Finance Committee, Technology and Innovation Committee and Executive Committee. The Board of Directors consists of a substantial majority of independent, non-employee directors. Only non-employee directors serve on the Audit, Compensation, Corporate Governance and Nominating, Finance and Technology and Innovation Committees. The Board of Directors has determined that each member of each of these committees is “independent” as defined in the NYSE listing standards and the Company’s Guidelines for Determining Independence of Directors. Chairpersons and members of these five committees are rotated periodically, as appropriate. The Chairman, who is also the CEO, serves on the Company’s Executive Committee and is Chairperson of such Committee. The remainder of the Executive Committee is comprised of the Lead Director and the non-employee director Chairpersons of the Audit, Compensation, Corporate Governance and Nominating and Finance Committees. Committee memberships and chairs are rotated periodically.

Table of Contents

CORPORATE GOVERNANCE

BOARD DIVERSITY

The Company’s policy on Board diversity relates to the selection of nominees for the Board of Directors. In selecting a nominee for the Board, the Corporate Governance and Nominating Committee considers the skills, expertise and background that would complement the existing Board and ensure that its members are of sufficiently diverse and independent backgrounds, recognizing that the Company’s businesses and operations are diverse and global in nature. The Board of Directors currently has four female directors, one Hispanic director and two Irish directors out of a total of 12 directors.

BOARD ADVISORS

The Board of Directors and its committees may, under their respective charters, retain their own advisors to carry out their responsibilities.

EXECUTIVE SESSIONS

The Company’s independent directors meet privately in regularly scheduled executive sessions, without management present, to consider such matters as the independent directors deem appropriate. These executive sessions are required to be held no less than twice each year.

BOARD AND BOARD COMMITTEE PERFORMANCE EVALUATION

The Corporate Governance and Nominating Committee assists the Board in evaluating its performance and the performance of the Board committees. Each committee also conducts an annual self-evaluation. The effectiveness of individual directors is considered each year when the directors stand for re-nomination.

DIRECTOR ORIENTATION AND EDUCATION

The Company has developed an orientation program for new directors and provides continuing education for all directors. In addition, the directors are given full access to management and corporate staff as a means of providing additional information.

DIRECTOR NOMINATION PROCESS

The Corporate Governance and Nominating Committee reviews the composition of the full Board to identify the qualifications and areas of expertise needed to further enhance the composition of the Board, makes recommendations to the Board concerning the appropriate size and needs of the Board and, on its own or with the assistance of management, a search firm or others, identifies candidates with those qualifications. In considering candidates, the Corporate Governance and Nominating Committee will take into account all factors it considers appropriate, including breadth of experience, understanding of business and financial issues, ability to exercise sound judgment, diversity, leadership, and achievements and experience in matters affecting business and industry. The Corporate Governance and Nominating Committee considers the entirety of each candidate’s credentials and believes that at a minimum each nominee should satisfy the following criteria: highest character and integrity, experience and understanding of strategy and policy-setting, sufficient time to devote to Board matters, and no conflict of interest that would interfere with performance as a director. Shareholders may recommend candidates for consideration for Board membership by sending the recommendation to the Corporate Governance and Nominating Committee, in care of the Secretary of the Company. Candidates recommended by shareholders are evaluated in the same manner as director candidates identified by any other means.

DIRECTOR RETIREMENT

It is the policy of the Board of Directors that each non-employee director must retire at the annual general meeting immediately following his or her 75th birthday. Directors who change the occupation they held when initially elected must offer to resign from the Board of Directors. At that time, the Corporate Governance and Nominating Committee reviews the continued appropriateness of Board membership under the new circumstances and makes a recommendation to the Board of Directors. Employee directors, including the CEO, must retire from the Board of Directors at the time of a change in their status as an officer of the Company, unless the policy is waived by the Board.

DIRECTOR INDEPENDENCE

The Board of Directors has determined that all of our current directors and director nominees, except Mr. Lamach, who is an employee of the Company, are independent under the standards set forth in Exhibit I to our Corporate Governance Guidelines, which are consistent with the NYSE listing standards. In determining the independence of directors, the Board evaluated transactions between the Company and entities with which directors were affiliated that occurred in the ordinary course of business and that were provided on the same terms and conditions available to other customers. A copy of Exhibit I to our Corporate Governance Guidelines is available on our website, www.ingersollrand.com, under the heading “Company—Corporate Governance.”

Ingersoll Rand 2018 Proxy Statement

Table of Contents

CORPORATE GOVERNANCE

COMMUNICATIONS WITH DIRECTORS

Shareholders and other interested parties wishing to communicate with the Board of Directors, the non-employee directors or any individual director (including our Lead Director and Compensation Committee Chair) may do so either by sending a communication to the Board and/or a particular Board member, in care of the Secretary of the Company, or by e-mail at irboard@irco.com. Depending upon the nature of the communication and to whom it is directed, the Secretary will: (a) forward the communication to the appropriate director or directors; (b) forward the communication to the relevant department within the Company; or (c) attempt to handle the matter directly (for example, a communication dealing with a share ownership matter).

MANAGEMENT SUCCESSION PLANNING

Our Board of Directors believes that ensuring leadership continuity and strong management capabilities exist to effectively carry out the Company’s strategy are critical responsibilities of the board. The board collaborates with the CEO and the SVP, Human Resources on the succession planning process, including establishing selection criteria that reflect our business strategies, identifying and developing internal candidates. The Board also ensures there are successors available for key positions in the normal course of business and for emergency situations.

The full Board formally reviews, at least annually, the plans for development, retention and replacement of key executives, and most importantly the CEO. In addition, management succession for key leadership positions is discussed regularly by the directors in Board meetings and in executive sessions of the Board of Directors. Directors become familiar with potential successors for key leadership positions through various means including regular talent reviews, presentations to the Board, and informal meetings.

CODE OF CONDUCT

The Company has adopted a worldwide Code of Conduct, applicable to all employees, directors and officers, including our Chief Executive Officer, our Chief Financial Officer and our Controller. The Code of Conduct meets the requirements of a “code of ethics” as defined by Item 406 of Regulation S-K, as well as the requirements of a “code of business conduct and ethics” under the NYSE listing standards. The Code of Conduct covers topics including, but not limited to, conflicts of interest, confidentiality of information, and compliance with laws and regulations. A copy of the Code of Conduct is available on our website located at www.ingersollrand.com under the heading “Company—Corporate Governance.” Amendments to, or waivers of the provisions of, the Code of Conduct, if any, made with respect to any of our directors and executive officers will be posted on our website.

ANTI-HEDGING POLICY AND OTHER RESTRICTIONS

The Company prohibits its directors and executive officers from (i) purchasing any financial instruments designed to hedge or offset any decrease in the market value of Company securities, (ii) engaging in any form of short-term speculative trading in Company securities and (iii) holding Company securities in a margin account or pledging Company securities as collateral for a loan.

INVESTOR OUTREACH

We believe it is important to understand our shareholders and their concerns and questions about our Company. During 2017, we met with a significant number of our major shareholders and with prospective shareholders to answer questions about our Company and to learn about issues that are important to them. We also held an Investor Day in May 2017 at which we discussed the Company’s long-term strategy and outlook.

Table of Contents

CORPORATE GOVERNANCE

COMMITTEES OF THE BOARD

	AUDIT COMMITTEE Meetings in 2017: 9 Members John P. Surma (Chair) Ann C. Berzin Linda P. Hudson Myles P. Lee Karen B. Peetz Richard J. Swift
			Key Functions
			●Review annual audited and quarterly financial statements, as well as the Company’s disclosures under “Management’s Discussion and Analysis of Financial Conditions and Results of Operations,” with management and the independent auditors. ●Obtain and review periodic reports, at least annually, from management assessing the effectiveness of the Company’s internal controls and procedures for financial reporting. ●Review the Company’s processes to assure compliance with all applicable laws, regulations and corporate policy. ●Recommend the public accounting firm to be proposed for appointment by the shareholders as our independent auditors and review the performance of the independent auditors. ●Review the scope of the audit and the findings and approve the fees of the independent auditors. ●Approve in advance, subject to and in accordance with applicable laws and regulations, permitted audit and non-audit services to be performed by the independent auditors. ●Satisfy itself as to the independence of the independent auditors and ensure receipt of their annual independence statement.
	The Board of Directors has determined that each member of the Audit Committee is “independent” for purposes of the applicable rules and regulations of the SEC, as defined in the NYSE listing standards and the Company’s Corporate Governance Guidelines, and has determined that each member meets the qualifications of an “audit committee financial expert,” as that term is defined by rules of the SEC. In addition, each member of the Audit Committee qualifies as an independent director and possesses the requisite competence in accounting or auditing in satisfaction of the requirements for audit committees prescribed by the Companies Act 2014. A copy of the charter of the Audit Committee is available on our website, www.ingersollrand.com, under the heading “Company—Corporate Governance – Board Committees and Charters.”

	COMPENSATION COMMITTEE Meetings in 2017: 6 Members Tony L. White (Chair) Kirk E. Arnold John Bruton Jared L. Cohon Gary D. Forsee
			Key Functions
			●Establish our executive compensation strategies, policies and programs. ●Review and approve the goals and objectives relevant to the compensation of the Chief Executive Officer, evaluate the Chief Executive Officer’s performance against those goals and objectives and set the Chief Executive Officer’s compensation level based on this evaluation. The Compensation Committee Chair presents all compensation decisions pertaining to the Chief Executive Officer to the full Board of Directors. ●Approve compensation of all other elected officers. ●Review and approve executive compensation and benefit programs. ●Administer the Company’s equity compensation plans. ●Review and recommend significant changes in principal employee benefit programs. ●Approve and oversee Compensation Committee consultants.
	For a discussion concerning the processes and procedures for determining NEO and director compensation and the role of executive officers and compensation consultants in determining or recommending the amount or form of compensation, see “Compensation Discussion and Analysis” and “Compensation of Directors,” respectively. The Board of Directors has determined that each member of the Compensation Committee is “independent” as defined in the NYSE listing standards and the Company’s Corporate Governance Guidelines. In addition, the Board of Directors has determined that each member of the Compensation Committee qualifies as a “Non-Employee Director” within the meaning of Rule 16b-3 of the Securities Exchange Act of 1934 and an “outside director” within the meaning of Section 162(m) of the Code. A copy of the charter of the Compensation Committee is available on our website, www.ingersollrand.com, under the heading “Company—Corporate Governance – Board Committees and Charters.”

Ingersoll Rand 2018 Proxy Statement

Table of Contents

CORPORATE GOVERNANCE

	CORPORATE GOVERNANCE AND NOMINATING COMMITTEE Meetings in 2017: 6 Members Gary D. Forsee (Chair) Kirk E. Arnold John Bruton Jared L. Cohon Tony L. White
			Key Functions
			●Identify individuals qualified to become directors and recommend the candidates for all directorships. ●Recommend individuals for election as officers. ●Review the Company’s Corporate Governance Guidelines and make recommendations for changes. ●Consider questions of independence of directors and possible conflicts of interest of directors as well as executive officers. ●Take a leadership role in shaping the corporate governance of the Company. ●Oversee the Company’s sustainability efforts.
	The Board of Directors has determined that each member of the Corporate Governance and Nominating Committee is “independent” as defined in the NYSE listing standards and the Company’s Corporate Governance Guidelines. A copy of the charter of the Corporate Governance and Nominating Committee is available on our website, www.ingersollrand.com, under the heading “Company—Corporate Governance – Board Committees and Charters.”

	FINANCE COMMITTEE Meetings in 2017: 6 Members Ann C. Berzin (Chair) Linda P. Hudson Myles P. Lee Karen B. Peetz John P. Surma Richard J. Swift
			Key Functions
			●Consider and recommend for approval by the Board of Directors of (a) issuances of equity and/or debt securities; or (b) authorizations for other financing transactions, including bank credit facilities. ●Consider and recommend for approval by the Board of Directors the repurchase of the Company’s shares. ●Review cash management policies. ●Review periodic reports of the investment performance of the Company’s employee benefit plans.
	The Board of Directors has determined that each member of the Finance Committee is “independent” as defined in the NYSE listing standards and the Company’s Corporate Governance Guidelines. A copy of the charter of the Finance Committee is available on our website, www.ingersollrand.com, under the heading “Company—Corporate Governance – Board Committees and Charters.”

	EXECUTIVE COMMITTEE Meetings in 2017: 0 Members Michael W. Lamach (Chair) Ann C. Berzin Gary D. Forsee John P. Surma Richard J. Swift Tony L. White
			Key Functions
			●Aids the Board in handling matters which, in the opinion of the Chairman of the Board or Lead Director, should not be postponed until the next scheduled meeting of the Board (except as limited by the charter of the Executive Committee).
	The Board of Directors has determined that each member of the Executive Committee (other than Michael W. Lamach) is “independent” as defined in the NYSE listing standards and the Company’s Corporate Governance Guidelines. A copy of the charter of the Executive Committee is available on our website, www.ingersollrand.com, under the heading “Company—Corporate Governance – Board Committees and Charters.”

Table of Contents

CORPORATE GOVERNANCE

	TECHNOLOGY AND INNOVATION COMMITTEE Meetings in 2017: 2 Members Jared L. Cohon (Chair) Kirk E. Arnold John Bruton Gary D. Forsee Linda P. Hudson Richard J. Swift Tony L. White
			Key Functions
			●Reviews the Company’s technology and innovation strategy and approach, including its impact on the Company’s performance, growth and competitive position. ●Reviews with management technologies that can have a material impact on the Company, including product and process development technologies, manufacturing technologies and practices, and the utilization of quality assurance programs. ●Assists the Board in its oversight of the Company’s investments in technology and innovation, including through acquisitions and other business development activities. ●Reviews technology trends that could significantly affect the Company and the industries in which it operates. ●Assists the Board in its oversight of the Company’s technology and innovation initiatives. ●Oversees the direction and effectiveness of the Company’s research and development operations
	The Board of Directors has determined that each member of the Technology and Innovation Committee is “independent” as defined in the NYSE listing standards and the Company’s Corporate Governance Guidelines. A copy of the charter of the Technology and Innovation Committee is available on our website, www.ingersollrand.com, under the heading “Company—Corporate Governance – Board Committees and Charters.”

BOARD, COMMITTEE AND ANNUAL MEETING ATTENDANCE

The Board of Directors and its committees held the following number of meetings during the fiscal year ended December 31, 2017:

	Board	6
	Audit Committee	9
	Compensation Committee	6
	Corporate Governance and Nominating Committee	6
	Finance Committee	6
	Executive Committee	0
	Technology and Innovation Committee	2

All directors attended at least 75% or more of the total number of meetings of the Board of Directors and the committees on which he or she served during the year. The Company’s non-employee directors held six independent director meetings without management present during the fiscal year 2017. It is the Board’s general practice to hold independent director meetings in connection with regularly scheduled Board meetings.

The Company expects all Board members to attend the annual general meeting, but from time to time other commitments prevent all directors from attending the meeting. Nine of the ten members of our Board standing for re-election at the 2017 Annual General Meeting attended that meeting, which was held on June 8, 2017.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

Our Compensation Committee is composed solely of independent directors. During fiscal 2017, no member of our Compensation Committee was an employee or officer or former officer of the Company or had any relationships requiring disclosure under Item 404 of Regulation S-K. None of our executive officers has served on the board of directors or compensation committee of any other entity that has or has had one or more executive officers who served as a member of our Board or our Compensation Committee during fiscal 2017.

Ingersoll Rand 2018 Proxy Statement

Table of Contents

COMPENSATION OF DIRECTORS

DIRECTOR COMPENSATION

Our director compensation program is designed to compensate non-employee directors fairly for work required for a company of our size and scope and to align their interests with the long-term interests of our shareholders. The program reflects our desire to attract, retain and use the expertise of highly qualified people serving on the Company’s Board of Directors. Employee directors do not receive any additional compensation for serving as a director. Our 2017 director compensation program for non-employee directors consisted of the following elements:

Compensation Element	Compensation Value ($)
Annual Retainer (1/2 paid in cash and 1/2 paid in restricted stock units) *	285,000
Audit Committee Chair Cash Retainer	30,000
Compensation Committee Chair Cash Retainer	20,000
Corporate Governance and Nominating Committee Chair and Finance Committee Chair Cash Retainer	15,000
Executive Committee Chair Retainer	No retainer paid to the Chair
Technology and Innovation Committee Chair Retainer	7,500
Audit Committee Member Cash Retainer (other than Chair)	7,500
Lead Director Cash Retainer	50,000
Additional Meetings or Unscheduled Planning Session Fees **	2,500 (per meeting or session)

*	The number of restricted stock units granted is determined by dividing the grant date value of the award, $142,500 by the average of the high and low prices of the Company’s common stock on the date of grant. A director who retires, resigns or otherwise separates from the Company receives a pro-rata cash retainer payment for the quarter in which such event occurs based on the number of days elapsed since the end of the immediately preceding quarter.

**	The Board and the Compensation Committee, Corporate Governance and Nominating Committee and Finance Committee, each had 6 regularly scheduled meetings during 2017. The Audit Committee had 9 regularly scheduled meetings during 2017. The Technology and Innovation Committee had two regularly scheduled meetings during 2017. The Executive Committee meets on an as needed basis when directed by the Chairman or Lead Director.

The Corporate Governance and Nominating Committee periodically reviews the compensation level of our non-employee directors in consultation with the Committee’s independent compensation consultant, Korn Ferry Hay Group, Inc., and makes recommendations to the Board of Directors. Based on its most recent review, our Corporate Governance and Nominating Committee recommended certain changes to director compensation effective January 1, 2018, which were approved by our Board. These changes included an increase in the annual retainer to $305,000 with $142,500 of the retainer paid in cash and $162,500 paid in RSUs and an update to the director share ownership requirement to require five times the annual cash retainer paid to the directors rather than four times, both of which were effective as of January 1, 2018.

If our 2018 Incentive Stock Plan is approved by shareholders, the aggregate amount of stock-based and cash-based awards which may be granted to any non-employee director in respect of any calendar year, solely with respect to his or her service as a member of the Board of Directors, is limited to $1,000,000.

SHARE OWNERSHIP REQUIREMENT

To align the interests of directors with shareholders, the Board of Directors has adopted a share ownership requirement of five times the annual cash retainer paid to the directors. A director cannot sell any shares of Company stock until he or she attains such level of ownership and any sale thereafter cannot reduce the total number of holdings below the required ownership level. A director is required to retain this minimum level of Company share ownership until his or her resignation or retirement from the Board.

Table of Contents

COMPENSATION OF DIRECTORS

2017 DIRECTOR COMPENSATION

The compensation paid or credited to our non-employee directors for the year ended December 31, 2017, is summarized in the table below. Ms. Arnold and Ms. Peetz did not serve as directors in 2017.

Name	Fees earned or paid in cash ($) ^(a)	Equity / Stock Awards ($) ^(b)	All Other Compensation ($) ^(c)	Total ($)
A. C. Berzin	172,500	142,536	15,808	330,844
J. Bruton	142,500	142,536	854	285,890
E. L. Chao ^(d)	12,271	–	–	12,271
J.L. Cohon	152,500	142,536	21,013	316,049
G.D. Forsee	165,000	142,536	9,815	323,116
C.J. Horner ^(d)	129,011	–	23,040	152,051
L. P. Hudson	150,000	142,536	135	292,671
M. P. Lee	150,000	142,536	1,593	294,129
J.P. Surma	172,500	142,536	21,013	336,049
R.J. Swift	202,500	142,536	15,092	365,648
T.L. White	162,500	142,536	19,032	325,678

(a)

The amounts in this column represent the following: annual cash retainer, the Committee Chair retainers, the Audit Committee member retainer, the Lead Director retainer, and the Board, Committee and other meeting or session fees and cash fees paid in lieu of equity for Ms. Horner who retired at the June 8, 2017 Annual General Meeting:

Name

Cash
Retainer
($)

Cash Paid in
Lieu of Equity
for Retiring
Director
($)

Committee
Chair Retainer
($)

Audit
Committee
Member
Retainer
($)

Lead Director
Retainer Fees
($)

Board,
Committee and
Other Meeting
or Session Fees
($)

Total Fees
earned or
paid in cash
($)

A. C. Berzin

142,500

–

15,000

7,500

–

7,500

172,500

J. Bruton

142,500

–

142,500

E. L. Chao

12,271

–

12,271

J.L. Cohon

142,500

–

7,500

–

2,500

152,500

G.D. Forsee

142,500

–

15,000

–

7,500

165,000

C.J. Horner

66,920

62,091

–

129,011

L. P. Hudson

142,500

–

7,500

–

150,000

M. P. Lee

142,500

–

7,500

–

150,000

J.P. Surma

142,500

–

30,000

–

172,500

R.J. Swift

142,500

–

7,500

50,000

2,500

202,500

T.L. White

142,500

–

20,000

–

162,500

(b)

Represents RSUs awarded in 2017 as part of each director’s annual retainer. The amounts in this column reflect the aggregate grant date fair value of RSU awards granted for the year under Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 718 and do not reflect amounts paid to or realized by the directors. For a discussion of the assumptions made in determining the ASC 718 values see Note 12, “Share-Based Compensation,” to the Company’s consolidated financial statements contained in its 2017 Form 10-K.

Ingersoll Rand 2018 Proxy Statement

Table of Contents

COMPENSATION OF DIRECTORS

(c)	Includes (i) benefits in kind (spousal travel, meals, non-board related activities and gifts) in connection with the June 2017 board meeting and (ii) payment of Irish taxes on the benefits in kind:

Name	Benefits in Kind ($) ^(a)	Payment of taxes on Benefits in Kind ($) ^(b)	Total ($) ^(b)
A. C. Berzin	8,220	7,588	15,808
J. Bruton	854	–	854
J.L. Cohon	10,927	10,086	21,013
G.D. Forsee	5,104	4,711	9,815
C.J. Horner ^(d)	11,981	11,059	23,040
L. P. Hudson	70	65	135
M. P. Lee	1,593	–	1,593
J.P. Surma	10,927	10,086	21,013
R.J. Swift	7,848	7,244	15,092
T.L. White	9,897	9,135	19,032

(d)

Ms. Chao resigned from the Board on January 31, 2017 in connection with her appointment as Secretary of the United States Department of Transportation. Ms. Horner resigned from the Board on June 8, 2017, the date of our 2017 Annual General Meeting in accordance with our Corporate Governance Guidelines due to her attaining the age of 75 prior to such meeting.

COMPENSATION OF DIRECTORS

For each non-employee director, the following table reflects all unvested RSU awards at December 31, 2017:

Name	Number of Unvested RSUs
A. C. Berzin	1,620
J. Bruton	1,620
E. L. Chao	–
J.L. Cohon	1,620
G.D. Forsee	1,620
C.J. Horner	–
L. P. Hudson	1,620
M. P. Lee	1,620
J.P. Surma	1,620
R.J. Swift	1,620
T.L. White	1,620

Table of Contents

COMPENSATION DISCUSSION AND ANALYSIS

The Compensation Discussion and Analysis (“CD&A”) set forth below provides an overview of our executive compensation philosophy and the underlying programs, including the objectives of such programs, as well as a discussion of how awards are determined for our Named Executive Officers (“NEOs”). These NEOs include our Chairman and Chief Executive Officer (“CEO”), our Chief Financial Officer (“CFO”), and our three most highly compensated executive officers from the 2017 fiscal year other than the CEO and CFO. Two additional executive officers have been included as NEOs based on their compensation and their service as executive officers during 2017. The NEOs are:

Named Executive Officers		Title
Mr. Michael W. Lamach		Chairman and Chief Executive Officer
Ms. Susan K. Carter		Senior Vice President and Chief Financial Officer
Mr. David S. Regnery		Executive Vice President
Ms. Marcia J. Avedon, Ph.D.		Senior Vice President, Human Resources, Communications and Corporate Affairs
Ms. Maria C. Green		Senior Vice President and General Counsel
Mr. Didier P. M. Teirlinck, Ph.D.		Strategic Advisor, former Executive Vice President, Climate Segment
Mr. Robert G. Zafari		Retired Strategic Advisor, former Executive Vice President, Industrial Segment

This discussion and analysis is divided into the following sections:

I. Executive Summary

II. Compensation Philosophy and Design Principles

III. Factors Considered in the Determination of Target Total Direct Compensation

IV. Role of the Committee, Independent Advisor, and Committee Actions

V. Compensation Program Descriptions and Compensation Decisions

VI. Other Compensation and Tax Matters

I. EXECUTIVE SUMMARY

Ingersoll Rand is a world leader in the creation of comfortable, sustainable and efficient environments. Our people and our family of brands – including Ingersoll-Rand, Trane, Thermo King and Club Car – work together to enhance the quality and comfort of air in homes and buildings, transport and protect food and perishables, and increase industrial productivity and efficiency. We continue to develop, mature and implement our business operating system throughout the company to consistently deliver top quartile growth, margin improvement, EPS growth and Cash Flow.

2017 FINANCIAL RESULTS

The following table documents the enterprise financial results realized in 2017 relative to our executive incentive compensation performance targets established for the period:

Metric	Performance ⁽¹⁾
Revenue	Adjusted Annual Revenue of $13.985 billion, which is 102% of adjusted target and an increase of 5.2% over 2016
Operating Income	Adjusted Operating Income of $1.700 billion, which is 98% of adjusted target and an increase of 7.2% over 2016
Operating Income Margin	Adjusted Operating Income Margin of 12.15%, which is 0.21 percentage points less than target and an increase of 0.22 percentage points over 2016
Cash Flow	Adjusted Cash Flow of $1.282 billion, which is 114% of target and a decrease of 31% from 2016
3-Year EPS Growth	3-year adjusted EPS growth (2015 - 2017) of 16.35%, which ranks at the 95th percentile of the companies in the S&P 500 Industrials Index
3-Year TSR	3-year TSR (2015-2017) of 44.71%, which ranks at the 52nd percentile of the companies in the S&P 500 Industrials Index

Ingersoll Rand 2018 Proxy Statement

Table of Contents

COMPENSATION DISCUSSION AND ANALYSIS

(1)

We report our financial results in our annual report on Form 10-K and our quarterly reports on Form 10-Q in accordance with generally accepted accounting principles (“GAAP”). Our financial results described above for Revenue, Operating Income, Operating Income Margin, Cash Flow and 3-Year EPS Growth have been adjusted to exclude the impact of certain non-routine and other items as permitted by our incentive plans and approved by the Committee and are non-GAAP financial measures. These metrics and the related performance targets and results are relevant only to our executive compensation program and should not be used or applied in other contexts. For a description of how the metrics above are calculated from our GAAP financial statements, please see “Annual Incentive Matrix (’AIM’) - Determination of Payout” with respect to AIM payments and “Long Term Incentive Program (‘LTI’) – 2015 - 2017 Performance Share Units Payout” with respect to PSP awards.

●	Based on our 2017 results for Revenue, Operating Income, Operating Income Margin and Cash Flow, achievement under the Annual Incentive Matrix (“AIM”) financial score was 117.74% of target for the Enterprise. At the Segment level, 2017 AIM financial score payout levels were 94.60% of target for the Climate Segment and 186.78% of target for the Industrial Segment.
●	Based on our average EPS growth rate of 16.35% and a total shareholder return (“TSR”) of 44.71% during the 2015 to 2017 performance period, Performance Share Units (“PSUs”) under our Performance Share Program (“PSP”) achievement was 153.5% of target.

OTHER 2017 ACHIEVEMENTS

The company:

●	Successfully completed several acquisitions in 2017 including GPSi Holdings, LLC, a leading technology provider of cloud-based technology solutions for fleet managers in various transportation markets, including golf; CALMAC, a company specializing in cool energy technologies; and Thermocold Construzioni, a privately held Italian company that manufactures and distributes heating, ventilating and air-condition systems and solutions in Europe. These acquisitions deepen our capabilities in delivering exceptional customer value.
●	Continued to significantly reduce the greenhouse gas emissions of our products and operations, while also convening industry leaders to develop long-term solutions aimed at solving global climate challenges.
●	Joined the CEO Action for Diversity and Inclusion, which focuses on a commitment to advance diversity and inclusion in the workplace as well as the Paradigm for Parity coalition, whose goal is to bring gender parity to corporate leadership structures by 2030.
●	Continued to be recognized for performance in the areas of climate change, employee engagement, environmental stewardship, human rights and philanthropy. Examples of this recognition included:
	-	Being named as one of the 100 best corporate citizens for the fourth year in a row in Corporate Responsibility Magazine;
	-	For the fifth consecutive year, recognized by Fortune Magazine as one of the most-admired companies;
	-	For the second year in a row, being awarded a perfect score in workplace equality on the Human Rights Campaign Foundation’s equality index;
	-	Our Chairman and CEO was named as the inaugural recipient of a Sustaining Leadership Award by the University of South Carolina’s Darla Moore School of Business. The award recognizes CEOs who deliver superior financial, social and reputational performance, and demonstrate a profound commitment to developing future organizational leadership;
	-	For the third consecutive year, named to the FTSE4Good equity index, which measures companies with strong environmental stewardship, human rights and corporate governance; and,
	-	Maintained the company listing on the Dow Jones Sustainability World and North America Indices, for the seventh consecutive year—the longest consecutively listed industrial in both indices.
●	In addition, for the fifth consecutive year, improved our employee engagement as we sought meaningful ways to enhance the working lives of our employees, which translates into improved commitment to the company’s core values and mission. Our overall employee engagement score positions us well into the top quartile of all companies globally.
●	Continued to increase our dividend, delivering on our strategy to provide value to our shareholders. In 2017 our dividend increased by 12.5%.

Table of Contents

COMPENSATION DISCUSSION AND ANALYSIS

EXECUTIVE COMPENSATION PROGRAM OVERVIEW

The Compensation Committee (the “Committee”) has adopted executive compensation programs with a strong link between pay and the achievement of short-term and long-term Company goals. The primary elements of the executive compensation programs are:

Total Direct Compensation

Element ⁽¹⁾		Objective of Element
Base Salary		Fixed cash compensation.
Annual Incentive Matrix (“AIM”)		Variable cash incentive compensation. Any award earned is based on performance measured against pre-defined annual revenue, Operating Income, cash flow and Operating Income Margin percent objectives, as well as individual performance measured against pre-defined objectives.
Long-Term Incentives (“LTI”)		Variable long-term incentive compensation. Performance is aligned with the Company’s stock price and is awarded in the form of stock options, restricted stock units (“RSUs”) and PSUs. PSUs for performance periods beginning prior to 2018 are only payable if the Company’s EPS growth and TSR relative to companies in the S&P 500 Industrials Index exceed threshold performance. PSUs granted after January 1, 2018 are only payable if the Company’s CROIC growth and TSR relative to companies in the S&P 500 Industrials Index exceed threshold performance.

(1)	See Section V, “Compensation Program Descriptions and Compensation Decisions”, for additional discussion of these elements of compensation.

As illustrated in the charts below, the Committee places significant emphasis on variable compensation AIM and LTI so that a substantial percentage of each NEO’s target total direct compensation is contingent on the successful achievement of the Company’s short-term and long-term performance goals.

Chairman and CEO		Other NEOs
2017 Compensation Mix		2017 Compensation Mix
(Target Total Direct Compensation)		(Target Total Direct Compensation)

2017 COMMITTEE ACTIONS

The Committee took the following actions during 2017:

●	Made a recommendation to the full Board, which they subsequently approved, to adopt an annual advisory vote on Executive Compensation;
●	Reviewed and approved a revised peer group to be used to benchmark executive compensation levels and plan design in 2018.

Ingersoll Rand 2018 Proxy Statement

Table of Contents

COMPENSATION DISCUSSION AND ANALYSIS

GOOD GOVERNANCE PRACTICES

In addition to the actions taken in 2017, various good governance practices are in place at the company, including:

●	Diversified metrics for our AIM and PSP programs to align with business strategies and shareholder interests;
●	Incentive awards are tied to the achievement of rigorous pre-determined and measurable performance objectives;
●	Significant emphasis is placed on variable compensation (AIM and LTI) in designing our compensation mix;
●	Regular compensation reviews are conducted, and we are committed to fair and competitive pay for our employees and the avoidance of discrimination against any protected class or individual;
●	A claw-back/recoupment policy and robust stock ownership requirements are maintained for our executives;
●	No tax gross-ups for any change-in-control agreement entered into after May of 2009 are provided. Only 4 of our 17 officers had a tax gross-up provision in an agreement entered into with such officer prior to May 2009;
●	Tally sheets are used to fully understand all elements of current and potential future compensation, which are reviewed by the Committee prior to making compensation decisions for the NEOs;
●	Re-pricing of equity awards is prohibited;
●	“Double-trigger” vesting for any cash payments under our change in control agreements is required;
●	Regular reviews of our executive compensation design to ensure it addresses business needs, shareholder interests and regulatory requirements are conducted; and,
●	A 2018 Incentive Stock Plan which includes additional good governance practices is being proposed for adoption. See Proposal 4 for more details.

CONSIDERATION OF 2017 ADVISORY VOTE ON EXECUTIVE COMPENSATION

The Committee regularly reviews the philosophy, objectives and elements of our executive compensation programs in relation to our short and long-term business objectives. In undertaking this review, the Committee considers the views of shareholders as reflected in their annual advisory vote on our executive compensation proposal. Shareholders voted 94.4% in favor of the company’s Advisory Approval of the Compensation of Our Named Executive Officers proposal at our 2017 annual general meeting. Based on the Committee’s review and the support our executive compensation programs received from shareholders, the Committee determined it would be appropriate to maintain the core elements of our executive compensation programs.

II. COMPENSATION PHILOSOPHY AND DESIGN PRINCIPLES

Our executive compensation programs are designed to enable us to attract, retain and focus the talent and energy of executive officers (including our NEOs) who are capable of meeting the Company’s current and future goals, most notably the creation of sustainable shareholder value. As we operate in an ever-changing environment, our Committee makes decisions with consideration of economic, technological, regulatory, investor and competitive factors as well as our executive compensation principles.

The design principles that govern our executive compensation programs are:

Business strategy alignment		Our executive compensation programs provide flexibility to align with changing Company or business strategies. The programs allow for individuals within the Company’s businesses to focus on specific financial measures to meet the short and long-term plans of the particular business for which they are accountable. It is not only possible but also desirable for certain leaders to earn substantial awards in years when their business outperforms against their annual operating plan. Conversely, if a business fails to meet its performance goals, that business’ leader may earn a lesser award than his or her peers in that year. To provide a balanced incentive, all executives have a significant portion of their compensation tied to Company performance.
Pay for performance		A strong pay for performance culture is paramount to our Company’s success. As a result, each executive’s target total direct compensation (“TDC”) is tied to performance of the Company, the applicable business, and individual goals. Company and business performance is measured against pre-established financial, operational and strategic objectives. Individual performance is measured against pre-established individual goals as well as demonstrated leadership competencies and behaviors consistent with our Company values. In addition, a portion of the long-term incentive is earned based upon earnings and shareholder value performance relative to peer companies.
Mix of short and long-term incentives		A proper mix between short and long-term incentives is important to encourage decision making that mitigates risk and balances the need to meet our Annual Operating Plan (“AOP”) objectives while also taking into account the long-term interests of the Company and its shareholders. The mix of pay, including short and long-term incentives, is determined by considering the Company’s pay for performance compensation philosophy and strategic objectives as well as competitive market practice.

Table of Contents

COMPENSATION DISCUSSION AND ANALYSIS

Internal parity		Each executive’s target TDC opportunity is proportionate with the responsibility, scope and complexity of his or her role within the Company. Thus, similar jobs are assigned similar target compensation opportunities.
Shareholder alignment		Our executive compensation programs align the interests of our executives with those of shareholders by rewarding key financial targets such as revenue growth, EPS, Cash Flow Return on Invested Capital (CROIC) growth and cash flow. These financial targets should correlate with both share price appreciation over time and the generation of cash flow for the company. In addition, our long-term incentives are tied to total shareholder returns, increases in value as share price increases, and the effective use of assets to generate cash flow. Other program requirements, including share ownership guidelines for executives and vesting schedules on equity awards further align executives’ and shareholder’s interests.
Market competitiveness		Compensation opportunities must serve to attract and retain high performing executives in a competitive environment for talent. Therefore, target TDC levels are set referencing applicable market compensation benchmarks with consideration of retention and recruiting demands in the industries and markets where we compete for business and executive talent. As a result, each executive’s target TDC may be above or below the market benchmark reference based on his or her experience, proficiency, performance and potential in performing the duties of his or her position in addition to the competitive market for that individual and his or her experience.

III. FACTORS CONSIDERED IN THE DETERMINATION OF TARGET TOTAL DIRECT COMPENSATION

Our Committee reviews and evaluates our executive compensation levels and practices against those companies of comparable revenue, industry and/or business fit with which we compete for executive talent. These reviews are conducted throughout the year using a variety of methods such as:

●	The direct analysis of the proxy statements of other diversified industrial companies (refer to peer group below),
●	A review of compensation survey data of other global, diversified industrial companies of similar size published by independent consulting firms,
●	A review of customized compensation survey data provided by independent consulting firms, and
●	Feedback received from external constituencies.

The Committee does not rely on a single source of information when making executive compensation decisions. Many of the companies included in these compensation surveys are also included in the S&P 500 Industrials Index referred to in our 2017 Form 10-K under the caption “Performance Graph.”

The Committee, with the assistance of its independent advisor, develops a peer group that it uses to evaluate executive compensation programs and levels. The 2017 peer group is comprised of the following eighteen global diversified industrial companies.

3M	Honeywell International	Pentair ⁽¹⁾
Cummins, Inc.	Illinois Tool Works	Rockwell Automation
Danaher Corp	Johnson Controls Inc.	Stanley Black & Decker
Dover	Paccar Inc.	TE Connectivity
Eaton plc	Parker Hannifin Corp	Textron
Emerson Electric	PPG Industries	Tyco International ⁽¹⁾

(1)

The peer group is reviewed annually and is updated periodically to ensure that it appropriately reflects the Company’s size, businesses and complexity. In August of 2017, Tyco International and Pentair plc were removed and Fortive Corporation was added. This revised peer group will be used in 2018 for benchmarking.

In assessing the relationship of CEO compensation to compensation of other executive officers (including our NEOs), the Committee considers overall organization structure and scope of responsibility and also reviews the NEOs’ compensation levels relative to the CEO and to one another. This ensures that the target TDC levels are set in consideration of internal pay equity as well as market references and each executive’s experience, proficiency, performance and potential in performing the duties of his or her role.

The Company conducted a thorough review of the market competitiveness of our executive pay and determined that target long-term incentive opportunities and overall compensation targets for certain executives were below market levels and not fully reflective of the competency that they bring to their roles. Consequently, the Committee approved some increases in 2018 target long-term incentives to set total compensation targets at appropriate market levels. These adjusted long-term incentive targets better reflect the particular executives’ value to the Company and in the marketplace. These increases are summarized in the “2018 Compensation Decisions” section.

Ingersoll Rand 2018 Proxy Statement

Table of Contents

COMPENSATION DISCUSSION AND ANALYSIS

IV. ROLE OF THE COMMITTEE, INDEPENDENT ADVISOR AND COMMITTEE ACTIONS

Our Committee, which is composed solely of independent directors, oversees our compensation plans and policies, administers our equity-based programs and reviews and approves all forms of compensation relating to our executive officers, including the NEOs.

The Committee exclusively decides the compensation elements and the amounts to be awarded to our CEO. Our CEO does not make any recommendations regarding his own compensation and is not informed of these awards until the decisions have been finalized. Our CEO makes compensation recommendations related to our other NEOs and executive officers. The Committee considers these recommendations when approving the compensation elements and amounts to be awarded to our other NEOs.

Our Committee is responsible for reviewing and approving amendments to our executive compensation and benefit plans. In addition, our Committee is responsible for reviewing our major broad-based employee benefit plans and making recommendations to our Board of Directors for significant amendments to, or termination of, such plans. The Committee’s duties are described in the Committee’s Charter, which is available on our website at www.ingersollrand.com.

Our Committee has the authority to retain an independent advisor for the purpose of reviewing and providing guidance related to our executive compensation and benefit programs. The Committee is directly responsible for the compensation and oversight of the independent advisor. For 2017, the Committee continued to engage Korn Ferry Hay Group, Inc. (“Hay Group”) to serve as its independent compensation advisor. Hay Group also provided the Corporate Governance and Nominating Committee with advice on director compensation matters. The Committee determined that Hay Group is independent and does not have a conflict of interest. In making this determination, the Committee considered the factors adopted by the New York Stock Exchange with respect to independence and conflicts of interest.

V. COMPENSATION PROGRAM DESCRIPTIONS AND COMPENSATION DECISIONS

The following table provides a summary of the elements, objectives, risk mitigation factors and other key features of our TDC program. Each of these elements is described in detail below:

Element

Objective of Element including
Risk Mitigation Factors

Key Features Relative to NEOs

Base Salary

To provide a sufficient and stable source of cash compensation.

To avoid encouraging excessive risk-taking by ensuring that an appropriate level of cash compensation is not variable.

Adjustments are determined by the Committee based on an evaluation of the NEO’s proficiency in fulfilling his or her responsibilities, as well as performance against key objectives and behaviors.

Base salary represents only 10% of the CEO’s target total direct compensation and only 21%, on average, for the other NEOs.

Annual Incentive Matrix (“AIM”) Program

To serve as an annual cash award tied to the achievement of pre-established performance objectives.

Structured to take into consideration the unique needs of the various businesses.

Amount of compensation earned cannot exceed a maximum payout of 200% of individual target levels and is also subject to a claw-back in the event of a financial restatement.

Each NEO has an AIM target expressed as a percentage of base salary. Targets are set based on the compensation levels of similar jobs in comparable companies, as well as on the NEO’s experience and proficiency level in performing the duties of the role.

Actual AIM payouts are dependent on business and enterprise financial and individual performance. The financial metrics used to determine the awards for 2017 were Revenue, Operating Income, and Cash Flow, modified (up or down) based on Operating Income Margin performance.

AIM represents 16% of the CEO’s target total direct compensation and 19%, on average, for the other NEOs.

Table of Contents

COMPENSATION DISCUSSION AND ANALYSIS

Element

Objective of Element including
Risk Mitigation Factors

Key Features Relative to NEOs

Performance Share
Program (“PSP”)

To serve as a long-term incentive to outperform, on a relative basis, companies in the S&P 500 Industrials Index.

To promote long-term strategic focus and discourage an overemphasis on attaining short-term goals.

Amount earned cannot exceed a maximum payout of 200% of individual target levels and is also subject to a claw-back in the event of a financial restatement.

Performance share units (“PSUs”) granted under the PSP are earned over a 3-year performance period.

The number of PSUs earned is based on relative TSR and relative EPS growth compared to companies within the S&P 500 Industrials Index (with equal weight given to each metric) for awards granted through 2017. Beginning in 2018, the number of PSUs earned is based on relative TSR and relative CROIC growth compared to companies within the S&P 500 Industrials Index (with equal weight given to each metric.)

Actual value of the PSUs earned depends on our share price at the time of payment.

PSUs represent 37% of the CEO’s target total direct compensation and 30%, on average, for the other NEOs.

Stock Options /
Restricted Stock Units
(“RSUs”)

Aligns the interests of the NEOs and shareholders.

Awards provide a balance between performance and retention.

Awards are subject to a claw-back in the event of a financial restatement.

Stock options and RSUs are granted annually, with stock options having an exercise price equal to the fair market value of ordinary shares on the date of grant.

Both stock options and RSUs typically vest ratably over three years, at a rate of one-third per year.

Stock options expire on the day immediately preceding the 10th anniversary of the grant date (unless employment terminates sooner).

A balanced mix of stock options and RSUs represent 37% of the CEO’s target total direct compensation and 30%, on average, for the other NEOs.

Ingersoll Rand 2018 Proxy Statement

Table of Contents

COMPENSATION DISCUSSION AND ANALYSIS

BASE SALARY

The table below reflects the base salary adjustments for the NEOs for the 2017 performance period. When determining base salary adjustments, each NEO is evaluated based on their position to the market for their job and on the results achieved and the behaviors demonstrated.

(dollar amounts annualized)	2016 ($)	2017 ($)	Percentage Change (%)
M. W. Lamach	1,300,000	1,350,000	3.8%
S. K. Carter	695,000	720,000	3.6%
D. Regnery ⁽¹⁾	500,000	700,000	40%
M. J. Avedon	600,000	625,000	4.2%
M. C. Green	525,000	550,000	4.8%
D. P. M. Teirlinck	700,000	725,000	3.6%
R. G. Zafari	570,000	590,000	3.5%

(1)	Mr. Regnery was promoted on September 5, 2017 to the position of Executive Vice President. The percentage change shown above represents a 4+% increase he received in April 2017 as part of the regular merit cycle as well as a 35+% increase at the time of his promotion.

ANNUAL INCENTIVE MATRIX (“AIM”)

The AIM program is an annual cash incentive program designed to reward NEOs for Revenue growth, increases in Operating Income, the delivery of strong Cash Flow and individual contributions to the Company. We believe that our AIM design provides participants with clarity as to how they can earn a cash incentive based on strong performance relative to each metric. The Committee establishes a target award for each NEO that is expressed as a percentage of base salary. Individual AIM payouts are calculated as the product of a financial performance score and an individual performance score, both of which are based on achievement relative to pre-established performance objectives adopted by the Committee. Individual AIM awards are calculated by multiplying individual AIM targets by an AIM Payout Percentage calculated as illustrated below:

Financial Score: Core Financial Metrics	x	Multiplier	=	Adjusted Financial Score (0% to 200%)	x	Individual Performance Score (0% to 150%)	=	AIM Payout Percentage (0% to 200%)
1/3 Revenue 1/3 Operating Income 1/3 Cash Flow		Operating Margin Percent		Financial Score x Multiplier		Performance against Individual Objectives		Adjusted Financial Score x Individual Performance Score

Regardless of performance, AIM payouts for a NEO cannot exceed an established percentage of Operating Income from continuing operations. See discussion of the Senior Executive Performance Plan (“SEPP”).

Financial Performance

AIM incentive opportunity is tied to pre-established goals for three equally-weighted performance metrics (“Core Financial Metrics”): Revenue, Operating Income, and Cash Flow. These metrics align with the Company’s objectives to profitably grow the businesses, and improve margins through operational efficiency. Threshold performance for each metric must be achieved in order for any incentive to be payable for that metric. The financial AIM payout is the sum of the calculated payout percentage for each metric, adjusted by an Operating Income Margin percentage multiplier (“Multiplier”), which can range from 85% to 115%.

The Committee retains the authority to adjust the Company’s reported financial results for the impact of changes in accounting principles, extraordinary items and unusual or non-recurring gains or losses, including significant differences from the assumptions contained in the financial plan upon which the incentive targets were established. Adjustments to reported financial results are intended to better reflect an executive’s actual performance results, align award payments with decisions which support the plan and strategies, avoid unintended inflation or deflation of awards due to unusual or non-recurring items in the applicable period, and emphasize the Company’s preference for long-term and sustainable growth.

Table of Contents

COMPENSATION DISCUSSION AND ANALYSIS

2017 AIM financial executive compensation performance goals for the NEOs are summarized in the following table:

	Pre-Established Financial Targets ($ in millions) *
	Revenue	Operating Income	Cash Flow	Payout as % of Target **	Operating Income Margin	Operating Income Margin Multiplier **
Enterprise
Threshold	$13,019.5	$1,524.6	$899.8	30%	11.71%	85%
Target	$13,704.7	$1,694.0	$1,124.8	100%	12.36%	100%
Maximum	$14,389.9	$1,863.4	$1,349.8	200%	12.95%	115%
Climate Segment
Threshold	$10,288.2	$1,442.3	$1,371.0	30%	14.02%	85%
Target	$10,829.7	$1,602.6	$1,713.8	100%	14.80%	100%
Maximum	$11,371.2	$1,762.9	$2,056.6	200%	15.50%	115%
Industrial Segment
Threshold	$2,731.3	$288.1	$248.1	30%	10.55%	85%
Target	$2,875.0	$320.1	$310.1	100%	11.13%	100%
Maximum	$3,018.8	$352.1	$372.1	200%	11.66%	115%

*	Reflects the financial goals for the Enterprise and segments to which incentive opportunity for our 2017 NEOs was tied.
**	Results are interpolated between performance levels.

For 2017 AIM purposes, Mr. Lamach, Ms. Carter, Ms. Avedon and Ms. Green were measured on the basis of the Enterprise financial metrics. Mr. Regnery was measured on a combination of Enterprise, Segment and Commercial HVAC North America and EMEA business unit objectives. Messrs. Teirlinck and Zafari were measured based on a combination of Enterprise financial objectives (50% weighting) and their respective 2017 Segment financial objectives (50% weighting).

The table below summarizes 2017 performance relative to performance targets and corresponding 2017 AIM payout levels.

($ in millions)	Financial Targets	Adjusted Financial Performance	Payout as a % of Target	Aggregate Payout as % of Target	Operating Income Margin Multiplier	AIM Financial Score for 2017
Enterprise
Revenue	$13,704.7	$13,985.2	141%	138.10%	95.15%	117.74% *
Operating Income	$1,694.0	$1,699.7	103%
Cash Flow	$1,124.8	$1,282.3	170%
Operating Income Margin	12.36%	12.15%	N/A
Climate Segment
Revenue	$10,829.7	$11,030.8	137%	106.36%	92.50%	94.60% *
Operating Income	$1,602.6	$1,589.5	94%
Cash Flow	$1,713.8	$1,653.3	88%
Operating Income Margin	14.80%	14.41%	N/A
Industrial Segment
Revenue	$2,875.0	$2,954.4	155%	185.07%	115.00%	186.78% *
Operating Income	$320.1	$366.6	200%
Cash Flow	$310.1	$459.1	200%
Operating Income Margin	11.13%	12.41%	N/A

*	Committee Discretion applied to final AIM Financial Scores – (13.66%) Enterprise; (3.78%) Climate; (13.22%) Industrial.

Ingersoll Rand 2018 Proxy Statement

Table of Contents

COMPENSATION DISCUSSION AND ANALYSIS

Individual Performance

Individual objectives are established annually and include strategic initiatives as well as financial and non-financial metrics. Each NEO is evaluated based upon actual results against established measures and our leadership competencies. At the end of the fiscal year, the CEO evaluates each NEO’s overall performance against individual objectives and submits a recommendation to the Committee. The Committee evaluates the CEO’s performance against individual objectives. Based on its evaluation of the CEO, and the CEO’s recommendation for other NEOs, the Committee determines the individual performance score for each NEO, which can range from 0% to 150%.

In determining the individual factor for each NEO’s AIM award, the Committee considered pre-established individual performance objectives, including the following:

●	Execution of identified key growth initiatives and the development of strategic organizational growth capabilities.
●	Successful achievement of milestones to further implement operational excellence, the business operating system, and sustainability initiatives.
●	Successful integration of strategic acquisitions.
●	Accomplishments to further implement the information technology strategy and system launches.
●	Improvements in employee engagement, talent development, retention, and diversity.

Determination of Payout

The actual AIM payout is determined by multiplying the NEO’s target award by the financial performance score and multiplying that result by the individual performance score. AIM payouts cannot exceed 200% of the target award. If the overall AIM payout score is less than 30%, no award is payable. In that event, the CEO, with approval from the Committee, may establish a discretionary pool (equal to 30% of the target payout levels) for top performers and/or other deserving employees in an amount determined to be appropriate based on their performance against objectives. Performance targets are established and results are measured against financial metrics that have been adjusted from our GAAP results as described below.

2017 AIM Revenue, Operating Income and Cash Flow performance goals were set based on 2017 financial plans that had anticipated a challenging year. As the year progressed, the Company experienced business conditions that were generally more favorable than anticipated, and as a result, the Committee used its discretion to adjust performance results for these three metrics downward. In addition, the 2017 financial plans were set using foreign exchange rates (“FX”) in effect at the time that the plans were established as well as projected FX rates over the course of 2017. During the year, there was an unanticipated and unintended favorable impact on business results and AIM payout levels to plan. The Committee used its discretion to adjust performance results to reflect exchange rates used in setting 2017 performance goals. This resulted in downward adjustments to Operating Income and Cash Flow (Revenue is adjusted through the plan design). In addition, certain businesses significantly underspent their 2017 Capital Expenditures budget resulting in overly favorable Cash Flow and to a lesser degree Operating Income performance. The Committee again used their discretion to adjust performance results for both these metrics accordingly. The result of these downward adjustments was a lower AIM payout.

The Committee also approved adjustments to 2017 performance results for AIM purposes at the enterprise and segment levels to a) offset the impact of costs associated with acquisition and divestiture activity and b) exclude unplanned costs associated with natural disasters in order to bring facilities back to normal operations and provide support to employees. These events and related financial impact had not been contemplated when the 2017 performance goals and plans were determined. In addition, the financial impact of certain contracts were excluded from 2017 performance results as those contracts had been excluded from 2017 goals when they were established.

All of the above financial adjustments were also reviewed with the Audit Committee prior to approval by the Compensation Committee.

The Committee approved the following AIM awards for NEOs based on achieving both the 2017 financial and individual objectives:

Name	AIM Target	AIM Financial Score for 2017	Individual Performance Score	AIM Award for 2017
M. W. Lamach	160% of $1,350,000	117.74%	105%	$2,670,000
S. K. Carter	100% of $720,000	117.74%	100%	$847,728
D. S. Regnery	$507,814 ⁽¹⁾	99.74%	100%	$506,493
M. J. Avedon	85% of $625,000	117.74%	105%	$656,768
M. C. Green	80% of $550,000	117.74%	100%	$518,056
D. P. M. Teirlinck	95% of $725,000	106.17%	100%	$731,246
R. G. Zafari	85% of $590,000	152.26%	100%	$763,584

(1)	Mr. Regnery’s AIM target was prorated to reflect time in both his prior position and current position during 2017.

Table of Contents

COMPENSATION DISCUSSION AND ANALYSIS

LONG-TERM INCENTIVE PROGRAM (“LTI”)

Our long-term incentive program is comprised of stock options, RSUs and PSUs. This mix of equity-based awards aligns the executives’ interests with the interests of our shareholders from the perspectives of stock price appreciation and relative performance. This approach enables us to develop and implement long-term strategies that we believe are in the best interest of shareholders.

Stock Options/Restricted Stock Units

We grant our NEOs an equal mix of stock options and RSUs. Our Committee believes that this mix provides an effective balance between performance and retention for our NEOs and conserves share usage under our incentive stock plan. Stock options are considered “at risk” since there is no value unless the stock price appreciates during the term of the option period. RSUs, on the other hand, provide stronger retentive value because they have value even if our stock price does not grow during the restricted period. Our Committee annually reviews our equity mix and grant policies to ensure they are aligned with our pay for performance philosophy, our executive compensation objectives and the interests of our shareholders.

Stock option and RSU targets are expressed in dollars. The dollar target is converted to a number of shares based on the fair market value of the Company’s shares on the date that the award is granted.

Both stock options and RSUs generally vest ratably, one third per year, over a three year period following the grant. Dividend equivalents are accrued on outstanding RSU awards at the same time and at the same rate as dividends are paid to shareholders. Dividend equivalents on RSUs are only payable if the underlying RSU award vests. At the time of vesting, one ordinary share is issued for each RSU and any accrued dividend equivalents are paid in cash.

Performance Share Program (“PSP”)

Our PSP is an equity-based incentive compensation program that provides our NEOs and other key executives with an opportunity to earn PSUs based on the Company’s performance relative to the companies in the S&P 500 Industrials Index. PSUs granted through 2017 are earned over a 3-year performance period based equally on our relative EPS growth (from continuing operations) and relative TSR as compared to the companies within the S&P 500 Industrials Index. The actual number of PSUs earned for grants made in 2017 (which can range from 0% to 200% of target) is based on the following thresholds:

Ingersoll Rand’s Performance Relative to the Companies within the S&P 500 Industrials Index		2017 – 2019 Measurement Period % of Target PSUs Earned *
< 25^thPercentile		0%
25^thPercentile		25%
50^thPercentile		100%
≥ 75^thPercentile		200%

*	Results are interpolated between percentiles achieved.

The NEOs’ PSP target awards, expressed as a dollar amount, are set in consideration of competitive long-term incentive market values for executives in our peer group with similar roles and responsibilities and our mix of long-term incentives. The dollar target is converted to share equivalent PSUs based on the fair market value of the Company’s shares on the date that the award is granted. The number of PSUs earned is based on relative TSR and relative EPS growth compared to companies within the S&P 500 Industrials Index (with equal weight given to each metric).

●	EPS growth is measured as the average of the annual EPS growth in each of the three years of the performance cycle. EPS provides a clear line of sight linking an executive’s actions to specific business goals and the results necessary to reach those goals.
●	TSR is measured as the total stock price appreciation and dividends earned during the three years of the performance cycle. To prevent an anomalous short-term change in stock price from having an inappropriate and outsized impact on payout levels, a 30-day average stock price at the beginning and ending periods is used. TSR provides a tool for measuring performance among peers.

Beginning in 2018, the number of PSUs earned is based on relative TSR and relative CROIC growth compared to companies within the S&P 500 Industrials Index (with equal weight given to each metric).

●	CROIC is measured by dividing Free Cash Flow by a combination of gross fixed assets (Plant, Property & Equipment) plus Working Capital (Accounts and Notes Receivable plus Inventory less Accounts and Notes Payable).

Ingersoll Rand 2018 Proxy Statement

Table of Contents

COMPENSATION DISCUSSION AND ANALYSIS

Our Committee retains the authority and discretion to make downward adjustments to the calculated PSP award payouts or not to grant any award payout regardless of actual performance. EPS is calculated in accordance with GAAP, subject to adjustments for unusual or infrequent items; the impact of any change in accounting principles; goodwill and other intangible asset impairments; and gains or charges associated with discontinued operations or through the acquisition or divestiture of a business. As a result, expense for outstanding PSP awards is recorded using the fixed accounting method.

Dividend equivalents are accrued on outstanding PSU awards at the same time and at the same rate as dividends paid to shareholders. Dividend equivalents are only paid upon vesting of the number of PSUs actually earned and vested. Dividend equivalents are payable in cash at the time the associated PSUs are distributed unless the NEO elected to defer the PSUs into our executive deferred compensation plan, in which case the dividend equivalents are also deferred.

2017 EQUITY AWARDS

In 2017, the Committee approved the PSU, stock option and RSU awards based on its evaluation of market competitiveness and each NEO’s sustained individual performance and demonstrated potential to impact future business results. The values in the table below reflect equity-based awards approved by the Committee. These values differ from the corresponding values reported in the Summary Compensation Table and the Grants of Plan-Based Awards Table due to different methodologies used in assigning the economic value of equity-based awards required for accounting and proxy statement reporting purposes. The Committee makes equity award decisions based on grant date expected value while the accounting and proxy statement values are determined in accordance with GAAP requirements. The difference between the two methodologies is most significant for the PSU awards which are earned, in part, based on TSR performance relative to the S&P 500 Industrials Index over a three-year performance period which requires valuations to take into account the expected payout distribution from 0-200% of target for accounting and proxy statement purposes.

Name	Stock Option Award ($)	RSU Award ($)	Target Value 2017-19 PSU Award ($)
M. W. Lamach	2,437,500	2,437,500	4,875,000
S. K. Carter	607,500	607,500	1,215,000
D. S. Regnery ⁽¹⁾	236,250	236,250	300,000
M. J. Avedon	386,250	386,250	772,500
M. C. Green	360,000	360,000	720,000
D. P. M. Teirlinck	621,250	621,250	1,242,500
R. G. Zafari	340,000	340,000	680,000

(1)	Mr. Regnery was granted additional equity on October 3, 2017 as part of his promotion to Executive Vice President. He was granted an RSU Award valued at $1,000,000 and a PSU Award for the 2018-2020 performance period valued at $1,000,000.

2015 – 2017 PERFORMANCE SHARE UNITS PAYOUT

As discussed above, PSUs for the three-year 2015 - 2017 performance period were earned based on the Company’s EPS growth (from continuing operations) and TSR performance relative to all of the companies in the S&P 500 Industrials Index.

●	EPS growth is measured as the average of the annual EPS growth in each of the three years of the performance cycle. The rate of EPS growth was 16.35% for the 2015 to 2017 period, which ranked at the 95th percentile of the companies in the S&P 500 Industrials Index.

●	TSR is measured as the total stock price appreciation plus dividends earned during the three years of the performance cycle. To account for stock price volatility, a 30-day average stock price at the beginning and ending periods is used. TSR was 44.71% for the 2015 to 2017 period, which ranked at the 52nd percentile of the companies in the S&P 500 Industrials Index.

PSUs for the 2015 to 2017 performance cycle achieved 153.5% of target levels as summarized in the table below.

Performance Metric	Ingersoll Rand Performance	Percentile Rank	Metric Payout	Weighting	Payout Level
Relative EPS Growth	16.35%	95^th	200%	50%	100%
Relative TSR	44.71%	52^nd	107%	50%	53.5%
		Total Award Payout Percentage:			153.5%

Table of Contents

COMPENSATION DISCUSSION AND ANALYSIS

2018 COMPENSATION DECISIONS

The Committee annually reviews the total direct compensation for each NEO and, using its discretion based on its compensation philosophy and design principles, may revise such compensation. For 2018, the Committee has set the base salary and target AIM award for each NEO as follows:

Name ⁽¹⁾	Base Salary ($)	Change From 2017	Target AIM Award
M. W. Lamach	1,350,000	N/A	160%
S. K. Carter	740,000	2.8%	100%
D. S. Regnery	740,000	5.7%	100%
M. J. Avedon	650,000	4.0%	85%
M. C. Green	570,000	3.6%	80%
D. P. M. Teirlinck	725,000	N/A	95%

(1)	Mr. Zafari retired in January of 2018.

The Committee and the Company have been considering using a return based metric in the PSP for the last several years. In February of 2018, our Committee approved the replacement of EPS with CROIC in our PSP program. Therefore, for PSP awards granted in 2018, relative TSR and CROIC will be the two metrics used, with each metric weighted equally. CROIC is considered a reliable return-based performance metric because it excludes non-revenue generated assets (e.g. Goodwill and Intangible Assets) and focuses PSU performance on the balance sheet and returns generated from revenue-generating assets. In addition, CROIC is not significantly impacted by company-specific capital structures, making it a comparable metric across companies in a peer group.

The Committee established the following target long-term incentives including PSU awards for the 2018 - 2020 performance period and granted the following stock option and RSU awards for each NEO in 2018:

Name ⁽¹⁾	Target 2018 Long-Term Incentive Value ($) ⁽²⁾	Shares Underlying Stock Option Awards (#) ⁽³⁾	RSU Shares (#) ⁽⁴⁾	Target 2018-20 PSU Shares (#) ^{(4) (5)}
M. W. Lamach	9,750,000	166,383	27,063	54,125
S. K. Carter	2,680,000	45,734	7,439	14,878
D. S. Regnery	2,000,000	34,130	5,552	11,103
M. J. Avedon	1,680,000	28,669	4,664	9,327
M. C. Green	1,480,000	25,256	4,108	8,216
D. P. M. Teirlinck	2,485,000	42,407	6,898	13,795

(1)	Mr. Zafari retired in January 2018.

(2)	The target long-term incentive value is delivered 25% in stock options, 25% in RSUs and 50% in PSUs. These target values reflect increases made in 2018 to better reflect the particular executive’s value to the Company and in the marketplace.

(3)	The number of stock options was determined based on the Black-Scholes ratio on December 31, 2017 and the fair market value of our ordinary shares on the date of grant.

(4)	The number of RSUs and target PSUs were determined using the fair market value of our ordinary shares on the date of grant.

(5)	Beginning with the 2018 awards, PSUs are earned based on relative TSR and relative CROIC (both metrics will have an equal weighting of 50% each).

VI. OTHER COMPENSATION AND TAX MATTERS

RETIREMENT PROGRAMS AND OTHER BENEFITS

We maintain qualified and nonqualified defined benefit pension plans for our employees, including the NEOs, to provide for fixed benefits upon retirement based on the individual’s age and number of years of service. These plans include the Pension Plan, the Supplemental Pension Plans and our supplemental executive retirement plans (the Elected Officer Supplemental Pension (“EOSP”) or the Key Management Supplemental Pension (“KMP”) programs). Refer to the Pension Benefits table and accompanying narrative for additional details on these programs.

Ingersoll Rand 2018 Proxy Statement

Table of Contents

COMPENSATION DISCUSSION AND ANALYSIS

We offer a qualified defined contribution (401(k)) plan called the Ingersoll-Rand Company Employee Savings Plan (the “ESP”) to our salaried and non-union hourly U.S. workforce, including the NEOs. The ESP is a plan that provides a dollar-for-dollar Company match on the first six percent of the employee’s eligible compensation that the employee contributes to the ESP. The ESP has a number of investment options and is an important component of our retirement program.

We also have a nonqualified defined contribution plan. The Ingersoll-Rand Company Supplemental Employee Savings Plan (the “Supplemental ESP”) is an unfunded plan that makes up matching contributions that cannot be made to the ESP due to Internal Revenue Code limitations. Supplemental ESP balances are deemed to be invested in the funds selected by the NEOs, which are the same funds available in the ESP, except for a self-directed brokerage account, which is not available in the Supplemental ESP.

In June 2012, our Board of Directors approved significant changes to our broad-based, qualified retirement programs with the intent to move employees from a combined defined benefit/defined contribution approach to a fully defined contribution plan approach over time. Employees active prior to July 1, 2012 were given a choice between continuing to participate in the defined benefit plan until December 31, 2022, or moving to an enhanced version of the ESP effective January 1, 2013. Employees hired or rehired on or after July 1, 2012 were automatically covered under the enhanced version of the ESP. Under the enhanced version of the ESP, employees will receive a basic employer contribution equal to two percent of eligible compensation in addition to the Company’s matching contribution while ceasing to accrue benefits under the defined benefit plan (employees of our Club Car business are generally not eligible for the basic employer contribution). Effective as of December 31, 2022, accruals in the tax-qualified defined benefit plan will cease for all employees. The Committee approved corresponding changes to the applicable nonqualified defined benefit and contribution pension plans. Additional details on the changes can be found in the narrative accompanying the Pension Benefits table.

Our Ingersoll Rand Executive Deferred Compensation Plan (the “EDCP Plan I”) and the Ingersoll Rand Executive Deferred Compensation Plan II (the “EDCP Plan II” and, together with the EDCP Plan I, the “EDCP Plans”) allow eligible employees to defer receipt of a part of their annual salary, AIM award and/or PSP award in exchange for investments in ordinary shares or mutual fund investment equivalents. Refer to the Nonqualified Deferred Compensation table for additional details on the EDCP Plan.

We provide an enhanced, long-term disability plan to certain executives. The plan supplements the broad-based group plan and provides an additional monthly maximum benefit if the executive elects to purchase supplemental coverage under the group plan. It has an underlying individual policy that is portable when the executive terminates.

In light of the enactment of Section 409A of the Code as part of American Jobs Creation Act of 2004, “mirror plans” for several of our nonqualified plans, including the Ingersoll-Rand Supplemental Pension Plan (“Supplemental Pension Plan I”) and the EDCP I, were created. The mirror plans are the Ingersoll-Rand Supplemental Pension Plan II (“Supplemental Pension Plan II” and, together with the Supplemental Pension Plan I, the “Supplemental Pension Plans”) and the EDCP II. The purpose of these mirror plans is not to provide additional benefits to participants, but merely to preserve the tax treatment of the plans that were in place prior to December 31, 2004. In the case of the Supplemental Plans, the mirror plan benefits are calculated by subtracting the original benefit value to avoid double-counting the benefit. For the EDCP Plans, balances accrued through December 31, 2004 are maintained separately from balances accrued after that date.

We provide our NEOs with other benefits that we believe are consistent with prevailing market practice and those of our peer companies. These other benefits and their incremental cost to the Company are reported in “All Other Compensation” shown in the Summary Compensation Table.

SEVERANCE ARRANGEMENTS

In connection with external recruiting of certain officers, we generally enter into employment arrangements that provide for severance payments upon certain termination events, other than in the event of a change in control (which is covered by separate agreements with the officers). Mr. Lamach, Ms. Carter and Ms. Avedon have such arrangements. In 2012, we adopted a Severance Plan, amended outstanding award agreements and adopted new equity award agreements to provide certain employees, including our NEOs, with certain benefits in the event of a termination of employment without cause or for good reason under a Major Restructuring (as defined in the Post-Employment Section below). Although we do not have a formal severance policy for our executives (other than in the event of a Major Restructuring), we do have guidelines that in most cases would provide for severance in the event of termination without cause. The severance payable under employment agreements for Mr. Lamach, Ms. Carter and Ms. Avedon and the benefits available in connection with a Major Restructuring and under the severance guidelines are further described in the Post-Employment Benefits section of the proxy statement.

Table of Contents

COMPENSATION DISCUSSION AND ANALYSIS

CHANGE-IN-CONTROL PROVISIONS

We have entered into change-in-control agreements with our NEOs. Payments are subject to a “double trigger”, meaning that payments would be received only if an officer is terminated without cause or resigns for “good reason” within two years following a change in control. We provide change-in-control agreements to our NEOs to focus them on the best interests of shareholders and assure continuity of management in circumstances that reduce or eliminate job security and might otherwise lead to accelerated departures. Our 2013 incentive stock plan provides for the accelerated vesting of outstanding stock awards in the event of a change in control of the Company only for awards issued through June 7, 2018. Outstanding PSUs would be prorated based on the target for the actual days worked during the applicable performance period. Under the proposed 2018 Stock Plan, subject to approval of the shareholders at the annual meeting to be held in June, time-based awards will only vest and become exercisable or payable, as applicable, on a change in control if they are not assumed, substituted or otherwise replaced in connection with the change in control. If the awards are assumed or continued after the change in control, the Committee may provide that such awards will be subject to automatic vesting acceleration upon a participant’s involuntary termination within a designated period following the change in control. Further, under the proposed 2018 Stock Plan, PSUs will automatically vest upon a change in control of our Company, based on (a) the target level, pro-rated to reflect the period the participant was in service during the performance period or (b) the actual performance level attained, in each case, as determined by the Committee. Refer to the Post-Employment Benefits section of this proxy statement for a more detailed description of the change-in-control provisions.

TAX AND ACCOUNTING CONSIDERATIONS

Section 162(m) of the Code generally imposes a limit of $1,000,000 on the amount that we may deduct for federal income tax purposes in any one year for compensation paid to certain of our senior executive officers, including some of our NEOs. Historically, this deduction limitation did not apply to compensation that was “performance-based” within the meaning of Section 162(m), and we have designed some of our compensation arrangements in a manner intended to allow us to utilize this performance-based exception. However, we have authorized compensation payments that may not be deductible when, in our judgment, such payments are appropriate and in the best interests of the Company, taking into consideration changing business conditions and the performance of our employees. For 2017, we considered the application of Section 162(m) in awarding compensation to our NEOs, and designed many of the variable compensation awards granted to our covered executives (e.g., AIM, PSP and stock options) in a manner intended to qualify as performance-based compensation. However, as a result of the elimination of the performance-based compensation enacted at the end of 2017, subject to certain “grandfathering” rules, beginning in 2018, the Company will no longer be permitted to take deductions for performance-based compensation payable to our executive officers covered by Section 162(m). Notwithstanding this, we plan to continue to monitor developments and assess alternatives for preserving the deductibility of compensation payments and benefits to the extent reasonably practicable in light of the changes to Section 162(m). However, as in the past, we will continue to weigh the loss of any deduction under Section 162(m) against the need to maintain compensation programs that are intended to attract and retain our senior executive officers and provide them with compensation that encourages the creation of long-term shareholder value, consistent with our compensation philosophy and make determinations that we believe are in the best interests of the Company and its shareholders.

Further, in determining our variable compensation programs, we consider other tax and accounting implications of particular forms of compensation, such as the implications of Section 409A of the Code governing deferred compensation arrangements and favorable accounting treatment afforded certain equity based plans that are settled in shares. Although we consider the tax and accounting consequences of our compensation programs, the forms of compensation we utilize are determined primarily by their effectiveness in creating maximum alignment with our key strategic objectives and the interests of our shareholders.

SENIOR EXECUTIVE PERFORMANCE PLAN (“SEPP”)

The SEPP is a shareholder approved plan that funds the annual cash incentive awards that may be granted to each of the NEOs. Under the SEPP, the maximum amount of cash incentive that can be paid to the CEO is 0.6% of Consolidated Operating Income from Continuing Operations (as defined in the SEPP) and the maximum amount of cash incentive that can be paid to any other covered executive is 0.3% of Consolidated Operating Income from Continuing Operations. Our Committee generally exercises its discretion to pay less than the maximum amount to the NEOs, after considering the factors described in the AIM Program.

TIMING OF AWARDS

The Committee generally grants our regular annual equity awards after the annual earnings release. The grant date is never selected or changed to increase the value of equity awards for executives.

Ingersoll Rand 2018 Proxy Statement

Table of Contents

COMPENSATION DISCUSSION AND ANALYSIS

CLAW-BACK/RECOUPMENT POLICY

To further align the interests of our employees and our shareholders, we have a claw-back/recoupment policy to ensure that any fraud or intentional misconduct leading to a restatement of our financial statements would be properly addressed. The policy provides that if it is found that an employee committed fraud or engaged in intentional misconduct that resulted, directly or indirectly, in a need to restate our financial statements, then our Committee has the discretion to direct the Company to recover all or a portion of any cash or equity incentive compensation paid or value realized, and/or to cancel any stock-based awards or AIM award granted to an employee on or after the effective date of the policy. Our Committee may also request that the Company seek to recover any gains realized on or after the effective date of the policy for equity or cash awards made prior to that date (including AIM, stock options, PSUs and RSUs). Application of the claw-back/recoupment policy is subject to a determination by our Committee that: (i) the cash incentive or equity compensation to be recouped was calculated on, or its realized value affected by, the financial results that were subsequently restated; (ii) the cash incentive or equity award would have been less valuable than what was actually awarded or paid based on the application of the correct financial results; and (iii) the employee to whom the policy applied engaged in fraud or intentional misconduct. This policy will be revised if required under the Dodd-Frank Act if and when final regulations implementing the claw-back policy requirements of that law have been adopted.

SHARE-OWNERSHIP GUIDELINES

We impose share ownership requirements on each of our officers. These share ownership requirements are designed to emphasize share ownership by our officers and to further align their interests with our shareholders. Each officer must achieve and maintain ownership of ordinary shares or ordinary share equivalents at or above a prescribed level. The requirements are as follows:

Position	Number of Active Participants as of the Record Date	Individual Ownership Requirement (Shares and Equivalents ⁽¹⁾)
Chief Executive Officer	1	120,000
Executive Vice Presidents	1	50,000
Senior Vice Presidents	8	30,000
Corporate Vice Presidents	7	15,000

(1)

When designing the 2018 Incentive Stock Plan we elected to change our ownership requirements to be more in line with market competitiveness and also to take into consideration our stock price. The Compensation Committee reserves the right to make future adjustments if there is significant appreciation or depreciation in our stock price or if market practices change. The revised requirements are shown in the table above.

Based on the closing price on the record date of $82.76, this equates to an ownership requirement of approximately 7 times for the CEO, 6 times for the EVP, and close to 4 times for the Senior Vice Presidents. These ownership requirements have either been met or are on track to be met based on the time allowed to achieve the guidelines. Our CEO is almost at 20 times base salary, our EVP (who was just recently promoted to this position and who has five years to achieve the guideline) is at almost 5 times base salary and our SVPs who were NEOs during 2017 are at almost 10 times base salary.

Our share-ownership program requires the accumulation of ordinary shares (or ordinary share equivalents) over a five-year period following the date the person becomes subject to share-ownership requirements at the rate of 20% of the required level each year. Executives who are promoted, and who have their ownership requirement increased, have three years to achieve the new level from the date of promotion. Given the significant increase in the ownership requirement for an individual who is promoted to CEO, EVP or SVP, those individuals have five years from the date of the promotion to achieve the new level. Ownership credit is given for actual ordinary shares owned, deferred compensation that is invested in ordinary shares within our EDCP Plan, ordinary share equivalents accumulated in our qualified and nonqualified employee savings plans as well as unvested RSUs. Stock options, SARs and unvested PSUs do not count toward meeting the share-ownership target. If executives fall behind their scheduled accumulation level during their applicable accumulation period, or if they fail to maintain their required level of ownership after their applicable accumulation period, their right to exercise stock options will be limited to “buy and hold” transactions and any shares received upon the vesting of RSU and PSU awards must be held until the required ownership level is achieved. As of the Record Date, all of our executives subject to the share-ownership guidelines were in compliance with these requirements.

Table of Contents

COMPENSATION COMMITTEE REPORT

We have reviewed and discussed with management the Compensation Discussion and Analysis contained in this Proxy Statement. Based on our review and discussion, we recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement as well as the Company’s Annual Report on Form 10-K for the year ended December 31, 2017.

	COMPENSATION COMMITTEE
	Tony L. White (Chair)
	Kirk E. Arnold
	John Bruton
	Jared L. Cohon
	Gary D. Forsee

Ingersoll Rand 2018 Proxy Statement

Table of Contents

SUMMARY OF REALIZED COMPENSATION

The table below is a summary of the compensation actually realized by our CEO for 2017, 2016 and 2015. This information is intended as a supplement to and not as a substitute for the information shown on the Summary Compensation Table. The information required to be shown on the Summary Compensation Table includes elements of compensation that may or may not actually be realized by the NEOs at a future date. We believe this table enhances our shareholders’ understanding of our CEO’s compensation.

Year	Salary ($)		Performance-based Cash Compensation ($) ⁽¹⁾		Equity Compensation ($) ⁽²⁾		Other Compensation ($) ⁽³⁾		Total Realized Compensation ($)
2017		$1,337,500		$2,500,000		$22,582,904		$426,458		$26,846,862
2016		$1,300,000		$2,020,000		$17,343,821		$369,310		$21,033,131
2015		$1,287,500		$2,048,200		$23,865,069		$377,312		$27,578,081

(1)	Represents the AIM award paid in the applicable year and earned in the immediately previous year.
(2)	Represents amount realized upon the exercise of stock options and the vesting of RSUs and PSUs, before payment of applicable withholding taxes and brokerage commissions, and includes the value of dividend equivalents paid on such awards. For 2017, this includes the following amounts from stock options exercised, RSUs vesting and PSUs earned:

	Value Realized		Total Shareholder Return (“TSR”) Over the Period Outstanding ^*
Stock Options Exercised:
February 16, 2010 Grant		$2,520,165	TSR for 2010 - 2017 was 211%
February 14, 2011 Grant		$6,180,343	TSR for 2011 - 2017 was 135%
Restricted Stock Unit Vesting:
February 25, 2014 Grant		$1,040,399	TSR for 2014 - 2017 was 53%
February 3, 2015 Grant		$903,586	TSR for 2015 - 2017 was 47%
February 10, 2016 Grant		$1,289,121	TSR for 2016 - 2017 was 67%
Total:		$3,233,106
Performance Stock Units Earned:
2014-2016 Performance Period		$10,112,585	TSR for 2014 - 2016 was 28%

*	TSR calculated using closing stock price at the beginning and end of each period.
(3)	Represents the amounts imputed as income under applicable IRS rules and regulations.

Table of Contents

EXECUTIVE COMPENSATION

The following table provides summary information concerning compensation paid by the Company or accrued on behalf of our NEOs for services rendered during the years ended December 31, 2017, 2016 and 2015.

SUMMARY COMPENSATION TABLE

Name and Principal Position	Year	Salary ($) ^(a)	Bonus ($)	Stock Awards ($) ^(b)	Option Awards ($) ^(c)	Non- Equity Incentive Plan Compensation ($) ^(d)	Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) ^(e)	All Other Compensation ($) ^(f)	Total ($)
M. W. Lamach Chairman and Chief Executive Officer	2017	1,337,500	–	8,099,505	2,432,076	2,670,000	3,696,297	562,498	18,797,876
	2016	1,300,000	–	7,445,074	2,280,485	2,500,000	2,355,506	491,249	16,372,314
	2015	1,287,500	–	7,860,622	2,241,176	2,020,000	3,390,703	481,598	17,281,599
S. K. Carter Senior Vice President and Chief Financial Officer	2017	713,750	–	2,018,720	606,157	847,728	463,244	160,707	4,810,306
	2016	690,000	–	1,567,450	480,108	817,862	297,243	147,270	3,999,933
	2015	669,750	–	1,657,199	472,474	686,887	270,747	143,413	3,900,470
D. S. Regnery	2017	573,571	–	2,712,014	235,724	506,493	1,457,972	118,477	5,604,251
Executive Vice President
M. J. Avedon Senior Vice President, Human Resources, Communications and Corporate Affairs	2017	618,750	–	1,283,512	385,392	656,768	750,984	114,669	3,810,075
	2016	593,750	–	940,470	288,068	600,158	612,582	101,691	3,136,719
	2015	570,000	–	1,019,759	290,761	497,357	633,107	100,193	3,111,177
M. C. Green Senior Vice President and General Counsel	2017	543,750	–	1,196,270	359,211	518,056	–	136,635	2,753,922
M. C. Green Senior Vice President and General Counsel	2016	525,000	500,000	979,656	300,066	494,248	–	80,820	2,879,790
D. P. M. Teirlinck Former Executive Vice President, Climate Segment	2017	718,750	–	2,064,386	619,880	731,246	869,706	168,622	5,172,590
	2016	696,250	–	1,449,891	444,096	814,718	861,907	158,243	4,425,105
	2015	677,500	–	1,487,163	424,016	680,801	1,132,731	135,778	4,537,989
R. G. Zafari Former Executive Vice President, Industrial Segment	2017	585,000	–	1,129,909	339,252	763,584	388,788	706,727	3,913,260
	2016	570,000	–	1,018,843	312,073	358,244	425,348	109,879	2,794,387
	2015	565,000	–	1,062,301	302,865	212,923	609,249	95,904	2,848,242

(a)	Pursuant to the EDCP Plan, a portion of a participant’s annual salary may be deferred into a number of investment options. In 2017, no NEOs elected to defer salary into the EDCP Plan.

Ingersoll Rand 2018 Proxy Statement

Table of Contents

EXECUTIVE COMPENSATION

(b)

The amounts in this column reflect the aggregate grant date fair value of PSU awards and any RSU awards granted for the year under Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 718 and do not reflect amounts paid to or realized by the NEOs. For a discussion of the assumptions made in determining the ASC 718 values see Note 12, “Share-Based Compensation,” to the Company’s consolidated financial statements contained in its 2017 Form 10-K. The ASC grant date fair value of the PSU award is spread over the number of months of service required for the grant to become non-forfeitable, disregarding any adjustments for potential forfeitures. In determining the aggregate grant date fair value of the PSU awards, the awards are valued assuming target level performance achievement. The table below includes the maximum grant date value of the 2017-2019 PSU awards for the persons listed and for Mr. Regnery the maximum grant date value of the 2017-2019 PSU award and his 2018-2020 PSU award that was granted in 2017. If the maximum level performance achievement is assumed, the aggregate grant date fair value of the PSU awards would be as follows:

	Name	Maximum Grant Date Value of PSU Awards ($)
	M. W. Lamach	11,323,991
	S. K. Carter	2,822,334
	D. S. Regnery	2,951,298
	M. J. Avedon	1,794,490
	M. C. Green	1,672,460
	D. P. M. Teirlinck	2,886,237
	R. G. Zafari	1,579,680

(c)	The amounts in this column reflect the aggregate grant date fair value of stock option grants for financial reporting purposes for the year under ASC 718 and do not reflect amounts paid to or realized by the NEOs. For a discussion of the assumptions made in determining the ASC 718 values see Note 12, “Share-Based Compensation,” to the Company’s consolidated financial statements contained in its 2017 Form 10-K. Please see “2017 Grants of Plan-Based Awards” and “Outstanding Equity Awards at December 31, 2017” for additional detail.
(d)	This column reflects the amounts earned as annual awards under the AIM program. Unless deferred into the EDCP Plan, AIM program payments are made in cash. In 2017, Mr. Regnery and Ms. Green elected to defer a percentage (60% and 10% respectively) of their AIM awards into the EDCP Plan. Amounts shown in this column are not reduced to reflect deferrals of AIM awards into the EDCP Plan.
(e)	Amounts reported in this column reflect the aggregate increase in the actuarial present value of the benefits under the qualified Ingersoll Rand Pension Plan Number One (the “Pension Plan”), Supplemental Pension Plans, the KMP and EOSP, as applicable. The change in pension benefits value is attributable to the additional year of service and age, the annual AIM award and any annual salary increase. Amounts are higher for those NEOs who are older and closer to retirement than for those who are younger and further from retirement since the period over which the benefit is discounted to determine its present value for an older NEO is shorter and the impact of discounting is therefore reduced. Ms. Green does not participate in any of these plans and therefore no value is shown for her.
	Other external factors, outside the influence of the plan design, also impact the values shown in this column. For all the NEOs, the amounts in this column for 2015 and 2016 were impacted by decreasing interest rates (rates for ten-year Constant Maturities for US Treasury Securities), which caused the value of the lump sum distributions under the EOSP and the KMP to increase. In addition, beginning in 2015, amounts for all NEOs were impacted by a change to the applicable mortality table as defined by the Internal Revenue Code that is used to estimate life expectancy.
	There was no above market interest earned by the NEOs in any year.
(f)	The following table summarizes the components of this column for fiscal year 2017:

Name	Company Contributions ($) ⁽¹⁾	Company Cost for Life Insurance ($)	Company Cost for Long Term Disability ($)	Retiree Medical Plan ($) ⁽²⁾	Tax Assistance ($) ⁽³⁾	Other Benefits ($) ⁽⁴⁾	Payment Associated With Retirement ($) ⁽⁵⁾	Total ($)
M. W. Lamach	230,250	3,450	1,285	–	119,975	207,538	–	562,498
S. K. Carter	122,529	3,328	2,262	–	–	32,588	–	160,707
D. S. Regnery	63,094	2,322	1,456	8,600	–	43,005	–	118,477
M. J. Avedon	73,134	2,838	1,824	–	–	36,873	–	114,669
M. C. Green	83,040	7,239	2,532	–	–	43,824	–	136,635
D. P. M. Teirlinck	92,008	5,148	2,528	–	4,094	64,844	–	168,622
R. G. Zafari	56,595	2,683	2,029	–	1,023	54,397	590,000	706,727

(1)	Represents Company contributions under the Company’s ESP and Supplemental ESP plans.
(2)	For Mr. Regnery, represents the estimated year-over-year increase in the value of the retiree medical plan, calculated based on the methods used for financial statement reporting purposes. Mr. Regnery is the only NEO eligible for the subsidized retiree medical plan upon retirement.
(3)	The amount for Mr. Lamach represents tax equalization payments related to Irish taxes owed on $315,000, which is the portion of his income that is allocated to his role as a director of the Company. Without these payments, Mr. Lamach would be subject to double taxation on this amount since he is already paying U.S. taxes on this income. The amounts for Messrs. Teirlinck and Zafari represent payments of taxes on their behalf related to Company contributions made to the Belgium social scheme.

Table of Contents

EXECUTIVE COMPENSATION

(4)	For Mr. Lamach, this amount includes the incremental cost to the Company of personal use of the Company aircraft (whether leased or owned) by the CEO. For security and safety reasons and to maximize his availability for Company business, the Board of Directors requires the CEO to travel on Company-provided aircraft for business and personal purposes, unless commercial travel is deemed a minimal security risk by the Company. The incremental cost to the Company of personal use of the aircraft is calculated: (i) by taking the hourly average variable operating costs to the Company (including fuel, maintenance, on board catering and landing fees) multiplied by the amount of time flown for personal use in the case of leased aircraft; and (ii) by multiplying the flight time by a variable fuel charge and the average fuel price per gallon and adding any ground costs such as landing and parking fees as well as crew charges for travel expenses in the case of the Company owned aircraft. Both methodologies exclude fixed costs that do not change based on usage, such as pilots’ and other employees’ salaries, management fees and training, hangar and insurance expenses. We impose an annual limit of $150,000 on the CEO’s non-business use of Company-provided aircraft. For 2017, the amount for Mr. Lamach includes $150,000 for personal use of Company-provided aircraft. Under the Company’s aircraft use policy, the Compensation Committee has determined that business use includes travel that is related to the Company’s business or benefits the Company, such as travel to meetings of other boards on which the CEO sits. For 2017, the amount for Mr. Lamach includes $22,915 for such business-related travel.
	These amounts also include: (i) the following incremental cost of the Company-leased cars, calculated based on the lease, insurance, fuel and maintenance costs to the Company: Mr. Lamach, $22,196; Ms. Carter $19,627; Mr. Regnery, $22,288; Mr. Teirlinck, $17,973; Mr. Zafari, $20,397; Ms. Avedon, $18,232; and Ms. Green, $22,447; (ii) the following costs for financial counseling services, which may include tax preparation and estate planning services: Mr. Lamach, $10,746; Ms. Carter $8,950; Mr. Regnery, $9,000; Mr. Teirlinck, $16,666; Mr. Zafari, $18,166; Ms. Avedon $9,135; and Ms. Green $7,500; (iii) the following costs for medical services provided through an on-site physician under the Executive Health Program: Mr. Lamach, $0; Ms. Carter, $3,985; Mr. Regnery, $3,493; Mr. Teirlinck, $3,503; Mr. Zafari, $3,805; Ms. Avedon $1,893 and Ms. Green, $3,691; (iv) the payments of $20,336 and $5,083 to permit Messrs. Teirlinck and Zafari to remain covered under the Belgium social scheme and have access to the country’s health plan should they return to Europe; (v) the following amount for product rebates that are available to all U.S. employees: Mr. Lamach, $1,655 ; and (vi) amounts for spousal travel costs to Ireland in connection with the June 2017 board meeting as well as the value of certain benefits in kind received while in Ireland i.e., non-board related tours and activities, gifts, non-board meeting related local transportation and, when applicable, spousal meals: Mr. Lamach, $26; Ms. Carter, $26, Mr. Regnery, $8,224; Ms. Avedon $7,613, Ms. Green, $10,186, Mr. Teirlinck, $6,366 and Mr. Zafari, $6,946.
(5)	Represents a payment made or accrued to Mr. Zafari in connection with his retirement from the company.

Ingersoll Rand 2018 Proxy Statement

Table of Contents

EXECUTIVE COMPENSATION

2017 GRANTS OF PLAN-BASED AWARDS

The following table shows all plan-based awards granted to the NEOs during fiscal 2017. This table is supplemental to the Summary Compensation Table and is intended to complement the disclosure of equity awards and grants made under non-equity incentive plans in the Summary Compensation Table.

Estimated Future Payouts
Under Non-Equity Plan Awards

Estimated Future Payouts
Under Equity Incentive Plan
Awards

All Other
Stock
Awards:
Number of
Shares of
Stock or
Units
(#) ^(c)

All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#) ^(c)

Exercise or
Base Price
of Option
Awards
($/Sh) ^(d)

Grant Date
Fair
Value of
Stock
and Option
Awards
($) ^(e)

Threshold

Target

Maximum

Threshold

Target

Maximum

Name

Grant Date

($) ^(a)

(#) ^(b)

M. W. Lamach

AIM

2/7/2017

648,000

2,160,000

4,320,000

–

PSUs (2017-19)

2/7/2017

–

15,196

60,782

121,564

–

5,661,995

Options

2/7/2017

–

180,958

80.205

2,432,076

RSUs

2/7/2017

–

30,391

–

2,437,510

S. K. Carter

AIM

2/7/2017

216,000

720,000

1,440,000

–

PSUs (2017-19)

2/7/2017

–

3,788

15,149

30,298

–

1,411,167

Options

2/7/2017

–

45,101

80.205

606,157

RSUs

2/7/2017

–

7,575

–

607,553

D. S. Regnery

AIM

2/7/2017

152,344

507,814

1,015,628

–

PSUs (2017-19)

2/7/2017

–

936

3,741

7,482

–

348,484

PSUs (2018-20)

10/3/2017

2,785

11,138

22,276

1,127,166

Options

2/7/2017

–

17,539

80.205

235,724

RSUs

2/7/2017

–

2,946

–

236,284

RSUs

10/3/2017

–

11,138

–

1,000,081

M. J. Avedon

AIM

2/7/2017

159,375

531,250

1,062,500

–

PSUs (2017-19)

2/7/2017

–

2,408

9,632

19,264

–

897,245

Options

2/7/2017

–