Ingersoll Rand Inc.IR
Ingersoll Rand Inc. Stock Compensation Disclosure
Stock-Based Compensation Plans
The Company has outstanding stock-based compensation awards granted under the 2013 Stock Incentive Plan (“2013 Plan”) and the 2017 Omnibus Incentive Plan, (as amended by the First Amendment, dated April 27, 2021, “2017 Plan”). Following the Company’s initial public offering, the Company grants stock-based compensation awards pursuant to the 2017 Plan and ceased granting new awards pursuant to the 2013 Plan.
2017 Omnibus Incentive Plan
In May 2017, the Company’s Board approved the 2017 Plan, and in February 2020, the Company’s stockholders approved the amendment and restatement of the 2017 Plan. Under the terms of the Plan, the Company’s Board may grant up to 19.6 million stock based and other incentive awards. Any shares of common stock subject to outstanding awards granted under the Company’s 2013 plan that, after the effective date of the 2017 Plan, expire or are otherwise forfeited or terminated in accordance with their terms are also available for grant under the 2017 Plan. All stock options were granted to employees, directors and advisors with an exercise price equal to the fair value of the Company’s per share common stock at the date of grant. Stock option awards typically vest over four years or five years and expire ten years from the date of grant.
2013 Stock Incentive Plan
The Company adopted the 2013 Plan on October 14, 2013 as amended on April 27, 2015 under which the Company had the ability to grant stock-based compensation awards to employees, directors and advisors. The total number of shares available for grant under the 2013 Plan and reserved for issuance was 20.9 million shares. All stock options were granted to employees, directors and advisors with an exercise price equal to the fair value of the Company’s per share common stock at the date of grant. Stock option awards vested over either five years, four years, or three years with 50% of each award vesting based on time and 50% of each award vesting based on the achievement of certain financial targets.
Stock-Based Compensation Expense
Stock-based compensation expense for the years ended December 31, 2025, 2024 and 2023 was $53.0 million, $58.8 million and $51.9 million, respectively, and is included in “Cost of sales” and “Selling and administrative expenses” in the Consolidated Statements of Operations.
As of December 31, 2025, there was $98.9 million of total unrecognized compensation expense related to outstanding stock option, restricted stock unit and performance share unit awards granted to employees and non-employee directors, as well as 100,000 conditional stock options awarded during the third quarter of 2022 to our Chairman and CEO in which the service date precedes the grant date, and will be granted upon achievement of certain performance targets. These 100,000 stock options have not been included in the Stock Option Awards section below since the grant date has not occurred.
Stock Option Awards
A summary of the Company’s stock option activity for the year ended December 31, 2025 is presented in the following table (underlying shares in thousands).
| Shares | Weighted-Average Exercise Price (per share) | Wtd. Avg. Remaining Contractual Term (years) | Aggregate Intrinsic Value of In-The-Money Options (in millions) | ||||||||||||||||||||
| Outstanding at December 31, 2024 | 4,185 | $ | 43.33 | ||||||||||||||||||||
Granted | 700 | 83.15 | |||||||||||||||||||||
| Exercised or Settled | (454) | 33.76 | |||||||||||||||||||||
Forfeited | (104) | 78.33 | |||||||||||||||||||||
Expired | (13) | 85.72 | |||||||||||||||||||||
| Outstanding at December 31, 2025 | 4,314 | 49.83 | 5.3 | $ | 135.5 | ||||||||||||||||||
| Vested at December 31, 2025 | 2,765 | 34.60 | 3.7 | $ | 124.7 | ||||||||||||||||||
The per-share weighted average grant date fair value of stock options granted during the years ended December 31, 2025, 2024 and 2023 was $34.93, $38.97 and $25.28, respectively.
The intrinsic value of stock options exercised was $22.0 million, $114.8 million and $75.0 million during the years ended December 31, 2025, 2024 and 2023, respectively.
The following assumptions were used to estimate the fair value of options granted during the years ended December 31, 2025, 2024 and 2023.
| 2025 | 2024 | 2023 | |||||||||||||||
| Expected life of options (in years) | 6.3 - 7.5 | 6.3 - 7.5 | 6.3 - 7.5 | ||||||||||||||
| Risk-free interest rate | 3.8% - 4.2% | 3.7% - 4.3% | 3.8% - 4.6% | ||||||||||||||
| Assumed volatility | 34.0% - 34.3% | 34.9% - 35.2% | 35.6% - 36.6% | ||||||||||||||
| Expected dividend rate | 0.1% | 0.0% - 0.1% | 0.0% - 0.1% | ||||||||||||||
Restricted Stock Unit Awards
Restricted stock units are typically granted in the first quarter of the year to employees and non-employee directors based on the market price of the Company’s common stock on the grant date and recognized in compensation expense over the vesting period. In some instances, such as death, awards may vest concurrently with or following an employee’s termination.
A summary of the Company’s restricted stock unit activity for the year ended December 31, 2025 is presented in the following table (underlying shares in thousands).
| Shares | Weighted-Average Grant-Date Fair Value | ||||||||||
| Non-vested as of December 31, 2024 | 834 | $ | 73.00 | ||||||||
| Granted | 491 | 82.40 | |||||||||
| Vested | (334) | 63.87 | |||||||||
| Forfeited | (99) | 82.40 | |||||||||
| Non-vested as of December 31, 2025 | 892 | 80.55 | |||||||||
Performance Share Unit Awards (“PSUs”)
Annually, during the first quarter, the Company grants TSR PSUs to certain employees in which the number of shares issued at the end of the performance period is determined by the Company’s total shareholder return percentile rank versus the S&P 500 index for the three year performance period. The grant date fair value of these awards is determined using a Monte Carlo simulation pricing model and compensation cost is recognized straight-line over a three year period.
During the third quarter of 2022, the Company granted Special TSR PSUs to its Chairman and CEO under which the market condition is achieved on the first date during the five year performance period on which the sum of (i) the 60-day volume-weighted average closing price of the Company’s common stock, plus (ii) the cumulative value of any dividends paid during the five year performance period equals or exceeds $81.85. Vesting of this award is conditional upon the service condition even though the market condition was achieved prior to the end of the performance period. The grant date fair value of these awards was determined using a Monte Carlo simulation pricing model and compensation cost is recognized straight-line over a five year period. The Company also granted its Chairman and CEO Special EPS PSUs that are eligible to vest based on the level of compounded annual growth rate of the Company’s Adjusted EPS during the five year performance period. The grant date fair value of these awards is based on the market price of the Company’s common stock on the grant date and recognized as a compensation expense over a 4.3 year period, when it is probable the performance target will be met.
A summary of the Company’s performance stock unit activity for the year ended December 31, 2025 is presented in the following table (underlying shares in thousands).
| Shares | Weighted-Average Grant-Date Fair Value | ||||||||||
| Non-vested as of December 31, 2024 | 1,339 | $ | 54.28 | ||||||||
| Granted | 152 | 69.69 | |||||||||
| Change in units based on performance | 127 | 63.39 | |||||||||
| Vested | (255) | 63.39 | |||||||||
| Forfeited | (16) | 94.27 | |||||||||
| Non-vested as of December 31, 2025 | 1,347 | 54.67 | |||||||||
The following assumptions were used to estimate the fair value of performance share units granted during the year ended December 31, 2025, 2024 and 2023 using the Monte Carlo simulation pricing model.
| 2025 | 2024 | 2023 | |||||||||||||||
| Expected term (in years) | 2.4 - 2.8 | 2.8 | 2.9 | ||||||||||||||
| Risk-free interest rate | 3.6% - 4.0% | 4.5% | 4.4% | ||||||||||||||
| Assumed volatility | 28.2% - 28.6% | 28.9% | 31.8% | ||||||||||||||
| Expected dividend rate | 0.1 | % | 0.1 | % | 0.1 | % | |||||||||||
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.