Jay L. Henderson
ILLINOIS TOOL WORKSAbout Jay L. Henderson
Independent director of ITW since 2016; age 69. He serves as Audit Committee Chair and sits on the Finance and Executive Committees . A retired Vice Chairman, Client Service at PwC (2007–2016), former Greater Chicago Market Managing Partner (2003–2013) and prior Cleveland Office Managing Partner; Certified Public Accountant since 1977 . The Board designates him an “audit committee financial expert” .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PricewaterhouseCoopers LLP | Vice Chairman, Client Service | 2007–2016 | Worked extensively with boards and audit committees of Fortune 500 companies; risk oversight and audit experience |
| PwC (Greater Chicago) | Market Managing Partner | 2003–2013 | Led market operations; governance and client service leadership |
| PwC (Cleveland) | Managing Partner | Prior to 2003 | Regional leadership; audit practice oversight |
External Roles
| Organization | Role | Committees |
|---|---|---|
| The J.M. Smucker Company | Director | Audit Committee member |
| Northern Trust Corporation | Lead Director; Audit Committee Chair; member of Business Risk, Capital Governance, Human Capital and Compensation, Corporate Governance, Executive Committees |
Potential interlocks: Northern Trust has a commercial banking relationship with ITW; the Board reviewed and concluded such relationships (including Henderson’s external board roles) are not material and do not impair independence .
Board Governance
- Independence: Determined independent under NYSE standards; current status “Independent: Yes” .
- Committee assignments: Audit (Chair), Finance, Executive .
- Audit committee expertise designation: Henderson is identified as an “audit committee financial expert” .
- Attendance: Board met 5 times in 2024; independent directors held 5 executive sessions; all directors attended 100% of Board and relevant committee meetings and the Annual Meeting .
- Audit Committee oversight: Integrity of financial statements, compliance, auditor independence, internal audit performance, quarterly cybersecurity reports .
Fixed Compensation
| Component | Amount ($) | Detail |
|---|---|---|
| Annual cash retainer | 140,000 | Retainer-only program; no meeting fees |
| Committee chair fees | 25,000 | Audit Committee Chair ($25,000); Finance Chair fee applies to chair only; Henderson is a member, not chair |
| Total fees earned (cash) | 165,000 | As disclosed in director compensation table |
| Annual stock grant (FV) | 184,891 | 758 shares; immediate vesting; issued May 3, 2024 |
| Total 2024 compensation | 349,891 | Sum of fees and stock grant |
- Directors may elect to receive retainers in stock; no change to cash compensation levels versus 2023; stock grants fixed-value and immediately vest (no entrenchment) .
Performance Compensation
| Director Performance Metrics | Structure |
|---|---|
| None (not applicable) | ITW does not use performance-based metrics for non-employee director pay; director compensation is retainer-only plus a fixed-value annual stock grant that vests immediately . |
Other Directorships & Interlocks
| Company | Relationship to ITW | Board Independence Outcome |
|---|---|---|
| Northern Trust Corporation | ITW has a commercial banking relationship with Northern Trust | Board concluded not material; Henderson remains independent |
| Other unnamed companies where Henderson serves | Existing customer/supplier relationships with ITW | Board concluded not material |
Expertise & Qualifications
- CPA since 1977; deep audit and risk oversight expertise .
- Extensive experience engaging with boards/audit committees of complex global companies; risk oversight, financial reporting .
- Audit committee financial expert designation .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class | Notes |
|---|---|---|---|
| Jay L. Henderson | 22,680 | <1% | No phantom units; percent-of-class denoted as “*” (less than 1%) |
- Stock ownership guidelines: Non-employee directors must hold 5x annual cash retainer; achievement is reviewed annually and all executive officers/directors in role ≥5 years meet or exceed guidelines .
- Hedging/pledging: Prohibited for directors; pledged shares excluded from guideline compliance .
Governance Assessment
- Strengths: Independent Audit Chair with CPA and “audit committee financial expert” designation; 100% attendance; strong oversight of financial reporting and cybersecurity; anti-hedging/anti-pledging and robust clawback policies; director compensation aligned (retainer-only; fixed stock with immediate vesting) .
- Potential watch-items: External board roles at Northern Trust and Smucker intersect with ITW’s customer/supplier and banking relationships; Board currently deems non-material but should continue annual independence reviews given evolving commercial ties .
- Broader governance signals: High say-on-pay support (93.9% in 2024; >93% over 3 years) indicates investor confidence in compensation governance; time-commitment limits (≤3 other public company boards; ≤2 audit committees) are in place and Henderson appears within limits given his two audit committee roles .