Rebecca McDonald
ITTAbout Rebecca A. McDonald
Independent director and Chair of ITT’s Compensation and Human Capital Committee; age 72; director since December 2013. Former CEO of Laurus Energy Inc. (2008–2012) and President, Gas & Power at BHP Billiton (2004–2007); she has 25+ years in energy across pipelines, distribution, and power assets globally. ITT’s Board has affirmatively determined McDonald is independent under NYSE standards; all directors other than the CEO are independent.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Laurus Energy Inc. | Chief Executive Officer | 2008–2012 | Led underground coal gasification development; executive-level operational oversight |
| BHP Billiton (NYSE: BHP) | President, Gas & Power | Mar 2004–Sep 2007 | Development/construction/operation of pipelines, distribution, and power assets across multiple regions |
| Houston Museum of Natural Science | President | Oct 2001–Jan 2004 | Executive leadership of major institution |
External Roles
| Category | Current | Notes |
|---|---|---|
| Other public company boards | 0 | Snapshot indicates no current public boards for McDonald |
Board Governance
- Committee assignments: Chair, Compensation and Human Capital Committee (CHC). CHC responsibilities include CEO goal-setting, executive succession planning, human capital oversight, equity awards approval, and CD&A approval. 10 CHC meetings in 2024; all CHC members are independent per SEC/NYSE and ITT Principles.
- Independence and engagement: ITT’s Board held 11 meetings and committees held 25 meetings in 2024; all directors attended at least 75% of aggregate meetings, and all directors on the Board attended the 2024 annual meeting. Regular executive sessions are led by the independent Chair.
- Compensation committee interlocks: None; no CHC members were officers/employees of ITT, and no ITT executive served on a compensation committee/board of a company employing an ITT CHC member.
- CEO Retention Plan: Adopted Oct 30, 2024 by CHC with independent directors’ support to retain CEO Luca Savi through at least 2028; structure guided by Pay Governance LLC.
- Governance policies: Prohibitions on hedging/pledging of Company securities; robust related-party transaction (RPT) policy overseen by the Nominating & Governance Committee.
Fixed Compensation
| Component | Amount | Detail |
|---|---|---|
| Annual cash retainer | $100,000 | Standard for non-management directors |
| Committee chair fee (CHC Chair) | $17,500 | Additional cash for CHC Chair responsibilities |
| Meeting fees | Not disclosed | Structure emphasizes retainers and equity; no per-meeting fees disclosed |
| Pay timing | Lump sum after election | Pro-rated for mid-year additions |
Performance Compensation
| Component | 2024 Value | Grant Timing and Basis | Vesting |
|---|---|---|---|
| Annual RSU award | $155,000 | Granted May 15, 2024; fair value based on $139.22 closing price; stock awards are RSUs | RSUs vest one business day prior to the next annual meeting; dividend equivalents accrue and are paid in cash on vesting |
| Additional RSU (Chair premium) | $0 | Chair RSU premia apply to Independent Chair only; CHC Chair receives cash premium, not RSU premium |
As CHC Chair, McDonald oversees executive pay programs and their performance metrics; 2024 AIP metrics and PSU metrics are below.
2024 Annual Incentive Plan (AIP) Metrics and Weightings (Executives)
| Metric | Weight | Reason | Definition |
|---|---|---|---|
| Adjusted EPS | 20% | Links pay to shareholder value | Diluted EPS from continuing ops excluding special items (after tax) |
| Free Cash Flow | 25% | Cash conversion efficiency | Operating cash flow less capex, adjusted for special items |
| Adjusted Operating Margin | 20% | Margin discipline | Adjusted operating income over organic revenue; excludes special items |
| Organic Revenue | 20% | Growth focus | Revenue excluding FX and acquisitions/divestitures |
| Individual/Team Goals | 15% | Strategic execution | Financial, culture/talent, execution, growth/innovation, capital deployment objectives |
| AIP Metric | Threshold (50%) | Target (100%) | Maximum (200%) | 2024 Result | Payout |
|---|---|---|---|---|---|
| Adjusted EPS ($) | 5.11 | 5.68 | 6.24 | 5.93 | 144.5% |
| Free Cash Flow ($mm) | 387 | 455 | 523 | 472 | 125.5% |
| Adjusted Operating Margin (%) | 16.4% | 17.2% | 18.1% | 17.9% | 172.7% |
| Organic Revenue ($mm) | 3,264 | 3,626 | 3,989 | 3,694 | 118.8% |
Performance Share Units (PSUs) Metrics (Executives)
| PSU Cycle | ROIC Threshold | ROIC Target | ROIC Max | TSR Payout Scale |
|---|---|---|---|---|
| 2022–2024 | 13.4% | 14.8% | 16.2% | 35th percentile=50%; 50th=100%; 80th+=200% (interpolated) |
| 2023–2025 | 13.0% | 14.4% | 15.8% | Same TSR scale |
| 2024–2026 | 12.7% | 14.1% | 15.5% | Same TSR scale |
- 2024 outcomes: Executive AIP payouts above target; CEO AIP = 149% of target; 2022 PSU payout = 123.3% based on above-median TSR and slightly below-target ROIC.
Other Directorships & Interlocks
| Item | Status |
|---|---|
| Current public company boards | None for McDonald (0) |
| Compensation committee interlocks | None disclosed for CHC; independence confirmed |
| Director compensation consultant (non-management directors) | Pay Governance LLC engaged by N&G Committee; no conflicts identified |
Expertise & Qualifications
- Energy industry operating leadership; executive-level experience; global project development/operations across North America, Asia, Africa, South America.
- Board-level oversight of compensation, succession, and human capital as CHC Chair.
Equity Ownership
| Measure | Amount | Notes |
|---|---|---|
| Beneficial ownership (shares) | 22,059 | As of Feb 1, 2025; total shares beneficially owned |
| Percent of class | <1% | “*” indicates less than 1% |
| Stock awards outstanding (units) | 15,070 | Includes unvested RSUs and vested but deferred RSUs |
| Pledged shares | None | Company states no directors/executives have pledged shares |
| Hedging/pledging policy | Prohibited | Applies to directors and certain employees |
| Director stock ownership guidelines | 5x cash retainer within 5 years | Directors must hold shares until guideline met; all non-management directors with ≥1 year own stock |
Governance Assessment
- Strengths:
- Independent, long-tenured director with deep energy/operations experience; CHC Chair overseeing robust pay-for-performance frameworks (AIP and PSUs).
- Positive investor engagement outcomes and CHC responsiveness (CEO Retention Plan aligned to shareholder feedback).
- Ownership alignment: meaningful beneficial holdings and RSU accruals; no pledging; strict hedging prohibition; director ownership guidelines in place.
- Clean interlock profile and independence confirmations for CHC members.
- Potential watchpoints:
- Tenure since 2013 warrants continued refreshment balance; Board is actively managing refreshment (new directors in 2024/2025).
- Related-party transactions are governed by a formal RPT policy; no McDonald-specific related-party exposures disclosed.
Board effectiveness signals are favorable: independent Chair, majority voting, regular executive sessions, and sector-aligned skills matrix; McDonald’s CHC leadership and investor-informed CEO retention planning support confidence in compensation governance.