ITT INC (ITT)
Sector: Industrials
2026 Annual Meeting Analysis
ITT INC · Meeting: May 21, 2026
Directors FOR
10
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
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.
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.
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.
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.
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.
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.
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.
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.
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.
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
✓ FORCEO
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
✓ FORAuditor
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.
Compensation Peer Group
8 companies disclosed in 2026 proxy filing