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

three years. Given our PEO, Luca Savi, was appointed CEO effective January 1, 2019, we opted to include four years of pay versus performance history, which is summarized in the table below.

	Summary		Average Summary	Average Compensation	Value of Initial Fixed $100 Investment Based On:
Year	Compensation Table Total for PEO⁽¹⁾	Compensation Actually Paid to PEO⁽²⁾	Compensation Table Total for Non-PEO NEOs⁽¹⁾	Actually Paid to Non-PEO NEOs⁽²⁾	Total Shareholder Return⁽³⁾	Peer Group Total Shareholder Return⁽⁴⁾	Net Income (in millions)⁽⁵⁾	Company- Selected Measure⁽⁶⁾
2022	$6,842,118	$(2,317,626)	$1,979,464	$ 866,354	$176	$183	$367.0	$4.44
2021	7,682,129	16,989,404	1,724,038	2,829,322	218	203	316.3	4.05
2020	6,625,380	5,026,488	1,492,468	1,094,288	163	159	72.5	3.20
2019	7,068,573	12,612,311	1,844,792	4,111,507	155	133	325	3.81

(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:
	•	2022: Emmanuel Caprais, Senior Vice President and Chief Financial Officer; Mary Beth Gustafsson, Senior Vice President and General Counsel; Bartek Makowiecki, Senior Vice President of Strategy and Business Development; and Davide Barbon, Senior Vice President and President of Asia Pacific.
	•	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.
	•	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.
	•	2019: Tom Scalera, Executive Vice President and Chief Financial Officer; Mary Beth Gustafsson, Senior Vice President, General Counsel and Corporate Secretary and Chief Compliance Officer; Farrokh Batliwala, Senior Vice President and President of Connect & Control Technologies; and Carlo Ghirardo, Senior Vice President and President of Motion Technologies.
(2)	The table below summarizes 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.

	PEO												Average of Non-PEO NEOs
Year	2022			2021			2020			2019			2022			2021			2020			2019
Summary Compensation Table Total	$	6,842,118		$	7,682,129		$	6,625,380		$	7,068,573		$	1,979,464		$	1,724,038		$	1,492,468		$	1,844,792
Subtract: Grant Date Fair Value of LTIP Awards Granted During Covered Year		(4,529,297	)		(4,723,075	)		(3,993,378	)		(3,498,822	)		(888,950	)		(720,105	)		(707,784	)		(724,772	)
Add: Fair Value as of 12/31 of Outstanding and Unvested LTIP Awards Granted During Covered Year		2,809,473			7,462,255			3,769,393			5,234,375			522,146			1,137,742			687,058			1,084,288
Add: Change in Fair Value as of 12/31 of Outstanding and Unvested LTIP Awards Granted in Prior Years		(6,016,736	)		6,298,983			(1,003,634	)		3,606,915			(634,570	)		641,171			(234,021	)		1,741,906
Add: Change in Fair Value of LTIP Awards Granted in Prior Years that Vested During Covered Year		(1,423,184	)		269,112			(371,273	)		201,270			(111,736	)		46,476			(143,433	)		165,293
Compensation Actually Paid	$	(2,317,626	)	$	16,989,404		$	5,026,488		$	12,612,311		$	866,354		$	2,829,322		$	1,094,288		$	4,111,507

(3)

ITT Total Shareholder Return represents the one-, two-, three- and four-year growth of the value of an initial $100 investment in ITT stock on December 31, 2018, and assumes that any dividends paid are reinvested.

(4)

The S&P 400 Capital Goods Index, in which ITT is included, was selected as the peer group.

(5)

Net income presented is on a GAAP basis.

(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.

Named Executive Officers, Footnote [Text Block]

(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:
	•	2022: Emmanuel Caprais, Senior Vice President and Chief Financial Officer; Mary Beth Gustafsson, Senior Vice President and General Counsel; Bartek Makowiecki, Senior Vice President of Strategy and Business Development; and Davide Barbon, Senior Vice President and President of Asia Pacific.
	•	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.
	•	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.
	•	2019: Tom Scalera, Executive Vice President and Chief Financial Officer; Mary Beth Gustafsson, Senior Vice President, General Counsel and Corporate Secretary and Chief Compliance Officer; Farrokh Batliwala, Senior Vice President and President of Connect & Control Technologies; and Carlo Ghirardo, Senior Vice President and President of Motion Technologies.
(2)	The table below summarizes 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.

PEO Total Compensation Amount

$ 6,842,118

$ 7,682,129

$ 6,625,380

$ 7,068,573

Adjustment To PEO Compensation, Footnote [Text Block]

(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:
	•	2022: Emmanuel Caprais, Senior Vice President and Chief Financial Officer; Mary Beth Gustafsson, Senior Vice President and General Counsel; Bartek Makowiecki, Senior Vice President of Strategy and Business Development; and Davide Barbon, Senior Vice President and President of Asia Pacific.
	•	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.
	•	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.
	•	2019: Tom Scalera, Executive Vice President and Chief Financial Officer; Mary Beth Gustafsson, Senior Vice President, General Counsel and Corporate Secretary and Chief Compliance Officer; Farrokh Batliwala, Senior Vice President and President of Connect & Control Technologies; and Carlo Ghirardo, Senior Vice President and President of Motion Technologies.
(2)	The table below summarizes 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.

	PEO												Average of Non-PEO NEOs
Year	2022			2021			2020			2019			2022			2021			2020			2019
Summary Compensation Table Total	$	6,842,118		$	7,682,129		$	6,625,380		$	7,068,573		$	1,979,464		$	1,724,038		$	1,492,468		$	1,844,792
Subtract: Grant Date Fair Value of LTIP Awards Granted During Covered Year		(4,529,297	)		(4,723,075	)		(3,993,378	)		(3,498,822	)		(888,950	)		(720,105	)		(707,784	)		(724,772	)
Add: Fair Value as of 12/31 of Outstanding and Unvested LTIP Awards Granted During Covered Year		2,809,473			7,462,255			3,769,393			5,234,375			522,146			1,137,742			687,058			1,084,288
Add: Change in Fair Value as of 12/31 of Outstanding and Unvested LTIP Awards Granted in Prior Years		(6,016,736	)		6,298,983			(1,003,634	)		3,606,915			(634,570	)		641,171			(234,021	)		1,741,906
Add: Change in Fair Value of LTIP Awards Granted in Prior Years that Vested During Covered Year		(1,423,184	)		269,112			(371,273	)		201,270			(111,736	)		46,476			(143,433	)		165,293
Compensation Actually Paid	$	(2,317,626	)	$	16,989,404		$	5,026,488		$	12,612,311		$	866,354		$	2,829,322		$	1,094,288		$	4,111,507

Non-PEO NEO Average Compensation Actually Paid Amount

$ 866,354

2,829,322

1,094,288

4,111,507

Tabular List [Table Text Block]

Most Important Financial Performance Measures

The following table lists the most important financial performance measures in 2022 that we used to link compensation actually paid to our PEO and other NEOs to company performance.

Financial Performance Measure		Explanation
Adjusted EPS		This measure is a factor in our AIP payout and is a driver of our stock price.
Relative TSR		Weighted equally with ROIC, this measure is used to determine PSU payouts, which comprises 60% of each NEO’s annual LTI award value.
ROIC		Weighted equally with relative TSR, this measure is used to determine PSU payouts, which comprises 60% of each NEO’s annual LTI award value.