Bartek Makowiecki
ITTAbout Bartek Makowiecki
Bartek Makowiecki, 46, is Senior Vice President, Chief Strategy Officer and President of Industrial Process at ITT, appointed September 3, 2024 after joining ITT in 2021 to lead Strategy and Business Development . Prior roles include Ingredion’s Global Head of Strategy, M&A and Venturing (2017–2021), Owens Corning’s Director of Corporate Strategy & Head of M&A (2015–2017), and Parker-Hannifin strategy/M&A roles (2003–2015) . Company performance during 2024 featured 7% organic revenue growth, 80 bps adjusted operating margin expansion, 12% adjusted EPS growth, and ~21% TSR, underpinning above-target incentive payouts; cash from operations exceeded $560 million and capital deployment totaled ~$1.2 billion .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ingredion Incorporated | Global Head of Strategy, M&A and Venturing | Oct 2017 – Sep 2021 | Led corporate strategy, M&A and venturing initiatives |
| Owens Corning | Director, Corporate Strategy & Head of M&A | Nov 2015 – Oct 2017 | Directed corporate strategy and acquisition execution |
| Parker-Hannifin Corporation | Strategy & M&A roles (progressive responsibility) | Aug 2003 – Oct 2015 | Executed global strategy and M&A across business units |
External Roles
No external public company directorships or roles are disclosed for Makowiecki in ITT’s September 2024 8‑K or the 2025 Proxy Statement .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 420,000 | 436,157 | 498,663 |
| Base salary rate (as of promotion) ($) | — | — | 600,000 (eff. Sep 2024) |
| Target Bonus (%) | — | — | 75% |
| Actual AIP (paid Mar 2025) ($) | — | — | 670,500; 149% of target |
Notes:
- 2024 salary reflects amounts earned; base rate was increased to $600,000 concurrent with promotion .
- AIP payout timing was March 2025 .
Performance Compensation
Annual Incentive Plan (AIP) Design and Results (Corporate-level; applicable to Makowiecki for 2024)
| Metric | Weighting | Threshold | Target | Maximum | 2024 Actual | 2024 Payout |
|---|---|---|---|---|---|---|
| Adjusted EPS | 20% | $5.11 | $5.68 | $6.24 | $5.93 | 144.5% |
| Free Cash Flow | 25% | $387 | $455 | $523 | $472 | 125.5% |
| Adjusted Operating Margin | 20% | 16.4% | 17.2% | 18.1% | 17.9% | 172.7% |
| Organic Revenue | 20% | $3,264 | $3,626 | $3,989 | $3,694 | 118.8% |
| Individual Goals | 15% | — | — | — | See achievements | Included in payout |
Individual achievements cited for Makowiecki: drove immediate changes in IP (organization/talent/operations), executed enterprise strategy and capital deployment (M&A/divestitures), advanced ventures and EMD investment portfolio .
2024 AIP Payouts (Paid March 2025):
| Item | Value |
|---|---|
| Target AIP amount ($) | 450,000 |
| Actual AIP award ($) | 670,500 |
| Payout as % of Target | 149% |
Notes: For 2025, Makowiecki’s AIP will be split 50% ITT Inc. targets and 50% IP segment targets .
Long-Term Incentive (LTI) Structure and Grants
- Mix: 60% PSUs (3-year performance), 40% RSUs (3-year service vesting) .
- PSU Metrics: Relative TSR (50%) and ROIC (50%), 0–200% payout range .
- RSU Vesting: Generally 100% on the third anniversary of grant; dividend equivalents accrued and paid after vesting .
2024 LTI Target Values for Makowiecki (Approved Feb 2024):
| Instrument | Target Value ($) |
|---|---|
| PSUs | 810,000 |
| RSUs | 540,000 |
| Total | 1,350,000 |
Special Retention Grant (upon promotion):
- One-time RSU: $500,000 fair value, granted Sep 3, 2024; vests 40% at 1-year anniversary and 60% at 2-year anniversary .
PSU Payout History:
- 2022–2024 PSU payout at 123.3% of target (ROIC 96.6%; TSR ~65th percentile) .
Outstanding Equity Awards (FY-end 2024)
| Grant Date | Type | Unvested/Unearned Units (#) | Market/Payout Value ($) |
|---|---|---|---|
| 3/4/2022 | RSUs | 3,380 | 482,934 |
| 3/4/2022 | PSUs | 6,570 (at 123.3%) | 930,149 |
| 3/3/2023 | RSUs | 3,200 | 457,216 |
| 3/3/2023 | PSUs | 9,970 | 1,424,514 |
| 3/4/2024 | RSUs | 2,660 | 380,061 |
| 3/4/2024 | PSUs | 8,220 | 1,174,474 |
| 9/3/2024 | RSUs (special) | 3,770 | 538,658 |
Valuation based on $142.88 closing price (Dec 31, 2024) .
Equity Ownership & Alignment
| Ownership Category (Feb 1, 2025) | Shares/Units |
|---|---|
| Total beneficially owned | 12,929 |
| Directly owned | 3,039 |
| Options | 0 (none granted/outstanding) |
| Stock units vesting/settling ≤60 days | 9,890 (RSUs/PSUs) |
| Percent of class | <1% |
| Shares pledged as collateral | None; policy prohibits pledging |
Policies: Hedging and pledging of Company securities are prohibited; insider trading policy restricts derivative transactions and short sales .
Vesting cadence and potential share delivery/withholding:
- RSUs typically cliff-vest at 3 years: grants from 3/4/2022, 3/3/2023, 3/4/2024 imply vesting on the third anniversary dates; PSUs settle after certification post 3-year period end (e.g., 2022 PSUs settled March 2025 per stock unit settlement notes) .
- Past tax withholding events: on Oct 8, 2024, Makowiecki filed Form 4 reporting 346 shares withheld for taxes upon RSU vesting (Sep 14, 2024) .
Employment Terms
Severance and Change-of-Control Economics:
| Scenario (as of Dec 31, 2024) | Cash Severance ($) | AIP ($) | Unvested Equity ($) | Notes |
|---|---|---|---|---|
| Termination not for cause | 600,000 | — | 3,617,220 | 52 weeks of base salary under Senior Executive Severance Pay Plan; 6 months healthcare; 1 year outplacement |
| Change of control + qualifying termination (“double trigger”) | 1,800,000 | 1,350,000 | 4,391,328 | Plan provides three times current annual base salary and annual bonus; 6 months healthcare; retirement plan contribution multiple; 1 year outplacement |
Key provisions:
- Double-trigger vesting for LTI awards; single-trigger acceleration applies to certain cash/plan benefits on change in control .
- Severance ceases upon Code of Conduct or non-compete violations; no tax gross-ups on severance benefits; “best net” cutback applies to avoid excise tax .
Performance Compensation
| Component | Metric(s) | Weighting | Target/Payout | Vesting |
|---|---|---|---|---|
| AIP (2024) | Adjusted EPS; Free Cash Flow; Adjusted Operating Margin; Organic Revenue; Individual goals | 20%; 25%; 20%; 20%; 15% | Corporate metrics all above target; Makowiecki payout 149% | Cash paid Mar 2025 |
| LTI PSUs (2024) | Relative TSR; ROIC | 50%; 50% | Target grant $810,000 | 3-year performance period; settle after certification |
| LTI RSUs (2024) | Service | — | Target grant $540,000 | Cliff vest at 3 years; dividend equivalents accrued and paid at vest |
| Special RSU (9/3/2024) | Service | — | $500,000 | 40% at 1-year; 60% at 2-year |
Compensation Structure Analysis
- Increased free cash flow weighting in AIP (25% in 2024 from 20%) and reduced discretionary component (to 15%), tightening pay-for-performance alignment with cash generation .
- Above-target corporate results in 2024 drove a 149% AIP payout for Makowiecki; 2022 PSU cycle paid at 123.3%, reflecting strong TSR and near-target ROIC over the period .
- Equity-heavy mix (PSUs/RSUs) coupled with double-trigger protections supports retention while linking payouts to multi-year TSR/ROIC and stock performance .
Risk Indicators & Red Flags
- Hedging/pledging prohibited; no pledges reported for insiders, mitigating alignment risk .
- No severance tax gross-ups; “best net” excise cutback clause reduces shareholder-unfriendly outcomes .
- Administrative delay: one late Form 4 due to inadvertent error related to RSU tax withholding (346 shares), indicating procedural rather than trading risk .
- Company ceased option grants; no repricing risk; no unvested options outstanding .
Equity Ownership & Alignment
- Beneficial ownership of 12,929 shares/units (<1%) with 3,039 directly owned and 9,890 settling within 60 days as of Feb 1, 2025; no options; supports alignment via ongoing equity exposure .
- Meaningful stock ownership guidelines exist for executive officers, though specific multiples not disclosed; policy framework reinforces alignment .
Employment Terms
- Severance plan provides 52 weeks base pay for Makowiecki on termination without cause, plus healthcare and outplacement; non-compete and Code of Conduct compliance conditions apply .
- Change-in-control plan at highest level provides 3× salary+bonus, retirement plan contribution multiple, healthcare and outplacement, with double-trigger vesting for equity to balance retention and governance norms .
Investment Implications
- Alignment and retention: AIP and PSU structures tied to Adjusted EPS, FCF, margin, organic growth, TSR and ROIC, with 2024 overachievement and 123.3% PSU payout reinforcing execution credibility; double-trigger CIC and special RSU vesting through 2026 reduce near-term retention risk .
- Trading signals: Upcoming vesting events (e.g., special RSU tranches in Sep 2025/2026 and standard RSU/PSU three-year cliffs) may prompt stock delivery and tax withholding, similar to Oct 2024 withholding; monitor windows around anniversaries of 3/4/2022, 3/3/2023, 3/4/2024, and 9/3/2024 grants for potential marginal flow impact .
- Pay discipline: No options/repricing and severance cutback mechanics lower governance red flags; hedging/pledging bans and absence of pledges further support investor alignment .