Kevin Berryman
ITTAbout Kevin Berryman
Kevin Berryman, age 66, has served as an independent director of ITT since October 2023 and is the Chair of the Audit Committee. He is a former CFO & President of Jacobs Solutions (2015–Aug 2023; interim CFO Apr–Jun 2024; Special Advisor Aug 2023–Dec 2024), previously EVP & CFO of International Flavors & Fragrances (2009–2014), and spent 23 years at Nestlé in multiple leadership roles, including CFO of the Purina PetCare acquisition. He currently serves on Sealed Air Corporation’s board (Audit; People & Compensation; Executive Committee). The Board has identified him as an Audit Committee financial expert and determined he is independent. In 2024 the Board held 11 meetings and committees held 25; all directors attended at least 75% of the aggregate meetings.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Jacobs Solutions (NYSE: J) | Chief Financial Officer and President; interim CFO; Special Advisor to CEO | CFO & President 2015–Aug 2023; interim CFO Apr–Jun 2024; Special Advisor Aug 2023–Dec 2024 | Brings deep financial, M&A and integration experience relevant to ITT’s portfolio and oversight needs. |
| International Flavors & Fragrances (NYSE: IFF) | EVP & Chief Financial Officer | 2009–2014 | Global finance leadership; public company reporting. |
| Nestlé S.A. | Multiple leadership positions; CFO of Purina PetCare acquisition | 23 years | Large-scale integration and finance leadership across global consumer businesses. |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Sealed Air Corporation (NYSE: SEE) | Director | Since 2021 | Audit Committee; People and Compensation Committee; Executive Committee. |
Board Governance
- Committee assignments: Audit Committee Chair; the Audit Committee met 9 times in 2024. The AC oversees financial reporting, internal controls, ESG-related financial controls and disclosures, internal audit, and risk assessment, and selects and oversees the independent auditor. The Board has identified Mr. Berryman as an Audit Committee financial expert.
- Independence and attendance: The Board determined all directors other than the CEO (Mr. Savi) are independent; all directors attended at least 75% of Board/committee meetings in 2024.
- Executive sessions: Regular executive sessions of independent directors are held, led by the independent Chair.
- Overboarding policy: ITT limits non‑employee directors to four public company boards (including ITT); Mr. Berryman’s current service (ITT + SEE) is within policy.
Fixed Compensation (Non‑Management Director – 2024)
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $100,000 | Standard for non‑management directors. Paid in a lump sum after the annual meeting. |
| Audit Committee Chair fee | $22,500 | Additional cash for AC Chair responsibilities. |
| Total cash paid (Berryman) | $122,500 | 2024 “Fees Earned or Paid in Cash.” |
Directors may no longer defer cash; since 2020, only equity retainer deferral is permitted.
Performance Compensation (Equity)
| Metric | 2024 Value/Detail | Vesting/Other Terms |
|---|---|---|
| Annual RSU grant value (Berryman) | $155,000 | Granted May 15, 2024; grant-date fair value based on ITT closing price $139.22. |
| RSUs outstanding at 12/31/2024 (Berryman) | 1,114 units | RSUs vest one business day prior to the next annual meeting; dividend equivalents accrue and are paid in cash upon vesting. |
Directors may elect to defer settlement of RSUs until a later date or upon Board departure.
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Notes |
|---|---|---|
| Sealed Air Corporation (NYSE: SEE) | Director; Audit; People & Compensation; Executive Committees | No ITT disclosure of compensation committee interlocks in 2024; ITT disclosed no CHC interlocks/insider participation. |
Expertise & Qualifications
- Financial leader with CFO tenures at Jacobs and IFF; strong M&A and integration background; identified as an Audit Committee financial expert at ITT.
- Industry and operational exposure across global industrials and consumer sectors; public company board experience (SEE).
Equity Ownership
| Item | Berryman | Notes |
|---|---|---|
| Beneficial ownership (as of Feb 1, 2025) | 974 shares; <1% of class | Direct ownership; no options; percent “*” less than 1%. |
| Unvested RSUs outstanding (12/31/2024) | 1,114 units | Director RSUs vest one business day before the next annual meeting. |
| Options | None | Company no longer grants options; no unvested options outstanding. |
| Pledged shares | None disclosed | ITT prohibits pledging; proxy states no directors or executive officers have pledged shares. |
| Ownership guidelines | 5x cash retainer within five years; hold vested shares until guideline met | Applies to all non‑management directors; all with ≥1 year of service own ITT stock. |
Governance Assessment
- Positives: Independent AC Chair and audit financial expert; robust AC remit (including ESG-related financial controls and cybersecurity oversight); strong independence posture and attendance; hedging/pledging prohibited; structured RPT policy with N&G oversight; director pay is balanced cash+time‑vested RSUs with transparent chair premiums.
- Watch items: Early ITT tenure (appointed Oct 2023) implies ongoing onboarding; ownership guidelines apply over five years and he has time to build holdings; outside board at SEE requires time management but is within ITT’s board‑limit policy.
- Conflicts/related parties: Board’s 2025 independence review found no material relationships; RPT policy centralized in N&G; no pledging; no options; no related‑party transactions involving Mr. Berryman are disclosed.