Half a gold star…
Earlier this week, Ingersoll Rand (IR) filed this 8-K, which said that it was replacing old change-in-control agreements with its senior executives that expired on Dec. 1 with new ones "that decreased the value of the benefits" that the execs would receive following a change of control. That certainly sounded like something worthy of a rare footnoted.org gold star. But a bit more digging into earlier filings appears to indicate that while two executives would see a slight reduction in what they would otherwise receive — from three times salary and bonus to 2.5 times — the new agreements seemingly expand the number of top executives covered.
That’s because according to the proxy filed back in late April, only the five top execs appear to have change agreements. At least they’re the only ones mentioned specifically. That group includes Chairman and CEO Herbert Henkel, CFO Timothy McLevish, General Counsel Patricia Nachtigal, and Senior Vice Presidents Mike Lambach and Chris Vasiloff. But the new agreements include all senior vice presidents. A quick skim of IR’s top management page shows that there’s five additional senior vice presidents who presumably weren’t covered by CIC agreements before.
And now for all those last-minute gift-seekers out there: if you’re still looking for the perfect holiday gift for your favorite investor/SEC filings geek, I’m happy to send a signed copy of "Financial Fine Print" for a $40 donation to the site. If you’re interested, send me a note with the subject line "book" and the name of the person you’d like the book made out to.