Richard H. Lenny

About Richard H. Lenny

Richard H. Lenny (age 73) is ITW’s Independent Lead Director, serving on the Board since 2014 and elected Lead Director annually since 2020; he is also Non‑Executive Chairman of Conagra Brands, Inc. . He is independent under NYSE and ITW categorical standards; the Board reviewed director relationships and determined his external affiliations are not material and do not impair independence. In 2024, he attended 100% of Board, committee, and the Annual Meeting sessions; non‑employee directors held five executive sessions alongside regular meetings .

Past Roles

External Roles

Board Governance

• Current ITW committee assignments: Compensation Committee (Chair), Corporate Governance & Nominating Committee (member), Executive Committee (member) .
• Lead Independent Director responsibilities include presiding at executive sessions, agenda setting with the Chair/CEO, calling independent director meetings, shareholder availability, and CEO/Board evaluation processes; Lenny has been elected Lead Director annually since 2020 .
• Independence: Board determined Lenny is independent; it noted that some directors (including Lenny) serve on boards of companies that are ITW customers/suppliers, concluding these relationships were not material under its independence standards .
• Attendance/engagement: Board met five times; all directors had 100% attendance across Board/committees and attended the Annual Meeting; non‑employee directors held five executive sessions .

Fixed Compensation

• ITW uses retainer‑only director compensation with no meeting fees; directors may elect to receive cash retainers in stock; deferral available .
• Standard 2024 cash elements and roles-based fees:
  • Annual cash retainer: $140,000
  • Lead Director fee: $45,000
  • Committee chair fees: Compensation $25,000; Corporate Governance & Nominating $20,000; Finance $15,000; Audit $25,000; Executive $5,000
• 2024 Lenny compensation (director):
  • Fees earned/paid in cash: $210,000 (consistent with $140k base + $45k Lead Director + $25k Compensation Chair)
  • All other compensation: $15,000 (charitable matching program)
  • Total 2024 director comp: $409,891 (includes equity below)

Performance Compensation

• Annual director equity grant: approximately $185,000 grant-date value; for 2024 this equated to 758 shares issued May 3, 2024; grants vest immediately to avoid entrenchment. Lenny elected to defer receipt of his entire 2024 stock grant .

Director equity awards and recent Form 4 activity:

Notes:

• 2024 stock awards for all non‑employee directors were granted May 3, 2024 and valued at ~$185,000; Lenny deferred his grant .
• No director stock options are listed for non‑employee directors; the director program is structured around stock grants and retainers .

Other Directorships & Interlocks

• Current public board: Conagra Brands, Inc. (Non‑Executive Chairman; Chairs Executive and Nominating & Corporate Governance; member HR) .
• Interlocks/relationships: The Board disclosed that Messrs. Brutto, Henderson and Lenny and Ms. Grier serve as directors of companies with existing customer/supplier relationships with ITW, and concluded these were not material and did not impair independence .

Expertise & Qualifications

• Board-cited qualifications for Lenny include strategy, finance, supply chain management and distribution, human resources, sustainability and corporate social responsibility, derived from CEO/board leadership at large public companies .
• As ITW Compensation Committee Chair, he oversees pay philosophy, incentive plan design, risk review, and the independent compensation consultant relationship (Meridian) aligned to peer benchmarking and governance practices .

Equity Ownership

Additional recency snapshot (Form 4):

• 2025 post‑grant beneficial ownership reported at 20,793 shares following a 763‑share award (filed 2025‑05‑06 for 2025‑05‑02 transaction) .

Governance Assessment

• Strengths and indicators of board effectiveness

  • Independent Lead Director with clearly defined authorities (agenda setting, executive sessions, CEO/Board evaluations, investor availability); annual re‑election as Lead since 2020 underscores confidence in his leadership .
  • Compensation Committee Chair with robust practices (independent consultant; performance‑oriented executive compensation design; clawback policy; anti‑hedging/pledging; strong say‑on‑pay results averaging 93.9% in 2022–2024) .
  • Alignment and engagement: 100% attendance; retainer‑only model with immediate‑vesting equity; ability to convert cash to stock and defer equity support alignment and long‑term focus .

• Potential risks/alerts to monitor

  • Interlocks: Board noted Lenny is among directors serving on boards of companies with customer/supplier relationships with ITW; it deemed these ties immaterial, but such connections warrant routine monitoring for conflicts and recusals as needed .
  • Tenure/retirement horizon: ITW’s mandatory retirement age is 75; at age 73, succession planning for Lead Director responsibilities should be considered over the near term .
  • Time commitments: ITW limits outside public boards to ensure adequate capacity; Lenny currently serves as Non‑Executive Chairman of Conagra; compliance with ITW’s limits is overseen by the Corporate Governance & Nominating Committee .

• Related‑party safeguards

  • Formal independence review annually; related‑party transactions subject to Code of Conduct/by‑laws/Guidelines and Audit Committee oversight; no Lenny‑specific related‑party transactions disclosed .

• Insider activity

  • Recent activity limited to director stock awards; no open‑market sales disclosed in 2024–2025 Form 4s reviewed .

Overall: Lenny brings deep consumer/operations governance experience, strong engagement as Lead Independent Director and Compensation Chair, high attendance, compliance with ownership/anti‑hedging standards, and no disclosed conflicts beyond immaterial interlocks the Board already evaluated .