ITT INC (ITT)

Sector: Industrials

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2026 Annual Meeting Analysis

ITT INC · Meeting: May 21, 2026

Policy v1.2high confidenceView Filing ↗
For informational purposes only. This AI-generated analysis applies a published voting policy to publicly available proxy filings. It does not constitute investment advice, proxy voting advice, or a solicitation of any kind. AI analysis may be incomplete or inaccurate — always review the actual filing and make your own independent decision.

Directors FOR

10

Directors AGAINST

0

Say on Pay

FOR

Auditor

FOR

Director Elections

Election of Directors

10 FOR
✓ FOR
Kevin Berryman

Director since October 2023 (less than 24 months as of the May 2026 meeting date, exempting him from the TSR trigger); serves as Audit Committee Chair with strong financial expertise as former CFO and President of Jacobs Solutions; holds one outside public board seat, well within limits; no overboarding, independence, or attendance concerns identified.

✓ FOR
Maggie Chu

Director since October 2024 (well within the 24-month new-director exemption from the TSR trigger); brings relevant human capital and industrial expertise from Littelfuse and Caterpillar; holds no other public board seats; no overboarding, independence, or attendance concerns identified.

✓ FOR
Donald DeFosset, Jr.

Director since 2011 with a long tenure; ITT's 3-year price return of 137% is strongly positive (above +20%), requiring a 65-percentage-point gap versus the peer group median to trigger a AGAINST vote — ITT's 3-year TSR actually exceeded the peer median by +70.3 percentage points, so the trigger does not fire; holds one outside public board seat (Terex); no overboarding, independence, or attendance concerns identified.

✓ FOR
Douglas G. DelGrosso

Director since 2025 (well within the 24-month new-director exemption from the TSR trigger); brings relevant automotive/industrial CEO experience from Adient plc; holds one outside public board seat (Cabot Corporation); no overboarding, independence, or attendance concerns identified.

✓ FOR
Nazzic S. Keene

Director since October 2023 (within 24 months of the May 2026 meeting, exempting her from the TSR trigger); brings strong CEO and technology leadership credentials; holds two outside public board seats (ADP and Caterpillar), which is within the non-executive director limit of four; no overboarding, independence, or attendance concerns identified; set to become Board Chair.

✓ FOR
Mary Laschinger

Director since May 2025 (well within the 24-month new-director exemption from the TSR trigger); brings extensive industrial CEO and distribution experience from Veritiv and International Paper; holds one outside public board seat (Stanley Black & Decker); no overboarding, independence, or attendance concerns identified.

✓ FOR
Rebecca A. McDonald

Director since December 2013; ITT's 3-year TSR is strongly positive at +137%, and the company outperformed its disclosed peer group median by +70.3 percentage points over three years, well above the 65-percentage-point threshold required to trigger a AGAINST vote; serves as Compensation Committee Chair with relevant energy and executive leadership experience; holds no other public board seats; no overboarding, independence, or attendance concerns identified.

✓ FOR
Christopher O'Shea

Director since May 2024 (within 24 months of the May 2026 meeting, exempting him from the TSR trigger); currently serves as CEO of Centrica plc and holds one outside public board seat (ITT), which is at the policy limit for a sitting CEO who may hold two outside public board seats including their own company's board — however the policy counts outside board seats separately from the CEO's own company board, so one outside seat is within limits; brings strong global industrial and financial expertise; no overboarding, independence, or attendance concerns identified.

✓ FOR
Luca Savi

Director and CEO since January 2019; as an executive director he is subject to the same TSR trigger — ITT's 3-year TSR of +137% outperformed the peer group median by +70.3 percentage points, which does not meet the 65-percentage-point underperformance threshold required to trigger a AGAINST vote (the company outperformed, not underperformed); holds one outside public board seat (MSA Safety), which is within the CEO limit of one outside board; no overboarding or attendance concerns identified.

✓ FOR
Sharon Szafranski

Director since January 2024 (within 24 months of the May 2026 meeting, exempting her from the TSR trigger); brings deep industrial manufacturing expertise from Illinois Tool Works; holds no other public board seats; serves on Audit Committee with designated financial expert status; no overboarding, independence, or attendance concerns identified.

All ten director nominees receive a FOR vote. ITT's 3-year total shareholder return of approximately 137% outperformed its disclosed compensation peer group median by roughly 70 percentage points over three years — well above the 65-percentage-point underperformance threshold that would trigger AGAINST votes for longer-tenured directors under the policy. Six of the ten nominees joined the board within the past 24 months and are therefore automatically exempt from the TSR trigger. The board has a clear skills matrix, strong independence, appropriate committee composition, and no overboarding issues among any nominees.

Say on Pay

✓ FOR

CEO

Luca Savi

Total Comp

$15,104,378

Prior Support

90.4%%

ITT's CEO received total compensation of approximately $15.1 million, which is within a reasonable range for a CEO of a $17.4 billion diversified industrial company with strong performance; the pay program is heavily weighted toward variable and performance-based pay — approximately 86% of CEO target pay is at-risk through annual incentives and long-term equity awards, well above the 50-60% policy threshold — and annual bonus payouts of 159% of target and the 2023 performance stock award payout of 169.4% of target were directly tied to genuine outperformance of financial metrics and above-median relative total shareholder return versus peers. The prior Say on Pay vote received 90.4% support, indicating strong shareholder alignment with the compensation program structure.

Auditor Ratification

✓ FOR

Auditor

Deloitte & Touche LLP

Tenure

24 yrs

Audit Fees

$4,351,000

Non-Audit Fees

$1,628,000

Deloitte has served as ITT's auditor since 2002, giving it approximately 24 years of tenure — one year below the 25-year threshold that would trigger a AGAINST vote; the non-audit fee ratio is approximately 37% of audit fees (audit-related fees of $414K plus tax fees of $1,214K equals $1,628K in non-audit fees, divided by audit fees of $4,351K), which is comfortably below the 50% threshold; Deloitte is a Big 4 firm appropriate for a company of ITT's size and complexity, and no material restatements were identified.

Overall Assessment

ITT's 2026 annual meeting ballot contains three standard proposals — director elections, auditor ratification, and Say on Pay — all of which receive FOR votes under this policy. The company has delivered exceptional shareholder returns over three years (+137%), outperforming its peer group by approximately 70 percentage points, which clears the performance bar for all director nominees; Deloitte's tenure of approximately 24 years is just below the 25-year threshold; and the executive compensation program is strongly performance-oriented with broad shareholder support.

Filing date: April 3, 2026·Policy v1.2·high confidence

Compensation Peer Group

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