UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On June 30, 2020, ITT Inc. (the “Company”) announced that, as part of a planned succession process, Emmanuel Caprais will succeed Thomas M. Scalera as the Company’s Chief Financial Officer. On October 1, 2020, Mr. Scalera will step down from the position of Executive Vice President & Chief Financial Officer of the Company. Mr. Scalera will continue as an advisor to the Company through January 6, 2021 to assist the Company in the transition, after which he will separate from the Company. Mr. Caprais, currently Vice President, Finance & Group Chief Financial Officer of the Company, will be promoted to Senior Vice President & Chief Financial Officer of the Company effective October 1, 2020.
A copy of our press release (the “Press Release”), dated June 30, 2020, announcing the transition is filed hereto as Exhibit 99.1 and is incorporated herein by reference.
Caprais biography. Emmanuel Caprais, age 45, joined the Company in 2012 as segment Chief Financial Officer for Motion Technologies, and assumed the same role for the Industrial Process segment in 2017. Mr. Caprais was named Group CFO in March of 2020 in addition to his roles leading the Company’s Financial Planning & Analysis and Investor Relations functions. Prior to joining the Company, Mr. Caprais held Finance leadership roles at Magneti Marelli, and at Valeo in Europe and North America. He holds an MBA from Columbia Business School and a bachelor’s degree in business from Pau Business School, France.
Caprais compensation. In connection with his promotion to Senior Vice President & Chief Financial Officer, the Company’s Board of Directors approved compensation for Mr. Caprais commencing on October 1, 2020 as follows: (1) a base salary of $450,000, (2) target annual incentive plan payout of 70% of his new base salary and (3) upon appointment, an award of $240,000 of performance units and $160,000 of restricted stock units under the Company’s Omnibus Equity Incentive Plan.
Mr. Caprais and his immediate family members are not party to any related party transactions for which disclosure would be required pursuant to Item 404(a) of Regulation S-K. There is no family relationship between Mr. Caprais and any of the Company’s directors or executive officers and no arrangements or understandings with other persons pursuant to which Mr. Caprais was selected as an officer.
Additional items. Mr. Scalera’s resignation is not the result of any disagreement between Mr. Scalera and the Company with respect to any matter relating to the Company’s operations, policies or practices. His separation will be treated as a termination not for cause under the terms of the Company’s executive compensation plans.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
Exhibit Description | |||
| 99.1 |
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| 104 |
Cover Page Interactive Data File (embedded within the Inline XBRL Document). | |||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ITT Inc. | ||||||
| (Registrant) | ||||||
| June 30, 2020 |
By: |
/s/ Mary E. Gustafsson | ||||
| Name: |
Mary E. Gustaffson | |||||
| Title: |
Senior Vice President, General Counsel | |||||
| (Authorized Officer of Registrant) | ||||||