Jaime Irick
ILLINOIS TOOL WORKSAbout Jaime Irick
Independent director at Illinois Tool Works Inc. (ITW); age 50; joined the Board in 2024. Currently serves on ITW’s Audit Committee and is designated an “audit committee financial expert,” reflecting deep operating and financial oversight experience from leadership roles at PPG, Brunswick, GE, and as a U.S. Army officer . The Board has determined he is independent under NYSE and ITW standards; his prior/external company relationships were reviewed and deemed not material to independence .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Pittsburgh Paints Company | Chief Executive Officer | Dec 2024 – Feb 2025 | Chief executive leadership of coatings business |
| PPG Industries, Inc. | SVP, Architectural Coatings U.S. & Canada and Traffic Solutions; previously VP, Architectural Coatings U.S. & Canada | May 2022 – Dec 2024; May 2019 – May 2022 | Led manufacturing, distribution, and operations across large divisions |
| Brunswick Corporation (Life Fitness) | Vice President and President, Life Fitness | Jan 2017 – Dec 2018 | P&L leadership of fitness equipment brand |
| General Electric Company | Various roles (including GE Company Officer) | Not disclosed | Senior operating roles; supervised CFOs in business units |
| U.S. Army | Officer | 5 years | Leadership experience and operational discipline |
External Roles
| Type | Organization | Role | Notes |
|---|---|---|---|
| Public company board | — | — | None disclosed (no other public boards) |
| Non-profit boards | Multiple not-for-profit organizations | Director | Names not disclosed in proxy |
Board Governance
- Committee assignments: Audit Committee member; designated an SEC “audit committee financial expert” by the Board .
- Independence: Board determined Irick is independent; reviewed his officer role at a company doing business with ITW in 2024 and concluded the relationship is not material .
- Attendance and engagement: Board met five times in 2024; all directors attended 100% of Board and committee meetings and the Annual Meeting; non-employee directors held five executive sessions .
- Governance practices relevant to directors:
- Stock ownership guideline: 5x annual cash retainer for non-employee directors; if not met within five years, must retain 100% of net after-tax shares from vesting/exercise until compliant .
- Anti-hedging and anti-pledging policies apply to directors; directors are prohibited from hedging or pledging ITW stock .
- Related-party transaction controls: annual D&O questionnaires, Audit Committee prior review of material related-party transactions; approval only if consistent with Company/shareholder interests .
Fixed Compensation
| Item | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer (standard structure) | $140,000 | ITW non-employee director annual cash retainer |
| 2024 cash paid to Irick | $128,077 | Pro-rated for partial year service in 2024 |
| Annual equity grant (standard structure) | $185,000 | Fixed-value stock grant; immediate vesting |
| 2024 equity to Irick | 758 shares; $184,891 | Annual stock grant amount per director in 2024 (758 shares) |
| Other compensation (matching gifts) | $15,000 | Company matching gifts program (max $15k/year) |
| Total 2024 compensation (Irick) | $327,968 | Sum of cash, stock award value, and other compensation |
- Director fee deferral program available (cash retainers and/or stock grants) with interest on deferred cash at 120% of the applicable federal long-term rate and stock units for deferred equity; no specific deferral election is noted for Irick in 2024 .
Performance Compensation
| Element | Details |
|---|---|
| Performance metrics tied to director pay | None; non-employee directors receive a fixed cash retainer and a fixed-value annual stock grant that vests immediately; no options or performance-based equity for directors |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed |
| Potential interlocks/related-party context | Board reviewed that Irick (and certain other directors) were or had been officers/directors of companies with which ITW conducts business; concluded these relationships are not material and do not impair independence |
Expertise & Qualifications
- Manufacturing, distribution, and operations leadership across large industrial businesses; supervised CFOs, supporting audit and financial oversight competencies .
- Designated audit committee financial expert by the Board (relevant for financial reporting oversight) .
- Leadership background spans PPG, Brunswick/Life Fitness, GE; earlier service as a U.S. Army officer .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class | Notes |
|---|---|---|---|
| Jaime Irick | 758 | * | “*” denotes less than 1% as used in the proxy; total ITW shares outstanding were 294,018,784 at 12/31/2024 |
- Director stock ownership guideline: 5x annual cash retainer; new directors must retain 100% of net after-tax shares until meeting the guideline (reviewed annually). All directors with five or more years in role have met or exceeded guidelines; as a 2024 appointee, Irick is within the standard five-year compliance window .
- Hedging and pledging prohibited for directors; pledged shares are excluded from ownership guideline calculations .
- Director equity grants are outright stock (not options), vest immediately, and are intended (per ITW) to avoid entrenchment; directors may elect to receive retainers in stock .
Governance Assessment
- Strengths and alignment:
- Independence affirmed despite external business relationships; Board concluded no material conflicts .
- Audit Committee service plus “financial expert” designation signal capability to oversee financial reporting, audit quality, and controls—core to board effectiveness .
- 100% attendance in 2024, indicating strong engagement .
- Director pay structure blends cash with equity, with robust ownership guidelines and prohibitions on hedging/pledging to reinforce alignment with shareholders .
- Watch items for investors:
- Short board tenure (joined 2024) means limited track record on ITW-specific oversight; monitor ongoing contributions on Audit Committee and future committee assignments .
- Prior executive role at a company doing business with ITW was reviewed; Board found it not material to independence—continue to monitor any evolving relationships for potential related-party exposure .