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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

☒ Filed by the Registrant

☐ Filed by a Party other than the Registrant

Check the appropriate box:

☐

Preliminary Proxy Statement

☐

CONFIDENTIAL, FOR THE USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2))

☒

Definitive Proxy Statement

☐

Definitive Additional Materials

☐

Soliciting Material Pursuant to Rule 14a-12

ITT Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒ No fee required.

☐ Fee paid previously with preliminary materials.

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

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2024
Notice of Annual Meeting &
Proxy Statement
ITT Inc.

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ITT Inc.
100 Washington Boulevard
6th Floor
Stamford, CT 06902

DEAR FELLOW
SHAREHOLDER

[MISSING IMAGE: ph_timothypowers-bw.jpg]

TIMOTHY H. POWERS
CHAIRMAN OF THE BOARD

April 2, 2024

Dear Fellow Shareholder,

On behalf of the Board of Directors (the “Board”), thank you for your continued partnership and investment in ITT. It has been my pleasure to serve as Chairman of the Board of Directors of ITT since March 2023.

After several challenging years that impacted ITT’s people and its businesses, my fellow Board members and ITT leadership are extremely proud of how all ITTers across the world have worked to deliver a strong performance and helped our customers and partners to succeed. In 2023, our focus on continuous improvement drove these impressive results. Below, you will find important details about how ITT’s Board and management team have been working on your behalf.

FISCAL 2023 ACCOMPLISHMENTS

ITT delivered a strong 2023 financial performance, highlighted by 8% organic revenue growth, 17% adjusted EPS growth and a more than $250 million improvement in free cash flow versus the prior year. The Company also built a record $1.2 billion backlog, providing good visibility into future growth and value creation.

Our strong performance was reflected in the Company’s share performance: for the year, our total shareholder return was up 49%, an outperformance of the S&P 400 Capital Goods Index and the S&P 500 by over 1,100 basis points and 2,200 basis points, respectively, during a year in which we also outperformed the majority of our peer group and relevant market indices.

STRATEGY AND INNOVATION

Since 2019, the company has used a disciplined approach to deploy more than $2.5 billion of capital toward organic growth investments, M&A, dividends and share repurchases. In 2023, this included $108 million of capital expenditures, or 3.3% of revenue, for innovation and technology advancements to drive long-term outperformance, capacity expansion and shop floor productivity.

This year, we expanded into the high-performance brake pads market for luxury and sporting vehicles in Friction with a multi-year investment of $55 million to upgrade our facility in Termoli, Italy. We also made several acquisitions, including specialty connectors manufacturer Micro-Mode Products, Inc. (“Micro-Mode”), and in January 2024, we closed the acquisition of Svanehøj Group A/S (“Svanehøj”), a leading pump provider for cryogenic applications in the marine sector. These acquisitions complement ITT’s product portfolios and capabilities in connectors and flow, which are key growth areas for ITT.

We continue to innovate and harness our engineering DNA to deploy game-changing products and solutions for customers. This includes the Embedded Motor Drive, an electric motor with an integrated variable frequency drive, which reduces energy consumption of industrial pumps and is set to go to market in late 2024, and Axtone’s 1G Buffer, which is designed to prevent damage to goods and infrastructure on freight cars used in intermodal transport. Our innovations also include our new connectors used on Energy Storage Systems, which we developed from concept to prototype in less than six months in China. Our Friction brake pad business in Motion Technologies also continues to lead the transition to electric vehicles, with over 150 new electrified vehicle platform awards, which collectively drove a 130-basis point increase in our total original equipment (“OE”) market share in 2023.

We also returned over $150 million of capital to shareholders through dividends and share repurchases in 2023 and increased our dividend 10% in February 2024.

GOVERNANCE

As part of our commitment to taking a thoughtful approach to board leadership and composition, we have added three new directors in the last year who bring significant industry experience to effectively represent the long-term interests of our shareholders. We appointed Ms. Nazzic Keene and Mr. Kevin Berryman to the Board of Directors in October 2023 and appointed Ms. Sharon Szafranski to the Board in January 2024. It is my pleasure to welcome all three of these talented individuals to the ITT Board. Our refreshment process continues in 2024, which you can see by the Board’s nomination of Mr. Christopher O’Shea in this Proxy Statement as a candidate for election at the 2024 Annual Meeting, as the Board continues to evaluate candidates who meet the standards of our high-performance Board.

ONGOING COMMITMENT TO SUSTAINABILITY

In October 2023, we published our Sustainability Update less than one year after the release of our previous report. We provided detail on our progress towards the key environmental and social targets we set in 2022, which included a 10% reduction in Scope 1 and Scope 2 greenhouse gas (“GHG”) emissions by 2026 against a 2021 baseline. In 2022, we drove a significant reduction in GHG emissions and water consumption, increased our spending with diverse U.S. suppliers,

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increased the amount of materials we recycled and bolstered our spending on philanthropic causes.

In addition, several of our solar investments came online and started to generate clean electricity, including at sites in China, Italy, Mexico, South Korea, the Netherlands and the United States. These investments reduce costs, increase energy supply security and help us deliver on our carbon emission reduction promise.

You can read more about our commitment to advancing our sustainability initiatives in ITT’s 2023 Sustainability Update, which can be found on our website.

SHAREHOLDER ENGAGEMENT

This year we continued our robust shareholder outreach efforts and contacted shareholders representing approximately 70% of shares outstanding and met with shareholders representing more than 25% of shares outstanding during our fall engagement process. Our conversations covered our 2023 Sustainability Update, capital deployment priorities, human capital management initiatives and progress, and various governance topics, including our ongoing board

refreshment. The feedback received in these shareholder meetings is critical to the Board and leadership team, and shareholder engagement will continue to be a priority in 2024 and beyond.

We encourage you to review the Proxy Statement and the Annual Report and to vote on the included proposals. Information on how to attend our 2024 Annual Meeting and the business to be conducted is provided in the accompanying Notice of Annual Meeting and Proxy Statement. Please vote in advance—your vote matters.

Thank you again for your continued support and investment in ITT. It’s an honor to serve as Chairman of the Board of Directors of ITT, and together with the rest of the Board and management, we look forward to hearing from ITT’s shareholders in 2024.

Sincerely,

TIMOTHY H. POWERS

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NOTICE OF 2024 ANNUAL
MEETING OF SHAREHOLDERS

MEETING INFORMATION
ITT Inc. (“ITT” OR THE “COMPANY”)
Wednesday, May 15, 2024
9:00 a.m. Eastern Time

Virtually, via live webcast at
www.virtualshareholdermeeting.com/ITT2024

ITEMS OF BUSINESS

To elect the nine nominees named in the attached Proxy Statement to the Board of Directors.

To ratify the appointment of Deloitte & Touche LLP as ITT’s independent registered public accounting firm for 2024.

To conduct a non-binding advisory vote on the compensation of ITT’s named executive officers.

To vote on a shareholder proposal regarding political spending, if properly presented at the Annual Meeting.

To transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.

WHO CAN VOTE, RECORD DATE

Holders of record of ITT common stock at the close of business on March 19, 2024 are entitled to vote at the 2024 annual meeting of shareholders (“Annual Meeting”) and any adjournment or postponement thereof.

MAILING OR AVAILABILITY DATE

Beginning on or about April 2, 2024, this Notice of 2024 Annual Meeting of Shareholders and the attached Proxy Statement are being mailed or made available, as the case may be, to shareholders of record as of March 19, 2024.

ADMISSION TO THE ANNUAL MEETING

We have determined the Annual Meeting will be held in a virtual meeting format only, via the Internet, with no physical in-person meeting. To participate in the Annual Meeting, you will need the 16-digit control number included on your Notice of Internet Availability of Proxy Materials or on your proxy card. We believe the virtual meeting format affords our shareholders an opportunity for meaningful participation. At our virtual Annual Meeting, shareholders will be able to attend, vote and submit questions via the Internet.

ABOUT PROXY VOTING

It is important 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 online during the virtual 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 they provide. See details under “How do I Vote?” under “Information about the Proxy Statement & Voting.” We encourage you to vote your shares as soon as possible.

By order of the Board of Directors,

LORI B. MARINO
Senior Vice President, General Counsel
and Corporate Secretary
April 2, 2024

REVIEW YOUR PROXY STATEMENT AND VOTE IN ONE OF FOUR WAYS:

ONLINE
www.proxyvote.com

BY PHONE
1-800-690-6903

BY MAIL
Sign, date and return your proxy card in the enclosed prepaid envelope

DURING THE ANNUAL MEETING
Go to www.virtualshareholdermeeting.com/ITT2024

Vote must be received by 11:59 p.m. Eastern Time on May 14, 2024

Vote must be received by 8:00 a.m. Eastern Time on May 15, 2024

Vote must be submitted by the close of polls during the Annual Meeting

Please refer to the enclosed proxy materials or the information forwarded by your bank, broker or other holder of record to see which voting methods are available to you.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR

ITT Inc.’s Annual Meeting of Shareholders to be held on Wednesday, May 15, 2024, at 9:00 a.m. Eastern Time
The Proxy Statement and 2023 Annual Report to Shareholders are available on our website at https://investors.itt.com/results-and-filings/annual-reports

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	PROXY STATEMENT EXECUTIVE SUMMARY					1
	Annual Meeting Logistics					1
	Voting Items					1
	How to Vote					1
	About ITT					2
	2023 Financial Highlights					2
	2023 Business Priorities					5
	2023 Sustainability Highlights					5
	Snapshot of 2024 Director Nominees					6
	Corporate Governance Highlights					7
	Shareholder Engagement and Responsiveness					8
	Executive Compensation Highlights					8
	CORPORATE GOVERNANCE AND RELATED MATTERS					10
	Introduction					10
	Corporate Governance Principles					10
	Our Board Leadership Structure					11
	The Board’s Role in Leadership Succession Planning					11
	Board and Committee Structure					11
	Board and Committee Roles in Oversight of Risk					16
	Board and Committee Evaluation Process					17
	Shareholder Engagement and Communications					18
	ESG Overview					20
	Director Orientation and Continuing Education					22
	Board and Governance Policies					23
	DIRECTORS’ QUALIFICATION AND SELECTION PROCESS					25
	Board Composition and Refreshment					25
	Board Membership Criteria					25
	Director Nominee Skills and Diversity					26
	Process for Identifying and Selecting New Board Members					27
	Board Tenure					28
	Director Independence					28
	ELECTION OF DIRECTORS (PROXY ITEM NO. 1)					29
	Election Procedures					29
	2024 Director Nominees					29
	RATIFICATION OF APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PROXY ITEM NO. 2)					35
	Independent Registered Public Accounting Firm Fees					36
	Pre-Approval of Audit and Non-Audit Services					36
	AUDIT COMMITTEE REPORT					38
	Role of the Audit Committee					38
	Audit Committee Charter					38
	Regular Review of Financial Statements					38
	Communications with Deloitte					38
	Independence of Deloitte					39
	Recommendation Regarding Annual Report on Form 10-K					39

	NON-BINDING ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION (PROXY ITEM NO. 3)					40
	COMPENSATION DISCUSSION AND ANALYSIS					41
	Executive Summary					41
	Governance and Compensation					45
	Elements of Compensation					47
	2023 Annual Incentive Plan					48
	2023 Long-Term Incentive Compensation					51
	Benefits and Perquisites					54
	Other Compensation and Benefits					54
	Policies					55
	COMPENSATION TABLES					58
	Summary Compensation Table					58
	All Other Compensation Table					59
	Grants of Plan-Based Awards in 2023					60
	Outstanding Equity Awards at 2023 Fiscal Year End					61
	Option Exercises and Stock Vested in 2023					62
	2023 Pension Benefits					62
	2023 Nonqualified Deferred Compensation					62
	Potential Post-Employment Compensation					63
	CEO Pay Ratio					67
	Pay Versus Performance					67
	COMPENSATION AND HUMAN CAPITAL COMMITTEE REPORT					70
	2023 NON-MANAGEMENT DIRECTOR COMPENSATION					71
	CONSIDERATION OF A SHAREHOLDER PROPOSAL REGARDING POLITICAL SPENDING (PROXY ITEM NO. 4)					73
	OTHER MATTERS					76
	Information about the Proxy Statement & Voting					76
	Voting Information					76
	Stock Ownership of Directors, Executive Officers and Certain Shareholders					83
	Section 16 Beneficial Ownership Reporting Compliance					84
	Equity Compensation Plan Information					85
	Form 10-K					85
	CAUTIONARY STATEMENT REGARDING FORWARD LOOKING INFORMATION					86
	APPENDIX A (Key Performance Indicators and Non-GAAP Financial Measures)					A-1

ITT INC. | 2024 PROXY STATEMENT

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PROXY STATEMENT EXECUTIVE SUMMARY

This summary highlights selected information in this Proxy Statement for the 2024 annual meeting of shareholders (the “Annual Meeting”) of ITT Inc., an Indiana corporation (“ITT” or the “Company”). It does not contain all information you should consider in making a voting decision. Please review the entire document before voting.

ANNUAL MEETING LOGISTICS

	Date			May 15, 2024
	Time			9:00 a.m. Eastern Time
	Location			Virtually, via live webcast at www.virtualshareholdermeeting.com/ITT2024

VOTING ITEMS

ITT Proposals	Board Voting Recommendation	Further Information (page)
1. To elect the nine nominees named in the Proxy Statement to ITT’s Board of Directors	FOR each nominee	29
2. To ratify the appointment of Deloitte & Touche LLP as ITT’s independent registered public accounting firm for 2024	FOR	35
3. To conduct a non-binding advisory vote on the compensation of ITT’s named executive officers	FOR	41
Shareholder Proposal
4. To vote on a shareholder proposal regarding political spending	AGAINST	73

HOW TO VOTE

Your vote is important. You are eligible to vote if you were a shareholder of record at the close of business on March 19, 2024. Even if you plan to attend the meeting, please vote as soon as possible using one of the following methods. In all cases, you should have your proxy card in hand.

REVIEW YOUR PROXY STATEMENT AND VOTE IN ONE OF FOUR WAYS:

ONLINE

BY PHONE

BY MAIL

DURING THE ANNUAL MEETING

www.proxyvote.com

1-800-690-6903

Sign, date and return your proxy card in the enclosed prepaid envelope

Go to www.virtualshareholdermeeting.com/ITT2024

Vote must be received by 11:59 p.m. Eastern Time on May 14, 2024

Vote must be received by 8:00 a.m. Eastern Time on May 15, 2024

Vote must be submitted by the close of polls during the Annual Meeting

ITT INC. | 2024 PROXY STATEMENT

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				PROXY STATEMENT EXECUTIVE SUMMARY ABOUT ITT
				PROXY STATEMENT EXECUTIVE SUMMARY ABOUT ITT

ABOUT ITT

ITT is a diversified manufacturer of highly engineered critical components and customized technology solutions primarily for the transportation, industrial and energy markets. We manufacture components integral to the operation of equipment, systems and manufacturing processes in these key markets. Our products provide enabling functionality for

applications where reliability and performance are critically important to our customers and the users of their products. We operate through three primary segments: Motion Technologies (“MT”), Industrial Process (“IP”) and Connect & Control Technologies (“CCT”).

2023 COMPANY SNAPSHOT

■

Approx. $3.3 billion of sales across approx. 125 countries

■

Global presence with 67% of revenue outside the U.S.

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Approx. 10,600 employees in 37 countries

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Balanced and diversified portfolio

2023 FINANCIAL HIGHLIGHTS

ITT delivered strong results in 2023, surpassing $3 billion of revenue and reaching a new record operating margin. Demand for ITT products and services remained strong across most end markets. We drove robust orders and revenue growth in all three segments and exited 2023 with an ending backlog of over $1.2 billion. From a top line perspective, we continued to execute our value-based pricing strategy, while driving share gains in our automotive, rail, energy and flow businesses. A combination of profitable growth and margin expansion enabled ITT to reach nearly $5 of earnings per share. On cash flow, we generated over $500 million of net cash from operating activities, an improvement of more than $250 million compared to the prior year. Our growth and profitability were bolstered organically by more than $100 million of investments in growth, capacity and productivity to support share gains, and inorganically through the acquisitions of Micro Mode and Svanehøj, the latter of which closed in January 2024. Finally, we continued to pay down commercial paper balances to lower interest expense while growing our dividend and repurchasing $60 million of ITT shares. The table below provides a summary of our financial performance for 2023 and comparisons to 2022.

SUMMARY OF KEY PERFORMANCE INDICATORS FOR 2023

Table reflects GAAP figures, other than free cash flow and year-over year changes to organic revenue, adjusted operating income, adjusted EPS and free cash flow.

ITT INC. | 2024 PROXY STATEMENT

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				PROXY STATEMENT EXECUTIVE SUMMARY 2023 FINANCIAL HIGHLIGHTS

NON-GAAP DISCLOSURES

Organic revenue, organic orders, adjusted operating income, adjusted EPS and free cash flow are financial measures not prepared in accordance with U.S. generally accepted accounting principles (“GAAP”), which are referred to as non-GAAP financial measures. Please refer to Appendix A for the definition of these non-GAAP financial measures, the reasons why we use these measures and for reconciliations to the most directly comparable measures calculated in accordance with GAAP.

2023 FINANCIAL PERFORMANCE

■

Orders grew 7% organically, leading to an ending backlog of over $1.2 billion. This was driven by growth in pump projects in IP, aerospace and defense components in CCT, and share gains in rail in MT.

■

Revenue grew 8% organically due to higher sales volume and pricing actions, particularly within IP aftermarket (parts and service), Friction automotive OE and aerospace and defense components in CCT.

■

Adjusted operating income increased 17%, driven by higher sales volume and pricing actions, partially offset by strategic long-term investments for growth and unfavorable foreign currency impacts. Adjusted operating margin increased 100 basis points driven by higher volumes, pricing and productivity, which allowed us to mitigate $74 million of cost inflation.

■

Adjusted earnings per share increased 17%, driven by higher operating income, including earnings from the acquisition of Micro-Mode in May 2023, and a 1% share count reduction. This was partially offset by higher interest expense.

CAPITAL DEPLOYMENT

In 2023, we committed to deploy over $750 million of capital, equivalent to 1.75 times our free cash flow. We invested approximately 3% of sales in each of the past three years in research and development activities, and increased capital expenditures by 4% in 2023, including for green capital expenditures on sustainability advancements and capacity investments to support the share gains in our Friction business on new electrified vehicle platforms. On M&A, we acquired Micro-Mode to expand CCT’s specialized defense and space connector portfolio and we announced our intent to acquire Denmark-based Svanehøj, a leading provider of customized critical liquid and cryogenic pumps for liquefied gas applications for the marine sector (the acquisition closed January 2024). We also repurchased 700,000 shares of common stock for $60 million and paid out $96 million in dividends to our shareholders. Our 2023 declared dividends of $1.16 per share represented a 10% increase over the dividends declared per share in 2022.

SHAREHOLDER VALUE CREATION

ITT’s total shareholder return (“TSR”) of 49% in 2023 outpaced the S&P 400 Capital Goods and S&P 500 indices by over 1,100 and 2,200 basis points, respectively, demonstrating ITT’s sustainable differentiation. Similarly, over the 3- and 5-year periods we continued to outpace both indices by a wide margin, demonstrating the strength and diversity of our business.

ITT INC. | 2024 PROXY STATEMENT

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				PROXY STATEMENT EXECUTIVE SUMMARY 2023 FINANCIAL HIGHLIGHTS

(TSR is calculated by the growth in capital from purchasing a share in the company and assuming dividends are reinvested at the time they are paid.)

ITT INC. | 2024 PROXY STATEMENT

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				PROXY STATEMENT EXECUTIVE SUMMARY 2023 BUSINESS PRIORITIES
				PROXY STATEMENT EXECUTIVE SUMMARY 2023 BUSINESS PRIORITIES

2023 BUSINESS PRIORITIES

At ITT, we focus on four key priorities to guide our day-to-day work, which we believe will drive sustainable performance over the long term.

Customer centricity describes the ways we engage with our customers and is key to our long-term growth. Our teams live by this principle every day. We work closely with our customers to understand and address their needs through superior quality, on-time delivery, innovation and the development of new technologies. This affords us exceptional customer intimacy and drives high customer retention rates. Our Friction business in MT demonstrates this through its annual outperformance in volume of brake pads sold compared to global auto OE production, which in 2023 was approximately 600 basis points. We are seeing the benefits of this in share gains in electric vehicles, pumps, connectors and rail. We are also winning content on large green projects in our flow business to support the green energy transition. For example, in 2023, our ‘green project’ orders increased 1.5 times from 2022.

Operational excellence enables continuous supply chain and manufacturing efficiency improvement, which drives our cost competitiveness and allows us to exceed customers’ expectations. In 2023, our Friction business maintained its near-perfect on-time delivery to automotive OE manufacturers, a defect rate below one part per million, and was able to execute strategic pricing actions to offset cost inflation. We also made considerable progress in deploying lean practices throughout our manufacturing plants, which led to a 40 basis-point improvement in operating margin in 2023. We did this while funding new research and development to drive the next generation of innovative technologies across our businesses.

On capital deployment, we continued to fund organic investments, shown by an increase in capital expenditures of 4% in 2023, including approximately $5 million of investments toward green capital expenditure projects to advance our sustainability initiatives and improve our carbon footprint. M&A is a central component of our capital deployment strategy and in 2023, we were active in this area. In May 2023, we acquired Micro-Mode, a differentiated manufacturer of miniature and high-bandwidth specialized connectors for smart defense systems, and in November 2023, we announced the acquisition of Svanehøj (which closed in January 2024). After increases of 20% and 30% in 2022 and 2021, we increased our dividend by another 10% in 2023. Finally, we repurchased $60 million of ITT shares, which, along with the benefit of prior share repurchases, reduced our weighted-average share count by approximately 1%. In total, in 2023, we committed to deploy over $750 million of capital, 1.75 times our annual free cash flow.

Lastly, we made considerable progress on our sustainability and innovation priorities, including a significant reduction in Scope 1 and 2 GHG emissions and continued improvement in key safety metrics towards our objective of zero incidents. We have also demonstrated a commitment to diversity across the organization, including in our leadership ranks and on our Board. Further, we continued to develop innovative products and new environmentally friendly technologies across our portfolio to ensure we and our customers are making the world a more sustainable place.

2023 SUSTAINABILITY HIGHLIGHTS

In October 2023, we released our Sustainability Update, which details our performance across all of ITT’s key environmental, social and governance metrics and progress towards the emissions reduction and diversity, equity and inclusion targets we set in 2022. We continue to drive sustainability into our operations and daily practices, and are building a safer, more inclusive and more energy-efficient company. The following updates demonstrate the significant progress we made:

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Safety remains our number one priority. Nearly 60% of ITT sites around the world had zero recordable incidents in both 2022 and 2023 and approximately 30% of ITT sites had zero incidents in the last three years. This focus drove an improved Injury Severity Rate of more than 20% versus 2022 while our Injury Frequency Rate of 0.6 remained roughly flat to 2022.

■

We drove a significant reduction in Scope 1 and 2 GHG emissions in 2022, the first full year after establishing the target of a 10% reduction by the end of 2026 against a 2021 baseline. This was despite significantly higher volumes and activity in 2022. We also reduced our water consumption, reduced the amount of waste sent to landfills and increased our recycled materials as compared to 2021.

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Over 12% of revenue for the period came from our electric and emissions-reducing products. We are focused on accelerating the transition to environmentally friendly and sustainable technologies that reduce waste, limit downtime and remove harmful emissions related to flaring and other sources of pollutants.

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We drove a 48% increase in our philanthropic efforts overall, including those to empower and serve underrepresented populations.

■

We increased our spending with diverse U.S. suppliers by 10% by strengthening existing partnerships with diverse suppliers and developing new relationships.

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We announced a $25 million commitment toward green energy projects, including solar panel investments and energy efficiency initiatives in April 2023, and are committed to installing approximately 20,000 solar panels at eight manufacturing facilities globally. A number of these installations began generating electricity in 2023, including at facilities in the United States, the Netherlands, China, Italy, Mexico and South Korea.

ITT INC. | 2024 PROXY STATEMENT

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				PROXY STATEMENT EXECUTIVE SUMMARY SNAPSHOT OF 2024 DIRECTOR NOMINEES

SNAPSHOT OF 2024 DIRECTOR NOMINEES

Our director nominees possess diverse and complementary qualifications and have the skills and attributes necessary for a well-functioning, highly qualified and independent Board. The information below provides highlights of our directors’ roles and characteristics:

DIRECTOR SNAPSHOT
						Board Committees
Name	Age	Director Since	Independent	Other Public Company Boards	Position	Audit	CHC	N&G
Kevin Berryman	65	2023		1	Former CFO and President at Jacobs Solutions, Inc.
Donald DeFosset, Jr.	75	2011		1	Former Chairman, President & CEO of Walter Industries, Inc.
Nazzic S. Keene	63	2023		1	Former CEO at Science Applications International Corporation
Rebecca A. McDonald	71	2013		0	Former CEO of Laurus Energy, Inc.
Christopher O’Shea	50	New Director Nominee		0	CEO of Centrica plc	*
Timothy H. Powers non-executive Chairman	75	2015		0	Former Chairman, President & CEO of Hubbell Incorporated
Luca Savi	58	2019		1	CEO & President of ITT Inc.
Cheryl L. Shavers	70	2018		1	Chair & CEO of Global Smarts, Inc.
Sharon Szafranski	57	2024		0	EVP, Welding Segment at Illinois Tool Works Inc.

Chair

Mr. Powers, as independent chair, is an ex-officio, non-voting member of all Board committees other than the Audit Committee, which he chairs

Committee Member

If elected, the Board expects to appoint Mr. O’Shea to the Audit Committee

ITT INC. | 2024 PROXY STATEMENT

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				PROXY STATEMENT EXECUTIVE SUMMARY CORPORATE GOVERNANCE HIGHLIGHTS

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CORPORATE GOVERNANCE HIGHLIGHTS

We are committed to robust governance practices that protect the long-term interests of our shareholders and establish strong Board and management accountability. The “Corporate Governance and Related Matters” section beginning on page 10 describes our governance framework. We have adopted key corporate governance best practices, including:

WHAT WE DO
	Independent Chairman of the Board	Annual Board and committee evaluation and self-assessments
	Independent, diverse and qualified Board	Active Board refreshment with three new director appointments within the last year in addition to new director nominee
	Annual election of directors	Director skill sets aligned with corporate strategy
	Majority voting for uncontested director elections	Limit on outside directorships
	Regular executive sessions of the Board and its committees	Meaningful stock ownership guidelines for directors and executive officers
	Proxy access right	Formal director orientation and continuing education programs
	Shareholder right to call special meetings at 25% threshold	Proactive engagement with shareholders
	A policy prohibiting hedging and pledging of the Company’s securities	Directors may not stand for reelection after the year in which they turn 75

ITT INC. | 2024 PROXY STATEMENT

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				PROXY STATEMENT EXECUTIVE SUMMARY SHAREHOLDER ENGAGEMENT AND RESPONSIVENESS

SHAREHOLDER ENGAGEMENT AND RESPONSIVENESS

Fall 2023 Shareholder Engagement Outreach Efforts
Number of Shareholders Contacted:	Percent of Outstanding Shares Contacted:	Percent of Outstanding Shares Engaged:
27	~70%	~26%

Fostering long-term relationships with our shareholders remains a priority for the Board. We have developed a robust engagement program that ensures an active and open, year-round dialogue with shareholders and other stakeholders. The feedback we received from our engagement with shareholders in 2023 was shared with the Board and members of senior management.

Key discussion topics from these conversations included our corporate governance practices and disclosures, our progress towards environmental and social targets released last year and continued alignment of director skills and expertise with our long-term strategy as part of the Board’s ongoing refreshment

process. We also discussed with investors our annual incentive plan design, and in particular the potential increase in the weighting of the cash flow metric to drive additional focus on inventory, collection and costs. In the spring, we conduct follow-up conversations with shareholders to address important annual meeting matters, as needed.

These conversations continue to inform the Board’s actions in various areas, including our executive compensation practices, our strategy and disclosure relating to ESG topics and the Board’s approach to diversity and refreshment. These meetings also strengthen ITT’s relationships with our shareholders and reinforce our commitment to be responsive to their feedback.

EXECUTIVE COMPENSATION HIGHLIGHTS

The Compensation and Human Capital Committee continues to firmly believe in pay-for-performance and has structured the executive compensation program to align our executives’ interests with the long-term interests of our shareholders. The Compensation and Human Capital Committee also regularly incorporates feedback from shareholders when structuring our executive compensation program.

Our Chief Executive Officer (“CEO”) and other named executive officers (the “Named Executive Officers” or “NEOs”) have a significant amount of their target pay tied to our Annual Incentive Plan (“AIP”) and long-term incentives (“LTI”), which are at-risk and dependent on ITT’s financial performance and stock price.

	2023 CEO TARGET PAY			OTHER NEO AVERAGE TARGET PAY

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				PROXY STATEMENT EXECUTIVE SUMMARY EXECUTIVE COMPENSATION HIGHLIGHTS

Our 2023 financial performance was very strong and our results exceeded target for each of the four metrics that drive the AIP, which resulted in a bonus payout for our CEO that was 182% of target and for our NEOs that averaged 179% of target. Our Performance Share Unit (“PSU”) payout is based on three-year

performance (2021-2023) of ITT’s relative TSR and Return on Invested Capital (“ROIC”). Our three-year ROIC results were significantly above target and our relative TSR results were above the median of our peers, which resulted in a 2021 PSU payout of 170% of target.

	2023 CEO AIP PAYOUT			2021 PSU PAYOUT

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CORPORATE GOVERNANCE AND RELATED MATTERS

INTRODUCTION

Our robust corporate governance and ethical conduct standards are critical to our ability to maintain full compliance with the laws, rules and regulations that govern our business and report results with accuracy and transparency. We monitor developments in the area of corporate governance, consider the feedback from our shareholders, and review our processes and procedures in light of this input. We also review federal and state laws affecting corporate governance, as well as rules and requirements of the New York Stock Exchange (the “NYSE”). We implement other corporate governance practices we believe are in the best interests of the Company and its shareholders. We also understand that corporate governance practices evolve over time, and we seek to maintain practices that provide the right framework for our operations, that are of value to our shareholders and that positively aid in the governance of the Company.

The following sections provide an overview of ITT’s corporate governance structure and processes, including our leadership

structure and certain responsibilities and activities of the Board and its committees.

ITT’s key governance documents, including our Corporate Governance Principles, our Code of Conduct and the charters for the Audit Committee, Compensation and Human Capital Committee and Nominating and Governance Committee, are available on our website at www.investors.itt.com. We have included our website address here and elsewhere in this Proxy Statement as inactive textual references and do not intend for them to be active links to our website. Our website is not incorporated into or a part of this Proxy Statement. Shareholders may also obtain copies of these documents free of charge by sending a written request to ITT Inc., 100 Washington Boulevard, 6th Floor, Stamford, CT 06902, Attention: Corporate Secretary.

CORPORATE GOVERNANCE PRINCIPLES

The Board has adopted Corporate Governance Principles (the “Principles”), as a framework for the operations of the Board and its committees and to guide the Board and ITT’s leadership team in the execution of their respective responsibilities. The Nominating and Governance Committee is responsible for overseeing the Principles. The Nominating and Governance Committee reviews the Principles at least annually and makes recommendations to the Board for updates in response to changing regulatory requirements, issues raised by shareholders or other stakeholders or otherwise as circumstances warrant. The Board may amend, waive, suspend or repeal any of the Principles at any time, with or without public notice, as it determines necessary or appropriate in the exercise of its judgment or fiduciary duties. As noted above, we have posted the Principles on our website at: www.investors.itt.com. The Principles include the following items concerning the Board which we believe constitute best practices in corporate governance and help promote the efficient and effective operations of the Board:

■

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;

■

non-employee 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;

■

no director may stand for re-election after the year in which they turn 75;

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the CEO is limited to service on one public company board (in addition to service on the ITT Board);

■

the CEO reports at least annually to the Board on succession planning and management development;

■

the Board evaluates the performance of the CEO and other senior management personnel at least annually; and

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the Board maintains a process whereby the Board, its committees and its individual directors are subject to annual evaluation and self-assessment.

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				CORPORATE GOVERNANCE AND RELATED MATTERS OUR BOARD LEADERSHIP STRUCTURE

OUR BOARD LEADERSHIP STRUCTURE

Timothy H. Powers is the independent Chairman of the Board, a position he has held since March 2023, and Luca Savi is our CEO and President. The Board believes that Mr. Powers, who has served on our Board since 2015 and is an industry veteran with deep knowledge of the global manufacturing and engineering sector, is well qualified for the role of Chairman and that the Board operates effectively and efficiently under his leadership. Notwithstanding the separation of these roles since 2011, the Board does not have a formal policy with respect to the separation of the positions of Chairman and CEO and believes the decision on whether or not to separate these functions should be made based on the best interests of the Company and its shareholders at the time. The Board annually reviews its leadership structure, taking into account many factors, including the individuals involved, the culture and performance of the Company, the needs of the business, fulfillment of the duties of the Board, Board succession planning, corporate governance best practices and the best interests of shareholders.

Although the Board may determine to combine the roles of Chairman and CEO in the future, the Board continues to believe

that having separate individuals holding the Chairman and CEO positions is the right leadership structure for the Company. This structure allows our CEO to focus on the operations of our business while allowing our independent Chairman to focus on leading the Board in its responsibilities.

Our Chairman’s responsibilities include:

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presiding over Board meetings;

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providing senior management with feedback from executive sessions as appropriate;

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supervising the self-evaluations of the directors in coordination with the Nominating and Governance Committee;

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serving as Chairman for our annual meeting of shareholders; and

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serving as an ex-officio, non-voting member for all Board committees (Mr. Powers also serves as Chair of the Audit Committee).

THE BOARD’S ROLE IN LEADERSHIP SUCCESSION PLANNING

The Board is actively engaged in our talent management program. The Compensation and Human Capital Committee oversees the process for succession planning for the CEO and other senior executives and updates the full Board in its executive sessions. The Board holds a formal succession planning and talent review session each year. These sessions include the identification and development of internal candidates and assessment of key capabilities, desired leadership skills, and the ability to influence our business and strategic direction consistent with our core values. As part of

the succession planning process, the Board, working through the Nominating and Governance Committee, also reviews and maintains an emergency succession plan for the position of CEO.

Directors interact with ITT leaders through Board presentations, discussions and onsite visits to operating facilities, as well as through informal events and interactions throughout the year such as “breakfast with the Board” events, lunches, dinners and planned small group and one-on-one sessions.

BOARD AND COMMITTEE STRUCTURE

BOARD AND COMMITTEE MEETINGS AND MEMBERSHIP

The Board and its committees meet throughout the year on a set schedule, and also hold special meetings and act by written consent from time to time as appropriate. Under the Principles, directors are expected to attend all meetings of the Board and all meetings of the committees of which they are members. Members may attend by telephone or video conference, although in-person attendance at regularly scheduled meetings

is strongly encouraged. During the 2023 fiscal year, the Board held eight meetings and there were 22 committee meetings. All directors attended at least 75% of the aggregate of all meetings of the Board and committees on which they served. It is Company practice that all directors attend our annual meetings. All directors who were on the Board at the time attended our 2023 annual meeting of shareholders.

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				CORPORATE GOVERNANCE AND RELATED MATTERS BOARD AND COMMITTEE STRUCTURE

The Board has an Audit Committee, a Compensation and Human Capital Committee and a Nominating and Governance Committee. The following table summarizes the current Board committee membership of each director:

Name	Audit	Compensation and Human Capital	Nominating and Governance
Kevin Berryman
Donald DeFosset, Jr.
Nicholas C. Fanandakis*
Nazzic S. Keene
Rebecca A. McDonald
Timothy H. Powers
Luca Savi
Cheryl L. Shavers
Sharon Szafranski
Number of Meetings in 2023:	9	5	8

Chair

Mr. Powers, as independent chair, is an ex-officio, non-voting member for all Board committees other than the Audit Committee, which he chairs

Committee member

Mr. Fanandakis is not standing for re-election at the Annual Meeting

OVERVIEW OF COMMITTEES

The charters of each of the Audit Committee, Compensation and Human Capital Committee and Nominating and Governance Committee conform to the applicable NYSE listing standards, including that all members of each such committee are independent, and each committee reviews its charter at least annually and as regulatory developments and business

circumstances warrant. Each of the committees considers revisions to its respective charter from time to time to reflect evolving best practices. The descriptions below of the roles and responsibilities of each of the committees of the Board are qualified by reference to the complete committee charters, which are available on our website at www.investors.itt.com.

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				CORPORATE GOVERNANCE AND RELATED MATTERS BOARD AND COMMITTEE STRUCTURE

AUDIT COMMITTEE

	Attendance			Responsibilities
	Meetings Held in 2023: 9 Committee Members Timothy H. Powers (Chair) Kevin Berryman Donald DeFosset, Jr. Nicholas C. Fanandakis Sharon Szafranski			Purpose: assist the Board in fulfilling its responsibility to oversee management’s conduct of the financial reporting process. The Audit Committee is primarily responsible for: ■ reviewing and discussing with management and the independent auditor the annual audited and quarterly unaudited financial statements and approving those financial statements for inclusion in the Company’s public filings; ■ reviewing and overseeing the Company’s selection and application of accounting principles and matters relating to the Company’s internal controls and disclosure controls and procedures; ■ overseeing the Company’s compliance with legal and regulatory requirements, including reviewing the effect of regulatory and accounting initiatives on the Company’s financial statements; ■ overseeing the structure and scope of the Company’s internal audit function; and ■ overseeing the Company’s policies on risk assessment and management. The Audit Committee is also directly responsible for the selection and oversight of the Company’s independent registered public accounting firm, including determining the firm’s qualifications, independence, scope of responsibility and compensation.
	Audit Committee Report, Page 38

The Audit Committee has established policies and procedures for the pre-approval of all services by our independent registered public accounting firm. The Audit Committee also has established procedures for the receipt, retention and treatment, on a confidential basis, of complaints received regarding accounting, internal controls and auditing matters. Additional details on the role of the Audit Committee may be found in “Ratification of Appointment of the Independent Registered Public Accounting Firm (Proxy Item No. 2)” later in this Proxy Statement.

The Board has determined that each member of the Audit Committee is financially literate and independent, as defined by

the rules of the Securities and Exchange Commission (the “SEC”) and NYSE listing standards, as well as independent under the Principles. The Board has identified each of Messrs. Berryman, DeFosset, Fanandakis and Powers as Audit Committee financial experts. Should Mr. O’Shea be elected to the Board at the 2024 Annual Meeting, the Board has identified him as an Audit Committee financial expert as well. The Board has evaluated the performance of the Audit Committee in compliance with regulatory requirements.

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				CORPORATE GOVERNANCE AND RELATED MATTERS BOARD AND COMMITTEE STRUCTURE

COMPENSATION AND HUMAN CAPITAL COMMITTEE

	Attendance			Responsibilities
	Meetings Held in 2023: 5 Committee Members Rebecca A. McDonald (Chair) Nicholas C. Fanandakis Cheryl L. Shavers			Purpose: provide oversight of the compensation, benefits and human capital management programs provided to employees of the Company. The Compensation and Human Capital Committee evaluates and approves the compensation plans, policies and programs for the CEO and the other executive officers of ITT, and approves awards under the Company’s equity incentive plans. Its responsibilities also include: ■ setting annual performance goals and objectives with respect to the CEO; ■ approving annual performance objectives, reviewing performance and approving individual compensation actions for the other executive officers; ■ reviewing and discussing the Company’s talent review and development process and succession planning process for executive officers (including the CEO) and other critical senior management roles; ■ providing oversight of the Company’s human capital management programs, including DEI programs and management development; and ■ approving the Compensation Discussion and Analysis included in the Company’s annual proxy statement.
	Compensation and Human Capital Committee Report, Page 70

The Board has determined that each member of the Compensation and Human Capital Committee is independent, as defined by the rules of the SEC and NYSE listing standards, as well as independent under the Principles and Section 2.10 of the Company’s Amended and Restated By-laws (the “By-laws”). In addition, each committee member is a “non-employee director” as defined in Rule 16b-3 under the Securities Exchange Act of 1934 (“Exchange Act”). The Board has evaluated the performance of the Compensation and Human Capital Committee in compliance with regulatory requirements.

NOMINATING AND GOVERNANCE COMMITTEE

	Attendance			Responsibilities
	Meetings Held in 2023: 8 Committee Members Donald DeFosset, Jr. (Chair) Nazzic S. Keene Rebecca A. McDonald Cheryl L. Shavers			Purpose: ensure the Board is appropriately constituted to meet its fiduciary obligations to shareholders of the Company. The Nominating and Governance Committee oversees the practices, policies and procedures of the Board and its committees. Responsibilities also include: ■ evaluating the size, composition, governance and structure of the Board and the qualifications, compensation and retirement age of directors; ■ identifying, evaluating and proposing nominees for election to the Board; ■ considering the independence and possible conflicts of interest of directors and executive officers and ensuring compliance with applicable laws and NYSE listing standards; and ■ overseeing the Company’s overall enterprise risk management program. The Nominating and Governance Committee is also charged with: ■ overseeing the self-evaluations of the Board and its committees; ■ reviewing the Principles; ■ oversight of the Company’s policy on political spending and related disclosure; ■ reviewing material related party transactions in accordance with our Related Party Transactions Policy; ■ monitoring our directors’ outside engagements and administering our director resignation procedures when there is a change in a director’s employment status; and ■ evaluating the compensation program for the non-management directors. The Committee also maintains oversight of the Company’s sustainability initiatives and of activities involving community relations and philanthropy.

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				CORPORATE GOVERNANCE AND RELATED MATTERS BOARD AND COMMITTEE STRUCTURE

The Board has determined that each member of the Nominating and Governance Committee is independent, as defined by the rules of the SEC and NYSE listing standards, as well as independent under the Principles. The Board has evaluated the performance of the Nominating and Governance Committee in compliance with regulatory requirements.

As stated above, the Nominating and Governance Committee evaluates the compensation program for the non-management directors and makes recommendations to the Board regarding their compensation. The Nominating and Governance Committee consults with Pay Governance LLC (“Pay Governance”) as an independent consultant for this purpose.

Pay Governance’s responsibilities include providing market comparison data on non-management director compensation at peer companies, tracking trends in non-management director compensation practices, and advising the Nominating and Governance Committee regarding the components and levels of non-management director compensation. The Nominating and Governance Committee is not aware of any conflict of interest on the part of Pay Governance arising from these services or any other factor that would impair Pay Governance’s independence. Executive officers do not play any role in either determining or recommending non-management director compensation.

EXECUTIVE SESSIONS OF DIRECTORS

Agendas for meetings of the Board include regularly scheduled executive sessions led by the Board’s non-executive Chairman for the independent directors to meet without management present. Board members have access to our employees outside

of Board meetings, and the Board encourages directors to visit different Company sites and events periodically and meet with local management at those sites and events, either as part of a regularly scheduled Board meeting or otherwise.

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				CORPORATE GOVERNANCE AND RELATED MATTERS BOARD AND COMMITTEE ROLES IN OVERSIGHT OF RISK

BOARD AND COMMITTEE ROLES IN OVERSIGHT OF RISK

BOARD

The Board is charged with oversight of the Company’s risk management policies and practices with the objective of ensuring appropriate risk management systems are employed throughout the Company. ITT faces a broad array of risks, including market, operational, strategic, legal, political, international and financial risks. The Board monitors overall corporate performance, the integrity of the Company’s financial controls and the effectiveness of its legal compliance and enterprise risk management programs, risk governance practices and risk mitigation efforts. The Board receives reports from management on risk matters in the context of the Company’s annual strategy session and strategic planning reviews, the annual operating plan, budget reviews and business reports, and other updates provided at Board meetings. Depending on subject matter and time allocation considerations, the Board may choose to maintain direct oversight responsibility for certain material risks or assign oversight to a Board Committee.

Audit
Committee

Compensation and Human Capital Committee

Nominating and Governance Committee

Oversees policies on risk assessment and management, and oversees risks related to the Company’s financial statements, cybersecurity, the financial reporting process, accounting matters and other areas of significant financial risk. Assesses risks related to legal and regulatory matters that may have a material impact on the Company’s financial statements.

Oversees risks related to compensation-related matters, management succession planning, human capital management and corporate culture.

Oversees overall risk management program. Also evaluates risks in connection with the Company’s corporate governance structures and processes and risks related to other primarily non-financial matters (for example, business continuity planning and sustainability).

MANAGEMENT

The Company’s internal audit function has primary oversight responsibilities over risk management and engages with other members of management, including our chief compliance officer, who oversees compliance with Company policies and procedures, to monitor and analyze various risks. On a regular basis, the Board and its committees engage with our senior management, our head of internal audit, our chief compliance officer, and other members of management on risk management as part of broad strategic and operational discussions which encompass interrelated risks, as well as on a risk-by-risk basis. Each Board committee also receives regular reports from management within the relevant expertise of that committee. For example, the Compensation and Human Capital Committee reviews and assesses compensation and incentive program risks to ensure the Company’s compensation programs encourage innovation and balance appropriate business risks and rewards without encouraging risk-taking behaviors that may have a material adverse effect on the Company, and periodically receives a report from management evaluating these risks. The Board and each committee meets in executive sessions and with key management personnel and outside advisors when deemed necessary.

ENTERPRISE RISK MANAGEMENT PROGRAM

Our management team has implemented an enterprise risk management (“ERM”) program designed to work across the organization to identify, assess, monitor, and communicate the company’s strategic, operational, financial, compliance, legal and reputational risks. The ERM program provides enterprise-wide insight into individual risks and the overall risks that ITT faces and synthesizes this input to create a dynamic register of risks. The business actively manages these risks as part of

standard operating procedure, and not as a separate academic exercise. A Steering Committee, chaired by ITT’s Chief Financial Officer who serves as a liaison to our executive leadership team, leads our ERM program. Risk leaders are assigned to each enterprise risk and are responsible for monitoring the execution of mitigation strategies. ITT’s Nominating and Governance Committee and Audit Committee receive a formal ERM update at least annually; additionally, our full Board receives reports as needed.

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				CORPORATE GOVERNANCE AND RELATED MATTERS BOARD AND COMMITTEE EVALUATION PROCESS

BOARD AND COMMITTEE EVALUATION PROCESS

The Board believes that self-evaluations of the full Board, the committees and individual directors are important elements of corporate governance and essential to ensuring the effective functioning of our Board. Under the Principles, the Board maintains formal mechanisms to annually assess its performance and that of its committees and individual directors. Annually, our Board evaluates its performance and each committee evaluates its own performance. The Board utilizes various approaches in its self-assessment process depending upon the needs and desires of the Board in different years. Historically, the Board utilized a written self-assessment whereby directors completed questionnaires which considered various topics related to Board composition, structure, effectiveness and responsibilities, as well as the overall mix of director skills, experience and backgrounds. In 2022, the Board engaged an independent third party to assist in conducting the Board, committee and individual director self-assessments in recognition of governance best practices that contemplate a facilitated review from time to time. In 2023, the Chair of the

Nominating and Governance Committee conducted individual director interviews to solicit candid feedback from directors across a broad range of areas.

As part of the Board’s self-assessment process, directors consider various topics related to Board composition, structure, effectiveness, and responsibilities, as well as the overall mix of director skills, experience, diversity and backgrounds. As set forth in its charter, the Nominating and Governance Committee oversees the Board and committee evaluation process. Annually, the Nominating and Governance Committee reviews the process and considers whether to recommend changes for future years. The Board uses the self-assessment results to evaluate and identify skill sets and experiences that align to our long-term strategic and financial direction which is instrumental to our ongoing refreshment process and helps us identify potential director candidates. The Nominating and Governance Committee and full Board also use the results as an input in the annual evaluation of directors for renomination to the Board.

TOPICS CONSIDERED DURING THE BOARD AND COMMITTEE SELF-ASSESSMENTS INCLUDED:

Board and Committee Functionality	Board Effectiveness	Committee Effectiveness
■ Board and committee composition and alignment of director skill sets with strategic priorities of the Company	■ Areas of strength and areas of improvement for greater effectiveness	■ Effectiveness of committee composition, including whether the number and types of committees is adequate
■ Level of involvement and fulfillment of oversight responsibilities	■ Integration of newly appointed directors	■ The composition of directors
■ Board and committee purpose and appropriate key areas of focus	■ Oversight of succession planning for leadership team	■ Committee reporting to the full Board
■ Conduct of meetings, including encouragement of and time allocated for candid dialogue		■ Effectiveness of committee Chairs

The Company’s Corporate Secretary assisted the Chair of our Nominating and Governance Committee with the administration of this year’s Board self-assessment. The Chair of our Nominating and Governance Committee met individually with each director and then aggregated and summarized all of the directors’ feedback. Responses were not attributed to specific Board or committee members to promote candor and preserve confidentiality. The summaries were shared with the Board and committee members in an executive session to inform their review and discussion. The Chair of the Nominating and Governance Committee led a discussion of the Board and committee results. The Board has an ongoing dialogue throughout the year regarding the self-assessment observations and suggestions.

In addition to the in-person review of the results of the Board and committee self-assessments, at least once per year our independent Chairman has individual one-on-one discussions with each director to elicit any further information about his/her views on the functioning of the Board and its committees. Our Chairman also held one-on-one discussions with each of

Mr. Berryman and Mss. Keene and Szafranski after they attended their first Board meetings and at other times, in each case to solicit their feedback and ensure that they were being integrated properly into the Board and the Company. Feedback from all of these discussions is incorporated into the Board’s overall action plan. Examples of changes made in response to the self-assessment process over the last several years include:

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increased Board exposure both formally and informally to key executives;

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additional reserved time for “Board only” discussions to continue to foster openness and cohesiveness among the Board; and

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a coordinated director education schedule to provide additional education on relevant topics as part of regularly scheduled meetings.

The results of the self-assessment process in 2023 confirmed the Board’s belief that the Board and its committees are currently operating effectively.

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				CORPORATE GOVERNANCE AND RELATED MATTERS SHAREHOLDER ENGAGEMENT AND COMMUNICATIONS

SHAREHOLDER ENGAGEMENT AND COMMUNICATIONS

Fostering long-term relationships with our shareholders remains a priority for the Board. We proactively engage directly with our shareholders throughout the year to gather useful feedback on a wide variety of topics, including financial performance, corporate governance, executive compensation, sustainability practices and strategic priorities. We have generally received positive feedback regarding our corporate

governance practices, including our Board leadership and the composition of our Board, our human capital management practices and policy, and our sustainability efforts. Shareholder feedback continues to inform our practices and the information we disclose to the public to help us effectively address shareholder interests and inquiries.

YEAR-ROUND SHAREHOLDER ENGAGEMENT PROGRAM

We have developed a robust engagement program that ensures an active and open, year-round, dialogue with shareholders and other stakeholders. These meetings strengthen our relationship

with our shareholders and reinforce our commitment to incorporate shareholder feedback into various decisions made by the Board and management.

[MISSING IMAGE: fc_annualmeeting-pn.jpg]

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				CORPORATE GOVERNANCE AND RELATED MATTERS SHAREHOLDER ENGAGEMENT AND COMMUNICATIONS

FALL ENGAGEMENT PROCESS

In 2023, we continued our robust fall shareholder engagement process, contacting shareholders representing approximately 70% of ITT’s outstanding shares, and engaging with shareholders representing approximately 26% of outstanding shares. In addition, we conducted outreach to the two leading proxy advisory firms and met with one. These shareholder engagement efforts are complementary to outreach conducted by members of senior management through ITT’s Investor Relations department as they regularly meet with shareholders and participate in investor conferences.

The feedback we received was shared with the Board and members of senior management and an overview of the specific areas of focus for our shareholders during these meetings is provided in the table below. We believe it is important for the Company to have a direct line of communication with shareholders to allow the Board and management to better assess our policies and practices continually.

Fall 2023 Shareholder Engagement Outreach Efforts
Number of Shareholders Contacted:	Percent of Outstanding Shares Contacted:	Percent of Outstanding Shares Engaged:
27	~70%	~26%

Specific Areas of Focus and Feedback
Corporate Governance	Human Capital Management	Sustainability
Board Diversity & Refreshment	Diversity, Equity and Inclusion	Sustainability Reporting
■ Discussed continued alignment of director expertise with long-term Company strategy as part of the Board’s ongoing refreshment strategy	■ Discussed actions taken to achieve diversity, equity and inclusion (“DEI”) goals set out in the 2022 Sustainability Report, progress made and plans for future achievement	■ Discussed progress toward previously-disclosed environmental and social targets and received positive feedback on disclosure on progress in the 2023 Sustainability Update
■ Discussed board leadership transitions and rationale for providing retirement age waivers during refreshment process	■ Discussed view of the skilled labor market, how we are combating attrition and our efforts to retain diverse talent	■ Discussed plan for measuring and disclosing Scope 3 emissions
■ Shareholders recognized ITT’s commitment to Board diversity, including gender, race/ethnicity, age, citizenship and professional background	■ Discussed our positive relationship with our labor unions and how that contributes to employee engagement and productivity	■ Shareholders were interested to understand the financial returns from our green energy investments

Governance	Compensation	Board Oversight of ESG
■ Discussed transparency in political spending and our disclosure regarding political contributions and trade association memberships	■ Received positive feedback on potential updates to AIP design to increase weighting of cash flow and reduce individual performance metric	■ Discussed Board and committee oversight of ESG initiatives including oversight over our Environmental Task Force and the ITT Environmental, Safety, Health and Security Council
■ Shareholders appreciated ITT’s strong governance practices and robust disclosure on corporate governance	■ Discussed weighting of LTIP metrics (ROIC/TSR)	■ Discussed cybersecurity experience and background of board members

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				CORPORATE GOVERNANCE AND RELATED MATTERS ESG OVERVIEW
				CORPORATE GOVERNANCE AND RELATED MATTERS ESG OVERVIEW

RECENT BOARD ACTIONS IN RESPONSE TO INVESTOR FEEDBACK

■

Increased Transparency in Political Spending: In response to our discussions with shareholders regarding transparency in our political spending, we have posted our formal political contributions policy on the Governance section of our website, as well as our 2023 Political Contributions Report, which describes our political spending for the year covered by the report. This policy and the 2023 Political Contributions Report have been reviewed and approved by the Nominating and Governance Committee, which will review and approve any material future changes to the policy. In addition, the Nominating and Governance Committee will annually review the Company’s website disclosure regarding political contributions.

■

Sustainability: We continue to evolve and enhance our sustainability practices and disclosure, taking into account shareholder feedback. Our 2023 Sustainability Update detailed our progress on our previously released GHG emissions target and DEI goals. We remain committed to progressing our efforts and issuing future sustainability reports outlining our goals and initiatives.

We encourage shareholders to continue to engage with us and let us know their thoughts about ITT or bring matters to our attention. Please feel free to write directly to us at ITT Inc., 100 Washington Boulevard, 6th Floor, Stamford, CT 06902, Attention: Corporate Secretary.

COMMUNICATION WITH THE BOARD OF DIRECTORS

Shareholders and other interested parties may contact any of our directors (including the non-executive Chairman), a committee of the Board, the Board’s non-management directors as a group, or the Board as a whole by writing to them c/o ITT Inc., 100 Washington Boulevard, 6th Floor, Stamford, CT 06902, Attention: Corporate Secretary. Communications are distributed to the Board, or to any individual director(s), as

appropriate under the facts and circumstances. Junk mail, advertisements, product inquiries or complaints, resumes, spam and surveys are not forwarded to the Board. Material that is threatening, unduly hostile or deemed by the Corporate Secretary to be trivial, irrelevant or inappropriate will also not be forwarded. Any non-management director may request any communications that have been excluded be made available.

ESG OVERVIEW

ESG OVERSIGHT

Our Board, executive leadership and employees are committed to effectively managing ESG topics. We design our governance policies and processes to provide appropriate Board-level oversight of significant ESG issues relevant to ITT. Our ESG governance structure, policies, processes and areas of focus are informed by ESG reporting standards and our proactive engagement with investors, customers and other stakeholders.

Management works closely with the Board to identify relevant ESG risks and opportunities to enhance our bottom line and deliver long-term financial value to our shareholders. The Nominating and Governance Committee has overall oversight responsibility for sustainability and our other ESG initiatives. In addition, each committee has primary responsibility for oversight of other specific aspects of the Company’s ESG initiatives, consistent with their areas of responsibility as reflected in their respective charters and described below.

The Environmental, Safety, Health and Security (“ESH&S”) Council is an internal team of senior executives led by our

General Counsel that establishes corporate-wide processes and strategies and oversees ESH&S matters across the Company. The ESH&S Council meets monthly and includes, among others, our General Counsel, our Director of Environmental Affairs and each of our three Value Center ESH&S leaders. Members of the ESH&S Council provide regular reports to the Board and our committees, including an annual review of our environmental liabilities provided to our Audit Committee.

Our Environmental Task Force is comprised of leaders in our ESH&S Council, finance, research and development and supply chain management, is led by our CFO and meets monthly to discuss green capex initiatives, establish corporate-wide environmental and sustainability goals and identify sustainability-related opportunities across our Value Centers.

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				CORPORATE GOVERNANCE AND RELATED MATTERS ESG OVERVIEW
				CORPORATE GOVERNANCE AND RELATED MATTERS ESG OVERVIEW

BOARD OF DIRECTORS

Receives regular reports from management regarding matters related to ESH&S and provides oversight of sustainability and other ESG initiatives, primarily through its committees

	Audit Committee			Nominating and Governance Committee			Compensation and Human Capital Committee
	■ Oversight of environmental liabilities and assets, including the accuracy of budgeting and the forecasting process related to environmental liabilities ■ Oversees and reviews cybersecurity and other information technology risks, controls and procedures			■ Oversees sustainability in general and maintains an informed status on key ESG initiatives, engagement with key stakeholders, non-governmental organizations and ESG rating organizations ■ Receives updates from our investor relations department regarding sustainability initiatives at least annually			■ Oversees human capital management programs, including responsibilities relating to the compensation and benefits of our executive officers, and the recruitment, development and retention of diverse talent necessary to ensure our success ■ Receives regular briefings from our Chief Human Resources Officer regarding diversity, equity and inclusion as well as written reports at least once a quarter

Environmental Task Force

Environmental, Safety, Health & Security Council

Internal management team that establishes corporate-wide environmental and sustainability goals and identifies sustainability-related opportunities across our Value Centers

Internal management team that establishes corporate-wide processes and strategies and oversees ESH&S matters across the Company

ESG HIGHLIGHTS

In October 2023, with the oversight of our Nominating and Governance Committee, we published our 2023 Sustainability Update (available on our website), which details our approach

to sustainability and our progress towards the emissions reduction and DEI targets we established in November 2022.

ENVIRONMENTAL HIGHLIGHTS

We have made significant progress towards our GHG emissions reduction target through the increased implementation of renewable energy sources, including the use of solar energy. As we continue to focus on reducing our footprint, in April 2023, we announced a $25 million commitment toward green energy projects, including solar panel installations at eight manufacturing facilities globally. Once completed, we expect the solar installations to reduce ITT’s carbon emissions by approximately 6,000 tons of CO2 per year. Over the past year, we also drove a reduction in water consumption and an increase in materials recycled across our facilities.

We continue to innovate to solve our customers’ most challenging problems with environmentally friendly and

sustainable technologies that reduce waste, limit downtime and remove harmful emissions related to flaring and other sources of pollutants. For example, our twin-screw and multiphase pumping technology are deployed on large decarbonization projects across the world. In one oil and gas application, our pumping technology was projected to help our customer reduce more than 300,000 tons of CO2 in a single year and avoid fines. We continue to further the development of key technologies that help ensure our customers are preparing for upcoming regulations in transportation and energy and can meet increasing demand in the growing electric vehicle market.

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				CORPORATE GOVERNANCE AND RELATED MATTERS DIRECTOR ORIENTATION AND CONTINUING EDUCATION

SOCIAL HIGHLIGHTS

Occupational health and safety is a top priority at ITT. Our focus on driving proactive, zero-incident workplace cultural behaviors as well as our granular, root-cause approach towards identifying improvement actions permeates our organization. These efforts are reflected in the continued progress we are making. Nearly 60% of ITT sites around the world had zero recordable incidents in both 2022 and 2023 and approximately 30% of ITT sites had zero incidents in the last three years. This focus drove an improved Injury Severity Rate of more than 20% versus 2022 while our Injury Frequency Rate of 0.6 remained roughly flat to 2022.

We are also invested in our employees and provide meaningful opportunities to support professional and personal development at ITT. We offer a range of programs to elevate both the technical and leadership skills of our employees and facilitate networking programs to enable our employees to grow and thrive. Our development philosophy is built around a “know-do” framework which includes both formal training and experiential learning. Tailored learning programs, coaching and mentoring elevate both technical and other skills (the “know”) while challenging, well-planned work experiences and global assignments prepare ITTers for current and future roles (the “do”). Successful employee development is also supported by thoughtful plans built in partnership between employees and their managers. Our development planning tools and processes ensure targeted, concrete action planning, and we promote

continuous feedback and regular check-ins. For example, over the past few years, ITT has expanded enrollment in our leadership programs through UP Academy for emerging leaders, which we developed in partnership with the European Centre for Executive Development.

Finally, we are committed to the principle of having a diverse and inclusive workforce and to creating a higher-performance culture. We support inclusive hiring practices, have implemented programs related to unconscious bias training, promote local inclusion efforts to identify site-specific needs and sponsor employee resource group development, including the global “I-Win” Women’s Interest Network. We are focused on demonstrating our commitment to diversity, equity and inclusion through our actions. We work to create an environment where all ITTers can fully engage, achieve their personal potential and freely share ideas that guide us toward more innovative thinking and better business decisions and solutions.

In service to our commitment to provide transparency to our stakeholders, we first disclosed our employee diversity targets in our 2022 Sustainability Report, and we have posted our annual consolidated EEO-1 report since 2021, including the 2023 report, on our website at www.itt.com/our-people/eeo-1-report. We will continue to focus on driving results relating to human capital management initiatives and enhancing disclosure on human capital strategy and metrics.

DIRECTOR ORIENTATION AND CONTINUING EDUCATION

Given the appointment of three new directors within the last year and the nomination of an additional new director candidate for election at the 2024 Annual Meeting, our director onboarding process is an important element of our Board’s overall approach to providing strong oversight. As part of ITT’s director orientation program, new directors participate in one-on-one introductory meetings with members of ITT’s leadership team and other functional leaders. This director orientation familiarizes the directors with our business and strategic plans, significant financial, accounting and risk management issues, human resources matters, our compliance programs and other controls, policies and procedures. The orientation also addresses Board procedures, our Principles and our Board committee charters and provides directors with the opportunity to meet with our officers and other key members of senior management. Finally, in order to provide our new directors with a resource for questions and insight about our business, culture and governance practices, and to foster collegiality on our Board, each new director is informally paired with another director or member of management who can assist the new director in obtaining whatever information they may need.

The Company also endeavors to provide ongoing director education throughout the year. Our annual strategy session, where senior management presents the strategic plans for each of the businesses and the Company as a whole, is one component of that ongoing education. We aim to periodically hold the annual strategy session at an ITT facility in order to increase the Board’s understanding of the Company’s people, operations, product lines and overall business. Members of our senior management as well as outside advisors and industry experts also present topics throughout the year to the Board in order to increase directors’ understanding of the Company’s business operations, strategies, risks and opportunities.

Directors may also enroll in external continuing education programs at ITT’s expense on topics associated with a director’s service on a public company board in order to provide a forum for them to maintain their insight into leading governance practices, exchange ideas with peers and keep current their skills and understanding of their duties as directors.

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				CORPORATE GOVERNANCE AND RELATED MATTERS BOARD AND GOVERNANCE POLICIES

BOARD AND GOVERNANCE POLICIES

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

None of the members of the Compensation and Human Capital Committee during 2023 or as of the date of this Proxy Statement in 2024 has been an officer or employee of the Company and no executive officer of the Company has served

on the compensation committee or board of any company that employed any member of our Compensation and Human Capital Committee or Board.

CODE OF CONDUCT

The Company has adopted the ITT Code of Conduct which was updated in 2022 and applies to all employees (including part-time and temporary workers and contractors), including the CEO, CFO, and Principal Accounting Officer and, where applicable, to its non-management directors. The ITT Code of Conduct is available on our website at www.itt.com/newsroom/publications/code-of-conduct. We disclose on our website any changes to or waivers from the Code of Conduct for the Company’s CEO, CFO, Principal Accounting Officer, non-management directors and other executive officers. In addition, the Company will disclose within four business days any substantive changes in or waivers of the Code of Conduct granted to our CEO, CFO, and Principal Accounting Officer, or persons performing similar functions. We intend to do this by

posting such information on our website as set forth above rather than by filing a Form 8-K with the SEC.

The Company has established a confidential ethics phone line and website to respond to employees, suppliers, contractors and customers’ questions and reports of ethical concerns. Also, the Audit Committee has established a policy with procedures to receive, retain and treat complaints received by the Company regarding accounting, internal controls or auditing matters and to allow for the confidential, anonymous submission by employees of concerns regarding accounting or auditing matters. ITT does not allow any form of retaliation against anyone who raises a concern in good faith.

POLICIES FOR APPROVING RELATED PARTY TRANSACTIONS

The Board has adopted a written Related Party Transaction Policy (the “RPT Policy”) that addresses the reporting, review and approval or ratification of transactions with related parties. The RPT Policy covers (but is not limited to) those related party transactions and relationships required to be disclosed under Item 404(a) of the SEC’s Regulation S-K, and applies to each director or executive officer of the Company, any nominee for election as a director of the Company, any security holder who is known to the Company to own of record or beneficially more than 5% of any class of the Company’s voting securities, and any immediate family member of any of the foregoing persons (each, a “Related Party”).

The Company recognizes transactions with Related Parties may involve potential or actual conflicts of interest and pose the risk they may be, or be perceived to have been, based on considerations other than the Company’s best interests. Accordingly, as a general matter, the Company seeks to avoid such transactions. However, the Company recognizes that in some circumstances transactions between Related Parties and the Company may be incidental to the normal course of business, may provide an opportunity that is in the best interests of the Company to pursue, or may not otherwise be inconsistent with the best interests of the Company. In other cases it may be inefficient for the Company to pursue an alternative transaction. The RPT Policy therefore is not designed to prohibit Related Party transactions; rather, it is designed to provide for timely internal reporting of such

transactions and appropriate review, oversight and public disclosure of them. The RPT Policy supplements the provisions of our Code of Conduct concerning potential conflict of interest situations. Under the RPT Policy, an amendment to an arrangement that is considered a Related Party transaction is, unless clearly incidental in nature, considered a separate Related Party transaction.

The RPT Policy provides for the Nominating and Governance Committee to review all Related Party transactions and, wherever possible, to approve such transactions in advance of any such transaction being given effect. In connection with approving or ratifying a Related Party transaction, the Nominating and Governance Committee considers, in light of the relevant facts and circumstances, whether or not the transaction is in, or consistent with, the best interests of the Company, including, as applicable, consideration of the following factors:

■

the position within or relationship of the Related Party with the Company;

■

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;

■

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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				CORPORATE GOVERNANCE AND RELATED MATTERS BOARD AND GOVERNANCE POLICIES

■

whether the transaction is comparable to a transaction that could be available on an arms-length basis or is on terms the Company offers generally to persons who are not Related Parties;

■

whether the transaction is in the ordinary course of our business and was proposed and considered in the ordinary course of business; and

■

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.

The RPT Policy provides standing pre-approval for certain types of transactions the Nominating and Governance Committee has determined do not pose a significant risk of conflict of interest, either because a Related Party would not have a material interest in a transaction of that type or due to the nature, size and/or degree of significance to the Company. The Board reevaluates the RPT Policy periodically.

HEDGING AND PLEDGING

Our directors and certain employees (including executive officers) are prohibited from hedging and speculative trading in the Company’s securities, including short sales and leverage transactions such as puts, calls and listed and unlisted options. We also prohibit our directors and certain employees, including our executive officers, from pledging Company securities as collateral for a loan.

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DIRECTORS’ QUALIFICATION
AND SELECTION PROCESS

BOARD COMPOSITION AND REFRESHMENT

The Board manages its composition and refreshment with significant support from the Nominating and Governance Committee, taking into consideration the skills, experiences and attributes of the existing directors, both individually and as a group. As part of its ongoing refreshment strategy, the Board has been and is currently engaged in a thoughtful and deliberate search process to add new directors with capabilities that align to our long-term strategic and financial direction. The Board is committed to diversity among its members including gender and ethnic/racial diversity as well as diversity of backgrounds, perspectives and cultural experiences.

In October 2023, the Board appointed Nazzic Keene and Kevin Berryman, and in January 2024, the Board appointed Sharon Szafranski, to the ITT Board. The Board is also nominating Christopher O’Shea as a new director nominee for election at the 2024 Annual Meeting. These four individuals were each selected as candidates by a sub-committee of our Board, working with the assistance of a third-party professional search firm which sourced suitable candidates based on the specific skills and attributes desired by the Board. The Nominating and Governance Committee also reviewed the skills, experiences and attributes of all director candidates before recommending their election to the full Board.

Ms. Keene brings broad public company experience to our Board while Mr. Berryman brings extensive financial and operational experience on a global scale. Both are experienced public company directors and bring deep mergers and acquisitions and integration experience. Ms. Szafranski is an accomplished executive with more than thirty years of manufacturing experience and who also brings broad strategy and innovation experience. Mr. O’Shea is the CEO of a multinational energy and services company and brings current experience in transforming business and financial performance. Biographical information about Ms. Keene, Mr. Berryman, Ms. Szafranski and Mr. O’Shea can be found in the section entitled “Election of Directors (Proxy Item No. 1)—2024 Director Nominees.”

These appointments and nominations represent an important step in the Board’s refreshment strategy and in the continued evolution of director capabilities and skill sets. Looking ahead, the Board intends to continue to proactively manage its composition and pursue refreshment in light of various factors, particularly the Board’s mix of skills, experience and attributes, to ensure that the Board is well prepared for its governance responsibilities.

BOARD MEMBERSHIP CRITERIA

The Nominating and Governance Committee regularly considers and reviews with the Board the appropriate skills and characteristics for Board members in fulfilling its responsibility to identify and recommend qualified candidates for membership on the Board. As part of the membership criteria for new Board members, the Principles state that individuals who are nominated are expected to have significant accomplishments and recognized business stature and possess attributes and experiences such as diversity, management skills and business, technological and international experience. The Nominating and Governance Committee’s top priority is therefore ensuring the Board is composed of directors who bring diverse viewpoints and perspectives, exhibit a variety of skills, professional experience and backgrounds, and effectively represent the long-term interests of shareholders.

Criteria for identifying and evaluating candidates for the Board include:

■

personal qualities and characteristics, accomplishments and reputation in the business community;

■

current knowledge and contacts in the Company’s business communities and industries;

■

the fit of the individual’s skills and personality with those of other directors in building a Board that is effective, collegial and responsive;

■

ability and willingness to commit adequate time to Board and committee matters;

■

diversity of viewpoints, background, experience and other demographics;

■

independence (including independence from the interests of a particular group of shareholders);

■

absence of potential conflicts with our interests; and

■

such other criteria as the Board may from time to time determine relevant.

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				DIRECTORS’ QUALIFICATION AND SELECTION PROCESS DIRECTOR NOMINEE SKILLS AND DIVERSITY

DIRECTOR NOMINEE SKILLS AND DIVERSITY

Our director nominees possess relevant experience, skills and qualifications which contribute to a well-functioning Board that effectively oversees the Company’s strategy and management. All of our director nominees bring to the Board a balance of executive leadership experience derived from their diverse professional backgrounds and areas of expertise that are relevant to ITT. As a group, they have global industrial and financial expertise, leadership and public company board experience, and sound business acumen. In identifying and

evaluating candidates for the Board, the Nominating and Governance Committee considers the overall diversity of the Board as a specific factor, including diversity of skills, experience and backgrounds, as well as ethnic and gender diversity. We believe our Board nominees appropriately reflect a diversity of experience and skills and of professional, gender, ethnic and personal backgrounds. The Board is committed to maintaining these different facets of diversity among its members.

Berryman

DeFosset

Keene

McDonald

O’Shea

Powers

Savi

Shavers

Szafranski

Total

International Market Exposure
International business and/or management experience supports the Board’s oversight of key risks involving our global customer and supplier bases and our challenges managing global compliance systems

Operations
General management operations experience at a publicly traded or private company allows directors to critically evaluate our operations and product development

Industrial Experience
Significant business or management experience with a company in the multi-industrial segment enables enhanced oversight of product development and sharpens focus on safety and quality

Public Company Board Experience
Service on the board of directors of at least one public company other than ITT provides directors with similar oversight experience

Executive Leadership Experience
Experience in a senior level management position (preferably CEO or reporting to CEO or Cabinet Member) of a publicly traded company, large private company or governmental department facilitates effective oversight of management and sharpens the Board’s succession planning process

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				DIRECTORS’ QUALIFICATION AND SELECTION PROCESS PROCESS FOR IDENTIFYING AND SELECTING NEW BOARD MEMBERS

Berryman

DeFosset

Keene

McDonald

O’Shea

Powers

Savi

Shavers

Szafranski

Total

Experience in One or More End Markets
Business or management experience in one or more end markets allows directors to evaluate our market strategy, contracting and relationships with key customers

Significant Financial Experience
CFO, Audit Committee Chair or Audit Committee Financial Expert (as per NYSE listing standards) or other employment or financial educational experience enhances the Board’s deliberations regarding capital allocation, long-term strategy and regulatory compliance

Mergers & Acquisition Experience
Significant experience in mergers, acquisitions or other business combinations enables oversight of our strategy of growth through targeted acquisitions

Race/Ethnicity

White

Ethnic/Racial Diversity

Gender

Male

Female

Citizenship

U.S.

U.K.

U.S.

Italy

U.S.

All skills are self-assessed.

PROCESS FOR IDENTIFYING AND SELECTING NEW BOARD MEMBERS

The Nominating and Governance Committee identifies director candidates through a variety of sources including independent search firms, personal references and business contacts.

Shareholders who wish to recommend candidates may contact the Nominating and Governance Committee in the manner described in “Corporate Governance and Related Matters —Shareholder Engagement and Communications—Communication with the Board of Directors.” Shareholder nominations must be made according to the procedures required by our By-laws and described in this Proxy Statement under the heading “Information about the Proxy Statement & Voting.” Shareholder recommended candidates and shareholder nominees whose nominations comply with these procedures and who meet the criteria referred to above will be

evaluated by the Nominating and Governance Committee in the same manner as other nominees.

A key component to the nomination (and re-nomination) process is the Nominating and Governance Committee’s consideration of the results of the Board’s self-evaluation process. The results generated from this evaluation process include nominee attributes and experiences that will individually and collectively complement the existing Board, taking into account the Board’s needs for expertise and recognizing that having a diverse Board will benefit the Company’s businesses and operations, which are diverse and global in nature.

Prior to recommending nominees for election as directors, the Nominating and Governance Committee, and then the full

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				DIRECTORS’ QUALIFICATION AND SELECTION PROCESS BOARD TENURE

Board, engages in a deliberative process and considers the criteria discussed in “Board Membership Criteria” above to ensure the nominee will contribute to an effective Board. Biographical information for each director candidate is evaluated and candidates participate in interviews with existing Board members and management. We conduct thorough background checks on each candidate and nominees must meet the requirements of the Company’s By-laws and the Principles.

Balanced and effective Board composition, supplemented by a thoughtful approach to refreshment, is a priority for ITT. The selection of a qualified group of directors with an appropriate mix of skills, experience and attributes is essential to the Board’s successful oversight of our business.

BOARD TENURE

The Board strives to maintain an appropriate balance of tenure and refreshment among directors and acknowledges that these priorities may shift over time. The Board believes there are benefits from the valuable experience and familiarity with the Company and its people and processes that longer-tenured

directors bring, as well as significant benefits from the fresh perspectives and ideas that new directors bring. The average tenure of our director nominees is approximately five years. The Board aims to continue to refresh its membership over time.

DIRECTOR INDEPENDENCE

The Board, through the Nominating and Governance Committee, conducts an annual review of the independence of its members. With the assistance of legal counsel to the Company, the Nominating and Governance Committee has reviewed the applicable standards for Board and committee member independence, as well as the standards established by the Principles. A summary of the answers to annual questionnaires completed by each of the directors and a report of transactions with director-affiliated entities are also made available to the Nominating and Governance Committee to enable its comprehensive independence review. On the basis of this review, the Nominating and Governance Committee has delivered a report to the full Board, and the Board has made its independence determinations based upon the committee’s report and the supporting information.

Under NYSE listing standards, an independent director must not have any material relationship with the Company, either directly or as a partner, shareholder or officer of an organization that has a relationship with the Company. The NYSE requirements pertaining to director independence also include a series of objective tests, such as the requirement that the director is not an employee of the Company and has not engaged in various types of business dealings with the Company. The Board also considers whether directors have any relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. The SEC has a separate independence requirement for Audit Committee members that overlays the NYSE requirements. The NYSE also requires directors who serve on compensation committees to satisfy additional independence requirements specific to that service.

The Board has determined that Mr. Savi is not “independent” because of his employment as CEO of the Company. The Board has reviewed all relationships between the Company and each other member of the Board and has affirmatively

determined all of the members of the Board other than Mr. Savi are “independent” pursuant to the applicable listing standards of the NYSE. None of these directors were disqualified from “independent” status under the objective tests set forth in the NYSE standards. In assessing independence under the subjective relationships test described above, the Board took into account the criteria for disqualification set forth in the NYSE’s objective tests, and reviewed and discussed additional information provided by each director and the Company with regard to each director’s business and personal activities as they may relate to the Company and its management. The Board considered transactions occurring since the beginning of the Company’s 2021 fiscal year between the Company and entities associated with the directors or members of their immediate families. All identified transactions that appear to relate to the Company and a person or entity with a known connection to a director were presented to the Board for consideration. The Board also considered in its analysis the Company’s contributions to tax-exempt organizations with respect to each of the non-management directors. Based on the foregoing, as required by the NYSE, the Board made the subjective determination as to each of these directors that no material relationships with the Company exist and no relationships exist which, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of such director. The Board also determined that the current members of the Audit Committee and of the Compensation and Human Capital Committee meet the applicable SEC and NYSE listing standard independence requirements with respect to membership on such committees. The Company did not make any contributions to any tax exempt organizations in which any non-management director serves as an executive officer within the past three fiscal years where such contributions exceeded the greater of $1 million or 2% of such organization’s consolidated gross revenues.

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ELECTION OF DIRECTORS
(PROXY ITEM NO. 1)

ELECTION PROCEDURES

Each director must be elected by a majority of the votes cast by the shareholders represented at the virtual meeting or by proxy at the Annual Meeting. A “majority of the votes cast” means the number of votes cast “for” a director must exceed the number of votes cast “against” that director (with abstentions and broker non-votes not counted as votes cast with respect to that director). In a contested election for directors (an election in which the number of nominees for election as directors is greater than the number of directors to be elected), the vote standard would be a plurality of votes cast.

In accordance with our By-laws and the Principles, the Board will only nominate director candidates who agree to tender an irrevocable resignation promptly following their failure to receive the required vote for re-election in an uncontested election. In addition, the Board will fill director vacancies and new directorships only with candidates who agree to tender the same form of resignation promptly following their appointment to the Board.

If an incumbent director fails to receive the required vote for re-election in an uncontested election and submits his or her resignation to the Chairman of the Board or the Corporate Secretary, then the Nominating and Governance Committee (or the equivalent committee then in existence) shall promptly consider the resignation and all relevant facts and circumstances concerning any vote and the best interests of

the Company and its shareholders. After such consideration, the Nominating and Governance Committee will make a recommendation to the Board regarding whether the resignation should be accepted or rejected, or whether any other action should be taken. The Board will act on the Committee’s recommendation no later than its next regularly scheduled Board meeting (after certification of the shareholder vote) or within 90 days after certification of the shareholder vote, whichever is earlier, and the Board will promptly publicly disclose its decision and the reasons for its decision.

Each nominee elected as a director will continue in office until the earlier of the 2025 Annual Meeting of Shareholders, his or her successor having been duly elected and qualified, or his or her death, resignation or removal.

The nine nominees for election to the Board in 2024 have agreed to serve if elected, and management has no reason to believe such nominees will be unavailable to serve. In the event any of the nominees is unable or declines to serve as a director at the time of the Annual Meeting, then the persons named as proxies may vote for a substitute nominee chosen by the present Board to fill the vacancy. Alternatively, the Board may reduce the size of the Board. The individuals named as proxies in the proxy card intend to vote your proxy (if you are a shareholder of record) for the election of each of these nominees, unless you indicate otherwise on the proxy card.

2024 DIRECTOR NOMINEES

Eight members of our Board and one new director nominee are standing for election to hold office until the 2025 Annual Meeting of Shareholders.

We believe our 2024 director nominees evidence our commitment to maintain an appropriate balance of tenure, turnover, diversity, skills and experience on the Board. Of the nine directors who are nominees for election at the Annual Meeting, four are female, one is racially or ethnically diverse

and two are citizens of a non-U.S. country. As discussed in detail in our nominees’ biographies, the nominees come from varied professional backgrounds and industries, including manufacturing, finance, energy and technology. Each of our 2024 director nominees was recommended for election by the Nominating and Governance Committee, and such recommendation was approved unanimously by the Board.

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				ELECTION OF DIRECTORS (PROXY ITEM NO. 1) 2024 DIRECTOR NOMINEES

The principal occupation and certain other biographical information about the nominees is set forth on the following pages.

KEVIN BERRYMAN
Age: 65 Director since: October 2023 Former Chief Financial Officer and President at Jacobs Solutions, Inc. Independent	CAREER: Kevin Berryman served as the Chief Financial Officer and President of Jacobs Solutions Inc. (“Jacobs”), a multi-billion dollar global technical services company that specializes in engineering, design, and consulting, from 2015 to August 2023. He currently serves as Special Advisor to the CEO of Jacobs. Prior to joining Jacobs, Mr. Berryman was the Executive Vice President and Chief Financial Officer of International Flavor and Fragrances, Inc., a global manufacturer of flavors and fragrances to consumers, a role that he served from 2009 to 2014. Mr. Berryman also spent 23 years in a number of leadership positions at Nestle, S.A., including Chief Financial Officer of one its largest acquisitions, Purina PetCare Company. Mr. Berryman is currently a director of Sealed Air Corporation where he has served since 2021 (Audit Committee; People and Compensation Committee).
	REASONS FOR ELECTION TO THE BOARD OF ITT: In considering Mr. Berryman for director of the Company, the Board considered his financial and operational experience as President and Chief Financial Officer of a global technical service company as well as his deep mergers and acquisitions and integration experience.
	BOARD COMMITTEES: ■ Audit Committee	CURRENT PUBLIC COMPANY BOARDS: ■ Sealed Air Corporation (SEE)
	SKILLS AND QUALIFICATIONS:

DONALD DEFOSSET, JR.
Age: 75 Director since: October 2011 Former Chairman, President & CEO of Walter Industries, Inc. Independent	CAREER: Donald DeFosset, Jr. retired in 2005 as Chairman, President & 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 & CEO, 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., Navistar International Corporation and AlliedSignal, Inc. Mr. DeFosset is currently a director of Terex Corporation, where he has served since 1999 (Chairman of the Compensation and Human Capital Committee; Governance, Nominating and Corporate Responsibility 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 CEO 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.
	BOARD COMMITTEES: ■ Nominating and Governance Committee (Chair) ■ Audit Committee	CURRENT PUBLIC COMPANY BOARDS: ■ Terex Corporation (TEX)
	SKILLS AND QUALIFICATIONS:	FORMER PUBLIC COMPANY BOARDS: ■ National Retail Properties, Inc. (2008-2022) ■ Regions Financial Corporation (2005-2022)

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				ELECTION OF DIRECTORS (PROXY ITEM NO. 1) 2024 DIRECTOR NOMINEES

NAZZIC S. KEENE
Age: 63 Director since: October 2023 Former Chief Executive Officer at Science Applications International Corporation Independent	CAREER: Nazzic S. Keene retired in 2023 from her position as Chief Executive Officer and a director of Science Applications International Corporation (“SAIC”), a multi-billion-dollar global company engaged in integrating information technology systems that manage engineering, large-scale IT modernization, and security, logistics, simulation and data analytics for government bodies, a role in which she served since 2019. She was appointed to the position of CEO and elected as a director after having served as Chief Operating Officer of SAIC from 2017 to 2019 and as the President of Global Markets & Missions from 2013 to 2017. Ms. Keene is currently a director of Automatic Data Processing Inc. where she has served since 2020 (Chair of the Nominating/Corporate Governance Committee; Audit Committee).
	REASONS FOR ELECTION TO THE BOARD OF ITT: In considering Ms. Keene for director of the Company, the Board considered her extensive public company experience as CEO of a multi-billion-dollar global organization where she demonstrated a history of driving growth and change. In addition, Ms. Keene has deep mergers and acquisitions and integration background in the information technology industry and is an experienced public company director.
	BOARD COMMITTEES: ■ Nominating and Governance Committee	CURRENT PUBLIC COMPANY BOARDS: ■ Automatic Data Processing Inc. (ADP)
	SKILLS AND QUALIFICATIONS:	FORMER PUBLIC COMPANY BOARDS: ■ Science Applications International Corporation (2019-2023)

REBECCA A. MCDONALD
Age: 71 Director since: December 2013 Former CEO of Laurus Energy Inc. Independent			CAREER: Rebecca A. McDonald retired in 2012 as CEO of Laurus Energy Inc., a privately held company involved in underground coal gasification development, a role in which she served since 2008. She previously served as President, Gas and Power, at BHP Billiton from March 2004 to September 2007, and, from October 2001 to January 2004, she served as President of the Houston Museum of Natural Science. Ms. McDonald has more than 25 years of experience in the energy industry. She has been responsible for the development, construction and operation of natural gas and liquids pipelines, gas and electricity distribution companies, as well as power plant and gas processing facilities in North America, Asia, Africa and South America.
			REASONS FOR ELECTION TO THE BOARD OF ITT: In considering Ms. McDonald for director of the Company, the Board considered her significant expertise in the oil and gas industry, as well as her executive-level experience and extensive knowledge of business systems and operations. The Board also considered her experience as a director of a variety of public and private companies within the energy industry.
			BOARD COMMITTEES: ■ Compensation and Human Capital Committee (Chair) ■ Nominating and Governance Committee
			SKILLS AND QUALIFICATIONS:

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				ELECTION OF DIRECTORS (PROXY ITEM NO. 1) 2024 DIRECTOR NOMINEES

CHRISTOPHER O’SHEA
Age: 50 New Director Nominee CEO of Centrica plc Independent	CAREER: Christopher O’Shea has served as the CEO of Centrica plc, a multi-billion dollar integrated energy company listed on the London Stock Exchange, since 2020 and also sits on Centrica’s Board of Directors. He was appointed to the position of CEO after serving as Centrica’s CFO from 2018-2020. Mr. O’Shea also served as CFO of Smiths Group plc, a U.K. public company engaged in global diversified industrial, security, and medical technology, from 2015-2017. In addition, Mr. O’Shea served as CFO of Vesuvius plc, a public company and global leader in metal flow engineering, from 2012-2015. Mr. O’Shea previously held various leadership roles with BG Group plc, Shell plc, and Ernst & Young from 1998-2012.
	REASONS FOR ELECTION TO THE BOARD OF ITT: In considering Mr. O’Shea for director of the Company, the Board considered his strong global and engineering background, as well as his strong track record of transforming businesses through cultural change, structural simplification and improving optimal performance. The Board also considered his extensive financial foundation, including his experience as CFO, and in raising capital and structuring innovative commercial financing arrangements.
	BOARD COMMITTEES: ■ Audit Committee* * If elected, the Board expects to appoint Mr. O’Shea to the Audit Committee	CURRENT PUBLIC COMPANY BOARDS: ■ Centrica plc
	SKILLS AND QUALIFICATIONS:

TIMOTHY H. POWERS
Age: 75 Director since: February 2015 Chairman of the Board of ITT Inc. Former Chairman, President & CEO of Hubbell Incorporated Independent	CAREER: Timothy H. Powers retired in 2013 as Chairman, President & Chief Executive Officer of Hubbell Incorporated, a public company engaged in the global manufacturing of electrical products and utility solutions, a role in which he served since 2004. He was appointed to the position of Chairman after having served as the President and CEO 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 served as a director of WestRock Company (formerly MeadWestvaco Corporation) from 2006 until January 2021. 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.
	BOARD COMMITTEES: ■ Audit Committee (Chair) ■ Compensation and Human Capital Committee (ex-officio) ■ Nominating and Governance Committee (ex-officio)	FORMER PUBLIC COMPANY BOARDS: ■ WestRock Company (2006-2021)
	SKILLS AND QUALIFICATIONS:

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				ELECTION OF DIRECTORS (PROXY ITEM NO. 1) 2024 DIRECTOR NOMINEES

LUCA SAVI
Age: 58 Director since: January 2019 CEO & President of ITT Inc.	CAREER: Luca Savi was appointed CEO, President and a director of the Company in January 2019. He previously served as President and Chief Operating Officer of the Company since August 2018 and as Executive Vice President and Chief Operating Officer since January 2017. Prior to that, he served as Executive Vice President and President, Motion Technologies since February 2016 and as Senior Vice President and President, Motion Technologies since November 2011. Prior to joining the Company, Mr. Savi served as Chief Operating Officer, Comau Body Welding at Comau, a subsidiary of the Fiat Group responsible for producing and serving advanced manufacturing systems, from 2009 to 2011 and as CEO, Comau North America from 2007 to 2009. Mr. Savi previously held leadership roles at Honeywell International Inc. and Royal Dutch Shell plc and technical roles at Ferruzzi-Montedison Group. Mr. Savi is currently a director of MSA Safety Incorporated (Compensation Committee).
	REASONS FOR ELECTION TO THE BOARD OF ITT: In considering Mr. Savi for director of the Company, the Board considered Mr. Savi’s significant experience in many of the Company’s most important end markets. The Board also considered his extensive operations, strategy, growth and innovation experience with industrial companies and, in particular, his knowledge of the Company’s business and operations having served as the President of the Company’s largest business unit and as its Chief Operating Officer.
	SKILLS AND QUALIFICATIONS:	CURRENT PUBLIC COMPANY BOARDS: ■ MSA Safety Incorporated (MSA)

CHERYL L. SHAVERS
Age: 70 Director since: October 2018 Chair & CEO of Global Smarts, Inc. Independent	CAREER: Dr. Cheryl L. Shavers has served as the Chair & CEO of Global Smarts, Inc., an advisory services and strategy firm that specializes in integration of capital, technology and information across national borders, since February 2001. From 1999 to 2001, Dr. Shavers served as the Undersecretary of Commerce for Technology at the U.S. Department of Commerce, where she oversaw the Office of Technology Policy and the Technology Administration, the focal point for partnerships between the U.S. government and the private sector pertaining to commercial and industrial innovation, productivity and economic growth. In that role, she also headed the National Institute of Standards & Technology of the U.S. Department of Commerce, which is responsible for the development of encryption standards, the U.S. cybersecurity framework as well as other technology and standards. She also served as Undersecretary Designate from April 1999 to November 1999. Dr. Shavers has also served as a director of the Knowles Corporation since 2017 (Chair of the Nominating and Governance Committee; Compensation Committee). Dr. Shavers previously served as the chair of the Technology and Cybersecurity Committee at Rockwell Collins, Inc.
	REASONS FOR ELECTION TO THE BOARD OF ITT: In considering Dr. Shavers for director of the Company, the Board considered her extensive experience as a highly regarded and sought after technical and business expert and her extensive experience with technology development, innovation and management of growth opportunities.
	BOARD COMMITTEES: ■ Nominating and Governance Committee ■ Compensation and Human Capital Committee	CURRENT PUBLIC COMPANY BOARDS: ■ Knowles Corporation (KN)
	SKILLS AND QUALIFICATIONS:

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				ELECTION OF DIRECTORS (PROXY ITEM NO. 1) 2024 DIRECTOR NOMINEES

SHARON SZAFRANSKI
Age: 57 Director since: January 2024 Executive Vice President, Welding Segment, Illinois Tool Works Inc. (ITW) Independent			CAREER: Sharon Szafranski has served as the Executive Vice President of the Welding segment at Illinois Tool Works, Inc. (“ITW”), a Fortune 200 global manufacturing leader, since 2022. Ms. Szafranski previously served as the Executive Vice President of ITW’s Construction Products segment from 2020 to 2021 and Group President of the Test and Measurement segment from 2019-2020. Ms. Szafranski has held eleven different roles of increasing responsibility in ITW since beginning her career in their sales training program in 1994.
			REASONS FOR ELECTION TO THE BOARD OF ITT: In considering Ms. Szafranski for director of the Company, the Board considered her multi-industry and global business expertise, as well as her extensive manufacturing experience resulting from holding several leadership positions in an international manufacturing company. The Board also considered her significant experience fostering innovation with highly engineered products.
			BOARD COMMITTEES: ■ Audit Committee
			SKILLS AND QUALIFICATIONS:

		RECOMMENDATION OF THE BOARD OF DIRECTORS
					THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE ELECTION OF THE NINE NOMINEES LISTED ABOVE AS DIRECTORS. UNLESS A CONTRARY CHOICE IS SPECIFIED, PROXIES SOLICITED BY THE BOARD WILL BE VOTED FOR THE ELECTION OF THE NINE NOMINEES LISTED ABOVE AS DIRECTORS.

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RATIFICATION OF APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
(PROXY ITEM NO. 2)

The Audit Committee is directly responsible for the appointment, compensation, retention and oversight of the Company’s independent registered public accounting firm. To execute this responsibility, the Audit Committee engages in a comprehensive annual evaluation of the independent registered public accounting firm’s qualifications, performance and independence and considers whether the independent registered public accounting firm should be rotated and the potential impact of selecting a different independent registered public accounting firm.

The Audit Committee has selected, and the Board has ratified the selection of, Deloitte & Touche LLP (“Deloitte”) to serve as our independent registered public accounting firm for 2024. Deloitte has served as the Company’s independent registered public accounting firm since 2002. In accordance with SEC rules and Deloitte policies, audit partners are subject to rotation requirements that limit the number of consecutive years an individual partner may provide service to our Company. For lead partners and engagement quality review partners, the maximum number of consecutive years of service in that capacity is five years. The process for selection of the Company’s lead audit partner pursuant to this rotation policy

involves a meeting between the Chair of the Audit Committee and the candidate for the role, as well as discussion by the full committee and with management.

The Audit Committee and full Board believe the continued retention of Deloitte as our independent registered public accounting firm is in the best interest of the Company and our shareholders, and we are asking our shareholders to ratify the selection of Deloitte as our independent registered public accounting firm for 2024. Although ratification is not required by our By-laws or otherwise, the Board is submitting the selection of Deloitte to our shareholders for ratification because we value our shareholders’ views on the Company’s independent registered public accounting firm and as a matter of good corporate practice. In the event our shareholders fail to ratify the selection, it will be considered a recommendation to the Board and the Audit Committee to consider the selection of a different firm. In addition, even if shareholders ratify the selection of Deloitte, the Audit Committee may in its discretion select a different independent registered public accounting firm at any time during the year if it determines such a change would be in the best interests of the Company and our shareholders.

Deloitte is a registered public accounting firm regulated by the Public Company Accounting Oversight Board (the “PCAOB”). Representatives of Deloitte attended all regularly scheduled meetings of the Audit Committee during 2023. The Audit Committee discussed with the independent registered public accounting firm all communications required by auditing standards of the PCAOB. In addition, the committee discussed with the registered public accounting firm its independence from the Company and its management, the scope of Deloitte’s audit, the Company’s critical accounting estimates, significant accounting policies and the critical audit matters addressed during the audit. The Audit Committee annually reviews and considers Deloitte’s performance of the Company’s audit, including the following performance factors:

■ independence	■ leadership	■ compliance and ethics program
■ experience	■ non-audit services	■ industry insight
■ technical capabilities	■ management structure	■ financial strength
■ client service assessment	■ peer review program	■ appropriateness of fees charged
■ responsiveness	■ commitment to quality report

The Audit Committee also reviewed the terms and conditions of Deloitte’s engagement letter including an agreement between the Company and Deloitte to submit disputes between Deloitte and the Company to a dispute resolution process.

The Audit Committee discussed the engagement letter, as well as Deloitte’s fees and services with Deloitte and Company management. The Audit Committee also determined any

non-audit services (services other than those described in the annual audit services engagement letter) provided by Deloitte were permitted under the rules and regulations concerning auditor independence promulgated by the SEC and rules promulgated by the PCAOB. Representatives of Deloitte will be present at the Annual Meeting to answer questions. Representatives of Deloitte also will have the opportunity to make a statement if they desire to do so.

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				RATIFICATION OF APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PROXY ITEM NO. 2) INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FEES

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FEES

Aggregate fees to the Company for the fiscal years ended December 31, 2023 and 2022 represent fees by Deloitte and its foreign affiliates.

Fiscal Year Ended (in thousands)	2023			2022
Audit Fees(1)		$	3,972		$	3,861
Audit-Related Fees(2)			99			35
Tax Fees:(3)
Tax Compliance Services			26			51
Tax Planning Services			530			293
Total Tax Services (sum of Tax Fees)			557			344
All Other Fees			—			—
TOTAL		$	4,628		$	4,240

(1)

Fees for audit services in 2023 and 2022 consisted of:

•

audit of the Company’s annual financial statements and internal control over financial reporting;

•

reviews of the Company’s quarterly financial statements;

•

statutory and regulatory audits, consents and other services related to SEC matters; and

•

financial accounting and reporting consultations.

(2)

Fees for audit-related services in 2023 and 2022 consisted of miscellaneous attest services.

(3)

Fees for tax services in 2023 and 2022 consisted of tax compliance and tax planning and advice:

•

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:

federal, foreign, state and local income tax return assistance;

Internal Revenue Code and foreign tax code technical consultations; and

transfer pricing analyses.

•

tax planning services are services and advice rendered with respect to proposed transactions or services to analyze an anticipated tax result. Such services consisted primarily of tax advice related to intra-group restructuring.

PRE-APPROVAL OF AUDIT AND NON-AUDIT SERVICES

The Audit Committee pre-approves audit services provided by Deloitte. The Audit Committee has a policy on pre-approval of permitted non-audit services provided by Deloitte. The purpose of the policy is to identify thresholds for services, project amounts and circumstances where Deloitte may perform permitted non-audit services. A second level of review and approval by the Audit Committee is required when such permitted non-audit services, project amounts or circumstances exceed the specified amounts.

The Audit Committee has determined that, where practical, all permitted non-audit services shall first be placed for competitive bid prior to selection of a service provider. Management may select the party deemed best suited for the particular engagement, which may or may not be Deloitte. The policy is reviewed and reaffirmed on a regular basis to assure conformance with applicable rules.

The Audit Committee has approved specific categories of audit, audit-related and tax services incremental to the normal

auditing services, which Deloitte may provide without further Audit Committee pre-approval. These categories include, among others, the following:

Due diligence, closing balance sheet audit services, purchase price dispute support and other services related to mergers, acquisitions and divestitures;

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;

Tax compliance and certain tax planning and advice work; and

Accounting consultations and support related to GAAP.

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				RATIFICATION OF APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PROXY ITEM NO. 2) PRE-APPROVAL OF AUDIT AND NON-AUDIT SERVICES

The Audit Committee has also approved specific categories of audit-related services, including the assessment and review of internal controls and the effectiveness of those controls, which outside internal audit service providers may provide without further approval.

If fees for any pre-approved non-audit services provided by either Deloitte or any outside internal audit service provider exceed a pre-determined threshold during any calendar year,

any additional proposed non-audit services provided by that service provider must be submitted for second-level approval by the Audit Committee. Other audit, audit-related and tax services that have not been pre-approved are subject to specific prior approval. The Audit Committee reviews the fees paid or committed to Deloitte during regularly scheduled meetings and at other times as necessary.

The Company has policies and procedures in place prohibiting, in some cases, employment of former Deloitte employees who were members of the audit engagement team.

		RECOMMENDATION OF THE BOARD OF DIRECTORS
					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 2024 FISCAL YEAR. UNLESS A CONTRARY CHOICE IS SPECIFIED, PROXIES SOLICITED BY THE BOARD WILL BE VOTED FOR THE RATIFICATION OF DELOITTE.

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AUDIT COMMITTEE REPORT

ROLE OF THE AUDIT COMMITTEE

The Audit Committee of the Board provides oversight on matters relating to the Company’s financial reporting process and ensures the Company develops and maintains adequate financial controls and procedures, and monitors compliance with these processes. This includes responsibility for, among other things:

■

determination of qualifications and independence of Deloitte, the Company’s independent registered public accounting firm;

■

appointment, compensation and oversight of Deloitte in preparing or issuing audit reports and related work;

■

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;

■

oversight and review of procedures developed for consideration of accounting, internal accounting controls and auditing-related complaints;

■

review of the Company’s policies with respect to risk assessment, risk management and the Company’s major financial risk exposures;

■

monitoring all elements of the Company’s internal control over financial reporting; and

■

adoption of and monitoring the implementation and compliance with the Company’s Non-Audit Services Policy.

The Audit Committee also has oversight responsibility for confirming the scope and monitoring the progress and results of internal audits conducted by the Company’s internal auditor. The Audit Committee discussed with the Company’s internal auditors and Deloitte the plans for their respective audits. The Audit Committee met with the internal auditors and Deloitte, with and without management present, and discussed the results of their examinations, their evaluation of the Company’s internal controls, and the Company’s financial reporting.

The Company’s management has primary responsibility for the financial statements, including the Company’s system of disclosure and internal controls. The Audit Committee may investigate any matter brought to its attention. In that regard, the Audit Committee has full access to all books, records, facilities and personnel of the Company, and the Audit Committee may retain outside counsel, auditors or other independent experts to assist the Committee in performing its responsibilities. Any individual may also bring matters to the Audit Committee by following the procedures set forth in this Proxy Statement under the heading “Corporate Governance and Related Matters—Shareholder Engagement and Communications—Communication with the Board of Directors.”

AUDIT COMMITTEE CHARTER

The Board has adopted a written charter for the Audit Committee, which the Board and the Audit Committee review and at least annually update and reaffirm. The charter sets out

the purpose, membership and organization, and key responsibilities of the Audit Committee.

REGULAR REVIEW OF FINANCIAL STATEMENTS

During 2023, the Audit Committee reviewed and discussed the Company’s audited financial statements with management. The Audit Committee, management and Deloitte reviewed and discussed the Company’s unaudited financial statements

before the release of each quarter’s earnings report and filing on Form 10-Q, and the Company’s audited financial statements before the annual earnings release and filing on Form 10-K.

COMMUNICATIONS WITH DELOITTE

The Audit Committee has reviewed and discussed with management and Deloitte the matters required to be discussed under the standards of the PCAOB. These discussions included Deloitte’s responsibilities under generally accepted auditing standards in the United States, the scope of Deloitte’s audit,

significant accounting policies and management judgments, the quality of the Company’s accounting principles and accounting estimates, new accounting guidance and any critical matters addressed during the audit. The Audit Committee met privately with Deloitte eight times during 2023.

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				AUDIT COMMITTEE REPORT INDEPENDENCE OF DELOITTE
				AUDIT COMMITTEE REPORT INDEPENDENCE OF DELOITTE

INDEPENDENCE OF DELOITTE

Deloitte is directly accountable to the Audit Committee and the Board. The Audit Committee has received the written disclosures and the letter from Deloitte required by applicable requirements of the PCAOB regarding Deloitte’s communications with the Audit Committee concerning

independence and has discussed with Deloitte their independence from management and the Company, any disclosed relationships and the impact of those relationships on Deloitte’s independence.

RECOMMENDATION REGARDING ANNUAL REPORT ON FORM 10-K

In performing its oversight function with regard to the 2023 financial statements, the Audit Committee relied on financial statements and information prepared by the Company’s management. It also relied on information provided by the internal audit staff as well as Deloitte. The Audit Committee reviewed and discussed with management the Company’s

audited financial statements as of and for the year ended December 31, 2023. Based on these discussions, and the information received and reviewed, the Audit Committee recommended to the Company’s Board that the Company’s financial statements be included in the Company’s 2023 Annual Report on Form 10-K.

This report is furnished by the members of the Audit Committee.

	■ Kevin Berryman			■ Donald DeFosset, Jr.			■ Nicholas C. Fanandakis
	■ Timothy H. Powers (Chair)			■ Sharon Szafranski

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NON-BINDING ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION
(PROXY ITEM NO. 3)

In accordance with the requirements of Section 14A of the Exchange Act and the related rules of the SEC, we are including in these proxy materials a separate resolution subject to shareholder vote to approve, in a non-binding vote, the compensation of our Named Executive Officers as defined by the SEC in Item 402 of Regulation S-K as disclosed later in this Proxy Statement in the Compensation Discussion and Analysis. The following resolution will be submitted for a shareholder vote at the Annual Meeting:

“RESOLVED, that the shareholders of ITT Inc. (the “Company”) approve, on a non-binding advisory basis, the compensation of the Company’s Named Executive Officers, as disclosed in the Company’s Proxy Statement for the 2024 Annual Meeting of Shareholders pursuant to Item 402 of the Securities and Exchange Commission Regulation S-K, including the Compensation Discussion and Analysis, the compensation tables and narrative disclosures.”

In considering their vote, shareholders may wish to review with care the information on the Company’s compensation policies and decisions regarding the NEOs presented in this Proxy Statement in the Compensation Discussion and Analysis.

In particular, shareholders should note the Company’s Compensation and Human Capital Committee bases its executive compensation decisions on the following:

■

alignment of executive and shareholder interests by providing incentives linked to the performance of certain financial metrics;

■

the ability for executives to achieve long-term shareholder value creation without undue business risk;

■

creating a clear link between an executive’s individual contribution and performance and his or her compensation;

■

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

■

comparability to the practices of peers in the industries in which we operate and other comparable companies generally.

The vote on this resolution is not intended to address any specific element of compensation; rather, the vote relates to the compensation of our NEOs, as described in this Proxy Statement in accordance with the SEC’s compensation disclosure rules.

The Board values the opinions of the Company’s shareholders as expressed through their votes and other communications. This vote is advisory in nature and non-binding; however, the Board will review and consider the shareholder vote when determining executive compensation. Although SEC rules require ITT to submit to shareholders a non-binding shareholder advisory vote to approve the compensation of ITT’s executives only every three years, we believe the “say-on-pay” advisory vote should occur annually as a corporate governance best practice, and our shareholders agreed pursuant to a non-binding vote in 2023. Therefore, we currently conduct non-binding advisory votes on executive compensation on an annual basis. At the 2023 annual meeting of shareholders, 98.2% of the votes cast favored our “Say on Pay” proposal.

		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 THE BOARD WILL BE VOTED FOR THIS MANAGEMENT PROPOSAL.

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COMPENSATION DISCUSSION AND ANALYSIS

	TABLE OF CONTENTS
	EXECUTIVE SUMMARY					41
	GOVERNANCE AND COMPENSATION					45
	ELEMENTS OF COMPENSATION					47
	2023 ANNUAL INCENTIVE PLAN					48
	2023 LONG-TERM INCENTIVE COMPENSATION					51
	BENEFITS AND PERQUISITES					54
	OTHER COMPENSATION AND BENEFITS					54
	POLICIES					55
	COMPENSATION TABLES					58

EXECUTIVE SUMMARY

BUSINESS ENVIRONMENT AND FINANCIAL RESULTS

ITT delivered strong results in 2023, surpassing $3 billion of revenue and reaching a new record operating margin. Demand for ITT products and services remained strong across most end markets. We drove robust orders and revenue growth in all three segments and exited 2023 with an ending backlog of over $1.2 billion. From a top line perspective, we continued to execute our value-based pricing strategy, while driving share gains in our automotive, rail, energy and flow businesses. A combination of profitable growth and margin expansion enabled ITT to reach nearly $5 of earnings per share. On cash flow, we generated over $500 million of net cash from operating activities, an improvement of more than $250 million compared to the prior year. Our growth and profitability were bolstered organically by more than $100 million of investments in growth, capacity and productivity to support share gains, and inorganically through the acquisitions of Micro-Mode and Svanehøj, the latter of which closed in January 2024. Finally, we continued to pay down commercial paper balances to lower interest expense while growing our dividend and repurchasing $60 million of ITT shares. The below table provides a summary of our financial performance for 2023 and comparisons to 2022.

Table reflects GAAP figures, other than free cash flow and year-over year changes to organic revenue, adjusted operating income, adjusted EPS and free cash flow.

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				COMPENSATION DISCUSSION AND ANALYSIS EXECUTIVE SUMMARY
				COMPENSATION DISCUSSION AND ANALYSIS EXECUTIVE SUMMARY

Organic revenue, organic orders, adjusted operating income, adjusted EPS and free cash flow are non-GAAP financial measures. Please refer to Appendix A for the definition of these non-GAAP financial measures, the reasons why we use these measures and for reconciliations to the most directly comparable measures calculated in accordance with GAAP.

OUR NAMED EXECUTIVE OFFICERS

This Compensation Discussion and Analysis describes the compensation of the following NEOs:

Name	Age	Title	ITT Career
Luca Savi	58	CEO and President	Joined ITT in 2011 as President of Motion Technologies and was appointed CEO and President in January 2019
Emmanuel Caprais	49	SVP and CFO	Joined ITT in 2012 as CFO of Motion Technologies and was appointed ITT CFO in 2020
Lori B. Marino	49	SVP, General Counsel and Corporate Secretary	Previously worked for ITT as VP, Deputy General Counsel and Corporate Secretary from 2013 to 2019; rejoined ITT as SVP and GC in January 2023
Davide Barbon	54	SVP and President, MT and Asia Pacific Region	Joined ITT in 2010 and was appointed SVP and President, MT and APAC in October 2023
Bartek Makowiecki	45	SVP, Strategy and Business Development	Joined ITT in 2021 as SVP, Strategy and Business Development
Carlo Ghirardo	53	Former SVP and President, MT	Mr. Ghirardo separated from ITT on October 23, 2023

OUR COMMITMENT TO PAY FOR PERFORMANCE ALIGNMENT

We have designed our compensation programs to align the pay of our senior executives with both our short-term and long-term financial results and the performance of our stock. The significant majority of pay for our CEO and other NEOs is “at risk”, meaning it is directly impacted by our financial results and stock price performance.

	2023 CEO TARGET PAY			OTHER NEO AVERAGE TARGET PAY

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				COMPENSATION DISCUSSION AND ANALYSIS EXECUTIVE SUMMARY
				COMPENSATION DISCUSSION AND ANALYSIS EXECUTIVE SUMMARY

ALIGNMENT OF OUR 2023 INCENTIVE PLANS TO BUSINESS RESULTS

Our business strategy drives the design and metrics of our incentive plans. Our 2023 AIP includes metrics and weightings that encourage b