🧾 What This Document Is

This is ITT Inc.'s definitive proxy statement (DEF 14A) for its 2026 Annual Meeting. Think of it as a detailed information packet and voting guide for shareholders. It explains what will be voted on, provides company performance and governance details, and asks shareholders to appoint someone (a "proxy") to vote their shares at the meeting.

👉 Why it matters: It’s your annual report card on leadership and strategy. It tells you how the company performed, who is on the board, how executives are paid, and asks for your vote on key issues.

🏢 What The Company Does

ITT Inc. makes critical, high-tech components for the transportation, industrial, and energy industries. In simple terms, they create the essential parts that make planes, trains, cars, and industrial equipment work reliably.

• They operate in three main segments: Motion Technologies (brakes, friction materials), Industrial Process (pumps, valves), and Connect & Control Technologies (connectors, controls).
• A major recent move: they just completed the $4.775 billion acquisition of SPX FLOW, which makes pumps and process solutions for food, beverage, and energy. This creates a new "Flow Technologies" segment.

💰 Financial Highlights (2025)

ITT had a strong year, hitting key goals ahead of schedule.

• Growth: Revenue grew 8% total (5% organically). Orders were up 10%, leading to a backlog of $1.9 billion.
• Profitability: Adjusted operating income rose 11%, and Adjusted Earnings Per Share (EPS) jumped 14%.
• Cash Flow: Free cash flow was $555 million, hitting a 14% margin—a target they aimed for by 2030, achieved early!
• Shareholder Returns: They deployed over $750 million in capital, including $521 million in share buybacks and $111 million in dividends (a 10% increase).

👉 Why it matters: The company is growing sales and profits while generating strong cash. Returning cash to shareholders via buybacks and dividends shows financial discipline.

🚀 Key Moves & Strategy

The big story is a transformative acquisition and smart innovation.

• The SPX FLOW Acquisition: Closed in March 2026, this is ITT's largest deal ever. It massively expands their "flow" platform into attractive markets like food & beverage and enhances their aftermarket services.
• Innovation Payoff: They invested $110 million in R&D. A key launch is VIDAR, a compact, smart motor drive that cuts energy use for customers. They also started full production at a new high-performance brake pad factory in Italy, targeting 30% market share by 2030.
• Capital Deployment: Beyond the big acquisition, they bought back shares and raised the dividend for the fourth consecutive year.

👉 Why it matters: Management is using cash to strategically reshape the company for higher growth (via acquisitions) and differentiate its products (via innovation).

👥 Board & Governance Changes

Leadership is transitioning, and the board is getting fresh faces.

• Chair Transition: Timothy H. Powers is retiring as Board Chair after the 2026 meeting. Nazzic S. Keene, a director since 2023 and former CEO, will become the new Independent Chair.
• New Directors: Two new directors were added in 2025: Douglas G. DelGrosso (ex-CEO of Adient) and Mary Laschinger (ex-CEO of Veritiv), bringing operational expertise.
• You're Voting on the Board: Shareholders will vote to elect 10 director nominees, including the two new additions.

📊 Shareholder Engagement & Pay-for-Performance

ITT actively talks with its owners and ties pay to results.

• Listening Tour: In Fall 2025, they contacted shareholders representing 74% of outstanding stock and had detailed conversations with those holding 44%. Topics included strategy, pay, and governance.
• Executive Pay Alignment: For the CEO, 65% of target pay is "at-risk" (bonus and stock). In 2025, because financial goals were exceeded, the annual bonus paid out at 159% of target.
• Long-Term Incentives: A key three-year performance share plan (2023-2025) paid out at 169.4% of target due to strong returns on capital and stock performance vs. peers.

👉 Why it matters: This shows the board is listening to owners and that management's wallet is directly linked to the company's success, aligning their interests with yours.

⚖️ Big Picture: Strengths & Risks

👍 Strengths:

• Strong financial execution and cash flow generation.
• Disciplined strategy mixing organic innovation (VIDAR) with strategic M&A (SPX FLOW).
• Active, engaged board with a clear refreshment process.
• Robust shareholder engagement program.

⚠️ Risks & Challenges:

• Successfully integrating the large SPX FLOW acquisition to capture promised synergies.
• Navigating a complex global economic environment.
• Continuing to execute on innovation and market share goals in competitive industries.

🧠 The Analogy

Think of ITT as a professional relay team. The 2025 results show the team is running fast and hitting its marks (financial goals). Now, they're passing the baton (Board Chair role) from a steady leader (Powers) to a new one (Keene) mid-race. They've also just recruited a star athlete from another team (SPX FLOW) to make the whole squad stronger. Your job as a shareholder is to cheer them on and approve the handoff.

🧩 Final Takeaway

ITT delivered strong 2025 results and is making a major strategic bet by acquiring SPX FLOW. The board is undergoing a planned leadership transition, and shareholders are being asked to vote to elect the refreshed slate of directors who will oversee this next chapter of growth. Your vote on directors and executive compensation is your chance to endorse this strategy and leadership.