Ingersoll Rand Announces Chief Financial Officer and General Counsel for New
SWORDS, Ireland -- April 15, 2013
Ingersoll-Rand plc (NYSE:IR) is pleased to announce that Patrick Shannon will
serve as senior vice president and chief financial officer, and Barbara
Santoro will serve as senior vice president and general counsel for the new,
standalone global security company to be created upon its separation from
Ingersoll Rand later this year.
On December 10th, Ingersoll Rand announced a plan to spin off its combined
commercial and residential security businesses, resulting in two standalone
companies: Ingersoll Rand, a world leader in creating comfortable, sustainable
and efficient environments through its industrial, transport refrigeration,
and heating, ventilation and air conditioning (HVAC) businesses; and the new
security company, a leading global provider of electronic and mechanical
security products and services, delivering comprehensive solutions to
commercial and residential customers. Ingersoll Rand expects the transaction,
which is intended to be tax free to shareholders, to be completed by the end
“Today’s announcement is an example of our commitment to ensure top-tier
talent for the new security company as it prepares to become an independent
public company,” said Michael W. Lamach, chairman and chief executive officer
for Ingersoll Rand. “Patrick and Barbara are both long-tenured Ingersoll Rand
executives who have demonstrated breadth and proficiency through their service
in a number of leadership roles with the company. They bring a passion for
customers, employees and the business. I am confident they will play critical
roles in the success of the new security company.”
As chief financial officer, Shannon will set the financial strategy, plans and
policies for the new security company. He will be a key member of the senior
management team and will provide counsel on the accounting, audit, financial
analysis, investor relations, tax and treasury functions to the executive
leadership team and the Board of Directors.
Shannon currently serves as vice president and treasurer for Ingersoll Rand.
Previously, he was vice president of audit services where he worked closely
with the audit committee of the Board of Directors and was instrumental in
directing Ingersoll Rand’s Enterprise Risk Management program.
Prior to audit services, Shannon served as vice president of finance and
information technology for Trane Commercial Systems, beginning in September
2008. That appointment followed his stewardship as vice president of strategy
and business development where he oversaw the company’s strategic planning
process, M&A activity and investor relations. From 2002 to 2005, he served as
vice president, finance for the Ingersoll Rand Construction Technologies
Before joining Ingersoll Rand, Shannon served as senior vice president and
chief financial officer for OneCoast Network Corporation. Before that, he was
senior vice president and chief financial officer for AGCO Corporation
(NYSE:AGCO). Shannon started his career with Arthur Andersen LLP.
He holds a bachelor of business administration degree from the University of
Georgia and a master of business administration degree from Mercer University,
Macon, Ga. He also is a certified public accountant.
As general counsel, Santoro will lead the strategy and execution of all legal
matters, including compliance, acquisitions and divestitures, securities,
corporate governance, commercial contracts, intellectual property, sales and
marketing, litigation, labor, employment and employee benefit law.
She was elected vice president of corporate governance and secretary of
Ingersoll Rand in December 2004.Before being named vice president, Santoro
served as deputy general counsel of transactions and assistant secretary.
Prior to being deputy general counsel, she served as assistant general counsel
for the company.
Santoro joined Ingersoll Rand in 1996.Before that, she served as associate
general counsel at Degussa Corporation and was an attorney at the law firms of
White & Case and Olwine, Connelly, Chase, O’Donnell and Weyher in New York.
Santoro received a bachelor of science degree from Arizona State University
and earned a juris doctor degree from Fordham University School of Law. She is
a member of the American Bar Association, the American Corporate Counsel
Association and the Society of Corporate Secretaries and Governance
Both Shannon and Santoro will be officers of the new company, reporting
directly to the chief executive officer and will be based in Carmel, Ind. The
chief executive officer is expected to be named in the coming months.
The $2 billion new security company’s market-leading commercial and
residential solutions include electronic and biometric access control systems;
time-and-attendance and personnel scheduling systems; mechanical locks;
portable home security systems; and mechanical and electronic security
products, such as door closers, exit devices, architectural hardware, and
steel doors and frames.
This news release includes “forward-looking statements,” which are statements
that are not historical facts, including, but not limited to, statements that
relate to our intent to create two independent companies as a result of the
proposed spin-off, the tax-free nature of the proposed spin-off, and the
timing of the transaction. The forward-looking statements in this news release
are based on current expectations and assumptions that are subject to risks
and uncertainties, many of which are outside of our control, and could cause
results to materially differ from expectations. Such risks and uncertainties,
include, but are not limited to: our ability to timely obtain, if ever,
necessary regulatory approvals or to satisfy any of the other conditions to
the proposed spin-off; adverse effects on the market price of our ordinary
shares and on our operating results because of our inability to timely
complete, if ever, the proposed spin-off; our ability to fully realize the
expected benefits of the proposed spin-off; negative effects of announcement
or consummation of the proposed spin-off on the market price of the company’s
ordinary shares; significant transaction costs and/or unknown liabilities;
general economic and business conditions that affect the companies in
connection with the proposed spin-off; unanticipated expenses such as
litigation or legal settlement expenses; failure to obtain tax rulings or tax
law changes; changes in capital market conditions; the impact of the proposed
spin-off on the company’s employees, customers and suppliers; future
opportunities that the company’s board may determine present greater potential
to increase shareholder value; and the ability of the companies to operate
independently following the spin-off. Actual results could differ materially.
For further information regarding risks and uncertainties associated with our
businesses, please refer to our Form 10-K for the year ended December31,
2012, and in our other SEC filings. We assume no obligation to update these
About Ingersoll Rand
Ingersoll Rand (NYSE:IR) advances the quality of life by creating and
sustaining safe, comfortable and efficient environments. Our people and our
family of brands — including Club Car^®, Ingersoll Rand^®, Schlage^®, Thermo
King^® and Trane^® — work together to enhance the quality and comfort of air
in homes and buildings; transport and protect food and perishables; secure
homes and commercial properties; and increase industrial productivity and
efficiency. Ingersoll Rand is a $14 billion global business committed to a
world of sustainable progress and enduring results. For more information,
Misty Zelent, 704-655-5324
Joe Fimbianti, 704-655-4721
Janet Pfeffer, 704-655-5319
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