Form 4: ITT Executive Granted Restricted Stock Units
Statement of Changes in Beneficial Ownership
ITT Inc.'s Vice President and CAO, Cheryl de Mesa Graziano, was granted 205 restricted stock units under the company's incentive plan.
Summary
- Cheryl de Mesa Graziano, Vice President & CAO of ITT Inc., was awarded 205 shares of Common Stock.
- The transaction occurred on December 18, 2025, and was an acquisition (A) of securities.
- The restricted stock units (RSUs) were granted under the ITT Inc. 2011 Omnibus Incentive Plan.
- These RSUs are scheduled to vest ratably on December 18, 2026, December 18, 2027, and December 18, 2028.
- Following this transaction, Ms. Graziano beneficially owns 5,267 shares of Common Stock directly.
- The acquisition price for these RSUs was $0.0, indicating an award rather than a purchase.
Sentiment
Score: 6
Explanation: The filing reports a routine executive compensation event (RSU grant), which is generally a neutral to slightly positive signal as it aligns management interests with shareholders. It does not contain information that would significantly alter the company's financial outlook or operational performance.
Positives
- The grant of restricted stock units aligns the executive's long-term interests with those of the shareholders, promoting retention and performance.
- The award is part of a structured incentive plan, indicating a clear compensation strategy for key management.
Future Outlook
The future outlook for the awarded shares involves a ratable vesting schedule over the next three years, contingent on continued employment and company performance as per the incentive plan terms.
Industry Context
The grant of restricted stock units to a senior executive is a common practice in publicly traded companies across various industries, serving as a key component of long-term incentive compensation to attract, retain, and motivate talent.
Comparison to Industry Standards
- The use of restricted stock units (RSUs) as a form of executive compensation is a standard practice, comparable to compensation structures at peer companies in the industrial manufacturing sector.
- The multi-year ratable vesting schedule is typical for such awards, aligning with best practices for long-term incentive plans designed to foster sustained performance and executive retention.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Application of existing plan | The restricted stock unit award was granted under the ITT Inc. 2011 Omnibus Incentive Plan, demonstrating the ongoing application of the company's established equity compensation framework. | 12/18/2025 | Reinforces the company's commitment to its long-term incentive program for executives, aligning their interests with shareholder value creation. |
Related Party Transactions
- The transaction involves an award of equity securities to a senior executive (Cheryl de Mesa Graziano, Vice President & CAO), which is considered an insider transaction.
Stakeholder Impact
- Shareholders: The grant of RSUs aims to align the executive's performance with shareholder interests, potentially leading to improved long-term value creation.
- Employees: Reflects the company's compensation strategy for its leadership, which can influence overall employee morale and retention strategies.
Next Steps
- The restricted stock units will vest ratably on December 18, 2026, December 18, 2027, and December 18, 2028.
Key Dates
| Date | Description |
|---|---|
| 12/18/2025 | Date of award of restricted stock units to Cheryl de Mesa Graziano. |
| 12/22/2025 | Date the Form 4 filing was signed by Power of Attorney for Cheryl de Mesa Graziano. |
| 12/18/2026 | First vesting date for a portion of the restricted stock units. |
| 12/18/2027 | Second vesting date for a portion of the restricted stock units. |
| 12/18/2028 | Third and final vesting date for a portion of the restricted stock units. |
Keywords
ITT Inc., Form 4, Restricted Stock Units, RSU, Executive Compensation, Insider Transaction, Equity Award, Corporate Governance
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