Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) On December 5, 2019, Susan K. Carter, Senior Vice President and Chief Financial Officer of Ingersoll-Rand plc (the "Company") announced her plans to retire in 2020 in conjunction with the close of the Reverse Morris Trust ("RMT") transaction with Gardner Denver Holdings, Inc. The announcement was included in a press release issued by the Company on December 10, 2019. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference.

(c) On December 5, 2019, the Board of Directors of the Company appointed Christopher J. Kuehn, age 47, as Senior Vice President and Chief Financial Officer of the Company effective upon the retirement of Ms. Carter and also in conjunction with the close of the RMT transaction. Mr. Kuehn currently serves as Vice President and Chief Accounting Officer, a position he has held since he joined the Company in June 2015. Mr. Kuehn will continue to serve as Principal Accounting Officer of the Company until a successor is announced. Mr. Kuehn previously served as Vice President, Corporate Controller & Chief Accounting Officer for Whirlpool Corporation, a global manufacturer and marketer of major home appliances, from April 2012 through May 2015, and as Chief Financial Officer, Thermal Equipment & Services Segment for SPX Corporation, a supplier of highly specialized, engineered solutions, from August 2008 through March 2012.

In connection with the appointment, Mr, Kuehn entered into an amended and restated employment agreement with the Company. Mr. Kuehn will receive a base salary of $680,000, his Annual Incentive Matrix Program target is set at 100% and his annual equity award target opportunity is set at $1,800,000. Mr. Kuehn is eligible to participate in other benefit programs available to the Company's executive officers.

Mr. Kuehn will also enter into a Change in Control Agreement with the Company. In the event of a change in control, Mr. Kuehn will receive a severance payment equal to two and one-half times his base salary plus his AIM target.

The foregoing summary of Mr. Kuehn's compensation is qualified in its entirety by reference to the complete employment agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated by reference.

Item 9.01 Financial Statements and Exhibits.

Exhibit Description



10.1      Employment Agreement of Christopher J. Kuehn

99.1      Press Release of Ingersoll-Rand plc, dated December 10, 2019.

104     Cover Page Interactive Data File (embedded within the Inline XBRL document)

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