Donald DeFosset Jr.
ITTAbout Donald DeFosset, Jr.
Donald DeFosset, Jr. is 76 and has served as an independent director of ITT since October 2011. He retired in 2005 as Chairman, President & CEO of Walter Industries and previously held senior leadership roles at Dura Automotive Systems, Navistar International, and AlliedSignal. He currently serves on the board of Terex Corporation, chairing its Compensation and Human Capital Committee and serving on its Governance, Nominating and Corporate Responsibility Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Walter Industries, Inc. | Chairman, President & CEO | President & CEO since Nov 2000; Chairman since Mar 2002; retired 2005 | Led diversified industrial operations |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Terex Corporation (NYSE:TEX) | Director | Since 1999 | Chair, Compensation & Human Capital; Member, Governance, Nominating & Corporate Responsibility |
| National Retail Properties (NYSE:NNN) | Director (former) | 2008–2022 | — |
| Regions Financial (NYSE:RF) | Director (former) | 2005–2022 | — |
Board Governance
- Committee assignments: Chair, Nominating & Governance Committee; Member, Compensation & Human Capital Committee .
- 2024 meeting cadence: Board met 11 times; committees held 25 meetings; CHC held 10; N&G held 6. All directors attended at least 75% of the aggregate of Board and committee meetings and all directors on the Board attended the 2024 annual meeting .
- Independence: Board determined all directors other than the CEO are independent; CHC and N&G members are independent under SEC/NYSE standards and company Principles .
- Governance processes: Regular executive sessions led by independent Chair; N&G oversees board composition, independence, conflicts, ERM, related party reviews, and non-management director compensation (with Pay Governance as independent consultant; committee not aware of conflicts) .
- Retirement-age policy: ITT policy states directors may not stand for reelection after the year they turn 75 without Board waiver; Mr. DeFosset is 76, so continued service would require a waiver under this policy .
Fixed Compensation
| Component (2024) | Amount (USD) |
|---|---|
| Annual cash retainer | $100,000 |
| Chair fee – Nominating & Governance Committee | $17,500 |
| Total cash fees earned | $117,500 |
| Annual RSU grant (grant-date fair value) | $155,000 |
| Total director compensation | $272,500 |
| RSU grant date and pricing reference | May 15, 2024; closing price $139.22 |
| RSU vesting schedule | RSUs vest one business day prior to the next annual meeting; dividend equivalents accrue and are paid in cash at vest |
| Deferral | Directors may elect to defer receipt of RSUs until a later date |
| Options | Company no longer grants options; no unvested options outstanding |
- Mix: Cash 43.1%, Equity 56.9% (derived from disclosed amounts above).
Performance Compensation
- Non-management director pay is not performance-based; stock awards are time-based RSUs (no PSUs/options or performance metrics tied to director pay) .
- For context on Mr. DeFosset’s CHC oversight, ITT’s executive (NEO) performance metrics used for pay include:
| Executive Pay Metric | Application |
|---|---|
| Adjusted EPS | Factor in AIP payout; driver of stock price |
| Relative TSR | Weighted equally with ROIC; determines PSU payouts (60% of NEO LTI value) |
| ROIC | Weighted equally with Relative TSR; determines PSU payouts (60% of NEO LTI value) |
Other Directorships & Interlocks
| Company | Potential Interlock | Notes |
|---|---|---|
| Terex Corporation | Industrial end-markets overlap with ITT’s industrial exposure | N&G committee oversees conflicts and related party transactions; no director-related party transactions disclosed for Mr. DeFosset in the proxy |
- Related-party oversight: ITT’s Related Party Transaction Policy requires N&G review/approval; policy prohibits hedging and pledging; Board periodically reevaluates policy .
Expertise & Qualifications
- Executive leadership in diversified industrials; public company board experience; international market exposure; operations and industrial experience .
Equity Ownership
| Beneficial Ownership (as of Feb 1, 2025) | Shares | Percent of Class |
|---|---|---|
| Total shares beneficially owned | 20,694 | <1% |
| Shares owned directly | 20,694 | — |
| Options exercisable within 60 days | — | — |
| Stock units (RSUs/PSUs vesting within 60 days) | — | — |
| Outstanding Stock Awards (Dec 31, 2024) | Units |
|---|---|
| RSUs and deferred stock awards outstanding | 11,654 |
- Ownership guidelines: Non-management directors must reach stock ownership equal to 5x annual base cash retainer within five years and must hold shares until guidelines are met; compliance is monitored .
- Hedging/pledging: Prohibited for directors; proxy notes no directors or executive officers have pledged any shares .
Governance Assessment
- Strengths: Long-tenured independent director with significant industrial CEO experience; chairs N&G and serves on CHC; robust attendance expectations met across Board; strong governance architecture (majority voting, executive sessions, RPT Policy, independent compensation consultant); meaningful director ownership guidelines; prohibition on hedging/pledging supports alignment .
- Monitoring items: Retirement-age policy requires Board waiver for directors over 75; given age 76, continued nomination implies reliance on waiver under policy. Tenure since 2011 suggests ongoing refreshment considerations, counterbalanced by recent Board refresh actions in 2024–2025 .