Douglas DelGrosso
ITTAbout Douglas G. DelGrosso
Douglas G. DelGrosso (age 63) is ITT’s new director nominee for election at the May 21, 2025 Annual Meeting. He is the former President & CEO of Adient plc (2018–Dec 2023), and currently serves on the board of Cabot Corporation, where he sits on the Compensation Committee; if elected at ITT, the Board expects to appoint him to the Nominating & Governance Committee, and has identified him as an Audit Committee financial expert. He is designated as an independent nominee in ITT’s proxy statement .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Adient plc (NYSE: ADNT) | President & Chief Executive Officer | Oct 2018 – Dec 2023 | Led global automotive seating manufacturer |
| Chassix Inc. | President & Chief Operating Officer | 2016 – 2018 | Privately held automotive parts supplier |
| Henniges Automotive | President & Chief Executive Officer | 2012 – 2015 | Automotive sealing and anti‑vibration systems |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Cabot Corporation (NYSE: CBT) | Director | Current | Compensation Committee |
| Various private companies and non‑profit organizations | Director | Current | Not specified |
Board Governance
- Committee assignments: If elected, expected appointment to the Nominating & Governance Committee; identified by the Board as an Audit Committee financial expert candidate .
- Independence: ITT’s proxy designates DelGrosso as an independent nominee; the Board has determined all directors other than the CEO are independent under NYSE and ITT principles (DelGrosso would join this group upon election) .
- Board attendance: In 2024 ITT’s Board held 11 meetings and committees held 25; all sitting directors met at least the 75% attendance threshold. As a 2025 nominee, DelGrosso has no 2024 attendance record at ITT .
- Board leadership: Independent Chairman structure; regular executive sessions; limits on outside directorships (non‑employee directors limited to four, including ITT) and age cap (no reelection after year turning 75 without waiver) .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (non‑management directors) | $100,000 | Lump sum following annual meeting |
| Annual RSU grant (non‑management directors) | $155,000 | RSUs; grant-date fair value; deferral election available |
| Chair fees – Audit | $22,500 | Additional cash to Audit Chair |
| Chair fees – Compensation & Human Capital (CHC) | $17,500 | Additional cash to CHC Chair |
| Chair fees – Nominating & Governance (N&G) | $17,500 | Additional cash to N&G Chair |
| Independent Chairman premium | $62,500 cash; $62,500 RSUs | Additional retainer and RSUs |
Notes:
- N&G Committee oversees director compensation and consults independent advisor Pay Governance; no conflicts identified .
- Directors may elect to defer receipt of RSUs (post‑2020 plan change) .
Performance Compensation
Non‑management director pay at ITT does not include performance‑based metrics; directors receive fixed cash retainers and time‑based RSUs (no AIP/PSUs or TSR/ROIC metrics for directors) .
Other Directorships & Interlocks
- Current public company board: Cabot Corporation; Compensation Committee .
- Interlocks: No related‑party transactions disclosed; N&G oversees related‑party policy and reviews such transactions; ITT prohibits hedging and pledging by directors .
Expertise & Qualifications
- Global operations and industrial/automotive leadership; executive CEO/COO experience; strategic planning; manufacturing; M&A; international business .
- Board has identified DelGrosso as an Audit Committee financial expert candidate .
Equity Ownership
- As a 2025 nominee, no ITT beneficial ownership is disclosed for DelGrosso in the 2025 proxy sections provided. Directors receive RSUs annually and may defer equity; hedging and pledging of ITT securities are prohibited .
- ITT maintains meaningful stock ownership guidelines for directors (policy acknowledged in governance highlights; specific director multiples not detailed in the proxy text excerpt) .
Governance Assessment
- Independence and committee fit: His background aligns with governance and risk oversight; expected N&G appointment and Audit financial expertise enhance Board effectiveness .
- Conflicts and related‑party risk: No related‑party transactions disclosed; robust RPT policy with N&G oversight reduces conflict risk .
- Alignment and accountability: Director pay mix (cash + RSUs), ownership guidelines, and prohibitions on hedging/pledging support investor alignment; say‑on‑pay support of 97.9% in 2024 indicates strong shareholder confidence in ITT’s compensation governance framework .
- Board refreshment and engagement: Addition of new industrial leaders in 2024 and nomination of DelGrosso in 2025 reflect active refreshment and alignment to strategy; strong shareholder outreach (contacted ~70% and engaged ~53% of shares) strengthens governance credibility .
RED FLAGS: None disclosed specific to DelGrosso. ITT policies prohibit hedging/pledging; N&G reviews related‑party transactions; limits on outside boards in place .