Daniel J. Brutto

About Daniel J. Brutto

Daniel J. Brutto, age 68, is an independent director of Illinois Tool Works Inc. (ITW) who has served on the Board since 2012. He is a retired President of UPS International and Senior Vice President of United Parcel Service, Inc. (2008–2013) with 38 years at UPS across global operations, finance, accounting, information systems, M&A, marketing and business development; he also served as Executive Chairman of Radial, Inc. (2016–2017) and Vice Chairman of eBay Enterprise/Innotrac (2015–2016). His skills include strategic, operational, and financial leadership, significant international business experience (including establishment of operations in 35 countries), and sustainability board leadership at Sysco Corporation; at ITW he serves on the Audit and Finance Committees.

Past Roles

External Roles

Board Governance

• Committee assignments: Audit Committee (member); Finance Committee (member). The Audit Committee chair is Jay L. Henderson, with Brutto listed among members in the Audit Committee Report.
• Independence: The Board determined Brutto is independent under ITW’s categorical standards and NYSE rules. The Board considered that Brutto serves as a director of a company with a customer or supplier relationship with ITW and concluded the relationship is not material and does not impair independence.
• Attendance and engagement: In 2024, all directors attended 100% of Board and committee meetings and the Annual Meeting; non-employee directors met five times in executive session.
• Governance structures: ITW maintains an Independent Lead Director role and conducts annual Board, committee, and peer evaluations.

2025 Shareholder Support for Brutto’s Election

Fixed Compensation

Notes:

• ITW allows directors to elect to receive cash retainers in stock and/or defer cash/stock; deferred cash credited with interest quarterly at 120% of the applicable federal long-term rate.
• Committee chair annual retainers (if applicable): Audit $25,000; Compensation $25,000; Corporate Governance & Nominating $20,000; Finance $15,000; Executive $5,000; Lead Director $45,000; Non-Executive Chairman additional annual stock grant $250,000.

Performance Compensation

• Non-employee directors do not receive performance-based bonuses or options; equity compensation is a fixed-value annual stock grant with immediate vesting designed to avoid entrenchment (no performance metrics disclosed for director grants).

Other Directorships & Interlocks

Expertise & Qualifications

• Strategic, operational, and financial leadership from a major global company, including establishment of operations in 35 countries.
• Deep international business experience and supply chain/logistics expertise (UPS International and freight forwarding leadership).
• Sustainability governance leadership (Chair of Sysco Sustainability Committee).
• Board-level experience across global economic councils and WEF participation, enhancing global perspective.

Equity Ownership

Additional alignment and policies:

• Stock ownership requirements for directors are in place (policy level disclosed).
• Anti-hedging, anti-short-sale, and anti-pledging policies apply to directors.
• Insider Trading Policy requires pre-clearance and has blackout periods; applies to directors and family members.
• Directors’ Deferred Fee Plan allows deferral of cash and/or stock; deferred cash credited at 120% of the applicable federal long-term rate, and deferred stock accrues dividend equivalents as stock units.

Governance Assessment

• Strong shareholder support: Brutto received 228.1M “For” votes versus 9.3M “Against” at the 2025 Annual Meeting, indicating high investor confidence.
• Independence affirmed despite external board roles where customer/supplier relationships exist; the Board concluded these are not material, mitigating conflict concerns.
• Risk oversight: Service on Audit and Finance Committees aligns with his financial and global operations background; Audit Committee engagement includes oversight of financial reporting, internal controls, independence of the auditor, and cybersecurity updates; Finance Committee reviews capital structure and treasury risks.
• Engagement quality: 100% attendance, regular executive sessions, annual Board and peer evaluations suggest high board effectiveness and accountability.
• Compensation alignment: Retainer-only model, fixed-value immediate-vesting equity, no meeting fees, and optional deferral into stock support long-term alignment and avoid entrenchment; charitable match in “All Other Compensation” is modest and standard.

Additional Investor Signals

RED FLAGS (none disclosed)

• No related-party transactions or pledging disclosed for Brutto in the proxy; anti-pledging policy applies to directors.
• No discretionary bonuses, option repricing, or tax gross-ups disclosed for non-employee directors.