Emmanuel Caprais
ITTAbout Emmanuel Caprais
Emmanuel Caprais, age 50, is Senior Vice President and Chief Financial Officer (CFO) of ITT. He joined ITT in 2012 as CFO of the Motion Technologies business and was appointed ITT CFO in 2020, where he oversees capital deployment, M&A, and enterprise financial management . Under his tenure, ITT delivered 2024 organic revenue growth of 7%, adjusted EPS growth of 12%, operating cash flow over $560 million, and 2024 total shareholder return (TSR) of ~21% with sector outperformance, supported by an ending backlog over $1.6 billion .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| ITT Motion Technologies | CFO | 2012–2020 | Supported business financial management and operational efficiency initiatives |
| ITT Inc. | SVP & CFO | 2020–Present | Led delivery of results exceeding targets, capital deployment/M&A, cost efficiencies, and ESG-linked initiatives |
External Roles
- Not disclosed in the proxy. Skip.
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $495,307 | $600,000 | $616,157 |
| Annual Base Salary (Committee-set) ($) | — | $600,000 | $620,000 |
| Base Salary Merit Increase (%) | — | — | 3.3% |
| Annual Incentive Plan (AIP) Target | 2022 | 2023 | 2024 |
|---|---|---|---|
| Target Bonus % of Base Salary | — | — | 75% |
| Target Bonus Amount ($) | — | — | $465,000 |
| Actual AIP Paid ($) | $436,500 | $729,000 | $646,350 |
| Actual Payout vs Target (%) | — | — | 139% |
Performance Compensation
AIP Design and 2024 Outcomes
| Metric | Weighting | Target vs Actual | Payout Impact | Vesting/Timing |
|---|---|---|---|---|
| Adjusted EPS | 20% | Company results exceeded target across all AIP metrics | Contributed to 139% payout of Caprais’ target | Paid in cash in March 2025 |
| Adjusted Operating Margin | 20% | Exceeded target | Included in AIP factor | Annual payout |
| Free Cash Flow | 25% | Exceeded target | Included in AIP factor | Annual payout |
| Adjusted Revenue | 20% | Exceeded target | Included in AIP factor | Annual payout |
| Individual & Team Goals | 15% | CFO achievements: exceeded targets, capital deployment, cost efficiencies, ESG actions | Incorporated in AIP factor | Annual payout |
Long-Term Incentives (LTI) Structure and 2024 Grants
- Mix: 60% PSUs (3-year performance), 40% RSUs (3-year vesting threshold at SVP+) .
- PSU Metrics: 50% relative TSR, 50% ROIC over a three-year period .
- 2022 PSU payout realized at 123.3% of target (three-year period ending 2024) .
| 2024 LTI Grants (3/4/2024) | PSU Target (#) | RSU (#) | Grant Date Fair Value ($) |
|---|---|---|---|
| Emmanuel Caprais | 7,735 | 5,000 | PSU $1,124,787; RSU $640,050 |
Multi-Year Compensation Summary (SCT)
| Component ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | 495,307 | 600,000 | 616,157 |
| Bonus | — | — | — |
| Stock Awards (RSUs/PSUs grant-date FV) | 1,516,165 | 1,719,861 | 1,764,837 |
| Non-Equity Incentive (AIP) | 436,500 | 729,000 | 646,350 |
| All Other Compensation | 73,657 | 78,787 | 92,416 |
| Total | 2,521,629 | 3,127,648 | 3,119,760 |
Equity Ownership & Alignment
Beneficial Ownership (as of Feb 1, 2025)
| Item | Shares | Notes |
|---|---|---|
| Total Shares Beneficially Owned | 38,030 | Less than 1% of class |
| Shares Owned Directly | 14,123 | Includes ITT Retirement Savings Plan units |
| Stock Units (settle ≤60 days) | 23,907 | RSUs/PSUs vesting/settling within 60 days |
| Options | 0 | ITT no longer grants options |
| Shares Pledged | None | Hedging/pledging prohibited |
Outstanding Equity Awards at 2024 Fiscal Year End
| Grant Date | RSUs Not Vested (#) | RSUs Market Value ($) | PSUs Unearned (#) | PSUs Market/Payout Value ($) |
|---|---|---|---|---|
| 3/4/2022 | 5,510 | 787,269 | 10,610 | 1,515,957 |
| 9/26/2022 | — | — | 7,673 | 1,069,279 |
| 3/3/2023 | 6,395 | 913,718 | 19,930 | 2,847,598 |
| 3/4/2024 | 5,000 | 714,400 | 15,470 | 2,210,354 |
Ownership Guidelines and Trading Policies
- Stock ownership guideline for Senior Vice Presidents: 3x annual base salary; all NEOs either met or are on track as of Dec 31, 2024 .
- Hedging and pledging of company securities are prohibited; Rule 10b5-1 trading plans permitted under strict conditions .
Deferred Compensation (2024)
| Item | Amount ($) |
|---|---|
| Registrant Contributions (Supplemental Retirement Savings Plan) | 70,011 |
| Aggregate Earnings (2024) | 7,441 |
| Aggregate Balance (12/31/2024) | 299,059 |
Perquisites and All Other Compensation (2024)
| Component | Amount ($) |
|---|---|
| Retirement Plan Contributions (Qualified + Supplemental) | 92,416 |
| Financial Counseling/Car/Tax Reimbursements | $0 (none reported for Caprais) |
Employment Terms
Severance and Change-of-Control
- Senior Executive Severance Pay Plan: 12 months of base salary for termination without cause (Caprais: 12 months); subsidized healthcare for six months; up to one year of outplacement services .
- Senior Executive Change in Control Severance Pay Plan: Double-trigger; lump sum equals 3x current annual base salary + 3x annual bonus; additional company contribution cash payment for the Supplemental Retirement Savings Plan; equity treatment per award agreements .
Potential Post-Employment Compensation (as of 12/31/2024, illustrative)
| Scenario (Caprais) | Cash Severance ($) | AIP ($) | Unvested Equity ($) | Supplemental Retirement ($) | Other Benefits ($) | Total ($) |
|---|---|---|---|---|---|---|
| Termination Not for Cause | 620,000 | — | 5,379,329 | — | 41,912 | 6,041,241 |
| Termination Not for Cause or With Good Reason After Change of Control | 1,860,000 | 1,395,000 | 8,162,086 | 130,200 | 41,912 | 11,589,198 |
Clawback
- SEC-compliant clawback policy for restatements and misconduct affecting financial results .
Performance & Track Record
| Company Outcome (2024) | Result |
|---|---|
| Organic Revenue Growth | 7% |
| Adjusted EPS Growth | 12% |
| Operating Cash Flow | >$560 million |
| Ending Backlog | >$1.6 billion |
| TSR | ~21%; outperformed S&P 400 Capital Goods by 560 bps |
| Shareholder Say-on-Pay | 97.9% approval at 2024 meeting |
Selected CFO achievements influencing incentive outcomes:
- Supported delivery of financial results exceeding targets; led capital deployment and M&A; drove operational/cost efficiencies; progressed ESG strategy with “green” product innovation and energy savings .
Board Governance (not a director)
- Emmanuel Caprais is an executive officer (CFO), not a director; committee memberships and director governance items are not applicable to him .
Compensation Structure Analysis
- Year-over-year changes: 2024 base salary increased 3.3% to $620,000 (committee-set), with total compensation broadly stable year-on-year ($3.12M vs $3.13M) .
- High variable pay mix: AIP at 75% of salary and LTI at 60% PSUs/40% RSUs underscores pay-for-performance alignment; 2024 AIP paid at 139% of target for Caprais as company exceeded all AIP metrics .
- Three-year performance horizon for PSUs (TSR/ROIC) and three-year vesting threshold for RSUs increase retention and long-term alignment; 2022 PSU payout at 123.3% demonstrates linkage to multi-year performance .
- Robust governance: Clawback policy and prohibition on hedging/pledging reduce misalignment and risk; strong shareholder support for pay program (97.9%) .
Investment Implications
- Alignment: AIP weighting across EPS, margin, FCF, and revenue with multi-year PSU metrics (TSR/ROIC) ties CFO compensation directly to drivers of shareholder value; 2024 over-target outcomes and 2022 PSU payout reinforce pay-for-performance .
- Retention/overhang: Material unvested RSUs/PSUs (across 2022–2024 grants) and ownership guidelines compliance/on-track status suggest retention incentives remain strong; hedging/pledging prohibitions further align interests .
- Change-of-control economics: Double-trigger 3x salary + 3x bonus plus equity treatment provide market-standard protection; investors should monitor equity award acceleration provisions and potential dilution under plan capacity (36.6M shares available for future issuance under plans) .
- Execution risk: Continued delivery on EPS, margin, FCF, and TSR will drive PSU outcomes; AIP results already demonstrate over-target performance, but future payouts depend on sustainment amidst M&A integration and macro conditions .