James W. Griffith
ILLINOIS TOOL WORKSAbout James W. Griffith
Independent director since 2012 (age 71). Retired President & CEO of The Timken Company (2002–2014) with deep manufacturing, operations, finance, HR, risk management, and corporate social responsibility experience across North America, Asia, and Latin America; prior roles include Timken President & COO (1999–2002) and leadership in purchasing/logistics and international operations. Committees: Compensation; Corporate Governance & Nominating; Executive. Education not specified in the proxy; independence affirmed by ITW’s Board under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Timken Company | President & CEO | 2002–2014 | Led global industrial manufacturer; governance perspective from CEO tenure |
| The Timken Company | President & COO | 1999–2002 | Operational leadership across functions |
| The Timken Company | Various roles incl. purchasing/logistics; manufacturing; international ops | 1984–1999 | Led automotive business in North America and bearing business in Asia/LatAm (1996–1999) |
| AB Volvo | Director (prior) | Not disclosed | Prior public company board experience |
| US China Business Council; other industry/non-profit boards | Director | Not disclosed | International business policy exposure |
External Roles
| Company/Organization | Role | Current/Prior | Notes |
|---|---|---|---|
| Public company boards | None | Current | No other public boards currently |
| AB Volvo | Director | Prior | Prior public company board |
Board Governance
- Committee assignments: Compensation; Corporate Governance & Nominating; Executive (not listed as Chair of any) .
- Independence: Board determined he is independent; no material relationship with ITW noted in independence review .
- Attendance and engagement: Board met 5 times in 2024; non-employee directors held 5 executive sessions; all directors attended 100% of Board and committee meetings and the Annual Meeting .
- Board structure context: Lead Independent Director role held by Richard H. Lenny; regular executive sessions; annual evaluations, risk oversight, and sustainability oversight .
Fixed Compensation
| Component (2024) | Amount (USD) |
|---|---|
| Annual cash retainer | $140,000 |
| Stock award (annual grant; ~758 shares) | $184,891 (grant equivalent value ~$185,000) |
| All other compensation (matching gifts) | $6,060 |
| Total | $330,951 |
- Program details: Non-employee directors receive retainer-only (no meeting fees); annual stock grant of $185,000 with immediate vesting; optional deferral of cash/stock; additional retainers for chairs, Lead Director, Non-Executive Chairman (not applicable to Griffith) .
- 2024 election: Griffith deferred receipt of his entire stock grant .
Performance Compensation
| Performance Metrics Tied to Director Pay | Terms |
|---|---|
| None (director equity is fixed-value annual grant) | Annual stock grant vests immediately; no options or performance-based equity for directors |
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None |
| Prior public company boards | AB Volvo (director) |
| Interlocks / related-party | Board independence review identified certain directors with customer/supplier/banking relationships; Griffith not among those noted; Board concluded relationships cited for other directors were not material . |
Expertise & Qualifications
- Core qualifications: Extensive manufacturing and operations leadership; finance; HR; risk management; CSR; international business and engineering experience; prior public company board service .
Equity Ownership
| Metric | As of 12/31/2024 |
|---|---|
| Total beneficial ownership (shares) | 22,033 (includes 14,422 deferred shares) |
| Percent of class | <1% |
| Ownership guidelines | Directors must hold 5x annual cash retainer; those in role ≥5 years have met/exceeded guidelines (Griffith since 2012) |
| Hedging/pledging | Prohibited for directors; pledged shares excluded from guideline calculations |
| Section 16 compliance | Company believes all directors/officers met filing requirements in 2024; one late Form 4 noted for E. Scott Santi (not Griffith) |
Governance Assessment
- Effectiveness signals:
- Independent director with CEO-caliber operating background; active roles on Compensation and Governance committees support oversight of pay, talent, and governance .
- 100% attendance; participation in executive sessions indicates robust independent oversight .
- Strong alignment: defers stock grants; subject to 5x retainer ownership guideline; anti-hedging/anti-pledging policy .
- Compensation Committee uses independent consultant (Meridian); Corporate Governance & Nominating Committee receives peer director comp data; committee composition includes Griffith alongside independent directors .
- Potential conflicts:
- Board independence review did not identify material relationships for Griffith; related-party transactions require Audit Committee and Board oversight per policy .
- Shareholder confidence context:
- Say-on-pay support: 93.9% approval in 2024 (five-year average strong), indicating investor alignment with compensation governance .
Compensation Committee Analysis
- Committee composition: Chair Richard H. Lenny; members include Susan Crown, Darrell L. Ford, James W. Griffith, Pamela B. Strobel .
- Consultant: Meridian Compensation Partners engaged; determined independent; advises on program design, peer group, governance practices .
- Director pay governance: Corporate Governance & Nominating Committee annually reviews non-employee director compensation against peer medians; structure emphasizes fixed retainer plus equity with immediate vesting to avoid entrenchment .
RED FLAGS
- None observed specific to Griffith: no related-party ties disclosed; full attendance; no hedging/pledging; no option repricing; no committee chair incremental fees that could skew independence .