Sharon Szafranski
ITTAbout Sharon Szafranski
Sharon Szafranski, 58, joined ITT’s Board in January 2024 and is an independent director. She serves as Executive Vice President of the Welding segment at Illinois Tool Works and is designated as an Audit Committee financial expert, bringing extensive manufacturing and multi-industry leadership to ITT’s Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Illinois Tool Works (ITW) | EVP, Welding Segment | 2022–present | Leads a global manufacturing segment; innovation and engineered products focus |
| Illinois Tool Works (ITW) | EVP, Construction Products | 2020–2021 | Segment leadership in construction hardware and fasteners |
| Illinois Tool Works (ITW) | Group President, Test & Measurement | 2019–2020 | Oversaw test, measurement, and electronics businesses |
External Roles
| Organization | Role | Public Company Board? | Notes |
|---|---|---|---|
| Illinois Tool Works (ITW) | Executive Vice President (current) | No | Senior operating executive; no other public company directorships listed for Szafranski |
Board Governance
- Committees: Audit; Compensation and Human Capital (CHC) .
- Audit Committee financial expert designation (along with other members), indicating deep financial literacy .
- Independence: Board determined all directors other than the CEO (Luca Savi) are independent; Szafranski is independent .
- Attendance: In 2024 the Board held 11 meetings and committees held 25; all directors attended at least 75% of aggregate meetings and the annual meeting .
- Director onboarding/education: ITT runs one-on-one orientation and ongoing education; 2024 strategy session held onsite at Termoli, Italy .
- Executive sessions: Regular sessions without management, led by the independent Chair .
Fixed Compensation
| Element | Amount | Grant/Payment Timing | Notes |
|---|---|---|---|
| Annual cash retainer | $100,000 | Lump sum post-annual meeting | Standard for non-management directors |
| Committee chair cash fees | $0 | N/A | Not a committee chair; Audit Chair ($22,500), CHC Chair ($17,500), N&G Chair ($17,500) apply to other directors |
| Additional Chair/Chairman cash | $0 | N/A | Independent Chairman receives additional $62,500; not applicable to Szafranski |
| Actual cash paid (2024) | $133,333 | Pro-rated for service | Includes pro-rate from January 2024 through 2025 annual meeting |
| RSU grant(s) fair value (2024) | $201,667 | Jan 17, 2024; May 15, 2024 | Pro-rated RSU at $117.47; annual RSU at $139.22 closing prices |
| RSU vesting | One business day prior to next annual meeting | Annual | RSUs accrue dividend equivalents, paid at vest; no voting rights while unvested |
Performance Compensation
| Component | Performance Metrics | Weighting | Vesting/Terms |
|---|---|---|---|
| Director equity (RSUs) | None (time-based only) | N/A | RSUs vest one business day prior to next annual meeting; not performance-linked |
Directors at ITT are compensated with cash retainers and time-based RSUs; no performance-based pay or options for directors .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Other public company boards | None listed for Szafranski (ITT proxy shows “0”) |
| Compensation committee interlocks | None; no member of the CHC served on a board where an ITT executive was on the compensation committee |
| Related-party transactions | N&G Committee reviews material related-party transactions; independence review found no material relationships for independent directors |
Expertise & Qualifications
- Multi-industry global operating executive (ITW Welding, Construction Products, Test & Measurement) with extensive manufacturing leadership .
- Audit Committee financial expert designation; financially literate per SEC/NYSE standards .
- Independent director; aligns with NYSE independence standards .
- Board skills matrix highlights operations, industrial experience, executive leadership, and M&A exposure .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Shares owned directly | 398 | Beneficial ownership as of Feb 1, 2025 |
| Outstanding director stock awards | 1,114 | Unvested RSUs and/or deferred units outstanding at 12/31/2024 |
| Shares outstanding | 80,968,457 | Record date March 25, 2025 |
| Ownership as % of shares outstanding | ~0.00049% | 398 ÷ 80,968,457; based on disclosed figures |
| Stock ownership guidelines | 5x annual cash retainer within 5 years | Applies to non-management directors; compliance monitored periodically |
| Hedging/pledging | Prohibited; no pledges reported | Company prohibits hedging/pledging; no director pledges disclosed |
| Vested vs. unvested | RSUs unvested until one business day prior to annual meeting | RSUs do not carry voting rights; dividend equivalents accrue and are paid after vest |
Governance Assessment
- Strengths: Independent director with deep multi-segment manufacturing experience; Audit Committee financial expert; dual committee service (Audit and CHC) supports effective oversight; no related-party or interlock concerns disclosed .
- Alignment: Director equity in RSUs promotes long-term alignment; stock ownership guidelines require 5x cash retainer within 5 years; hedging/pledging prohibited, reducing misalignment risk .
- Engagement/attendance: Board and committee workload robust in 2024 (11 Board; 25 committee meetings) with all directors meeting at least 75% attendance; formal orientation and ongoing education processes in place .
- Potential red flags: Early-tenure shareholding is modest (398 shares), but within guideline timelines; no disclosed conflicts or related-party transactions involving Szafranski; no pledging or hedging allowed by policy .