Timothy Powers
ITTAbout Timothy H. Powers
Independent Chairman of the Board of ITT Inc.; age 76; director since February 2015; Chairman since March 2023. Former Chairman, President & CEO of Hubbell Incorporated; prior senior finance roles at Hubbell, ABB, and BBC Brown Boveri. Identified by ITT as an Audit Committee financial expert. Background spans CEO and CFO roles in global industrials, with strengths in strategic planning and M&A.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hubbell Incorporated (NYSE: HUBB) | Chairman | 2004–2013 | Led global electrical products manufacturer |
| Hubbell Incorporated | President & CEO | 2001–2004 | CEO leadership in manufacturing/engineering |
| Hubbell Incorporated | SVP & CFO | 1998–2001 | Financial leadership |
| ABB, Inc. | EVP, Finance & Business Development, Americas | Not disclosed | Industrial finance/business development exposure |
| BBC Brown Boveri, Inc. | VP & Corporate Controller | Not disclosed | Financial controls, reporting |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| WestRock Company (NYSE: WRK) (formerly MeadWestvaco) | Director | 2006–Jan 2021 | Former public board service; no current public boards for Powers per 2025 snapshot |
| National Electrical Manufacturers Association (NEMA) | Director | Until 2013 | Industry association leadership |
| Manufacturers Alliance for Productivity and Innovation (MAPI) | Trustee | Until 2013 | Industry/trade association governance |
Board Governance
- Role and independence: Independent Chairman; Board continues to separate Chair and CEO roles; Board annually reviews leadership structure. Powers is an ex-officio, non-voting member of all committees except Audit, of which he is a member.
- Committee assignments (2024 activity levels in parentheses): Audit Committee member (9 meetings); ex-officio, non-voting member of Compensation & Human Capital (10 meetings) and Nominating & Governance (6 meetings).
- Chair responsibilities include presiding at Board meetings, leading director self-evaluations (with N&G), providing feedback from executive sessions, and chairing the annual meeting.
- Attendance and engagement: In FY2024 the Board held 11 meetings and committees held 25; all directors attended at least 75% of their aggregate Board and committee meetings; Board encourages in‑person attendance and executive sessions occur regularly.
- Retirement and outside boards policy: Directors may not stand for re‑election after the year they turn 75 without Board waiver; non‑employee directors limited to service on four public boards (including ITT). Powers (age 76) is nominated in 2025, implying a Board waiver under the policy.
- Say‑on‑Pay signal: 2024 say‑on‑pay support was 97.9%, indicating strong investor confidence in compensation oversight.
Fixed Compensation
Director Fee Structure (2024)
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual cash retainer (non‑management director) | $100,000 | Standard cash fee |
| Additional cash retainer – Independent Chairman | $62,500 | Chairman premium |
| Annual RSU award (non‑management director) | $155,000 | Grant value; RSUs vest one business day before next annual meeting |
| Additional RSU – Independent Chairman | $62,500 | Chairman equity premium |
Mr. Powers – 2024 Director Compensation
| Metric | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $162,500 |
| Stock Awards (Grant‑Date Fair Value) | $217,500 |
| Total | $380,000 |
- Payment timing and deferral: Fees and equity paid following the annual meeting; directors may elect to defer receipt of equity retainer (post‑2020, only equity deferral permitted).
- Travel/perqs: Reasonable business travel expenses reimbursed.
Performance Compensation
Directors are paid time‑based RSUs; no performance metrics are applied to director equity. RSUs vest one business day prior to the next annual meeting; unvested RSUs do not earn dividends (dividend equivalents accrue and are paid in cash upon vesting).
| Performance Metric | Weight | Applies to Director Pay? | Notes |
|---|---|---|---|
| Any financial/ESG metric (e.g., TSR, ROIC) | — | No | Director RSUs are time‑based; no performance linkage disclosed |
Director equity grant details for Mr. Powers (units and dates) are provided in “Insider Trades & Grants” below.
Other Directorships & Interlocks
| Company/Organization | Current/Former | Years | Potential Interlock/Conflict Notes |
|---|---|---|---|
| WestRock Company (NYSE: WRK) | Former | 2006–2021 | No current public boards listed for Powers in 2025 snapshot (0). |
| NEMA; MAPI | Former | Through 2013 | Industry associations; no related‑party transactions disclosed in proxy sections reviewed. Related‑party transactions are overseen per RPT Policy. |
Expertise & Qualifications
- CEO and CFO experience in global manufacturing/engineering; strategic planning and M&A expertise; international operations.
- Audit Committee financial expert designation by ITT Board.
- Skills flagged by ITT: International market exposure; operations; industrial experience; public company board experience; executive leadership.
Equity Ownership
Beneficial Ownership (as of Feb 1, 2025)
| Holder | Total Shares Beneficially Owned | Shares Owned Directly | Options | Stock Units (vest/settle ≤60 days) | % of Class | Pledged Shares |
|---|---|---|---|---|---|---|
| Timothy H. Powers | 25,855 | 25,855 | — | — | * (<1%) | None; company states no directors/officers have pledged shares |
Notes:
- Company no longer grants options; no unvested options outstanding.
- Hedging and pledging of Company securities prohibited for directors.
Outstanding Stock Awards (Dec 31, 2024)
| Non‑Management Director | Stock Awards Outstanding |
|---|---|
| Timothy H. Powers | 20,843 |
Insider Trades & Grants (Form 4)
| Filing Date | Transaction Date | Type | Units | Price | Post‑Transaction Ownership | Link |
|---|---|---|---|---|---|---|
| 2025‑05‑23 | 2025‑05‑21 | A – Award (RSUs/Common) | 1,460 | $0 | 28,878 | https://www.sec.gov/Archives/edgar/data/216228/000095017025076954/0000950170-25-076954-index.htm |
| 2024‑05‑17 | 2024‑05‑15 | A – Award (RSUs/Common) | 1,563 | $0 | 27,418 | https://www.sec.gov/Archives/edgar/data/216228/000095017024061701/0000950170-24-061701-index.htm |
| 2023‑05‑12 | 2023‑05‑10 | A – Award (RSUs/Common) | 2,464 | $0 | 25,855 | https://www.sec.gov/Archives/edgar/data/216228/000120919123029155/0001209191-23-029155-index.htm |
- 2024 director RSU grants were made May 15, 2024 with grant‑date pricing reference of $139.22; Powers’ 2024 director equity total grant value was $217,500.
Governance Assessment
Positives and investor‑confidence signals
- Independent Chairman with clear responsibilities; separation of Chair/CEO maintained; Board conducts regular executive sessions.
- Strong investor support: 97.9% say‑on‑pay approval in 2024.
- Audit oversight: Powers serves on Audit Committee and is designated an Audit Committee financial expert.
- Alignment: Director ownership guideline of 5x base cash retainer, mandatory hold until guideline met; all non‑management directors with ≥1 year own stock; hedging and pledging prohibited.
Watch items and potential red flags
- Age/retirement policy: ITT policy requires Board waiver for re‑election after age 75; Powers is 76 and nominated in 2025, implying a waiver—investors may seek rationale and succession planning clarity.
- Equity for directors is time‑based RSUs (no performance link); investors focused on stricter “at‑risk” structures for directors may view time‑based equity as less performance‑sensitive, though this is standard market practice.
Policy safeguards
- Related‑party transactions governed by a formal RPT Policy overseen by the Nominating & Governance Committee; transactions reviewed for arm’s‑length terms and materiality.
- No director/officer pledging disclosed; hedging and pledging prohibited by policy.
Overall view: Powers brings deep operator‑finance expertise and strong audit credentials as independent Chair. Governance practices (separate Chair/CEO, high say‑on‑pay support, stock ownership guidelines, hedging/pledging bans) support investor confidence; age‑related waiver warrants continued focus on Chair succession and Board refreshment pacing.