Susan Crown
ILLINOIS TOOL WORKSAbout Susan Crown
Independent director since 1994 (age 66). Chair and CEO of Owl Creek Partners, LLC; founder of Susan Crown Exchange. Former Vice President of Henry Crown and Company (1984–2015). Serves as Executive Committee Chair and sits on Compensation and Corporate Governance & Nominating Committees. Other civic roles include Chair Emeritus of Rush University Medical Center/Rush System for Health and director of The Brookings Institution .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Henry Crown and Company | Vice President | 1984–2015 | Executive experience in diversified manufacturing, governance and strategy |
| Yale Corporation | Fellow (two terms) | Not disclosed | University governance experience |
| Owl Creek Partners, LLC | Chairman & CEO | 2010–present | Private equity leadership |
| Susan Crown Exchange | Founder | Not disclosed | Social investment leadership |
External Roles
| Organization | Role | Public/Private | Committees |
|---|---|---|---|
| Northern Trust Corporation | Director | Public | Corporate Governance; Human Capital & Compensation |
| Rush University Medical Center / Rush System for Health | Chair Emeritus | Non‑profit | Leadership oversight |
| The Brookings Institution | Director | Non‑profit | Board service |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Independent director; Board concluded Northern Trust relationship not material to independence |
| Committees | Executive (Chair); Compensation; Corporate Governance & Nominating |
| Attendance | 2024: All directors attended 100% of Board and committee meetings and the Annual Meeting |
| Board/Committee evaluation | Annual board, committee, and peer review processes in place |
| Executive sessions | Non‑employee directors met in executive session five times in 2024 |
| Tenure on Board | Director since 1994 |
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Annual Cash Retainer | $140,000 | Retainer-only model; no meeting fees |
| Executive Committee Chair retainer | $5,000 | Committee chair fee schedule |
| Cash fees reported (Crown) | $145,000 | Sum reflects base + Executive Committee Chair fee |
| Annual Stock Grant | $184,891 (758 shares) | Fixed-value equity; issued May 3, 2024; immediate vesting; Crown elected to defer entire grant |
| All Other Compensation | $15,000 | Company matching gifts (max $15,000) |
| Total (Crown) | $344,891 | FY2024 non‑employee director total |
Additional context:
- 2024 director fee levels unchanged vs 2023; 2023 increased cash retainer to $140k and stock grant to $185k .
Directors’ Deferred Fee Plan:
- Directors may defer cash and/or stock; deferred cash credited at 120% of applicable federal long-term rate; stock deferrals credited as stock units with dividend equivalents until payout .
Performance Compensation
| Director Performance Metrics | Structure | Notes |
|---|---|---|
| None (for directors) | Equity is fixed‑value with immediate vesting (no performance conditions) | ITW uses performance metrics for executives; director equity is not performance‑based |
Other Directorships & Interlocks
| Counterparty | Nature of Interlock/Relationship | Board View |
|---|---|---|
| Northern Trust Corporation | Crown is a director at NTRS; ITW has a commercial banking relationship with Northern Trust Company | Board determined the relationship is not material and does not impair independence |
Expertise & Qualifications
- Executive experience in diversified manufacturing, management, corporate governance, and strategy .
- Long-standing public company board service in financial services (Northern Trust) .
Equity Ownership
| Holder | Shares Beneficially Owned | Phantom/Deferred Units | Percent of Class | Notes |
|---|---|---|---|---|
| Susan Crown | 64,638 | 7,021 | <1% | Includes 4,000 shares held by spouse; 4,000 in trusts for children (disclaimed); and 19,011 deferred shares; ITW had 294,018,784 shares outstanding at 12/31/24 |
| Policy | Non‑employee directors must hold 5x annual cash retainer; all directors with 5+ years meet/exceed; anti‑hedging and anti‑pledging policy in effect since 2013 |
Governance Assessment
-
Strengths
- Deep board tenure and leadership as Executive Committee Chair; 100% meeting and Annual Meeting attendance in 2024 supports engagement .
- Independent, despite banking interlock; Board assessed and concluded no material conflict .
- Pay structure aligned with shareholders (fixed‑value equity; ability to defer; robust stock ownership guidelines; anti‑hedging/anti‑pledging) .
- Member of Compensation Committee with independent consultant (Meridian) and no consultant conflicts identified; participates in formal CD&A oversight/report .
-
Watch items / potential red flags
- Very long tenure (since 1994) may raise perceived independence concerns at some institutions despite formal independence determinations; continued annual independence and performance evaluations mitigate this .
- Interlock: Director at Northern Trust while ITW maintains a banking relationship; currently deemed immaterial, but merits periodic review .
-
Alignment signals
- Meaningful beneficial ownership and use of deferrals (including 19,011 deferred shares and full deferral of 2024 equity grant) indicate long‑term alignment; directors with 5+ years meet ownership guidelines .