Lori Marino
ITTAbout Lori Marino
Lori B. Marino (age 50) is Senior Vice President, Chief Legal Officer, Chief Compliance Officer & Secretary of ITT. She rejoined ITT in January 2023 after previously serving as VP, Deputy General Counsel and Corporate Secretary from 2013–2019, and her remit spans legal, compliance, governance, M&A and ESG support . In 2024, ITT delivered 7% organic revenue growth, expanded adjusted operating margin by 80 bps, and grew adjusted EPS 12%; TSR was ~21% for 2024, outperforming the S&P 400 Capital Goods index by 560 bps, framing the performance context for incentive outcomes . Her 2024 AIP individual assessment cited “exceptional leadership and counsel” across legal, strategy, governance, M&A, and ESG, with “strong support of acquisitions and divestitures,” and team-strengthening initiatives .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| ITT Inc. | VP, Deputy General Counsel & Corporate Secretary | 2013–2019 | Corporate governance and legal leadership (as disclosed) |
External Roles
No external directorships or outside roles were disclosed for Ms. Marino in the latest proxy.
Fixed Compensation
| Component | 2023 | 2024 | Notes |
|---|---|---|---|
| Annual Base Salary (target) | $480,000 | $520,000 (+8.3%) | Merit increase effective March 2024 |
| Salary Paid (SCT) | $480,000 | $512,314 | Actual paid per Summary Compensation Table |
| Target AIP (% of base) | 75% | 75% | Unchanged |
| AIP Award (Paid next year) | $655,200 | $561,600 (144% of target) | 2024 AIP paid in March 2025 |
| LTI Grants (Grant-date FV, total) | $1,046,185 | $882,782 (PSU $562,757; RSU $320,025) | Mix: 60% PSUs, 40% RSUs |
| All Other Comp (incl. retirement contribs, perqs) | $32,573 | $93,464 (incl. $78,464 retirement contribs; $15,000 financial counseling) | See footnote detail |
Performance Compensation
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2024 AIP design and weightings (company-wide): Adjusted EPS (20%), Adjusted Operating Margin (20%), Free Cash Flow (25%), Adjusted Revenue (20%), Individual/Team Goals (15%); weighting was shifted to increase FCF to 25% and reduce Individual to 15% in 2024 . Results exceeded target on all four financial metrics; average NEO payout was 149% of target; Ms. Marino’s payout was 144% of target ($561,600) .
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PSU design: Three-year performance units, 60% of LTI value, equally weighted on Relative TSR and ROIC; payout 0–200% of target; three-year cliff vesting; no dividends on unvested PSUs .
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2024–2026 PSU ROIC targets: | PSU Cycle | Threshold (50% payout) | Target (100%) | Max (200%) | |---|---:|---:|---:| | 2024–2026 | 12.7% | 14.1% | 15.5% |
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PSU outcome (2012–2024 cycle granted in 2022, paid in 2025): Payout 123.3% of target (ROIC 96.6% of target after M&A adjustments; Relative TSR at 65th percentile → 150% TSR component) .
AIP payout summary (2024):
| Executive | Target AIP % | AIP Target ($) | AIP Paid ($) | % of Target |
|---|---|---|---|---|
| Lori B. Marino | 75% | $390,000 | $561,600 | 144% |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 90 shares beneficially owned as of Feb 1, 2025; less than 1% of outstanding |
| Options | Company no longer grants options; none outstanding for executives |
| Pledging/Hedging | Prohibited; no directors/executive officers have pledged any shares |
| Ownership Guidelines | Senior Vice Presidents: 3× base salary; unvested RSUs count, PSUs do not; as of 12/31/24 all NEOs either met or are on track to meet guidelines |
Outstanding equity (12/31/2024) – Lori B. Marino:
| Grant Date | Instrument | Unvested Units (#) | Market Value at $142.88 ($) |
|---|---|---|---|
| 1/3/2023 | RSU | 3,665 | $523,655 |
| 3/3/2023 | RSU | 2,775 | $396,492 |
| 3/3/2023 | PSU (2023–2025) | 8,640 (unearned) | $1,234,483 |
| 3/4/2024 | RSU | 2,500 | $357,200 |
| 3/4/2024 | PSU (2024–2026) | 7,740 (unearned) | $1,105,891 |
Vesting cadence and potential selling pressure:
- RSUs generally vest after three years; PSUs settle based on 3-year performance; no vesting recorded for Ms. Marino during 2024 . Based on grant dates, RSU settlements may cluster in 2026–2027 (2023 and 2024 grants), creating mechanical selling pressure for tax withholding but broader insider pledging/hedging is prohibited .
Employment Terms
Severance architecture:
- Covered by ITT Senior Executive Severance Pay Plan (U.S. senior execs) and ITT Senior Executive Change in Control Severance Pay Plan (double-trigger after qualifying CIC) .
Potential post-employment compensation for Lori B. Marino (assumes event on 12/31/2024):
| Scenario | Cash Severance | AIP | Unvested Equity | Supplemental Retirement Savings Plan | Other Benefits | Total |
|---|---|---|---|---|---|---|
| Termination for Cause | $0 | $0 | $0 | $0 | $0 | $0 |
| Resignation/Early Retirement | $0 | $0 | $0 | $0 | $0 | $0 |
| Death or Disability | $0 | $0 | $2,447,534 | $0 | $0 | $2,447,534 |
| Termination Not for Cause | $520,000 | $0 | $1,250,954 | $0 | $37,551 | $1,808,505 |
| Termination Not for Cause or With Good Reason After CIC | $1,560,000 | $1,170,000 | $2,720,188 | $109,200 | $37,551 | $5,596,939 |
Other policy protections:
- Clawback: SEC-compliant “no-fault” recoupment upon restatement; also recoupment for fraud/willful misconduct tied to restatement .
- No tax gross-ups in severance plans or other benefits; 280G cutback applies if needed .
Deferred compensation:
- Company contributions to nonqualified Supplemental Retirement Savings Plan (2024): $57,576; aggregate year-end balance $68,726 . Qualified and nonqualified retirement contributions totaled $78,464 in 2024 under “All Other Compensation” .
Perquisites (2024):
- Financial/estate planning $15,000; no company car or tax reimbursements reported for Ms. Marino .
Investment Implications
- Pay-for-performance alignment: AIP puts 85% weight on core financials with a 2024 shift to emphasize Free Cash Flow (25% weighting), supporting cash discipline amid M&A; Ms. Marino’s AIP payout (144% of target) is consistent with company overachievement and her M&A/ESG governance contributions .
- Retention vs. selling pressure: Ms. Marino’s equity is largely unvested RSUs/PSUs with three-year schedules; expected RSU vesting windows in 2026–2027 could create limited, programmatic sell-to-cover, but broader hedging/pledging is prohibited—reducing adverse alignment risks .
- Ownership alignment: Direct ownership is modest at 90 shares, but ITT’s guideline of 3× base salary for SVPs and inclusion of unvested RSUs in guideline math, along with the clawback and no-gross-up posture, reflect governance rigor; company states all NEOs are meeting or on track with guidelines .
- Change-in-control economics: Double-trigger protection with CIC severance of $5.6M total value provides retention assurance without single-trigger acceleration; no tax gross-ups reduces shareholder risk .
- Execution context: Strong 2024 results (organic revenue +7%, adj. EPS +12%, backlog >$1.6B) and TSR outperformance (+560 bps vs Capital Goods) underpin incentive outcomes; continued legal/M&A excellence remains a lever for value creation and risk control under her remit .