Kelly J. Grier
ILLINOIS TOOL WORKSAbout Kelly J. Grier
Independent director of Illinois Tool Works Inc. since 2022; age 55. Former US Chair and Managing Partner (CEO) of Ernst & Young LLP (2018–July 2022), Certified Public Accountant with 30+ years at EY; currently serves on ITW’s Audit and Finance Committees. Other public boards: Booking Holdings Inc. (Audit Committee) and CDW Corporation (Audit and Nominating & Governance Committees). The Board has determined she is independent; she attended 100% of Board and committee meetings in 2024.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ernst & Young LLP (EY) | US Chair & Managing Partner (CEO) | 2018–July 2022 | Led US firm; extensive board/audit committee engagement at global companies; CPA; deep experience in risk/crisis management, financial reporting, leadership development, and governance. |
| Ernst & Young LLP (EY) | Various roles with increasing responsibility | ~30+ years | Broad-based experience working with boards/audit committees of Fortune 500 companies. |
External Roles
| Organization | Role | Tenure | Committee/Notes |
|---|---|---|---|
| Booking Holdings Inc. | Director | Current | Audit Committee member. |
| CDW Corporation | Director | Current | Audit; Nominating & Governance Committees. |
| Permira Advisers | Senior Advisor | Since Jan 2023 | Advisory role at global investment firm. |
| Zendesk Inc. (private) | Director | Since Dec 2023 | Board member of privately held software company. |
Board Governance
- Committee assignments: Audit and Finance (no chair roles).
- Independence: Board determined Grier is independent under NYSE standards; noted she serves on boards of companies with customer/supplier relationships with ITW, but concluded these are not material.
- Attendance and engagement: 100% attendance at Board, applicable committees, and the Annual Meeting in 2024; directors held five executive sessions in 2024.
- Time-commitment policy: ITW limits directors to no more than three other public company boards; Audit Committee members no more than two other public company audit committees. Grier serves on two public boards and two audit committees, within limits.
- Committee scopes tied to her assignments:
- Audit: oversight of financial statements, compliance, independent auditor, internal audit, quarterly cybersecurity reports.
- Finance: reviews capital structure and allocation, financings, dividend policy, treasury risks, benefit plan funding.
Fixed Compensation
| Component (FY2024) | Amount/Detail | Notes |
|---|---|---|
| Annual cash retainer | $140,000 | Non-employee director retainer-only model; no meeting fees. |
| Annual stock grant | 758 shares; $184,891 grant-date value | Grant issued May 3, 2024; immediate vesting to avoid entrenchment. |
| Committee chair/Lead Director fees | N/A for Grier | Chair fees (if applicable): Audit $25k; Compensation $25k; CGN $20k; Finance $15k; Executive $5k; Lead Director $45k. |
| All other compensation | $15,000 | Company matching gifts program cap utilized. |
| Total FY2024 director compensation | $339,891 | Sum of components. |
Performance Compensation
- ITW’s non-employee directors do not receive performance-based equity (no PSUs/options) or annual incentive payouts; director equity is an annual fixed-value stock grant with immediate vesting.
- Deferral options: directors may elect to defer cash retainer and/or stock grant; deferred cash credited at 120% of applicable federal long-term rate; Grier’s table does not indicate she deferred her 2024 stock grant.
Other Directorships & Interlocks
| Company | Relationship to ITW | Interlock/Notes |
|---|---|---|
| Booking Holdings Inc. | Customer/supplier relationship noted at board-level review | Board concluded such relationships for certain directors (incl. Grier) are not material and do not impair independence. |
| CDW Corporation | Customer/supplier relationship noted at board-level review | Same conclusion regarding materiality and independence. |
Expertise & Qualifications
- CPA; extensive audit oversight and financial reporting expertise; board/audit committee engagement with global companies.
- Risk and crisis management, leadership development, talent strategy, and corporate governance experience.
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Total beneficial ownership | 1,795 shares | Includes 202 deferred shares; <1% of outstanding. |
| Ownership as % of shares outstanding | <1% | Based on 294,018,784 shares outstanding as of 12/31/2024. |
| Hedging/pledging | Prohibited | Anti-hedging and anti-pledging policy for directors. |
| Director stock ownership guideline | 5× annual cash retainer | Must meet within 5 years; those in role ≥5 years are in compliance. |
Governance Assessment
- Strengths
- Independent director with deep audit/finance and risk expertise; assignments to Audit and Finance align with her skill set.
- Full attendance (100%) in 2024 supports engagement; Board conducts annual evaluations, including peer reviews led by Lead Director.
- Retainer-only structure and immediate vesting of director equity avoid entrenchment; strong anti-hedging/anti-pledging and ownership guidelines enhance alignment.
- ITW shareholder support for pay practices remains high (Say-on-Pay approvals of ~93–94% over 2022–2024), indicating investor confidence in governance/comp structure.
- Watch items
- Multiple external public boards (Booking, CDW) and audit committee service increase time demands; within ITW’s limits, but warrants periodic monitoring of workload.
- Potential customer/supplier interlocks via external boards exist; Board determined not material, but continued oversight is prudent for conflict risk management.
- Modest absolute share ownership by directors is typical and offset by mandatory ownership guidelines; Grier is within the five-year window for compliance.
Overall, Grier’s independence, audit/finance expertise, and attendance support board effectiveness; disclosed interlocks have been reviewed and deemed immaterial, with strong policies mitigating alignment risks.