ITT Inc. Annual Compensation Policy for Non-Employee Directors (Effective May 15, 2024)

Summary

This document outlines the annual compensation for non-employee directors of ITT Inc., effective May 15, 2024. Non-employee directors receive a $100,000 annual cash retainer, with additional annual retainers for committee chairs and the non-executive chairman. Directors also receive an annual equity award in restricted stock units valued at $155,000, which vests before the next annual meeting. Compensation for new directors is pro-rated. All terms are subject to the company's 2024 proxy statement.

EX-10.1 2 exhibit101-annualcompensat.htm EX-10.1 Document

ITT Inc.

Board of Directors

Annual Compensation of Non-Employee Directors


Annual Retainer (cash)			$100,000 (paid annually)

Committee Chair Annual Retainer
•Audit Committee			$22,500 (paid annually)
•Compensation and Human Capital Committee			$17,500 (paid annually)
•Nominating & Governance Committee			$17,500 (paid annually)

Non-Executive Chairman Annual Retainer			$125,000 (50% cash; 50% restricted stock units) (paid annually)

Annual Equity Awards			Annual grant with a present value of $155,000 made on the date of the annual meeting of shareholders (vests one business day prior to subsequent annual meeting). The award is in restricted stock units, valued at the fair market value of the underlying stock on the date of grant. This award may be deferred by prior election. Taxable event occurs on vesting date, unless grant is deferred. The number of shares is rounded up to the nearest share.

New Directors			All annual compensation is pro-rated for new directors.

Compensation is paid on the date of the annual shareholder meeting (unless any equity retainer has been deferred by such non-employee director by prior election).

All other terms of ITT Inc.’s non-employee director compensation remain as disclosed in the ITT Inc. 2024 proxy statement.

Effective as of May 15, 2024

Confidential & Proprietary