Nazzic Keene
ITTAbout Nazzic S. Keene
Nazzic S. Keene, age 64, is an independent director of ITT, serving since October 2023. She is a former CEO of Science Applications International Corporation (SAIC) and sits on ITT’s Audit Committee and Nominating & Governance Committee, bringing deep IT, operations, and M&A integration experience to the board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| SAIC (NYSE: SAIC) | Chief Executive Officer and Director | 2019–2023 | Led large-scale IT modernization and integration; value-enhancing change |
| SAIC | Chief Operating Officer | 2017–2019 | Enterprise operations leadership |
| SAIC | President, Global Markets & Missions | 2013–2017 | Oversaw global markets and missions portfolio |
External Roles
| Company | Role | Committees | Since/Status |
|---|---|---|---|
| Automatic Data Processing (Nasdaq: ADP) | Director | Chair, Nominating/Corporate Governance; Audit Committee | Since 2020 |
| Caterpillar (NYSE: CAT) | Director | Nominating & Governance; Compensation & Human Resources | Since 2024 |
Board Governance
- Independence: The Board determined all directors (other than CEO Luca Savi) are independent; Audit and Compensation Committee members meet NYSE and SEC independence requirements .
- Committee assignments: Keene serves on Audit and Nominating & Governance; Audit members are financially literate .
- Attendance and engagement: In 2024 the Board met 11 times; committees met 9 (Audit), 10 (Compensation & Human Capital), 6 (Nominating & Governance). All directors attended at least 75% of the aggregate of Board and committee meetings and the annual shareholder meeting .
- Governance practices: Limits on outside directorships (≤4 boards for non‑employee directors), regular executive sessions, majority voting in uncontested elections, stock ownership guidelines, and prohibition on hedging/pledging Company securities .
| Item | Detail |
|---|---|
| ITT Board Committees (Keene) | Audit; Nominating & Governance |
| Audit Committee financial literacy | All members financially literate |
| 2024 Meeting Counts | Board: 11; Audit: 9; Compensation & Human Capital: 10; Nominating & Governance: 6 |
| Independence Status | Independent director |
Fixed Compensation
| Component (2024) | Amount (USD) |
|---|---|
| Annual cash retainer | $100,000 |
| Annual RSU grant (fair value) | $155,000 |
| Total | $255,000 |
- Director RSUs vest one business day prior to the next annual meeting; directors may elect to defer receipt of RSUs .
- Chair/committee fees: None for Keene (Audit Chair is Berryman; other chair fees apply to others) .
Performance Compensation
- Non-management directors do not receive performance-conditioned pay; equity is time-based RSUs (no PSU metrics) .
| Performance-Linked Elements | Status |
|---|---|
| AIP/PSU metrics for directors | None; RSUs time-based |
Other Directorships & Interlocks
| Company | Overlap/Notes |
|---|---|
| ADP | Active director; governance and audit roles |
| Caterpillar | Active director; governance and compensation roles |
- Independence review: The Board reviewed transactions since 2022 with director-affiliated entities and determined no material relationships that would impair independence; no disqualifying contributions to organizations where non-management directors are executive officers (thresholds not exceeded) .
- Outside board limit: Within ITT’s guideline (≤4 boards for non‑employee directors) .
Expertise & Qualifications
- Executive leadership and IT/operations expertise from leading a multi‑billion‑dollar global organization; experienced public company director; deep background in information technology, mergers, acquisitions, and integration .
- Financial oversight: Audit Committee member; Board determined Audit members financially literate .
Equity Ownership
| Metric | Value |
|---|---|
| Shares beneficially owned (2/1/2025) | 952 (direct) |
| Outstanding director stock awards (12/31/2024) | 1,114 RSUs |
| Ownership as % of shares outstanding | <1% |
| Hedging/Pledging | Prohibited for directors |
| Director ownership guideline | 5x annual cash retainer; compliance expected within five years |
Governance Assessment
- Board effectiveness: Keene strengthens ITT’s financial oversight and governance through Audit and Nominating & Governance committee service; Audit members are financially literate, supporting quality financial reporting and ESG disclosure oversight .
- Independence and conflicts: The Board’s annual independence review found no material relationships; related-party transactions are overseen under a formal policy by the Nominating & Governance Committee .
- Alignment and incentives: Director pay is standard (cash retainer + time-based RSUs) with stock ownership guidelines and prohibitions on hedging/pledging, supporting long-term shareholder alignment .
- Shareholder signals: Say‑on‑pay support was 97.9% in 2024, indicating strong investor confidence in compensation governance (contextual to executive program design overseen by board committees) .
RED FLAGS
- None disclosed: No pledging, hedging, or related‑party transactions involving Keene; independence affirmed; service within ITT’s outside directorship cap .