ITT INC.

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to the sum of (x) three (3) times the current annual base salary rate paid at the time of termination of employment, and (y) three (3) times the annual bonus awarded.

(2)

Unvested equity awards reflect the market value of stock based on the Company’s December 31, 2024 closing stock price of $142.88. The value of PSUs under Termination Not for Cause or With Good Reason After Change of Control is calculated using a payout of 123.3%, which is the greater of target payout and last year’s (2024) PSU payout. Termination provisions are set forth in the specific award agreements.

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(3)

No additional ITT Supplemental Retirement Savings Plan payments are made in the event of voluntary or involuntary termination, or termination for cause. Amount reflects the additional cash payment representing Company contributions, which would be made following a change of control as described in the ITT Senior Executive Change in Control Severance Pay Plan.

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(4)

Under the ITT Senior Executive Severance Pay Plan and the ITT Senior Executive Change in Control Severance Pay Plan, eligible executives will continue to receive subsidized healthcare benefits during the severance period for the first six months after termination without cause. Senior executives are eligible for up to one year of outplacement services with an estimated value of $30,000. As a Dirigenti employee (executive), Mr. Barbon’s estate is eligible for a payment of eight times his salary ($4,840,000) in the event of his death. The amounts for Mr. Barbon have been converted from Euros to U.S. Dollars using the 2024 average exchange rate of 1.1.

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(5)

Values in this table show the full payments per the applicable plan documents under the potential termination scenarios. In the event of a change of control a “best net” provision would apply, which provides either an unreduced benefit or a reduction in payments sufficient to avoid triggering an excise tax, whichever is better after-tax.

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CEO PAY RATIO

We are required to calculate and report a reasonable estimate of the ratio of the annual total compensation of our CEO to the median annual total compensation of our other employees. For 2024, we calculated the CEO Pay Ratio to be 332 times the median employee.

The following describes the process we used to identify the median employee in 2024.

The date used to determine the median employee was December 31, 2024. We used annual salary rate as the consistently applied measure to determine the median employee. To account for employees paid in currencies other than in U.S. dollars, we used currency exchange rates as of December 31, 2024 to convert their compensation into U.S. dollars. We started with approximately 10,300 full time, part-time and temporary employees who were paid directly by ITT or our subsidiaries, excluding employees of the kSARIA and Svanehøj businesses that were acquired during fiscal year 2024.

We then excluded all 509 of our employees in Indonesia, Poland, Venezuela, and Vietnam under an applicable exemption for limited numbers of non-U.S. employees. The excluded employees in Indonesia, Poland, Venezuela, and Vietnam represented less than 5% of our total employee population. No cost-of-living adjustments were utilized in identifying our median employee or calculating the annual total compensation.

We identified the median employee to be a full-time hourly employee located in the U.S. We then determined the annual total compensation of the median employee, which included actual annual salary, overtime and contributions to the employee’s 401(k) account. The total annual compensation of our median employee was determined to be $49,988. For 2024, the annual compensation for Mr. Savi was $16,576,505, which is shown in the Summary Compensation Table.

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PAY VERSUS PERFORMANCE

Pursuant to SEC rules adopted in August 2022, we are required to disclose Compensation Actually Paid (“CAP”) to our Principal Executive Officer (“PEO”) and the average CAP to our other

NEOs, as well as the relationship of that pay with the financial performance of the Company, for the past five years.

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(1)

The PEO for each year presented is Luca Savi, who began serving as our Chief Executive Officer and President on January 1, 2019. The non-PEO NEOs for each year presented include the following:

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2024: Emmanuel Caprais, Senior Vice President and Chief Financial Officer; Lori B. Marino, Senior Vice President, Chief Legal Officer, Chief Compliance Officer and Secretary; Bartek Makowiecki, Senior Vice President, Chief Strategy Officer and President, Industrial Process; and Davide Barbon, Senior Vice President and President of Motion Technologies and Asia Pacific.

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2023: Emmanuel Caprais, Senior Vice President and Chief Financial Officer; Lori B. Marino, Senior Vice President, Chief Legal Officer, Chief Compliance Officer and Secretary; Bartek Makowiecki, Senior Vice President, Chief Strategy Officer and President, Industrial Process; Davide Barbon, Senior Vice President and President of Motion Technologies and Asia Pacific; and Carlo Ghirardo, our former Senior Vice President and President of Motion Technologies.

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2022: Emmanuel Caprais, Senior Vice President and Chief Financial Officer; Mary Beth Gustafsson, Senior Vice President and General Counsel; Bartek Makowiecki, Senior Vice President, Chief Strategy Officer and President, Industrial Process; and Davide Barbon, Senior Vice President and President of Asia Pacific.

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2021: Emmanuel Caprais, Senior Vice President and Chief Financial Officer; Mary Beth Gustafsson, Senior Vice President and General Counsel and Corporate Secretary; Ryan Flynn, Senior Vice President and President of Connect & Control Technologies; and Davide Barbon, Senior Vice President and President of Asia Pacific.

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2020: Emmanuel Caprais, Senior Vice President and Chief Financial Officer (effective October 2020); Mary Beth Gustafsson, Senior Vice President and General Counsel; Ryan Flynn, Senior Vice President and President of Connect & Control Technologies; George Hanna, Senior Vice President and President of Industrial Process; and Tom Scalera, Executive Vice President and Chief Financial Officer.

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(2)

The tables below summarize the adjustments made to the Summary Compensation Table total compensation amount to arrive at CAP for our PEO and non-PEO NEOs. Excluded from these adjustments are the following: (i) dividends paid, given that we do not pay any dividends on unvested stock awards; and (ii) pension plan benefits, given none were paid to our PEO or other non-PEO NEOs during any of the years presented.

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(3)

ITT Total Shareholder Return represents the one-, two-, three-, four-, and five-year growth of the value of an initial $100 investment in ITT stock on December 31, 2019, and assumes that any dividends paid are reinvested.

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(4)

The S&P 400 Capital Goods Index, in which ITT is included, was selected as the peer group. The following graph shows a comparison of the total shareholder return for ITT, the S&P 400 Mid Cap Index and the S&P 400 Capital Goods Index over the five years ended December 31, 2024. It shows the share price appreciation of a $100 investment made on December 31, 2019, assuming any dividends are reinvested. This graph updates and corrects the graph that was provided in ITT’s Annual Report on Form 10-K for the year ended December 31, 2024, which was filed with the SEC on February 10, 2025. This updated graph also appears in the 2024 Annual Report to Shareholders.

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(5)

Net income presented is on a GAAP basis.

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(6)

Adjusted EPS was selected as the most important financial metric that links CAP to company financial performance because it is a key factor in our AIP payout and is a driver of stock price. Please refer to Appendix A for the definition of adjusted EPS, the reason we disclose this measure and for a reconciliation to the most directly comparable measure calculated in accordance with GAAP.

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RELATIONSHIP BETWEEN FINANCIAL PERFORMANCE AND EXECUTIVE COMPENSATION

The graphs below compare the compensation actually paid to our Chief Executive Officer and the average of the compensation actually paid to our remaining named executive officers, with (i) our cumulative TSR, (ii) our Peer Group TSR,

(iii) our net income, and (iv) our adjusted EPS, in each case, for the fiscal years ended December 31, 2020, 2021, 2022, 2023 and 2024.

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MOST IMPORTANT FINANCIAL PERFORMANCE MEASURES

The following table lists the most important financial performance measures in 2024 that we used to link compensation actually paid to our PEO and other NEOs to company performance.

For additional discussion of these financial performance measures, refer to the section titled, “Compensation Discussion and Analysis—Elements of Compensation.”