Darrell L. Ford
ILLINOIS TOOL WORKSAbout Darrell L. Ford
Independent director at Illinois Tool Works Inc. (ITW) since 2021; age 60. Currently Executive Vice President and Chief Human Resources Officer (CHRO) at UPS International (since Jan 2021). Ford brings deep human capital strategy and operations expertise across logistics, manufacturing, and technology sectors; he serves on ITW’s Compensation and Corporate Governance & Nominating Committees. The Board classifies him as independent and reports 100% meeting attendance in 2024, including the Annual Meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| UPS International | EVP, Chief Human Resources Officer | 2021–present | Human capital strategy and operations |
| DuPont de Nemours, Inc. | CHRO and SVP, Communications, Occupational Health & Aviation | 2018–2020 | Culture and talent leadership |
| Xerox Corporation | CHRO | 2015–2018 | Transformation and workforce strategy |
| Advanced Micro Devices (AMD) | Leadership roles in human capital management | Dates not disclosed | Talent and HR leadership |
| Shell Oil | Leadership roles in human capital management | Dates not disclosed | Talent and HR leadership |
| Honeywell International | Leadership roles in human capital management | Dates not disclosed | Talent and HR leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No current public company directorships |
| Various professional, civic & non-profit organizations | Director | Not disclosed | Service noted; organizations not listed |
Board Governance
- Independence: Board determined Ford is independent; noted his officer role at a company with which ITW does business, but relationships concluded immaterial under NYSE and ITW categorical standards .
- Committees: Compensation; Corporate Governance & Nominating (member; not chair) .
- Attendance: Board met 5x in 2024; all directors attended 100% of Board/committee meetings and the Annual Meeting .
- Lead Independent Director: Richard H. Lenny (context for governance structure) .
Fixed Compensation
Director compensation structure (non-employee):
- Annual cash retainer: $140,000; no per-meeting fees .
- Annual stock grant: $185,000 fixed value; issued May 3, 2024; immediate vesting; optional deferral .
- Additional retainers (if applicable): Lead Director $45,000; Committee Chairs: Audit $25,000; Compensation $25,000; Corporate Governance & Nominating $20,000; Finance $15,000; Executive $5,000; Non-Executive Chairman additional annual stock grant $250,000 .
2024 director compensation (Darrell L. Ford):
| Component | Amount (USD) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $140,000 | 100% converted into 556 ITW shares and deferred |
| Stock Awards | $184,891 | Annual stock grant of 758 shares; elected to defer entire grant |
| Total | $324,891 | Sum of cash and stock columns |
Performance Compensation
- Directors do not receive performance-based incentives; equity compensation is an annual fixed-value stock grant with immediate vesting (with optional deferral). No performance metrics apply to director pay .
Other Directorships & Interlocks
| Type | Detail |
|---|---|
| Current public company boards | None |
| Committee interlocks | Serves on ITW’s Compensation Committee; the Committee uses an independent consultant (Meridian) and annually assesses consultant independence; no conflicts disclosed . |
| Commercial relationships | Ford is an officer of UPS International; ITW conducts business with UPS. Board assessed these relationships as not material and affirmed independence . |
Expertise & Qualifications
- Human capital strategy, talent management, risk management, and operations across logistics, manufacturing, and technology; focus on building successful company cultures .
- Board-relevant skills matrix includes Human Capital Management, Risk Management, Global operations experience (contextual Board skills) .
Equity Ownership
Beneficial ownership and alignment:
- Stock ownership guidelines: Non-employee directors must hold 5x annual cash retainer within five years; if not met, must retain 100% of net after-tax shares from vesting/exercise until in compliance .
- Hedging/pledging: Prohibited for directors; pledged shares excluded from ownership calculations .
Ownership trend:
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Beneficially owned shares | 2,582 | 4,038 | 5,458 |
| Notes | Includes 2,582 deferred shares | Includes 4,038 deferred shares | Includes 5,458 deferred shares; <1% of class |
Insider trades & elections (director-related share activity):
| Date | Type | Shares | Notes |
|---|---|---|---|
| 05/11/2021 | Form 3 (initial) | 0 | Initial Section 16 statement filed upon joining Board |
| 05/03/2024 | Annual director stock grant | 758 | Fixed-value ~$185,000; elected to defer |
| 2024 | Cash retainer converted to shares | 556 | 100% of $140,000 cash fees converted to ITW shares and deferred |
Governance Assessment
-
Positives:
- Independent; 100% attendance; serves on governance-focused committees (Compensation; Corporate Governance & Nominating) .
- Strong alignment: elected to defer 100% of 2024 cash fees into stock (556 shares) and deferred entire stock grant (758 shares), increasing skin-in-the-game .
- Company-wide anti-hedging/anti-pledging, clawback, and robust director stock ownership guidelines reinforce alignment and risk discipline .
- No other public company boards reduces overboarding risk; no related-party transactions disclosed involving Ford .
-
Watch items (not red flags):
- UPS commercial relationship: Board reviewed and deemed immaterial; continue to monitor for any expansion of business ties given Ford’s CHRO role at UPS .
- Compensation Committee membership while serving as a sitting CHRO of a major company underscores need for strict adherence to independence and consultant oversight (Meridian independence affirmed) .
-
Shareholder sentiment and pay governance context:
- Say-on-pay support ~93–94% over 2022–2024; 2024/2025 outreach cited strong support for governance and compensation programs .
No RED FLAGS identified: no attendance issues; no pledging/hedging; no related-party transactions; independence affirmed despite external employer relationship .