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Share Name | Share Symbol | Market | Type |
---|---|---|---|
ITT Inc | NYSE:ITT | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
3.82 | 3.07% | 128.31 | 128.895 | 126.08 | 126.53 | 540,258 | 01:00:00 |
¨
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Preliminary Proxy Statement
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to Rule 14a-12
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Confidential, for the Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to which transaction applies:
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(2)
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Aggregate number of securities to which transaction applies:
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(3)
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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(4)
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Proposed maximum aggregate value of transaction:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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(3)
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Filing Party:
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(4)
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Date Filed:
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March 27, 2017
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Denise L. Ramos
Chief Executive Officer and President
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ITT Inc.
1133 Westchester Avenue
White Plains, NY 10604
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•
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how to obtain admission to the meeting if you plan to attend; and
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different methods you can use to vote your proxy, including by Internet and telephone.
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Date and Time
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Wednesday, May 10, 2017 at 9:00 a.m. Eastern Time
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Place
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ITT Inc. Headquarters, 1133 Westchester Avenue, White Plains, NY 10604
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Items of Business
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To elect the 10 nominees named in the attached Proxy Statement to the Board of Directors, to serve until the 2018 annual meeting of shareholders or until their respective successors shall have been duly elected and qualified.
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To ratify the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the 2017 fiscal year.
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To conduct an advisory vote on the compensation of the Company's named executive officers.
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To conduct an advisory vote to determine whether future shareholder advisory votes on the compensation of the Company's named executive officers should occur every one, two or three years.
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To transact such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof.
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Who Can Vote, Record Date
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Holders of record of ITT Inc. common stock at the close of business on March 13, 2017 are entitled to vote at the Annual Meeting and any adjournments or postponements thereof.
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Mailing or Availability Date
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Beginning on or about March 27, 2017, this Notice of 2017 Annual Meeting and the 2017 Proxy Statement are being mailed or made available, as the case may be, to shareholders of record on March 13, 2017.
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About Proxy Voting
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It is important that your shares be represented and voted at the Annual Meeting. If you are a registered shareholder, you may vote online at www.proxyvote.com, by telephone or by mailing a proxy card. You may also vote in person at the Annual Meeting. If you hold shares through a bank, broker or other institution, you may vote your shares by any method specified on the voting instruction form that they provide. See details under "How do I vote?" under "
Additional Information about Proxy Statement and Voting
." We encourage you to vote your shares as soon as possible.
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Section
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Page
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Date
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Time
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Location
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Admission Information
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May 10, 2017
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9:00 a.m.
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ITT Inc. Headquarters
1133 Westchester Avenue
White Plains, NY 10604
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See page
52
for instructions
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Voting Item
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Board Voting Recommendation
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Further Information
(page)
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1. To elect the 10 nominees named in the Proxy Statement to ITT's Board of Directors
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FOR
each nominee
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2. To ratify the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for 2017
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FOR
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3. To conduct an advisory vote on the compensation of the Company's named executive officers
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FOR
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4. To conduct an advisory vote to determine the frequency of future shareholder votes on the compensation of the Company's named executive officers
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FOR
one year
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Your vote is important.
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Online
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By Mail
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By Phone
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In Person
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:
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-
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www.proxyvote.com
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Fill out your proxy card and submit it by mail.
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1-800-690-6903
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Attend in person at the above time and location. Please bring photo ID.
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What We Do
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ü
Proxy Access for Stockholders
ü
Strong and Independent Non-Executive Chairman
ü
Diverse Board In Terms of Gender, Race and Specific Skills and Qualifications
ü
Annual Election of Directors With Majority Voting in Uncontested Elections
ü
Permit Shareholders To Call Special Meetings
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90% Independent Board Up For Election
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No Supermajority Voting Requirements
ü
Regular Executive Sessions of Independent Directors
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•
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no director may stand for re-election after he or she has reached the age of 72;
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directors must be able to devote the requisite time for preparation and attendance at regularly scheduled Board and Committee meetings, as well as be able to participate in other matters necessary for good corporate governance;
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directors are limited to service on four public company boards (including the ITT Board). If the director serves as an active CEO of a public company, the director is limited to service on two public company boards (including the ITT board) in addition to service on his or her own board;
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the CEO reports at least annually to the Board on succession planning and management development;
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the Board evaluates the performance of the Chief Executive Officer and other senior management personnel at least annually; and
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the Board maintains a process whereby the Board and its committees are subject to annual evaluation and self-assessment.
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the position within or relationship of the Related Party with the Company;
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the materiality of the transaction to the Related Party and the Company, including the dollar value of the transaction, without regard to profit or loss;
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the business purpose for and reasonableness of the transaction, taken in the context of the alternatives available to the Company for attaining the purposes of the transaction;
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whether the transaction is comparable to a transaction that could be available on an arms-length basis or is on terms that the Company offers generally to persons who are not Related Parties;
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whether the transaction is in the ordinary course of our business and was proposed and considered in the ordinary course of business; and
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the effect of the transaction on our business and operations, including on the Company's internal control over financial reporting and system of disclosure controls or procedures, and any additional conditions or controls (including reporting and review requirements) that should be applied to such transaction.
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During 2016, eleven individuals served on ITT's Board, including a new independent director, Nicholas C. Fanandakis, who was elected on October 20, 2016. Of the 10 directors who are nominees for election at the Annual Meeting, three are female, and one is African American. The directors come from diverse professional backgrounds and industries, including manufacturing, financial and technology. In "Election of Directors (Proxy Item No. 1)" we provide an overview of the background of each nominee, including their principal occupation, business experience and other directorships, together with the key attributes, experience and skills viewed as most meaningful in providing value to the Board, our Company and our shareholders.
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Name
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Audit
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Compensation
and Personnel
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Nominating and
Governance
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Orlando D. Ashford
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ü
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G. Peter D'Aloia
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ü
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Geraud Darnis
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ü
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Donald DeFosset, Jr.
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ü
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ü
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Nicholas C. Fanandakis
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ü
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Christina A. Gold
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ü
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Chair
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Richard P. Lavin
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ü
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ü
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Frank T. MacInnis
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Chair
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Rebecca A. McDonald
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ü
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ü
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Timothy H. Powers
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Chair
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ü
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Denise L. Ramos
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Committee Chair
Timothy H. Powers
(appointed February 17, 2017)
Current Committee Members
• Timothy H. Powers
• G. Peter D'Aloia
• Geraud Darnis
• Nicholas C. Fanandakis
(appointed October 20, 2016)
• Christina A. Gold
• Rebecca A. McDonald
Number of Meetings Held in 2016:
10
Page
18
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Purpose:
to assist the Board of Directors in fulfilling its responsibility to oversee management's conduct of the financial reporting process.
Responsibilities of the Audit Committee include:
•
select and oversee the independent registered public accounting firm, including determining the independent auditor's qualifications, independence, scope of responsibility and compensation;
• review and discuss with management and the independent auditor the annual audited and quarterly unaudited financial statements and approve those financial statements for inclusion in the Company's public filings;
• review and oversee the Company's selection and application of accounting principles and issues relating to the Company's internal controls and disclosure controls and procedures;
• oversee of the Company's compliance with legal and regulatory requirements, including reviewing the effect of regulatory and accounting initiatives on the Company's financial statements;
• oversee the structure and scope of the Company's internal audit function; and
• assist the Board in fulfilling its oversight of enterprise risk management, particularly through oversight of the Company's policies with respect to risk assessment and risk management and the Company's major financial risk exposures.
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Committee Chair
Christina A. Gold
Current Committee Members
• Christina A. Gold
• Orlando D. Ashford
• Donald DeFosset, Jr.
• Richard P. Lavin
• Rebecca A. McDonald
Number of Meetings Held
in 2016:
5
Page
49
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Purpose
: to provide oversight review of compensation and benefits of the employees of the Company.
Responsibilities of the Compensation and Personnel Committee include:
• oversee and administer the Company's employee compensation programs, including incentive plans and equity-based compensation plans;
• establish annual performance objectives, evaluate performance and approve individual compensation actions for the Chief Executive Officer and other executive officers;
• review and discuss the Company's talent review and development process, succession planning process for senior executive positions and aspects of culture and diversity for the Company;
• review, discuss and approval of the Compensation Discussion and Analysis included in the Company's annual proxy statement;
• assist the Board in fulfilling its oversight of enterprise risk management, particularly risks in connection with the Company's compensation and talent management programs; and
• lead the Company's chief executive officer succession process.
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Committee Chair
Frank T. MacInnis
Current Committee Members
• Frank T. MacInnis
• Orlando D. Ashford
• Donald DeFosset, Jr.
• Richard P. Lavin
• Timothy H. Powers
Number of Meetings Held
in 2016:
6
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Purpose
: to ensure that the Board of Directors is appropriately constituted to meet its fiduciary obligations to shareholders of the Company.
Responsibilities of the Nominating and Governance Committee include
:
• evaluate the size, composition, governance and structure of the Board and the qualifications, compensation and retirement age of directors;
• identify, evaluate and propose nominees for election to the Board of Directors;
• consider independence and possible conflicts of interest of directors and executive officers and ensuring compliance with applicable laws and NYSE listing standards;
• review and oversee of the corporate governance principles for the Company;
• review of material related party transactions in accordance with the Company's Related Party Transactions policy; and
• assist the Board in fulfilling its responsibility to oversee enterprise risk management, particularly risks in connection with the Company's corporate governance structures and processes and risks related to other primarily nonfinancial matters (for example, business continuity planning).
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Geraud Darnis
Former President &
CEO of UTC Building
& Industrial Systems
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Career Geraud Darnis served as the President & Chief Executive Officer of UTC Building & Industrial Systems, the world's largest provider of high-technology building systems, whose brands include Otis, Carrier, Chubb, Kidde and Automated Logic from September 2013 to December 2015. UTC Building & Industrial Systems is a unit of United Technologies Corporation. Mr. Darnis served as the President and Chief Executive Officer of UTC Climate, Controls and Security from September 2011 to September 2013. In 2001, he served briefly as President of UTC Power before being named President of Carrier, a position he held until 2011 when Carrier and UTC Fire & Security were combined into UTC Climate, Controls & Security. Prior to 2001, Mr. Darnis held a number of general management and financial positions at UTC in Latin America, Europe and Asia. Mr. Darnis also served as a member on the Air-Conditioning, Heating and Refrigeration Institute from 2003 to 2006, including Chairman from November 2004 to November 2005, and then as an advisory member of the Executive Committee from 2007 to 2014. Reasons for Election to the Board of ITT
In considering Mr. Darnis for director of the Company, the Board considered his significant management experience as president of a major operating unit at a large global manufacturing company and his wide-ranging expertise in a variety of industries in which the Company operates, including industrial and aerospace.
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Age:
57
Director Since:
October 2015
Board Committees:
• Audit Committee
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Donald DeFosset, Jr.
Former Chairman,
President & CEO of
Walter Industries, Inc.
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Career Donald DeFosset, Jr. retired in 2005 as Chairman, President and Chief Executive Officer of Walter Industries, Inc., a diversified public company with principal operating businesses in homebuilding and home financing, water transmission products and energy services. Mr. DeFosset had served since November 2000 as President and Chief Executive Officer, and since March 2002 as Chairman, of Walter Industries. Over his career, Mr. DeFosset held significant leadership positions in major multinational corporations, including Dura Automotive Systems, Inc., a global supplier of engineered systems, Navistar International Corporation and AlliedSignal, Inc. Mr. DeFosset is currently a director of the following public companies: National Retail Properties Inc. since 2008 (Chairman of Governance and Nominating Committee; Compensation Committee); Regions Financial Corporation since 2005 (Chairman of the Compensation Committee; Risk Committee); and Terex Corporation since 1999 (Chairman of the Nominating and Governance Committee; Audit Committee). Mr. DeFosset is also a director of various private companies and not-for-profit organizations. Reasons for Election to the Board of ITT
In considering Mr. DeFosset for director of the Company, the Board considered his extensive experience as a chief executive of a large diversified industrial company and as a senior executive of an international machinery manufacturer. His service on the boards of directors of a variety of large public companies further enhances his experience and adds value to the Company's Board.
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Age:
68
Director Since:
October 2011
Other Public Company Boards:
• National Retail Properties Inc.
• Regions Financial Corporation
• Terex Corporation
Board Committees:
• Compensation & Personnel Committee
• Nominating & Governance Committee
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Christina A. Gold
Former President & CEO
of The Western Union Company
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Career
Christina A. Gold
was President and Chief Executive Officer of The Western Union Company, a leading company in global money transfer, from September 2006 to September 2010. She was President of Western Union Financial Services, Inc. and Senior Executive Vice President of First Data Corporation, former parent company of The Western Union Company, from May 2002 to September 2006. Prior to that, Ms. Gold served as Vice Chairman and Chief Executive Officer of Excel Communications, Inc., from October 1999 to May 2002. From 1998 to 1999, Ms. Gold served as President and CEO of Beaconsfield Group, Inc., a direct selling advisory firm that she founded. Ms. Gold began her career in 1970 at Avon Products, Inc., where she spent 28 years in a variety of significant leadership positions. She currently serves on the board of Carleton University. Ms. Gold is currently a director of the following public companies: International Flavors & Fragrances, Inc. since 2013 (Compensation Committee; Governance Committee) and Korn/Ferry International since 2014 (Compensation and Personnel Committee; Governance Committee). Ms. Gold has also served as a director since 2001 of New York Life Insurance Company and currently serves on the board of the Safe Water Network.
Reasons for Election to the Board of ITT
In considering Ms. Gold for director of the Company, the Board considered her extensive experience as the Chief Executive Officer of a public company with wide ranging global leadership, management and marketing experience. The Board also considered her long history as a director and extensive knowledge of the Company, its operations and its people.
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Age:
69
Director Since:
December 1997
Other Public Company Boards:
• International Flavors & Fragrances, Inc.
• Korn/Ferry International
Former Public Company Boards:
• Exelis Inc. (2011-2013)
Board Committees:
• Compensation & Personnel Committee (Chair)
• Audit Committee
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Richard P. Lavin
Former President & CEO
of Commercial Vehicle Group, Inc.
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Career
Richard P. Lavin
was Chief Executive Officer and President of Commercial Vehicle Group, Inc., a leader in the development, manufacturing and fulfillment of fully integrated system solutions for the commercial vehicle market from May 2013 to November 2015. Prior to joining Commercial Vehicle Group, Mr. Lavin spent 29 years in a variety of positions with Caterpillar Inc., including as Vice President of manufacturing operations for the Asia Pacific Division, serving as Chairman of Shin Caterpillar Mitsubishi Ltd. (SCM) — now Caterpillar Japan Ltd. (CJL) — and Chairman of Caterpillar (China) Investment Co., Ltd, and as a group president for Construction Industries and Growth Markets. Mr. Lavin is currently a director of the following public companies: USG Corporation since 2009 (Chairman of the Compensation Committee; Finance Committee) and Allison Transmission Holdings, Inc. since 2016 (Compensation Committee).
Reasons for Election to the Board of ITT
In considering Mr. Lavin for director of the Company, the Board considered his experience overseeing Caterpillar Inc.'s largest operating division and extensive international experience through overseeing that company's operations in China, India, Japan and the Asia-Pacific region. In addition, Mr. Lavin has a diverse legal and human resources background, having served as director of Corporate Labor and Human Relations and director of Compensation and Benefits, as well as the Vice President of Caterpillar's Human Services Division.
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Age:
65
Director Since: May 2013 Other Public Company Boards: • USG Corporation • Allison Transmission Holdings, Inc. Former Public Company Boards: • Commercial Vehicle Group, Inc. (2013-2015) Board Committees: • Compensation & Personnel Committee • Nominating & Governance Committee |
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Timothy H. Powers
Former Chairman,
President and CEO of
Hubbell Incorporated
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Career
Timothy H. Powers
was the Chairman, President and Chief Executive Officer of Hubbell Incorporated from 2004 to 2013. He was appointed to the position of Chairman after having served as the President and Chief Executive Officer of Hubbell from 2001 to 2004 and as the Senior Vice President and Chief Financial Officer from 1998 to 2001. Mr. Powers also served as Executive Vice President, Finance and Business Development Americas Region at ABB, Inc. and as Vice President and Corporate Controller for BBC Brown Boveri, Inc. Mr. Powers is currently a director of the following public company: WestRock Company (formerly MeadWestvaco Corporation) since 2006 (Audit Committee; Compensation Committee). In addition, Mr. Powers served as a director of the National Electric Manufacturers Association and as a trustee for Manufacturers Alliance for Productivity and Innovation until 2013.
Reasons for Election to the Board of ITT
In considering Mr. Powers for director of the Company, the Board considered his significant experience as a Chief Executive Officer and finance officer in global manufacturing and engineering companies. The Board also considered his experience in the areas of management, strategic planning, and mergers and acquisitions in the manufacturing industry.
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Age:
68
Director Since: February 2015 Other Public Company Boards: • WestRock Company Former Public Company Boards: • Hubbell Incorporated (2004-2014) Board Committees: • Audit Committee (Chair) • Nominating & Governance Committee |
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Denise L. Ramos
CEO and President,
ITT Inc.
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Career Denise L. Ramos was appointed Chief Executive Officer, President and a director of the Company in October 2011. She previously served as Senior Vice President and Chief Financial Officer of the Company since 2007. Prior to joining the Company, Ms. Ramos served as Chief Financial Officer for Furniture Brands International from 2005 to 2007. From 2000 to 2005, Ms. Ramos served as Senior Vice President and Corporate Treasurer at Yum! Brands, Inc. and Chief Financial Officer for the U.S. division of KFC Corporation. Ms. Ramos began her career in 1979 at Atlantic Richfield Company (ARCO), where she had more than 20 years of business and financial experience serving in a number of increasingly responsible finance positions, including Corporate General Auditor and Assistant Treasurer. Ms. Ramos is currently a director of the following public company: Phillips 66, since 2016 (Audit and Finance Committee; Nominating & Governance Committee; Public Policy Committee). She serves on the Board of Trustees for the Manufacturers Alliance for Productivity and Innovation and is also a member of the Business Roundtable and the Business Council. Ms. Ramos was included in the Top 100 CEO Leaders in Science, Technology, Engineering and Math publication by STEMconnector, she received a Distinguished Leadership Award from the New York Hall of Science and she was named to Fortune magazine's 2014 Top People in Business. Reasons for Election to the Board of ITT
In considering Ms. Ramos for director of the Company, the Board considered Ms. Ramos' unique background which combines more than two decades in the oil and gas industry with significant retail and customer-centric experience. The Board also considered her extensive operational and manufacturing experience with industrial companies and, in particular, her intimate knowledge of the Company's business and operations having served as its Chief Financial Officer from 2007 to 2011 and as its Chief Executive Officer since 2011.
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Age:
60
Director Since: October 2011 Other Public Company Boards: • Phillips 66 Former Public Company Boards: • Praxair Inc. (2014-2016) |
Recommendation of the Board of Directors
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The Board of Directors unanimously recommends a vote FOR the election of the 10 nominees listed above as directors. Unless a contrary choice is specified, proxies solicited by our Board will be voted FOR the election of the 10 nominees listed above as directors.
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independence
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•
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leadership
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experience
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non-audit services
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technical capabilities
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management structure
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client service assessment
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peer review program
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responsiveness
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commitment to quality report
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financial strength
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appropriateness of fees charged
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industry insight
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compliance and ethics program
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Fiscal Year Ended
(in thousands)
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2016
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2015
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||||
Audit Fees
(1)
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$
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3,745
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$
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4,075
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Audit-Related Fees
(2)
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139
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105
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Tax Fees:
(3)
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||||
Tax Compliance Services
|
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333
|
|
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116
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Tax Planning Services
|
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138
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501
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Total Tax Services (sum of Tax Fees)
|
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471
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617
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All Other Fees
|
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—
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—
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Total
|
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$
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4,355
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$
|
4,797
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(1)
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Fees for audit services billed in
2016
and
2015
consisted of:
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•
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audit of the Company's annual financial statements and internal control over financial reporting;
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•
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reviews of the Company's quarterly financial statements;
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•
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statutory and regulatory audits, consents and other services related to SEC matters; and
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•
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financial accounting and reporting consultations.
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(2)
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Fees for audit-related services billed in
2016
and
2015
consisted of miscellaneous attest services.
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(3)
|
Fees for tax services billed in
2016
and
2015
consisted of tax compliance and tax planning and advice:
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•
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Tax compliance services are services rendered, based upon facts already in existence or transactions that have already occurred, to document, compute and obtain government approval for amounts to be included in tax filings consisting primarily of:
|
◦
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federal, foreign, state and local income tax return assistance;
|
◦
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Internal Revenue Code and foreign tax code technical consultations; and
|
◦
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transfer pricing analyses.
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•
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Tax planning services are services and advice rendered with respect to proposed transactions or services that alter the structure of a transaction to obtain an anticipated tax result. Such services consisted primarily of tax advice related to intra-group restructuring.
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1.
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Due diligence, closing balance sheet audit services, purchase price dispute support and other services related to mergers, acquisitions and divestitures;
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2.
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Employee benefit advisory services, independent audits and preparation of tax returns for the Company's defined contribution, defined benefit and health and welfare benefit plans, preparation of the associated tax returns or other employee benefit advisory services;
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3.
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Tax compliance and certain tax planning and advice work; and
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4.
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Accounting consultations and support related to U.S. generally accepted accounting principles ("GAAP").
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Recommendation of the Board of Directors
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The Board of Directors unanimously recommends a vote FOR the ratification of Deloitte to serve as the Company's independent registered public accounting firm for the 2017 fiscal year. Unless a contrary choice is specified, proxies solicited by our Board will be voted FOR the ratification of Deloitte.
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•
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determination of qualifications and independence of Deloitte, the Company's independent registered public accounting firm;
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•
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appointment, compensation and oversight of Deloitte in preparing or issuing audit reports and related work;
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•
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review of financial reports and other financial information provided by the Company, its systems of internal accounting and financial controls, and the annual independent audit of the Company's financial statements;
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•
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oversight and review of procedures developed for consideration of accounting, internal accounting controls and auditing-related complaints;
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•
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review of the Company's policies with respect to risk assessment, risk management and the Company's major financial risk exposures;
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•
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monitoring all elements of the Company's internal control over financial reporting; and
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•
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adoption of and monitoring the implementation and compliance with the Company's Non-Audit Services Policy.
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• G. Peter D'Aloia
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• Geraud Darnis
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• Nicholas C. Fanandakis
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• Christina A. Gold
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• Rebecca A. McDonald
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• Timothy H. Powers (Chair)
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•
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alignment of executive and shareholder interests by providing incentives linked to earnings per share, adjusted cash flow, operating margin and revenue performance;
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•
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the ability for executives to achieve long-term shareholder value creation without undue business risk;
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•
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creating a clear link between an executive's individual contribution and performance and his or her compensation;
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•
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the extremely competitive nature of the industries in which we operate and our need to attract and retain the most creative and talented industry leaders; and
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•
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comparability to the practices of peers in the industries that we operate in and other comparable companies generally.
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Recommendation of the Board of Directors
|
The Board of Directors unanimously recommends a vote FOR the advisory resolution approving the compensation of the Company's Named Executive Officers as described in this Proxy Statement. Unless a contrary choice is specified, proxies solicited by our Board will be voted FOR this management proposal.
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Recommendation of the Board of Directors
|
The Board of Directors recommends that you vote ONE YEAR with respect to how frequently a non-binding shareholder vote to approve the compensation of our named executive officers should occur. Unless a contrary choice is specified, proxies solicited by our Board will be voted
FOR
a frequency of ONE YEAR.
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•
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Revenue declined 3% to $2.4B,
|
•
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Operating margin declined 450 basis points to 10.8%, and
|
•
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Earnings per share (EPS) was $2.02.
|
•
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Our CEO received an annual incentive plan (AIP) payout that was 80.5% of target and the average payout to our other NEOs was 75%.
|
•
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The 2014-2016 performance unit (long-term incentive) awards had a zero payout.
|
•
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Target pay
for each calendar year includes: annual salary + AIP award at target payout + the grant date fair value of long-term incentive (LTI) awards granted during the year.
|
•
|
Realized pay
for each calendar year includes: annual salary + actual AIP payout + the value of LTI awards as of the vesting date, that vested during the year (which were granted three years ago).
|
Pay Component
|
2016 Pay Decisions
|
2017 Pay Decisions
|
Decision Driver for First Quarter 2017 Decisions
|
Base Salary
|
$1,000,000
|
$1,000,000
|
The Committee considered Ms. Ramos' base salary to be competitively positioned and did not change the base salary.
|
Annual Incentive Plan
|
$1,162,000
(Earned in 2015 and paid in 1Q2016 and shown in SCT for 2015)
|
$805,000
(Earned in 2016 and paid in 1Q2017 and shown in SCT for 2016)
|
Ms. Ramos received an AIP payout that was 80.5% of target. As described below, 90% of the AIP payout for NEOs is tied directly to ITT's financial results. The Committee chose to award Ms. Ramos at 125% for the 10% individual component of the AIP for the following accomplishments:
•
Strong leadership while key markets such as oil & gas were undergoing a structural reset.
•
Realignment of the organization to create the Chief Operating Officer role, in order to drive better operational execution and efficiencies.
•
Continuing to position ITT well for the future through prudent acquisitions, a strong balance sheet and investments in R&D, people and culture.
Ms. Ramos' AIP target for 2017 remained at 100% of base salary.
|
Long-Term Incentives
(1)
|
$4,500,000
|
$4,500,000
|
The Committee considered Ms. Ramos' LTI award value to be competitively positioned and did not change the target value from the previous year.
|
Total
Earned Direct Compensation
|
$6,662,000
|
$6,305,000
|
|
(1)
|
The 2016 LTI award value differs from what is displayed in the SCT and Grants of Plan-Based Awards table for 2016, each of which present the value recorded for accounting purposes. The 2017 LTI award was granted in February 2017 and is not included in the SCT and the Grants of Plan-Based Awards table.
|
What We Do
|
ü
Emphasize Long-Term Compensation to Ensure Alignment of Pay With Long-Term Performance
ü
Significant Majority of Pay is Performance-Based and Not Guaranteed
ü
Stock Ownership Requirements Require Meaningful Holdings
ü
Double-Trigger Change in Control Vesting of Equity Awards
ü
Clawback Policy That Applies to Our Annual Incentive Plan and Equity Awards
ü
Limited Perquisites and Personal Benefits
|
What We Don't Do
|
û
No Hedging or Pledging of Company Stock
û
No Accelerated Vesting of Equity Awards or Severance Benefits Solely Upon a Change in Control
û
No Tax Gross-Ups (unless related to international assignment or relocation)
û
No Golden Parachutes
û
No Repricing of Stock Options
û
No Supplemental Defined Benefit Pension for Executives
|
2016 Compensation
Element
|
Form
|
Rationale for Providing
|
Base Salary
|
Cash
|
Base salary is a competitive fixed pay element tied to role, experience, performance and criticality of skills.
|
Annual Incentive Plan (AIP) Award
|
Cash
|
The AIP is designed to reward achievement of the Company, Segments (where applicable) and individual performance. The AIP is structured to emphasize overall performance and collaboration among the Segments. It uses metrics (adjusted earnings per share, adjusted cash flow, adjusted operating margin and adjusted revenue) that are the fundamental short-term drivers of shareholder value. Each NEO also has 10% of his or her AIP tied to the achievement of individual and team goals.
|
2016 Compensation
Element
|
Form
|
Rationale for Providing
|
Long-Term Incentive (LTI) Awards
|
Stock
|
The LTI plan is designed to reward performance that drives long-term shareholder value through the use of three-year cliff vesting:
• Performance Units (50% of LTI mix) provide rewards linked to absolute stock price performance (due to denomination as share units) and can go up or down based on two key measures, equally weighted, and aligned with long-term growth:
○ Relative Total Shareholder Return
○ Relative Return on Invested Capital
• RSUs (25% of LTI mix) link executive compensation to absolute stock price performance and strengthen retention value.
• Stock options (25% of LTI mix) only provide value if there is stock price appreciation.
The actual award date of stock options, RSUs and performance units is determined on the date on which the Compensation and Personnel Committee approves these awards, which is typically in February or March.
|
Named Executive Officer
|
2015 Cash Compensation
|
|
2016 Cash Compensation
|
Year-to-Year Change
(2)
|
|||||||||||
Salary Rate on Dec. 31, 2015
|
Annual Auto Allowance
|
Annual Auto Allowance
|
Salary Rate on Jan. 1, 2016
|
Salary Rate After 2016 Increase
|
|||||||||||
Denise L. Ramos
|
$
|
1,000,000
|
|
$
|
15,600
|
|
|
Eliminated
|
$
|
1,000,000
|
|
$
|
1,000,000
|
|
(1.5)%
|
Thomas M. Scalera
|
475,000
|
|
15,600
|
|
|
Eliminated
|
483,920
|
|
500,000
|
|
1.9%
|
||||
Luca Savi
(1)
|
461,760
|
|
N/A
|
|
|
N/A
|
461,760
|
|
471,750
|
|
2.2%
|
||||
Mary Beth Gustafsson
|
428,500
|
|
15,600
|
|
|
Eliminated
|
437,420
|
|
446,500
|
|
0.5%
|
||||
Aris C. Chicles
|
438,500
|
|
15,600
|
|
|
Eliminated
|
447,420
|
|
455,000
|
|
0.2%
|
(1)
|
Mr. Savi is employed by ITT Italy Holding s.r.l. and is paid in Euros. His
2015
annual base salary of €416,000 and his
2016
annual base salary of €425,000 were converted to U.S. dollars using the average exchange rate of 1.11 dollars per euro for both years. As previously reported in our Current Report on Form 8-K filed with the SEC on January 5, 2017, Mr. Savi's annual salary was increased to €477,500 in connection with his appointment to the position of Executive Vice President and Chief Operating Officer.
|
(2)
|
Reflects the difference between the sum of the base salary rate and annual auto allowance in 2015, and the salary rate after the 2016 increase. Mr. Savi is not eligible for the U.S annual auto allowance.
|
2016 AIP Potential Payout =
(Base Salary) x (Target Award Percentage) x (AIP Performance Factor)
|
Named Executive Officer
|
2016 Target AIP Awards as Percentage of Base Salary
|
2016 Target AIP Awards
|
2016 AIP Awards (Paid in First Quarter 2017)
|
2016 AIP Awards as Percentage of Target (Paid in First Quarter 2017)
|
||||||
Denise L. Ramos
|
100%
|
|
$
|
1,000,000
|
|
|
$
|
805,000
|
|
80.5%
|
Thomas M. Scalera
|
75%
|
|
375,000
|
|
|
300,000
|
|
80%
|
||
Luca Savi
(1)
|
75%
|
|
353,813
|
|
|
491,800
|
|
139%
|
||
Mary Beth Gustafsson
|
75%
|
|
334,875
|
|
|
274,598
|
|
82%
|
||
Aris C. Chicles
|
75%
|
|
341,250
|
|
|
0
|
|
0%
|
(1)
|
In 2016 the Committee approved a target bonus increase from 65% to 75% of annual salary for Mr. Savi. He is employed by ITT Italy Holding s.r.l. and his
2016
Target AIP Award and
2016
AIP Award paid have been converted from Euro (€) to U.S. dollars using the
2016
average exchange rate of
1.11
. As previously reported in our Current Report on Form 8-K filed with the SEC on January 5, 2017, Mr. Savi's annual AIP target for 2017 was increased to 85% of his base salary in connection with his appointment to the position of Executive Vice President and Chief Operating Officer.
|
Named Executive Officer
|
Adjusted Earnings Per Share
|
Adjusted ITT Cash Flow
|
Adjusted ITT Operating Margin
|
Adjusted ITT Revenue
|
Adjusted Segment Free Cash Flow
|
Adjusted Segment Operating Margin
|
Adjusted Segment Revenue
|
Individual Component
|
Denise L. Ramos
|
30%
|
25%
|
25%
|
10%
|
—
|
—
|
—
|
10%
|
Thomas M. Scalera
|
30%
|
25%
|
25%
|
10%
|
—
|
—
|
—
|
10%
|
Luca Savi
|
30%
|
—
|
—
|
—
|
25%
|
25%
|
10%
|
10%
|
Mary Beth Gustafsson
|
30%
|
25%
|
25%
|
10%
|
—
|
—
|
—
|
10%
|
Aris C. Chicles
|
30%
|
—
|
—
|
—
|
25%
|
25%
|
10%
|
10%
|
Metric
|
Threshold
(50%)
|
Target
(100%)
|
Maximum
(200%)
|
2016 Results
(1)
|
2016 Payout
|
Adjusted Earnings Per Share
|
$2.30
|
$2.55
|
$2.93
|
$2.31
|
52%
|
Adjusted ITT Cash Flow
|
$126M
|
$149M
|
$178M
|
$154M
|
117%
|
Adjusted ITT Operating Margin
|
11.9%
|
13.2%
|
15.1%
|
12.0%
|
55%
|
Adjusted ITT Revenue
|
$2,180M
|
$2,422M
|
$2,665M
|
$2,392M
|
94%
|
(1)
|
For purposes of the AIP payout calculation, $1M of unbudgeted restructuring savings was excluded from our Adjusted Earnings Per Share and therefore the amount of $2.31 shown in the table is less than the $2.32 reported in our Annual Report Form 10-K.
|
Metric
|
Threshold
(50%)
|
Target
(100%)
|
Maximum
(200%)
|
2016 Results
|
2016 Payout
|
Adjusted Segment Operating Margin (Motion Technologies)
|
16.0%
|
17.8%
|
20.5%
|
18.2%
|
114%
|
Adjusted Segment Operating Margin (Industrial Process)
|
13.8%
|
15.3%
|
17.6%
|
7.3%
|
0%
|
Adjusted Segment Revenue (Motion Technologies)
|
$832M
|
$925M
|
$1,017M
|
$977M
|
157%
|
Adjusted Segment Revenue (Industrial Process)
|
$843M
|
$937M
|
$1,030M
|
$828M
|
0%
|
•
|
Thomas M. Scalera, Executive Vice President and Chief Financial Officer:
|
•
|
Drove aggressive cost management in the face of declining oil & gas, mining and general industrial markets
|
•
|
Effectively managed the balance sheet and returned $114M to stockholders through share repurchases and dividends
|
•
|
Managed corporate strategy including expanding our portfolio in the transportation market
|
•
|
Luca Savi, Executive Vice President and Chief Operating Officer:
|
•
|
Delivered exceptional financial results for Motion Technologies with growth that significantly outpaced the automotive brake pad market
|
•
|
Completed the acquisition of Axtone Railway Components and continued to integrate the Wolverine acquisition
|
•
|
Improved Motion Technologies' competitive position in North America
|
•
|
Mary Beth Gustafsson, Senior Vice President, General Counsel and Chief Compliance Officer:
|
•
|
Implemented an internal reorganization that separated operating assets from ITT's legacy liabilities and associated insurance assets
|
•
|
Managed complex negotiations of significant legal matters
|
•
|
Continued to improve the execution and efficiency of the legal function
|
•
|
50% granted in performance units;
|
•
|
25% granted in Restricted Stock Units (RSUs); and
|
•
|
25% granted in stock options.
|
Named Executive Officer
|
Performance Units (Target Award)
|
RSUs
|
Stock
Options
|
Total
(1)
|
||||||||||||
Denise L. Ramos
|
|
$
|
2,250,000
|
|
|
$
|
1,125,000
|
|
|
$
|
1,125,000
|
|
|
$
|
4,500,000
|
|
Thomas M. Scalera
|
|
450,000
|
|
|
225,000
|
|
|
225,000
|
|
|
900,000
|
|
||||
Luca Savi
|
|
300,000
|
|
|
150,000
|
|
|
150,000
|
|
|
600,000
|
|
||||
Mary Beth Gustafsson
|
|
337,500
|
|
|
168,750
|
|
|
168,750
|
|
|
675,000
|
|
||||
Aris C. Chicles
|
|
390,000
|
|
|
195,000
|
|
|
195,000
|
|
|
780,000
|
|
(1)
|
The values in this table differ slightly from the values reported in the SCT and the Grants of Plan-Based Awards in
2016
table, each of which present the value recorded for accounting purposes.
|
•
|
In 2016, the Committee selected Relative ROIC as a metric to better align executive pay with performance against peer companies in driving efficient and disciplined deployment of capital. In previous awards, the ROIC metric payout was based on achievement of a specific target value.
|
•
|
Relative TSR was again selected as a metric by the Committee to ensure executive compensation is aligned with shareholder value creation.
|
▪
|
ROIC for the 2016 performance units is a percentage that will be calculated by dividing (A) income from continuing operations attributable to the Company, adjusted to exclude the after-tax impact from special items, interest income or expense and amortization of expense from intangible assets by (B) average total assets from continuing operations, less asbestos-related assets (including deferred tax assets on asbestos-related matters) and non-interest bearing current liabilities for the five preceding quarterly periods. Special items represent significant charges or credits that impact results, but may not be related to the Company's ongoing operations and performance, as disclosed in the Company's filings with the SEC.
|
▪
|
Relative ROIC performance for the 2016 performance units will be measured based on ITT's 2018 ROIC results and the Representative Peer Group companies' ROIC results that most closely align with the timing of ITT's 2018 year-end closing.
|
If Company's Relative ROIC Performance is:
|
Payout Factor for ROIC Component of
Performance Units*
|
at the 80th percentile or greater
|
200%
|
at the 50th percentile
|
100%
|
at the 35th percentile
|
50%
|
less than the 35th percentile
|
0%
|
•
|
TSR performance is measured for all companies in the index by comparing the average closing stock price for the month of December prior to the start of the three-year performance cycle, to the average closing stock price for the month of December that concludes the three-year performance cycle, including adjustments for reinvested dividends and extraordinary payments.
|
•
|
Vesting at the end of the applicable three-year performance period is based on the Company's TSR performance ranked against the TSR performance of the other companies within the index.
|
If Company's Relative Total Shareholder Return Performance is:
|
Payout Factor for TSR Component of
Performance Units*
|
at the 80th percentile or greater
|
200%
|
at the 50th percentile
|
100%
|
at the 35th percentile
|
50%
|
less than the 35th percentile
|
0%
|
•
|
2014-2016 TSR Results: During the three-year performance period, ITT's TSR was at the 19th percentile of the index of companies, which was below the threshold metric of at least the 35th percentile.
|
•
|
2014-2016 ROIC Results: ITT's ROIC performance was 9.4%, which was below the threshold metric of 10.65%.
|
▪
|
The option exercise price of stock options awarded is the NYSE closing price of the Company's common stock on the date the award is approved by the Compensation and Personnel Committee.
|
▪
|
Stock options granted to new executives have an exercise price equal to the closing price on the grant date, generally during the first of the month of employment.
|
▪
|
The 2011 Omnibus Incentive Plan (the "2011 Plan") prohibits the repricing of, or exchange of, stock options and stock appreciation rights that are priced below the prevailing market price with lower-priced stock options or stock appreciation rights without shareholder approval, except in the event of an equity restructuring.
|
▪
|
There may be adjustments to the post-employment exercise period of a stock option grant if an employee's tenure with the Company is terminated due to death, disability, retirement or termination by the Company other than for cause, provided that any post-employment exercise period cannot exceed the original expiration date of the stock option.
|
•
|
50% was granted in performance units (weighted equally based on the Company's Relative ROIC and Relative TSR); and
|
•
|
50% was granted in RSUs.
|
Emphasis on Long-Term Compensation
|
By granting long-term incentive compensation at 42% to 70% of our NEOs' total compensation package, the Compensation and Personnel Committee believes that it is encouraging strategies that correlate with the long-term interests of the Company. Our LTI awards, described elsewhere in this Compensation Discussion and Analysis under the heading "2016 Long-Term Incentive Compensation," feature a three-year vesting threshold for senior vice presidents and 10 year stock option terms, encouraging behavior focused on long-term value creation. Performance units focus on ITT's three-year stock price and Return on Invested Capital, encouraging behavior focused on long-term goals while discouraging behavior focused on short-term risks.
|
Pay Mix
|
15% to 33% of total target compensation is fixed for NEOs while the remaining total compensation is tied to performance, consistent with our pay-for-performance philosophy. As scope of responsibility increases, the amount of performance-based pay increases and fixed pay decreases relative to other officers. Our incentive design provides multiple performance time frames and a variety of financial measures that are intended to drive profitable and sustained growth.
|
Chief Executive Officer
|
5 X Annual Base Salary
|
Executive Vice Presidents
|
3 X Annual Base Salary
|
Senior Vice Presidents
|
2 X Annual Base Salary
|
Selected Vice Presidents
|
1 X Annual Base Salary
|
Name and Principal Position
|
Year
|
Salary
|
Bonus
|
Stock Awards
(1)
|
Option Awards
(2)
|
Non-Equity Incentive Plan Comp
(3)
|
Change in
Pension
Value and
Non-qualified
Deferred
Comp
Earnings
(4)
|
All Other
Comp
(5)
|
Total
|
||||||||||||||||
Denise L. Ramos
Chief Executive Officer & President
|
2016
|
$
|
1,000,000
|
|
$
|
—
|
|
$
|
3,500,125
|
|
$
|
1,125,012
|
|
$
|
805,000
|
|
$
|
35,585
|
|
$
|
211,818
|
|
$
|
6,677,540
|
|
2015
|
992,308
|
|
—
|
|
3,335,117
|
|
1,062,571
|
|
1,162,000
|
|
24,729
|
|
244,883
|
|
6,821,608
|
|
|||||||||
2014
|
942,308
|
|
—
|
|
2,760,828
|
|
907,789
|
|
1,412,689
|
|
234,036
|
|
355,421
|
|
6,613,071
|
|
|||||||||
Thomas M. Scalera
Executive Vice President and Chief Financial Officer
|
2016
|
497,526
|
|
—
|
|
700,224
|
|
225,002
|
|
300,000
|
|
4,017
|
|
78,681
|
|
1,805,450
|
|
||||||||
2015
|
468,077
|
|
—
|
|
828,180
|
|
200,034
|
|
417,525
|
|
—
|
|
87,092
|
|
2,000,908
|
|
|||||||||
2014
|
426,615
|
|
—
|
|
512,893
|
|
168,588
|
|
469,899
|
|
18,845
|
|
88,073
|
|
1,684,913
|
|
|||||||||
Luca Savi
Executive Vice President and Chief Operating Officer (6) |
2016
|
468,541
|
|
—
|
|
466,760
|
|
150,002
|
|
491,800
|
|
—
|
|
635,070
|
|
2,212,173
|
|
||||||||
2015
|
460,394
|
|
—
|
|
655,384
|
|
81,309
|
|
432,207
|
|
—
|
|
732,586
|
|
2,361,880
|
|
|||||||||
2014
|
539,162
|
|
—
|
|
345,518
|
|
77,833
|
|
457,725
|
|
—
|
|
164,713
|
|
1,584,951
|
|
|||||||||
Mary Beth Gustafsson
Senior Vice President and General Counsel
|
2016
|
445,103
|
|
—
|
|
625,188
|
|
168,752
|
|
274,598
|
|
1,828
|
|
67,288
|
|
1,582,757
|
|
||||||||
2015
|
427,192
|
|
—
|
|
487,500
|
|
162,500
|
|
373,438
|
|
—
|
|
64,216
|
|
1,514,846
|
|
|||||||||
2014
|
387,692
|
|
—
|
|
897,143
|
|
163,407
|
|
454,246
|
|
—
|
|
40,751
|
|
1,943,239
|
|
|||||||||
Aris C. Chicles
Former Executive Vice President and President, Industrial Process |
2016
|
451,793
|
|
—
|
|
606,805
|
|
195,038
|
|
—
|
|
14,250
|
|
76,294
|
|
1,344,180
|
|
||||||||
2015
|
437,192
|
|
—
|
|
588,785
|
|
187,543
|
|
348,608
|
|
—
|
|
144,675
|
|
1,706,803
|
|
|||||||||
2014
|
428,462
|
|
—
|
|
512,893
|
|
168,588
|
|
382,969
|
|
109,950
|
|
152,670
|
|
1,755,532
|
|
(1)
|
Amounts include the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 for performance units and RSUs. A discussion of the assumptions used in calculating these values may be found in Note 16 to the Consolidated Financial Statements in our
2016
Annual Report on Form 10-K.
|
(2)
|
Amounts in this column include the aggregate grant date fair value of non-qualified stock option awards in the year of grant based on a binomial lattice valuation. A discussion of assumptions relating to stock option awards may be found in Note 16 to the Consolidated Financial Statements in the Company’s
2016
Form 10-K.
|
(3)
|
As described in the "
2016 Annual Incentive Plan
" section of the Compensation Discussion and Analysis, the amounts reported reflect compensation earned for performance under the annual incentive compensation program for that year. AIP payments were made in March
2017
. Ms. Gustafsson deferred 90% of her 2016 AIP payout into the ITT Deferred Compensation Plan.
|
(4)
|
The change in the present value in accrued pension benefits was determined by measuring the present value of the accrued benefit at the representative dates using a discount rate of 4.3% for December 31, 2015 and 4.11% for December 31, 2016 (corresponding to the discount rates used for the ITT Salaried Retirement Plan). This pension plan is frozen and no additional benefits are being accrued, so the change in pension value reported is a result of changes to the actuarial assumptions used to calculate the present value of the benefits rather than an increase of the benefits. Below is the change in pension value for each NEO from December 31,
2015
to December 31,
2016
.
|
Named Executive Officer
|
ITT Salaried Retirement Plan
|
||||
Denise L. Ramos
|
|
$
|
14,015
|
|
|
Thomas M. Scalera
|
|
4,017
|
|
|
|
Luca Savi
|
|
—
|
|
|
|
Mary Beth Gustafsson
|
|
—
|
|
|
|
Aris C. Chicles
|
|
14,250
|
|
|
(5)
|
Amounts in this column for
2016
represent items specified in the All Other Compensation Table.
|
(6)
|
Mr. Savi’s compensation was converted from Euro (€) to U.S. dollars based on the average exchange rate for the year Mr. Savi was paid. The exchange rates used were
1.11
, 1.11 and
1.33
for
2016
,
2015
and
2014
, respectively.
|
|
Denise L. Ramos
|
Thomas M. Scalera
|
Luca Savi
|
Mary Beth Gustafsson
|
Aris C. Chicles
|
|||||||||||||||
Executive Perquisites:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Financial Counseling
(1)
|
|
$
|
11,201
|
|
|
$
|
9,000
|
|
|
$
|
—
|
|
|
$
|
7,960
|
|
|
$
|
6,447
|
|
Assignment and Relocation Expense
(2)
|
|
—
|
|
|
—
|
|
|
384,616
|
|
|
—
|
|
|
11,538
|
|
|||||
Total Perquisites
|
|
11,201
|
|
|
9,000
|
|
|
384,616
|
|
|
7,960
|
|
|
17,985
|
|
|||||
All Other Compensation:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Tax Reimbursements
(3)
|
|
—
|
|
|
—
|
|
|
151,942
|
|
|
—
|
|
|
—
|
|
|||||
Insurance Benefits
(4)
|
|
7,524
|
|
|
804
|
|
|
17,851
|
|
|
2,040
|
|
|
2,075
|
|
|||||
Retirement Plan Contributions
(5)
|
|
193,093
|
|
|
68,877
|
|
|
80,661
|
|
|
57,288
|
|
|
56,234
|
|
|||||
Total All Other Compensation
|
|
$
|
211,818
|
|
|
$
|
78,681
|
|
|
$
|
635,070
|
|
|
$
|
67,288
|
|
|
$
|
76,294
|
|
(1)
|
Amounts represent taxable financial and estate planning services fees paid during
2016
.
|
(2)
|
Amounts represent the following:
|
•
|
Mr. Savi started an international assignment in China during 2015. This assignment places one of ITT's senior leaders in China, which is a country with significant potential growth for ITT. In connection with his assignment and pursuant to the ITT International Assignment policy, ITT provides allowances for the costs that Mr. Savi and his family incur in excess of their costs had they remained in Italy. The total amount includes: housing costs in China ($132,727), costs for his children to attend school in China ($112,705), cost of living and hardship allowances ($84,546), transportation costs ($42,388) and other assignment-related costs including China immigration fees.
|
•
|
Mr. Chicles received a taxable $5,000 month allowance that was initiated in June 2014 for housing and commuting expenses in connection with his appointment to lead Industrial Process. In March 2016, Mr. Chicles moved his primary office from Seneca Falls to White Plains, NY and therefore this allowance ceased at that time.
|
(3)
|
Under ITT's International Assignment policy, employees on assignment to another country maintain the tax treatment they would have received if they remained in their home country. Any incremental home or host country taxes associated with the assignment are paid by the Company. The Company paid $77,501 for taxes and gross-ups for Mr. Savi in connection with his assignment from Italy to China. In addition, Mr. Savi is a U.S. green card holder and had a U.S. tax liability of $74,441 that was paid by the Company for the 2015 tax year.
|
(4)
|
Amounts include taxable group term-life insurance premiums attributable to each NEO, except Mr. Savi. Mr. Savi's insurance benefits include taxable amounts for medical, business trip, life and disability.
|
(5)
|
Amounts represent the total employer contributions under the ITT Retirement Savings Plan and the ITT Supplemental Retirement Savings Plan. 2016 contributions to the ITT Retirement Savings Plan are: $24,513 for Ms. Ramos, $18,550 for Mr. Scalera, $18,550 for Ms. Gustafsson and $18,550 for Mr. Chicles. Contributions to the ITT Supplemental Retirement Savings Plan are discussed in the
2016
Nonqualified Deferred Compensation table. The amount for Mr. Savi is the employer contribution to the Italian statutory termination indemnity fund that would be paid upon termination from the Company.
|
Name
|
Action Date
|
Grant Date
|
Estimated Future Payouts
Under Non-Equity Incentive
Plan Awards
(1)
|
|
Estimated Future Payouts
Under Equity Incentive
Plan Awards
(2)
|
All Other Stock Awards: Number of Shares of Stock or Units
(3)
(#)
|
All Other Option Awards: Number of Securities Underlying Options
(4)
(#)
|
Exercise or Base Price of Option Awards
(5)
($)
|
Grant Date Fair Value: Equity Incentive Plan Awards
(6)
($)
|
|||||||||||||||||||
Threshold
($)
|
Target
($)
|
Maximum
($)
|
|
Threshold
(#)
|
Target
(#)
|
Maximum
(#)
|
||||||||||||||||||||||
Denise L. Ramos
|
2/19/2016
|
2/19/2016
|
$
|
500,000
|
|
$
|
1,000,000
|
|
$
|
2,000,000
|
|
|
|
|
|
|
|
|
|
|||||||||
2/19/2016
|
2/19/2016
|
|
|
|
|
35,693
|
|
71,385
|
|
142,770
|
|
|
|
|
$
|
2,374,979
|
|
|||||||||||
|
2/19/2016
|
2/19/2016
|
|
|
|
|
|
|
|
34,085
|
|
|
|
$
|
1,125,146
|
|
||||||||||||
|
2/19/2016
|
2/19/2016
|
|
|
|
|
|
|
|
|
123,900
|
|
$
|
33.01
|
|
$
|
1,125,012
|
|
||||||||||
Thomas M. Scalera
|
2/19/2016
|
2/19/2016
|
$
|
187,500
|
|
$
|
375,000
|
|
$
|
750,000
|
|
|
|
|
|
|
|
|
|
|||||||||
2/19/2016
|
2/19/2016
|
|
|
|
|
7,140
|
|
14,280
|
|
28,560
|
|
|
|
|
$
|
475,096
|
|
|||||||||||
|
2/19/2016
|
2/19/2016
|
|
|
|
|
|
|
|
6,820
|
|
|
|
$
|
225,128
|
|
||||||||||||
|
2/19/2016
|
2/19/2016
|
|
|
|
|
|
|
|
|
24,780
|
|
$
|
33.01
|
|
$
|
225,002
|
|
||||||||||
Luca Savi
|
2/19/2016
|
2/19/2016
|
$
|
176,907
|
|
$
|
353,813
|
|
$
|
707,626
|
|
|
|
|
|
|
|
|
|
|||||||||
|
2/19/2016
|
2/19/2016
|
|
|
|
|
4,760
|
|
9,520
|
|
19,040
|
|
|
|
|
$
|
316,730
|
|
||||||||||
|
2/19/2016
|
2/19/2016
|
|
|
|
|
|
|
|
4,545
|
|
|
|
$
|
150,030
|
|
||||||||||||
|
2/19/2016
|
2/19/2016
|
|
|
|
|
|
|
|
|
16,520
|
|
$
|
33.01
|
|
$
|
150,002
|
|
||||||||||
Mary Beth Gustafsson
|
2/19/2016
|
2/19/2016
|
$
|
167,438
|
|
$
|
334,875
|
|
$
|
669,750
|
|
|
|
|
|
|
|
|
|
|||||||||
2/19/2016
|
2/19/2016
|
|
|
|
|
5,355
|
|
10,710
|
|
21,420
|
|
|
|
|
$
|
356,322
|
|
|||||||||||
|
2/19/2016
|
2/19/2016
|
|
|
|
|
|
|
|
8,145
|
|
|
|
$
|
268,866
|
|
||||||||||||
|
2/19/2016
|
2/19/2016
|
|
|
|
|
|
|
|
|
18,585
|
|
$
|
33.01
|
|
$
|
168,752
|
|
||||||||||
Aris C. Chicles
|
2/19/2016
|
2/19/2016
|
$
|
170,625
|
|
$
|
341,250
|
|
$
|
682,500
|
|
|
|
|
|
|
|
|
|
|||||||||
2/19/2016
|
2/19/2016
|
|
|
|
|
6,188
|
|
12,375
|
|
24,750
|
|
|
|
|
$
|
411,716
|
|
|||||||||||
|
2/19/2016
|
2/19/2016
|
|
|
|
|
|
|
|
5,910
|
|
|
|
$
|
195,089
|
|
||||||||||||
|
2/19/2016
|
2/19/2016
|
|
|
|
|
|
|
|
|
21,480
|
|
$
|
33.01
|
|
$
|
195,038
|
|
(1)
|
Amounts reflect the threshold, target and maximum payment levels, respectively, if an award payout is achieved under the AIP. These potential payments are based on achievement of specific performance metrics and are completely at risk. The AIP target award is computed based upon the applicable range of net estimated payments denominated in dollars where the target award is equal to 100% of the award potential, the threshold is equal to 50% of target, and the maximum is equal to 200% of target. Zero payment is possible for performance below the threshold. Mr. Savi is employed by ITT Italy Holding s.r.l. and his amounts have been converted from Euro (€) to U.S. dollars using a
2016
average exchange rate of
1.11
.
|
(2)
|
Amounts reflect the threshold, target and maximum unit levels, respectively, if an award payout is achieved under the Company's performance units. These potential unit amounts are based on achievement of specific performance metrics and are completely at risk. The performance unit is computed based upon the applicable range of net estimated payments denominated in units where the target award is equal to 100% of the award potential, the threshold is equal to 50% of target and the maximum is equal to 200% of target.
|
(3)
|
Amounts reflect RSU awards granted in
2016
to the NEOs.
|
(4)
|
Amounts reflect non-qualified stock options granted in
2016
to the NEOs.
|
(5)
|
The stock option exercise price for non-qualified stock options granted in
2016
was the closing price of our common stock on the date the non-qualified stock options were granted.
|
(6)
|
Amounts represent the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 for performance unit, RSU and non-qualified stock option awards granted to the NEOs in
2016
. A discussion of assumptions relating to these LTI awards may be found in Note 16 to the Consolidated Financial Statements in our
2016
Form 10-K.
|
|
|
Option Awards
|
|
Stock Awards
|
|||||||||||||||||||||
Name
|
Grant Date
|
Number of Securities Underlying Unexercised Options Exercisable (#)
|
Number of Securities Underlying Unexercised Options Unexercisable
(1)
(#)
|
Equity
Incentive Plan Award: Number of Securities Underlying Unexercised Unearned Options
(#)
|
Option Exercise Price
($)
|
Option Expiration Date
|
|
Number of Shares or Units of Stock That Have Not Vested
(2)
(#)
|
Market Value of Shares or Units of Stock That Have Not Vested
(3)
($)
|
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested
(2)
(#)
|
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested
(3)
($) |
||||||||||||||
Denise L. Ramos
|
11/7/2011
|
150,000
|
|
—
|
|
—
|
|
20.28
|
|
11/7/2021
|
|
|
—
|
|
|
|
$
|
—
|
|
|
—
|
|
$
|
—
|
|
3/8/2012
|
136,100
|
|
—
|
|
—
|
|
22.80
|
|
3/8/2022
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
—
|
|
|||
|
3/5/2013
|
105,295
|
|
—
|
|
—
|
|
26.76
|
|
3/5/2023
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
—
|
|
||
|
3/4/2014
|
—
|
|
74,470
|
|
—
|
|
43.52
|
|
3/4/2024
|
|
|
20,110
|
|
|
|
775,643
|
|
|
—
|
|
—
|
|
||
|
2/25/2015
|
—
|
|
92,720
|
|
—
|
|
41.52
|
|
2/25/2025
|
|
|
25,595
|
|
|
|
987,199
|
|
|
26,485
|
|
1,021,526
|
|
||
|
2/19/2016
|
—
|
|
123,900
|
|
—
|
|
33.01
|
|
2/19/2026
|
|
|
34,085
|
|
|
|
1,314,658
|
|
|
35,693
|
|
1,376,679
|
|
||
Thomas M. Scalera
|
11/7/2011
|
49,928
|
|
—
|
|
—
|
|
20.28
|
|
11/7/2021
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
—
|
|
||
3/8/2012
|
29,115
|
|
—
|
|
—
|
|
22.80
|
|
3/8/2022
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
—
|
|
|||
|
3/5/2013
|
22,975
|
|
—
|
|
—
|
|
26.76
|
|
3/5/2023
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
—
|
|
||
|
3/4/2014
|
—
|
|
13,830
|
|
—
|
|
43.52
|
|
3/4/2024
|
|
|
3,735
|
|
|
|
144,059
|
|
|
—
|
|
—
|
|
||
|
2/25/2015
|
—
|
|
17,455
|
|
—
|
|
41.52
|
|
2/25/2025
|
|
|
9,640
|
|
|
|
371,815
|
|
|
4,987
|
|
192,349
|
|
||
|
2/19/2016
|
—
|
|
24,780
|
|
—
|
|
33.01
|
|
2/19/2026
|
|
|
6,820
|
|
|
|
263,047
|
|
|
7,140
|
|
275,390
|
|
||
Luca Savi
|
3/8/2012
|
13,295
|
|
—
|
|
—
|
|
22.80
|
|
3/8/2022
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
—
|
|
||
|
3/5/2013
|
10,290
|
|
—
|
|
—
|
|
26.76
|
|
3/5/2023
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
—
|
|
||
|
3/4/2014
|
—
|
|
6,385
|
|
—
|
|
43.52
|
|
3/4/2024
|
|
|
4,225
|
|
|
|
162,958
|
|
|
—
|
|
—
|
|
||
|
2/25/2015
|
—
|
|
7,095
|
|
—
|
|
41.52
|
|
2/25/2025
|
|
|
11,595
|
|
|
|
447,219
|
|
|
2,027
|
|
78,181
|
|
||
|
2/19/2016
|
—
|
|
16,520
|
|
—
|
|
33.01
|
|
2/19/2026
|
|
|
4,545
|
|
|
|
175,301
|
|
|
4,760
|
|
183,593
|
|
||
Mary Beth Gustafsson
|
3/4/2014
|
—
|
|
13,405
|
|
—
|
|
43.52
|
|
3/4/2024
|
|
|
12,815
|
|
|
|
494,275
|
|
|
—
|
|
—
|
|
||
2/25/2015
|
—
|
|
14,185
|
|
—
|
|
41.52
|
|
2/25/2025
|
|
|
3,915
|
|
|
|
151,002
|
|
|
4,053
|
|
156,324
|
|
|||
|
2/19/2016
|
—
|
|
18,585
|
|
—
|
|
33.01
|
|
2/19/2026
|
|
|
8,145
|
|
|
|
314,153
|
|
|
5,355
|
|
206,542
|
|
||
Aris C. Chicles
|
3/5/2013
|
23,650
|
|
—
|
|
—
|
|
26.76
|
|
3/5/2023
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
—
|
|
||
3/4/2014
|
—
|
|
13,830
|
|
—
|
|
43.52
|
|
3/4/2024
|
|
|
3,735
|
|
|
|
144,059
|
|
|
—
|
|
—
|
|
|||
|
2/25/2015
|
—
|
|
16,365
|
|
—
|
|
41.52
|
|
2/25/2025
|
|
|
4,520
|
|
|
|
174,336
|
|
|
4,675
|
|
180,315
|
|
||
|
2/19/2016
|
—
|
|
21,480
|
|
—
|
|
33.01
|
|
2/19/2026
|
|
|
5,910
|
|
|
|
227,949
|
|
|
6,188
|
|
238,671
|
|
(1)
|
Stock options vest on the third anniversary of the grant date.
|
(2)
|
RSUs vest on the third anniversary of the grant date. Performance units vest upon the completion of a three-year performance period beginning January 1 of the grant year and are shown at threshold payout. Under the Equity Incentive Plan Awards column, the 2014 performance units granted on March 4, 2014 are shown as zero because the TSR and ROIC performance thresholds were not met.
|
(3)
|
Reflects the Company's closing stock price of $38.57 on December 30,
2016
. Under the Equity Incentive Plan Awards column, the 2014 performance units granted on March 4, 2014 are shown as zero because the TSR and ROIC performance thresholds were not met.
|
|
Option Awards
|
|
Stock Awards
|
||||||||
Named Executive Officer
|
# of Shares Acquired on Exercise
|
Value Realized on Exercise
|
|
# of Shares Acquired on Vesting
|
Value Realized on Vesting
|
||||||
Denise L. Ramos
|
242,237
|
|
$
|
3,802,462
|
|
|
116,742
|
|
$
|
4,343,970
|
|
Thomas M. Scalera
|
16,329
|
|
265,896
|
|
|
25,471
|
|
947,776
|
|
||
Luca Savi
(1)
|
—
|
|
—
|
|
|
8,844
|
|
329,085
|
|
||
Mary Beth Gustafsson
|
—
|
|
—
|
|
|
—
|
|
—
|
|
||
Aris C. Chicles
|
177,728
|
|
2,927,925
|
|
|
35,563
|
|
1,323,299
|
|
(1)
|
Mr. Savi's 2013 RSU award of 3,531 shares, which vested in 2016, was settled in cash rather than shares, and the value realized was $131,389, which is not included in the table. The 8,844 shares acquired on vesting were for Mr. Savi's 2013 performance units which settled in shares.
|
•
|
2% of his or her "average final compensation" (as defined below) for each of the first 25 years of benefit service, plus
|
•
|
1.5% of his or her average final compensation for each of the next 15 years of benefit service, reduced by
|
•
|
1.25% of his or her primary Social Security benefit for each year of benefit service up to a maximum of 40 years.
|
•
|
1.5% of his or her average final compensation for each year of benefit service up to 40 years, reduced by
|
•
|
1.25% of his or her primary Social Security benefit for each year of benefit service up to a maximum of 40 years.
|
•
|
The participant's average annual base salary for the five calendar years of the last 120 consecutive calendar months of eligibility service that would result in the highest average annual base salary amount, plus
|
•
|
The participant's average annual pension eligible compensation, not including base salary, for the five calendar years of the participant's last 120 consecutive calendar months of eligibility service that would result in the highest average annual compensation amount.
|
•
|
Under age 30: 3% per year of benefit service
|
•
|
Age 30 to age 39: 4% per year of benefit service
|
•
|
Age 40 to age 49: 5% per year of benefit service
|
•
|
Age 50 and over: 6% per year of benefit service
|
Named Executive Officer
|
Plan Name
|
Number of Years Credit Service (#)
|
Present Value of Accumulated Benefit at Earliest Date for Unreduced Benefit
|
Payments During Last Fiscal Year
|
||||||||
Denise L. Ramos
|
ITT Salaried Retirement Plan
|
4.33
|
|
$
|
168,587
|
|
|
|
$
|
—
|
|
|
Thomas M. Scalera
(1)
|
ITT Salaried Retirement Plan
|
5.77
|
|
47,746
|
|
|
|
—
|
|
|
||
Luca Savi
(2)
|
ITT Salaried Retirement Plan
|
N/A
|
|
N/A
|
|
|
|
N/A
|
|
|
||
Mary Beth Gustafsson
(3)
|
ITT Salaried Retirement Plan
|
N/A
|
|
N/A
|
|
|
|
N/A
|
|
|
||
Aris C. Chicles
|
ITT Salaried Retirement Plan
|
5.42
|
|
161,213
|
|
|
|
—
|
|
|
(1)
|
Mr. Scalera has an accrued benefit under both the Traditional Pension Plan formula and the Pension Equity Plan formula. His lump sum Pension Equity Plan benefit is $50,515 under the ITT Salaried Retirement Plan as of December 31,
2016
.
|
(2)
|
Mr. Savi receives statutory retirement benefits under Italian law and additional benefits applicable to Dirigenti employees.
|
(3)
|
Ms. Gustafsson was hired after October 31, 2011, the date on which the plans were frozen, therefore she is not eligible to participate in the plans.
|
•
|
Measurement date: December 31,
2016
|
•
|
Discount Rate: 4.11%
|
•
|
Mortality (pre-commencement): None
|
•
|
Mortality (post-commencement): RP-2014 Annuitant Mortality Table, separate rates for males and females
|
•
|
Mortality projection (post-commencement): Generational projection with MP-2014 Mortality Improvement Scale, with 0.75 Long-Term Rate adjustment factor and 15 year convergence period.
|
•
|
Normal retirement date: age 65
|
•
|
Unreduced retirement date: age 65
|
•
|
Assumed benefit commencement date: age 65
|
•
|
Accumulated benefit is calculated based on credited service and pay as of October 31, 2011
|
•
|
For benefits under the Traditional Pension Plan formula, present value is based on the single life annuity payable at assumed benefit commencement date.
|
•
|
For benefits under the Pension Equity Plan formula, present value is based on projected lump sum value at assumed benefit commencement date; Pension Equity Plan value is projected from December 31, 2016, to age 65 using an interest crediting rate of 1.55% for the ITT Salaried Retirement Plan.
|
•
|
All results shown are estimates only; actual benefits will be based on precise credited service and compensation history, which will be determined at benefit commencement date.
|
Name of Fund
|
Rate of Return 1/1/16 to 12/31/16
|
Name of Fund
|
Rate of Return 1/1/16 to 12/31/16
|
Fixed Rate Option
(1)
|
3.75%
|
American Funds EuroPacific Growth (REREX)
|
0.69%
|
PIMCO Total Return Institutional (PTTRX)
|
2.59%
|
First Eagle Overseas A (SGOVX)
|
5.59%
|
PIMCO Real Return Institutional (PRRIX)
|
5.03%
|
Lazard Emerging Markets Equity Open (LZOEX)
|
20.17%
|
T Rowe Price High Yield (PRHYX)
|
14.51%
|
Clearbrige Small Cap Growth IS (LMOIX)
|
6.25%
|
Dodge & Cox Stock (DODGX)
|
21.28%
|
DFA US Targeted Value I (DFFVX)
|
26.86%
|
Vanguard Developed Markets Index Inv (VDVIX)
|
2.36%
|
Invesco Global Real Estate A (AGREX)
|
1.57%
|
Vanguard 500 Index (VFINX)
|
11.82%
|
Model Portfolio
(2)
— Conservative
|
3.89%
|
American Funds Growth Fund of America R4 (RGAEX)
|
8.44%
|
Model Portfolio
(2)
— Moderate Conservative
|
6.45%
|
Artisan Mid Cap (ARTMX)
|
(0.89)%
|
Model Portfolio
(2)
— Moderate
|
8.32%
|
Vanguard Selected Value Inv (VASVX)
|
16.34%
|
Model Portfolio
(2)
— Moderate Aggressive
|
9.70%
|
Vanguard Federal Money Market Inv (VMFXX)
|
0.30%
|
Model Portfolio
(2)
— Aggressive
|
10.50%
|
Harbor International (HIINX)
|
(0.14)%
|
ITT Stock Fund (ITT)
|
7.61%
|
Vanguard Total Bond Market Index (VBMFX)
|
2.50%
|
|
|
(1)
|
The Fixed Rate Option rate is based on guaranteed contractual returns from the insurance company provider.
|
(2)
|
The returns shown in the model portfolio are not subsidized by the Company, but represent returns for a managed portfolio based on funds available to deferred compensation participants.
|
Name
|
Executive Contributions Last Fiscal Year
(1)
|
Registrant Contributions Last Fiscal Year
(2)
|
Aggregate Earnings Last Fiscal Year
(3)
|
Aggregate Withdrawals/Distributions
|
Aggregate Balance at Last Fiscal Year End
|
|||||||||||||||
Denise L. Ramos
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Non-qualified savings
|
|
$
|
—
|
|
|
$
|
168,580
|
|
|
$
|
14,665
|
|
|
$
|
—
|
|
|
$
|
825,503
|
|
Deferred compensation
|
—
|
|
|
—
|
|
|
132,033
|
|
|
160,804
|
|
|
3,621,781
|
|
||||||
Total
|
|
—
|
|
|
168,580
|
|
|
146,698
|
|
|
160,804
|
|
|
4,447,284
|
|
|||||
Thomas M. Scalera
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Non-qualified savings
|
|
—
|
|
|
50,327
|
|
|
3,007
|
|
|
—
|
|
|
192,379
|
|
|||||
Deferred compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total
|
|
—
|
|
|
50,327
|
|
|
3,007
|
|
|
—
|
|
|
192,379
|
|
|||||
Luca Savi
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Non-qualified savings
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Deferred compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Mary Beth Gustafsson
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Non-qualified savings
|
|
—
|
|
|
15,211
|
|
|
996
|
|
|
—
|
|
|
68,815
|
|
|||||
Deferred compensation
|
336,094
|
|
|
23,527
|
|
|
11,059
|
|
|
—
|
|
|
370,680
|
|
||||||
Total
|
|
336,094
|
|
|
38,738
|
|
|
12,055
|
|
|
—
|
|
|
439,495
|
|
|||||
Aris C. Chicles
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Non-qualified savings
|
|
—
|
|
|
37,684
|
|
|
4,553
|
|
|
—
|
|
|
283,434
|
|
|||||
Deferred compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total
|
|
—
|
|
|
37,684
|
|
|
4,553
|
|
|
—
|
|
|
283,434
|
|
(1)
|
Ms. Gustafsson deferred a portion of her 2015 bonus that was paid in March 2016. None of the other NEOs elected to defer their 2015 bonus.
|
(2)
|
Amounts represent the core, match and applicable transition employer contributions into the ITT Supplemental Retirement Savings Plan (Non-qualified savings) and the ITT Deferred Compensation Plan (Deferred compensation).
|
(3)
|
As noted in the Summary Compensation Table, the fixed rate investment option in the ITT Deferred Compensation Plan was set at 3.75% for
2016
. The rate exceeded the Applicable Federal Long-term Rate of 3.13% by 0.62 percentage points. Ms. Ramos received
$21,570
and Ms. Gustafsson received $1,828 as a result as a result of the earnings in excess of the AFR. The rate of 3.75% is based on a guaranteed contractual return from the insurance company provider.
|
•
|
Accrued salary and vacation pay.
|
•
|
Regular pension benefits under the ITT Salaried Retirement Plan (frozen as of the date of the Spin Transaction and transferred to Exelis Inc., which was acquired by Harris Corporation). ITT participants do not accrue any additional service credit under the plan in the event of a termination. See the section "Post-Employment Compensation" in the Compensation Discussion and Analysis for more information.
|
•
|
Health care benefits provided to retirees under the ITT Salaried Retirement Plan, including retiree medical and dental insurance (if eligible as of the date of the Spin Transaction). Employees who terminate prior to retirement are eligible for continued benefits under COBRA.
|
•
|
Distributions of plan balances under the ITT Retirement Savings Plan and amounts under the ITT Supplemental Retirement Savings Plan.
|
•
|
Any accrued but unpaid base salary, bonus (AIP award), vacation and unreimbursed expenses;
|
•
|
Two or three times the current base salary and target annual incentive as of the termination date;
|
•
|
A lump sum payment equal to two or three times the highest annual base salary rate during the three years preceding termination or an acceleration event times the highest percentage rate of the Company's contributions to the ITT Retirement Savings Plan and the ITT Supplemental Retirement Savings Plan, such percentage rate not to exceed 7% per year;
|
•
|
Subsidized healthcare benefits for six months after termination; and
|
•
|
One year of outplacement assistance.
|
•
|
2011 Omnibus Incentive Plan
|
•
|
ITT Change in Control Severance Pay Plan
|
•
|
2003 Equity Incentive Plan
|
•
|
ITT Deferred Compensation Plan
|
•
|
ITT Annual Incentive Plan for Executive Officers
|
•
|
ITT Supplemental Retirement Savings Plan
|
•
|
ITT Senior Executive Change in Control Severance Pay Plan
|
•
|
Ramos Employment Agreement
|
1.
|
A report on Schedule 13D was filed with the SEC disclosing that any person, other than the Company or one of its subsidiaries or any employee benefit plan that is sponsored by the Company or a subsidiary, had become the beneficial owner of 20% or more of the Company's outstanding stock.
|
2.
|
A person other than the Company or one of its subsidiaries or any employee benefit plan that is sponsored by the Company or a subsidiary purchased the Company's shares in connection with a tender or exchange offer, if after consummation of the offer the person purchasing the shares is the beneficial owner of 20% or more of the Company's outstanding stock.
|
3.
|
The shareholders of the Company approved, and the Company fully executed:
|
(a)
|
Any consolidation, business combination or merger of the Company other than a consolidation, business combination or merger in which the shareholders of the Company immediately prior to the merger would hold 50% or more of the combined voting power of the Company or the surviving corporation of the merger and would have the same proportionate ownership of common stock of the surviving corporation that they held in the Company immediately prior to the merger; or
|
(b)
|
Any sale, lease, exchange or other transfer of all or substantially all of the assets of the Company.
|
4.
|
A majority of the members of the Board of Directors of the Company changed within a 12 month period, unless the election or nomination for election of each of the new directors by the Company's shareholders had been approved by two-thirds of the directors still in office who had been directors at the beginning of
|
5.
|
Any person other than the Company or one of its subsidiaries or any employee benefit plan sponsored by the Company or a subsidiary became the beneficial owner of 20% or more of the Company's outstanding stock.
|
1.
|
A majority of the members of the Board of Directors of the Company changed within a 12 month period, unless the election or nomination for election of each of the new directors by the Company's shareholders had been approved by two-thirds of the directors still in office who had been directors at the beginning of the 12 month period or whose nomination for election or election was recommended or approved by a majority of directors who were directors at the beginning of the 12 month period.
|
2.
|
Any one person, or more than one person acting as a group (as defined in Treasury Regs. 1.409A-2(i)(5)(v)(B)), acquires ownership of shares that, together with shares held by such person or group constitutes more than 50% of the total fair market value or total voting power of the shares of the Corporation.
|
3.
|
Either (i) a person, or more than one person acting as a group (as defined in Treasury Regs. 1.409A-2(i)(5)(v)(B)), acquires ownership of shares possessing 30% or more of the total voting power of the shares of the Corporation, taking into account all such shares acquired during the 12 month period ending on the date of the most recent acquisition, or (ii) a majority of the members of the Board of Directors is replaced during any 12 month period by directors whose appointment or election is not endorsed by a majority of the members of such Board of Directors prior to the date of the appointment or election, but only if no other corporation is a majority shareholder.
|
4.
|
A change in the ownership of a substantial portion of assets occurs on the date on which any one person, or more than one person acting as a group (as defined in Treasury Regs. 1.409A-2(i)(5)(v)(B)), other than a person or group of persons that is related to the Company, acquires assets that have a total gross fair market value equal to or more than 40% of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions, taking into account all such assets acquired during the 12 month period ending on the date of the most recent acquisition.
|
|
Resignation or Termination for Cause
|
Death or
Disability
|
|
Termination
Not For Cause
|
|
Termination Not For Cause or With Good Reason After Change of Control
|
||||||||||||||
Denise L. Ramos
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Cash Severance
(1)
|
|
$
|
—
|
|
|
|
$
|
—
|
|
|
|
$
|
2,000,000
|
|
|
|
$
|
3,000,000
|
|
|
AIP
|
|
—
|
|
|
|
—
|
|
|
|
2,000,000
|
|
|
|
3,000,000
|
|
|
||||
Unvested Equity Awards
(2)
|
|
—
|
|
|
|
8,562,757
|
|
|
|
4,150,642
|
|
|
|
8,562,757
|
|
|
||||
ITT Supplemental Retirement Savings Plan
(3)
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
210,000
|
|
|
||||
Other Benefits
(4)
|
|
—
|
|
|
|
—
|
|
|
|
59,124
|
|
|
|
73,686
|
|
|
||||
Total
(5)
|
|
$
|
—
|
|
|
|
$
|
8,562,757
|
|
|
|
$
|
8,209,766
|
|
|
|
$
|
14,846,443
|
|
|
Thomas M. Scalera
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Cash Severance
(1)
|
|
$
|
—
|
|
|
|
$
|
—
|
|
|
|
$
|
583,333
|
|
|
|
$
|
1,500,000
|
|
|
AIP
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
1,125,000
|
|
|
||||
Unvested Equity Awards
(2)
|
|
—
|
|
|
|
1,852,213
|
|
|
|
910,698
|
|
|
|
1,852,213
|
|
|
||||
ITT Supplemental Retirement Savings Plan
(3)
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
105,000
|
|
|
||||
Other Benefits
(4)
|
|
—
|
|
|
|
—
|
|
|
|
37,896
|
|
|
|
37,896
|
|
|
||||
Total
(5)
|
|
$
|
—
|
|
|
|
$
|
1,852,213
|
|
|
|
$
|
1,531,927
|
|
|
|
$
|
4,620,109
|
|
|
Luca Savi
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Cash Severance
(1)
|
|
$
|
—
|
|
|
|
$
|
—
|
|
|
|
$
|
471,750
|
|
|
|
$
|
1,415,250
|
|
|
AIP
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
1,061,438
|
|
|
||||
Unvested Equity Awards
(2)
|
|
—
|
|
|
|
1,400,917
|
|
|
|
723,551
|
|
|
|
1,400,917
|
|
|
||||
ITT Supplemental Retirement Savings Plan
(3)
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
||||
Other Benefits
(4)
|
|
—
|
|
|
|
—
|
|
|
|
30,000
|
|
|
|
30,000
|
|
|
||||
Total
(5)
|
|
$
|
—
|
|
|
|
$
|
1,400,917
|
|
|
|
$
|
1,225,301
|
|
|
|
$
|
3,907,605
|
|
|
Mary Beth Gustafsson
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Cash Severance
(1)
|
|
$
|
—
|
|
|
|
$
|
—
|
|
|
|
$
|
412,154
|
|
|
|
$
|
1,339,500
|
|
|
AIP
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
1,004,625
|
|
|
||||
Unvested Equity Awards
(2)
|
|
—
|
|
|
|
1,788,456
|
|
|
|
1,074,417
|
|
|
|
1,788,456
|
|
|
||||
ITT Supplemental Retirement Savings Plan
(3)
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
93,765
|
|
|
||||
Other Benefits
(4)
|
|
—
|
|
|
|
—
|
|
|
|
37,896
|
|
|
|
37,896
|
|
|
||||
Total
(5)
|
|
$
|
—
|
|
|
|
$
|
1,788,456
|
|
|
|
$
|
1,524,466
|
|
|
|
$
|
4,264,242
|
|
|
Aris C. Chicles
(6)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Cash Severance
(1)
|
|
$
|
—
|
|
|
|
$
|
—
|
|
|
|
$
|
530,833
|
|
|
|
$
|
—
|
|
|
AIP
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
||||
Unvested Equity Awards
(2)
|
|
—
|
|
|
|
—
|
|
|
|
859,926
|
|
|
|
—
|
|
|
||||
ITT Supplemental Retirement Savings Plan
(3)
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
||||
Other Benefits
(4)
|
|
—
|
|
|
|
—
|
|
|
|
37,896
|
|
|
|
—
|
|
|
||||
Total
(5)
|
|
$
|
—
|
|
|
|
$
|
—
|
|
|
|
$
|
1,428,655
|
|
|
|
$
|
—
|
|
|
(1)
|
Under the terms of Ms. Ramos' employment agreement, should she be terminated other than for cause and other than for an acceleration event, Ms. Ramos will be entitled to receive severance pay in an amount equal to two times the sum of her (x) annual base salary and (y) target annual incentive. Under the ITT Senior Executive Severance Pay Plan, Mr. Scalera's 2011 employment letter entered into at the time of the Spin Transaction, and as described elsewhere in this section, the other NEOs will receive base salary after termination without cause for the following severance periods: Mr. Scalera 14 months, Mr. Savi 12 months, Ms. Gustafsson 48 weeks, and Mr. Chicles 14 months. In the event of termination following a change of control, all NEOs, with the exception of Ms. Ramos, are covered under the Company's ITT Senior Executive Change in Control Severance Pay Plan, described elsewhere in this section and, under the terms of the plan, would be paid a lump sum payment equal to the sum of (x) three (3) times the current annual base salary rate paid at the time of termination of employment, and (y) three (3) times the current annual bonus paid or awarded (whether or not deferred). In the event of termination following a change of control, Ms. Ramos will, subject to certain conditions and limitations set forth in her employment agreement, be entitled to severance pay in an amount equal to three times the sum of (x) annual base salary and (y) the greater of the annual incentive (assumed at target) or the actual bonus most recently paid, payable in installments over 24 months. Mr. Savi's salary and AIP have been converted from Euro to U.S. dollars using the
2016
average exchange rate of
1.11
.
|
(2)
|
Unvested equity awards reflect the market value of stock and in the money value of stock options based on the Company's December 30,
2016
closing stock price of $38.57. Termination provisions are set forth in the specific award agreements.
|
(3)
|
No additional ITT Supplemental Retirement Savings Plan payments are made in the event of voluntary or involuntary termination, or termination for cause. Amount reflects the additional cash payment representing Company contributions, which would be made following a change of control as described in the ITT Senior Executive Change in Control Severance Pay Plan.
|
(4)
|
"Other Benefits" includes healthcare benefits and outplacement services. Under Ms. Ramos' employment agreement, Ms. Ramos will continue to be eligible to participate in Company benefit plans for a period of two years after termination not for cause. Under the ITT Senior Executive Severance Pay Plan, the other NEOs will continue to receive subsidized healthcare benefits during the severance period for the first six months after termination without cause. In the event of a change of control, Ms. Ramos will continue to be eligible to participate in Company benefit plans for a period of three years as outlined in her employment agreement. The other NEOs are covered under the ITT Senior Executive Change in Control Severance Pay Plan, and will receive subsidized healthcare benefits during the severance period for the first six months after termination without cause.
|
(5)
|
Values in this table show the full payments per the applicable plan documents under the potential termination scenarios. In the event of a change of control a "best net" provision would apply, which provides either an unreduced benefit or a reduction in payments sufficient to avoid triggering an excise tax, whichever is better after-tax.
|
(6)
|
Mr. Chicles will depart the Company effective March 30, 2017. The values reported in this table reflect the amounts that we will pay to Mr. Chicles pursuant to the terms of his separation agreement and applicable award agreements for equity incentive awards granted under the 2011 Plan. Mr. Chicles' departure is regarded as a termination not for cause for purposes of his LTI awards.
|
• Christina A. Gold (Chair)
|
• Donald DeFosset, Jr.
|
• Rebecca A. McDonald
|
• Orlando D. Ashford
|
• Richard P. Lavin
|
|
Name
|
Fees Earned or Paid in Cash
(1)
|
Stock
Awards
(2)
|
Total
|
||||||
Orlando D. Ashford
|
$
|
100,000
|
|
$
|
100,014
|
|
$
|
200,014
|
|
G. Peter D'Aloia
|
115,000
|
|
100,014
|
|
215,014
|
|
|||
Geraud Darnis
|
100,000
|
|
100,014
|
|
200,014
|
|
|||
Donald DeFosset, Jr.
|
100,000
|
|
100,014
|
|
200,014
|
|
|||
Nicholas C. Fanandakis
(3)
|
66,667
|
|
66,680
|
|
133,347
|
|
|||
Christina A. Gold
|
110,000
|
|
100,014
|
|
210,014
|
|
|||
Richard P. Lavin
|
100,000
|
|
100,014
|
|
200,014
|
|
|||
Frank T. MacInnis
|
162,500
|
|
162,506
|
|
325,006
|
|
|||
Rebecca A. McDonald
|
100,000
|
|
100,014
|
|
200,014
|
|
|||
Timothy H. Powers
|
100,000
|
|
100,014
|
|
200,014
|
|
(1)
|
Fees may be paid in cash at the time they are earned, or deferred, at the election of the director. Non-management directors may irrevocably elect deferral into an interest-bearing cash account or into the ITT Stock Fund, which is a tracking fund that invests in Company stock.
|
(2)
|
Awards are made in RSUs and they reflect a grant date fair value computed in accordance with GAAP. The grant date fair value of the RSUs granted on May 11, 2016, the date of our 2016 annual meeting, was $100,014. The closing price of ITT stock on that date was $34.97. The equity component of the non-management director compensation program was increased from $90,000 to $100,000 in May 2016 after a review by Pay Governance of market comparison data. Non-management director compensation had been unchanged since prior to the Spin Transaction.
|
(3)
|
Mr. Fanandakis was elected to the Board of Directors on October 20, 2016 and therefore he received compensation that was pro-rated to reflect his partial year of service on the Board for the 2016-2017 director term. He was paid cash of $66,667 and was granted RSUs on October 20, 2016 with a grant date fair value of $66,680 on the grant date. The closing price of ITT stock on that date was $34.16.
|
Name of Beneficial Owner
|
Amount and Nature of Beneficial Ownership
|
Percent of Class
|
|||||||
Total Shares Beneficially Owned
|
Shares Owned Directly
(1)
|
Options
(2)
|
Stock Units
(3)
|
||||||
Denise L. Ramos
|
620,603
|
|
134,628
|
|
465,865
|
|
20,110
|
|
*
|
Thomas M. Scalera
|
151,612
|
|
32,029
|
|
115,848
|
|
3,735
|
|
*
|
Luca Savi
|
49,909
|
|
15,714
|
|
29,970
|
|
4,225
|
|
*
|
Mary Beth Gustafsson
|
26,220
|
|
—
|
|
13,405
|
|
12,815
|
|
*
|
Aris C. Chicles
|
66,950
|
|
25,735
|
|
37,480
|
|
3,735
|
|
*
|
Orlando D. Ashford
|
13,389
|
|
13,389
|
|
—
|
|
—
|
|
*
|
G. Peter D'Aloia
|
13,782
|
|
4,246
|
|
—
|
|
9,536
|
|
*
|
Geraud Darnis
|
11,658
|
|
11,658
|
|
—
|
|
—
|
|
*
|
Donald DeFosset, Jr.
|
13,932
|
|
11,713
|
|
—
|
|
2,219
|
|
*
|
Nicholas C. Fanandakis
|
—
|
|
—
|
|
—
|
|
—
|
|
*
|
Christina A. Gold
|
35,951
|
|
17,814
|
|
—
|
|
18,137
|
|
*
|
Richard P. Lavin
|
7,393
|
|
7,393
|
|
—
|
|
—
|
|
*
|
Frank T. MacInnis
|
39,580
|
|
22,400
|
|
1,430
|
|
15,750
|
|
*
|
Rebecca A. McDonald
|
5,205
|
|
3,034
|
|
—
|
|
2,171
|
|
*
|
Timothy H. Powers
|
2,728
|
|
557
|
|
—
|
|
2,171
|
|
*
|
All Directors and Executive Officers as a Group (18 persons)
|
1,079,021
|
|
306,075
|
|
676,847
|
|
96,099
|
|
1.2%
|
*
|
Less than 1%
|
(1)
|
Includes units held as of January 31,
2017
representing interests in the ITT Stock Fund held within the ITT Retirement Savings Plan.
|
(2)
|
Exercisable within 60 days of January 31, 2017. The amounts for our executive officers include stock options that vested and became exercisable in March 2017.
|
(3)
|
Reflects RSUs that vest or that may be settled within 60 days of January 31, 2017. The amounts for Ms. Ramos, Mr. Scalera, Mr. Chicles and Mr. Savi include RSUs that vested, and were settled in stock, in March 2017. Non-management directors' total shares beneficially owned include RSUs that have vested but for which settlement is deferred until a later date.
|
Name and address of beneficial owner
|
Number of Shares Beneficially Owned
|
Percent of Class
(4)
|
Capital Research Global Investors
(1)
333 South Hope Street
Los Angeles, CA 90071
|
9,710,009
|
11.00%
|
The Vanguard Group
(2)
100 Vanguard Blvd
Malvern, PA 19355
|
7,485,692
|
8.48%
|
BlackRock, Inc.
(3)
55 East 52nd Street
New York, NY 10022
|
6,730,152
|
7.60%
|
(1)
|
As reported on Amendment 3 to Schedule 13G filed on February 13, 2017, Capital Research Global Investors has sole voting power with respect to 9,710,009 shares, sole dispositive power with respect to 9,710,009 shares, and no shared voting or shared dispositive power with respect to any shares.
|
(2)
|
As reported on Amendment 5 to Schedule 13G filed on February 10, 2017, The Vanguard Group has sole voting power with respect to 52,944 shares, shared voting power with respect to 10,496 shares, sole dispositive power with respect to 7,426,813 shares, and shared dispositive power with respect to 58,879 shares.
|
(3)
|
As reported on Amendment No. 4 to Schedule 13G filed on January 25, 2017, BlackRock, Inc. has sole voting power with respect to 6,399,748 shares, sole dispositive power with respect to 6,730,152 shares, and no shared voting or dispositive power with respect to any shares.
|
(4)
|
Calculations based on the Company's shares outstanding as of January 31,
2017
.
|
|
Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights
|
Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights
|
Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans
|
Equity Compensation Plans:
|
|
|
|
Approved by Security Holders
(1)
|
2,398,858
(2)
|
$30.57
(3)
|
38,489,887
(4)
|
Not Approved by Security Holders
|
—
|
—
|
—
|
Total
|
2,398,858
|
$30.57
|
38,489,887
|
(1)
|
Equity compensation plans approved by shareholders include the 2003 Equity Incentive Plan and the 2011 Plan. Since the approval of the 2011 Plan, no additional awards will be granted under the ITT Amended and Restated 2003 Equity Incentive Plan.
|
(2)
|
This amount includes 1,450,376 shares of common stock that are issuable upon the exercise of outstanding stock options, 660,895 shares of common stock that are deliverable under restricted stock unit awards and 287,587 shares of common stock that may be issued under outstanding performance units, which reflects the 2014 performance units at their actual 0% payout and the 2015 and 2016 performance units at the target (100%) number of shares that may be issuable under such awards. The weighted-average remaining contractual life of the total number of outstanding options was 7.8 years as disclosed in Note 16 to the Consolidated Financial Statements in the Company's 2016 Annual Report on Form 10-K. The number of shares, if any, to be issued pursuant to outstanding performance units can range from zero to 200% of the units initially awarded based on our achievement, over a three-year period, of the performance goals described in this Proxy Statement.
|
(3)
|
The weighted-average exercise price pertains only to outstanding options and not to outstanding restricted stock units or performance units, which by their nature have no exercise price.
|
(4)
|
This amount represents the number of shares available for issuance pursuant to equity awards that may be granted in the future under the 2011 Plan.
|
2016 Benchmark Group — Willis Towers Watson CDB
(Industrials, Materials, and Energy Companies with Revenue Between Approximately $1.25 & $5.0 Billion)
|
||
A.O. Smith
|
Exelis
|
Rollins
|
ABM Industries
|
Exterran
|
Rowan Companies
|
Allegion
|
Fortune Brands Home & Security
|
Sensata Technologies
|
Alliant Techsystems
|
GATX
|
ShawCor
|
Americas Styrenics
|
Glatfelter
|
Sigma-Aldrich
|
AMETEK
|
Granite Construction
|
Snap-on
|
Armstrong World Industries
|
H.B. Fuller
|
Sonoco Products
|
Axiall Corporation
|
Harsco
|
Spirit Airlines
|
Babcock & Wilcox
|
Herman Miller
|
SPX
|
Boise Cascade
|
Hexcel
|
Steelcase
|
Chemtura
|
HNI
|
Stolt-Nielsen
|
Cintas
|
Hubbell
|
SunCoke Energy
|
Clearwater Paper Corporation
|
International Flavors & Fragrances
|
Toro
|
Colfax Corporation
|
Kennametal
|
Trinity Industries
|
Cubic
|
Kinross Gold
|
Tronox
|
Curtiss-Wright
|
Magellan Midstream Partners
|
United Launch Alliance
|
Cytec
|
Meritor
|
United Rentals
|
Deluxe
|
Nortek
|
USG Corporation
|
Donaldson Company
|
Pall Corporation
|
UTi Worldwide
|
Energen
|
Pitney Bowes
|
Vulcan Materials
|
Energy Solutions
|
PolyOne
|
Westlake Chemical
|
EnLink Midstream
|
Regal-Beloit
|
Worthington Industries
|
Equifax
|
Rockwell Collins
|
Xylem
|
Esterline Technologies
|
|
|
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
|
|
E00055-P72194
|
KEEP THIS PORTION FOR YOUR RECORDS
|
|
|
|
DETACH AND RETURN THIS PORTION ONLY
|
|
|
|||||||
|
|
|
|
|
|
|
|
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF ITT INC.
FOR THE ANNUAL MEETING TO BE HELD MAY 10, 2017
|
|||||||
|
|
|
|
|
|
|
|
|
The shareholder(s) whose signature(s) appear(s) on the reverse side of this proxy form hereby appoint(s) Thomas M. Scalera and Mary Beth Gustafsson, or either of them, each with full power of substitution as proxies, to vote all shares of ITT Inc. common stock that the shareholder(s) would be entitled to vote on all matters that may properly come before the Annual Meeting and at any adjournments or postponements. The proxies are authorized to vote in accordance with the specifications indicated by the shareholder(s) on the reverse side of this form. If this form is signed and returned by the shareholder(s), and no specifications are indicated, the proxies are authorized to vote as recommended by the Board of Directors.
In either case, if this form is signed and returned, the proxies thereby will be authorized to vote in their discretion on any other matters that may be presented for a vote at the Annual Meeting and at adjournments or postponements
.
|
|
|||||
|
|
|
|
|
|
|
|
|
For participants in the ITT Retirement Savings Plan:
Under the savings plan, participants are "named fiduciaries" to the extent of their authority to direct the voting of ITT shares credited to their savings plan accounts and their proportionate share of allocated shares for which no direction is received and unallocated shares, if any (together, "Undirected Shares"). ITT Retirement Savings Plan participants should mail their confidential voting instruction card to Broadridge Financial Solutions, Inc., acting as tabulation agent, or vote by telephone or Internet. Instructions must be received by Broadridge before 11:59 p.m. Eastern Time on May 7, 2016. The trustee of the savings plan will vote Undirected Shares in the same proportion as the shares for which directions are received, except as otherwise provided in accordance with ERISA. By submitting voting instructions by telephone, Internet, or by signing and returning this proxy form, you direct the trustee of the savings plan to vote these shares, in person or by proxy, as designated herein, at the Annual Meeting. |
|
|||||
|
|
|
|
|
|
|
|
|
The Trustee will exercise its discretion in voting on any other matter that may be presented for a vote at the Annual Meeting and at adjournments or postponements.
|
|
|||||
|
|
|
|
|
|
|
|
|
|
Address Changes / Comments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(If you noted any Address Changes/Comments above, please mark corresponding box on the reverse side.)
|
|||||||
(Continued and to be dated and signed on the reverse side.)
|
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