Christopher O'Shea
ITTAbout Christopher O’Shea
Christopher O’Shea, 51, is an independent director of ITT, elected in May 2024. He is CEO of Centrica plc (since 2020) and previously served as Centrica’s CFO (2018–2020), bringing deep capital markets and operational transformation experience; he is designated by ITT’s Board as an Audit Committee financial expert and serves on the Audit and Nominating & Governance Committees . The Board has affirmatively determined he is independent under NYSE rules, and all directors other than ITT’s CEO are independent .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Centrica plc | CEO | 2020–present | CEO and director; led cultural change and operational simplification |
| Centrica plc | CFO | 2018–2020 | Raised capital and structured financing arrangements |
| Smiths Group plc | CFO | 2015–2017 | CFO of diversified industrial/security/medical technology company |
| Vesuvius plc | CFO | 2012–2015 | CFO of global metal flow engineering leader |
| BG Group plc; Shell plc; Ernst & Young | Various leadership roles | 1998–2012 | Finance and leadership roles in energy and professional services |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| Centrica plc (LSE: CAN) | CEO and Director | 2020 (CEO) | Public company board service count is 1 (Centrica) |
Board Governance
- Committee assignments: Audit Committee member; Nominating & Governance Committee member; identified as an Audit Committee financial expert by the Board .
- Independence: Board determined all directors other than ITT’s CEO are independent under NYSE standards; O’Shea is independent .
- Attendance and engagement: In 2024, the Board held 11 meetings and committees held 25; all directors attended at least 75% of the aggregate Board/committee meetings on which they served . New directors complete structured orientation, are paired with a mentor, and received one-on-one Chairman feedback sessions; the Chairman held individual discussions with O’Shea after his first Board meetings to ensure integration .
- Board limits on outside directorships: Non-employee directors are limited to four public company boards including ITT; active public-company CEOs are limited to two public-company boards (including ITT) in addition to their own board—O’Shea’s current service (ITT + Centrica) is within policy .
Fixed Compensation
| Component | 2024 Amount (USD) | Notes |
|---|---|---|
| Annual cash retainer | $100,000 | Standard non-management director cash retainer |
| Committee chair fees | N/A for O’Shea | Chair fees apply only to designated chairs; O’Shea was not a chair |
| Independent Chair premium (cash) | N/A for O’Shea | Applies only to independent Chair (Mr. Powers) |
| Total cash fees | $100,000 | Paid in lump sum after election/pro-rated as applicable |
Performance Compensation
| Award Type | Grant Date | Shares | Grant Date Fair Value (USD) | Vesting |
|---|---|---|---|---|
| RSUs (annual) | May 15, 2024 | 1,114 | $155,000 | RSUs vest one business day prior to the next annual meeting; grant valued using $139.22 closing price on grant date |
| Total equity (2024) | May 15, 2024 | 1,114 | $155,000 | Directors may elect to defer receipt; dividend equivalents accrue and are paid in cash at vest |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Potential Interlocks/Notes |
|---|---|---|---|
| Centrica plc | CEO and Director | Not disclosed | No Compensation Committee interlocks at ITT; Board reviews independence and related transactions annually |
Expertise & Qualifications
- CEO/CFO credentials across large public companies in energy and diversified industrials; capital markets and financing expertise .
- Audit Committee financial expert designation and service on Audit and Nominating & Governance Committees strengthen oversight of financial reporting, risk, and board composition .
- Global operations exposure and transformation experience applicable to ITT’s industrial portfolio .
Equity Ownership
| Metric | As of/Period | Amount | Notes |
|---|---|---|---|
| Beneficial ownership (common shares) | Feb 1, 2025 | — | Less than 1% of class; table shows no reported beneficially owned shares for O’Shea |
| Outstanding stock awards (RSUs/Deferred units) | Dec 31, 2024 | 1,114 | Unvested RSUs; directors may defer settlement; RSUs vest one business day before annual meeting |
| Shares pledged as collateral | Policy/2022–2024 | None | Company prohibits pledging; no directors/executives have pledged shares |
| Hedging/derivative transactions | Policy | Prohibited | Hedging and speculative trading prohibited for directors/executives |
| Director stock ownership guideline | Policy | 5× annual cash retainer within 5 years | Directors must hold until guidelines met; all non-management directors with ≥1 year of service own stock |
Governance Assessment
- Strengths: Independent status, Audit Committee financial expert designation, and dual committee service enhance oversight of financial reporting, risk, and board governance; formal orientation and direct Chairman engagement indicate strong integration and engagement .
- Alignment: Equity-heavy director pay mix (RSUs $155k vs cash $100k) with required holding until ownership guidelines are met supports alignment; hedging/pledging prohibited .
- Attendance: Board-wide standard met (≥75% across Board/committee meetings), with robust executive sessions and site visits encouraging independent oversight .
- Potential conflicts: O’Shea is an active public-company CEO (Centrica); ITT’s policy limits outside boards for active CEOs, and the Board conducts annual independence and related-party reviews—O’Shea remains independent under NYSE/ITT standards .
- Watch items: Beneficial ownership reported as “—” as of Feb 1, 2025, though 1,114 RSUs were outstanding and vest near the 2025 annual meeting; monitor guideline compliance over the 5-year window to ensure skin-in-the-game alignment .
RED FLAGS: None disclosed—no pledging, hedging prohibited, and the Board affirmed independence after related-party review; compensation structure is standard for non-management directors with equity retainer and no discretionary bonuses .