Pamela B. Strobel
ILLINOIS TOOL WORKSAbout Pamela B. Strobel
Pamela B. Strobel (age 72) is an independent director of Illinois Tool Works Inc. (ITW) since 2008, with a legal and senior operating background in the utility industry including executive and general counsel roles at Exelon/ComEd. She brings expertise in human capital management, finance, risk management, sustainability, and corporate governance and currently chairs ITW’s Corporate Governance and Nominating Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Exelon Corporation | Executive Vice President & Chief Administrative Officer; President, Exelon Business Services Company | 2003–Oct 2005 | Led corporate administration and shared services; governance and risk oversight |
| Exelon Energy Delivery | Chairman & Chief Executive Officer | 2000–2003 | P&L leadership of major utility operations |
| Unicom/ComEd | Executive Vice President; General Counsel (joined ComEd as GC) | GC since 1993; subsequent EVP (years not specifically enumerated) | Supervision/oversight of legal matters and risk management |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Current public boards | None | — | No current public company directorships (reduces interlock risk) |
| State Farm Mutual Automobile Insurance Company | Director (prior) | Not disclosed | Prior directorship; State Farm is also a >5% ITW holder but this is historical service; independence affirmed overall |
| Domtar Corporation | Director (prior) | Not disclosed | Prior public board service |
Board Governance
- Committee memberships: Compensation; Corporate Governance & Nominating (Chair); Executive .
- Independence: Board determined her independent status under NYSE and ITW categorical standards .
- Attendance: 100% attendance at Board and committee meetings in 2024; attended Annual Meeting .
- Board practices: Majority voting with resignation policy; executive sessions of independent directors; annual evaluations including peer review led by the Lead Director .
- Key oversight areas: Governance policies; shareholder proposals; director compensation recommendations via Corporate Governance & Nominating Committee .
Fixed Compensation
| Component | 2024 Amount | Details |
|---|---|---|
| Annual cash retainer | $140,000 | Standard retainer for non-employee directors |
| Committee chair fee (CG&N) | $20,000 | Chair fees schedule reflects $20,000 for Corporate Governance & Nominating |
| Meeting fees | $0 | ITW does not pay per-meeting fees; retainer-only structure |
| Annual stock grant | $184,891 | 758 shares granted on May 3, 2024; immediate vesting; fixed value approach |
| All other compensation | $16,410 | Matching gifts program plus $1,410 for volunteer hours |
| Total | $361,301 | Sum of cash, equity grant fair value, and other |
Performance Compensation
- Director equity grants are not performance-conditioned; annual stock grants vest immediately to avoid entrenchment. No director-specific performance metrics apply .
| Plan/Metric | Weight | Vesting/Conditions |
|---|---|---|
| Director annual stock grant | N/A | Immediate vesting; fixed-value grant; optional deferral available |
Other Directorships & Interlocks
| Category | Item | Notes |
|---|---|---|
| Current public boards | None | No current interlocks with customers/suppliers disclosed |
| Prior public boards | State Farm Mutual Automobile Insurance Company; Domtar Corporation | Historical service; Board independence reaffirmed annually |
| Related-party screening | Annual D&O questionnaire; Audit Committee prior review of material related-party transactions | Transactions approved only if consistent with shareholder interests; no Pamela-specific related-party transactions disclosed |
Expertise & Qualifications
- Legal and executive leadership in a highly regulated industry (Exelon/ComEd), with governance, risk, finance, sustainability, and human capital expertise .
- Active role as Corporate Governance & Nominating Committee Chair, overseeing governance guidelines, independence determinations, committee composition, director compensation recommendations, and shareholder proposals .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Total beneficial ownership (shares) | 39,212 | Includes 31,376 deferred shares |
| Phantom stock units | 1,504 | Legacy program discontinued in 2012; units payable in cash, no voting rights |
| Shares outstanding | 294,018,784 | As of Dec 31, 2024 |
| Ownership as % of outstanding | ~0.013% | 39,212 / 294,018,784 |
| Ownership guidelines | 5× annual cash retainer for directors | $140,000 × 5 = $700,000 guideline |
| Compliance status | Met/exceeded (for those ≥5 years in role) | Board reports all directors in role ≥5 years meet/exceed guidelines; Strobel since 2008 |
| Hedging/pledging | Prohibited | Anti-hedging and anti-pledging policy; pledged shares excluded from guideline calc |
Governance Assessment
- Committee leadership and independence: Positive signal—chairs CG&N; serves on Compensation and Executive; independent status confirmed; full attendance indicates engagement .
- Compensation alignment: Retainer-only structure plus fixed-value stock grants; no meeting fees; optional deferral aligns long-term interests; matching gift program modest .
- Ownership alignment: Material personal stake via direct and deferred shares; compliance with stringent 5× retainer guideline; anti-hedge/pledge prohibitions reduce misalignment risk .
- Conflicts/related-party exposure: No Pamela-specific related-party transactions disclosed; Board independence evaluation cites certain directors with external relationships—not Strobel; annual RPT oversight and robust standards mitigate risk .
- Compensation committee governance: Independent consultant (Meridian) engaged; independence reassessed annually; Strobel is a signatory to the Compensation Committee report—supports rigorous pay governance; no tax gross-ups, double-trigger CIC only .
- Shareholder support: Say-on-pay approvals ~93–94% in 2022–2024, indicating broad support for ITW’s pay practices overseen by committees including Strobel’s CG&N; active shareholder engagement program .
RED FLAGS: None disclosed specific to Strobel. Governance positives include independence, attendance, ownership compliance, and leadership of CG&N. Company-level policies prohibit hedging/pledging and limit CIC severance (double-trigger; no tax gross-ups), reducing misalignment risk .