New ITT (NYSE: ITT) directors Loy and Wheeler expand board to 12
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
ITT Inc. is adding two new independent directors to its Board. On June 29, 2026, the Board elected Bertrand Loy and Kevin Wheeler, with their appointments effective August 1, 2026.
Both are seasoned industrial leaders and have been deemed independent under New York Stock Exchange standards and the company’s governance principles. Loy will join the Audit Committee and Wheeler will join the Nominating and Governance Committee, also effective August 1. In connection with these elections, the Board size will increase from ten to twelve directors.
Positive
- None.
Negative
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8-K Event Classification
2 items: 5.02, 9.01
2 items
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Date of report: June 29, 2026
Effective appointment date: August 1, 2026
Board size increase: 10 to 12 directors
3 metrics
Date of report
June 29, 2026
Date of earliest event reported on Form 8-K
Effective appointment date
August 1, 2026
Start date for Loy and Wheeler as directors and committee members
Board size increase
10 to 12 directors
Size of ITT Board effective August 1, 2026
Key Terms
Audit Committee, Nominating and Governance Committee, independent, restricted stock unit award
4 terms
Audit Committee financial
"The Board appointed Mr. Loy to the Company’s Audit Committee..."
A company's audit committee is a small group of board members who act like independent inspectors for the firm's finances, overseeing how financial reports are prepared, monitoring internal controls, and managing the relationship with external auditors. Investors care because a strong audit committee reduces the risk of accounting errors, fraud, or misleading statements, making financial statements more trustworthy and helping protect shareholder value.
Nominating and Governance Committee financial
"appointed Mr. Wheeler to the Company’s Nominating and Governance Committee..."
A nominating and governance committee is a group of board members tasked with choosing and evaluating directors, planning leadership succession, and setting the company’s board-related rules and ethical standards. Think of it as the company’s hiring and rule-making panel for its top overseers. Its work matters to investors because it shapes who governs the company, how leadership transitions are handled, and whether the board can effectively oversee management and protect shareholder interests.
independent financial
"concluded that Messrs. Loy and Wheeler are each independent under these standards."
restricted stock unit award financial
"each of Messrs. Loy and Wheeler will receive a prorated annual cash retainer and restricted stock unit award..."
A restricted stock unit award is a promise by a company to give an employee a specified number of company shares at a future date if certain conditions are met, such as staying with the company or hitting performance goals. For investors, these awards matter because they can increase the total number of shares outstanding when converted, diluting existing holders, and they align employees’ incentives with shareholders’ interests much like giving a rising bonus that becomes real only after conditions are satisfied.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report: June 29, 2026
(Date of earliest event reported)
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | |||||||||
(Address of principal executive offices) (Zip Code)
(914 ) 641-2000
(Registrant's telephone number, including area code)
Former name or former address, if changed since last report
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On June 29, 2026, the Board of Directors (the “Board”) of ITT Inc. (the “Company”) elected Bertrand Loy and Kevin Wheeler as directors of the Company, effective August 1, 2026. The Board believes that Mr. Loy’s extensive global experience leading industrial and technology-driven manufacturing businesses and Mr. Wheeler’s extensive global industrial manufacturing leadership experience will provide valuable expertise to the Company.
The Board also considered the independence of Messrs. Loy and Wheeler under the New York Stock Exchange listing standards and the Company’s Corporate Governance Principles and concluded that Messrs. Loy and Wheeler are each independent under these standards.
The Board appointed Mr. Loy to the Company’s Audit Committee and appointed Mr. Wheeler to the Company’s Nominating and Governance Committee, in each case effective August 1, 2026.
Neither Mr. Loy nor Mr. Wheeler is a party to any arrangement or understanding pursuant to which he was elected to the Board, nor is either of them, or any of their respective immediate family members, a party, either directly or indirectly, to any transaction with the Company that would be required to be disclosed under Item 404(a) of Regulation S-K. Messrs. Loy and Wheeler will receive compensation for, and be entitled to indemnification in connection with, their service as members of the Board consistent with the Company’s normal arrangements for non-employee directors, as described in the Company’s proxy statement for its 2026 Annual Meeting of Shareholders. As described in the proxy statement, each of Messrs. Loy and Wheeler will receive a prorated annual cash retainer and restricted stock unit award promptly following his election.
In connection with the elections of Messrs. Loy and Wheeler, the Board increased its size from ten to twelve directors, effective August 1, 2026.
A copy of the press release announcing the elections of Messrs. Loy and Wheeler is attached as Exhibit 99.1 hereto and incorporated into this Form 8-K by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |||||||
| 99.1 | Press Release issued by ITT Inc., dated June 29, 2026 | |||||||
| 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 29, 2026 | By: | /s/ Lori B. Marino | |||||||||
Name: | Lori B. Marino | ||||||||||
Title: | Senior Vice President, Chief Legal Officer, Chief Compliance Officer and Secretary | ||||||||||
(Authorized Officer of Registrant) | |||||||||||
Exhibit 99.1
Contact:
Carleen Salvage
+1 914-304-1630
+1 914-304-1630
carleen.salvage@itt.com
ITT Announces Appointment of Bertrand Loy and Kevin Wheeler to Board of Directors
STAMFORD, Conn. – June 29, 2026 – ITT Inc. (NYSE: ITT) today announced the election of Bertrand Loy and Kevin Wheeler to its Board of Directors.
“We are delighted to appoint to the ITT Board two highly accomplished, results-driven leaders,” said ITT Chair of the Board Nazzic S. Keene. “Their appointments reflect our disciplined approach to board refreshment and our focus on adding directors with capabilities and skillsets aligned with the strategic direction and business goals of ITT.”
“Bertrand brings a powerful combination of public company CEO experience, global manufacturing and supply chain leadership, and a strong record of scaling technology-driven industrial businesses driven by both organic and inorganic growth. His expertise in strategy, operational excellence, capital allocation and M&A integration will be highly relevant as ITT advances its portfolio and growth priorities,” said ITT Chief Executive Officer and President Luca Savi.
Savi continued, “Kevin has led a multibillion-dollar global industrial manufacturing enterprise, with deep experience across operations and sales, M&A and executive talent development. His track record of building high-performing teams, expanding global businesses and creating shareholder value will bring valuable perspective as we continue to strengthen ITT’s execution rigor and pursue disciplined growth. We are pleased to welcome both Bertrand and Kevin to the Board.”
The appointments are effective as of August 1, 2026. The Board also appointed Mr. Loy to the Audit Committee and Mr. Wheeler to the Nominating and Governance Committee, in each case effective August 1, 2026.
Exhibit 99.1
About Bertrand Loy
Mr. Loy is Executive Chairman and former Chief Executive Officer of Entegris, Inc. (Nasdaq: ENTG), a global supplier of advanced materials and process solutions for the semiconductor and other high-technology industries. He served as Chief Executive Officer from 2012 to 2025 and was appointed Executive Chairman in 2025. Earlier in his tenure at Entegris, he held senior leadership roles, including Chief Operating Officer and Executive Vice President of Global Supply Chain and Manufacturing.
Mr. Loy also serves as an independent director of Ashland Inc. (NYSE: ASH), where he is a member of the Audit Committee and the Governance and Nominating Committee. He brings extensive global leadership experience and deep expertise in innovation and financial management. He holds an MBA from ESSEC Business School in France.
About Kevin Wheeler
Mr. Wheeler is Executive Chairman and former Chief Executive Officer of A. O. Smith Corporation (NYSE: AOS), a global water technologies manufacturer serving customers in more than 60 countries. He served as Chief Executive Officer from 2018 to 2025 and became Executive Chairman in 2025. During his more than 30-year career with A. O. Smith, Mr. Wheeler has held leadership roles spanning sales, marketing, international business development, global operations, manufacturing and engineering.
Mr. Wheeler also serves as an independent director of Graco Inc. (NYSE: GGG), where he is a member of the Management Organization and Compensation Committee and the Governance Committee. Mr. Wheeler holds a Bachelor of Science degree in Finance from the University of Nevada and completed the Advanced Management Program at Harvard Business School.
About ITT
ITT is a diversified leading manufacturer of highly engineered critical components and customized technology solutions for the transportation, industrial, nutrition and health and energy markets. The company operates through three value centers: Flow Technologies, Motion Technologies and Connect & Control Technologies. Building on its heritage of innovation, ITT partners with its customers to deliver enduring solutions to the key industries that underpin our modern way of life. ITT is headquartered in Stamford, Connecticut, with employees in more than 40 countries and sales in approximately 125 countries. For more information, visit www.itt.com.
ITT-O
FAQ
What board changes did ITT (ITT) announce in this Form 8-K?
ITT announced the election of Bertrand Loy and Kevin Wheeler to its Board of Directors, effective August 1, 2026. Their appointments expand the board and add experienced industrial leaders to key governance committees.
When do the new ITT (ITT) director appointments become effective?
The appointments of Bertrand Loy and Kevin Wheeler to ITT’s Board become effective on August 1, 2026. Their committee assignments to the Audit and Nominating and Governance Committees also take effect on that date.
How does the ITT (ITT) board size change with these appointments?
With the elections of Bertrand Loy and Kevin Wheeler, ITT’s Board of Directors will increase from ten to twelve members, effective August 1, 2026. This change reflects the addition of two new independent directors.
Are the new ITT (ITT) directors considered independent?
Yes. ITT’s Board determined that Bertrand Loy and Kevin Wheeler are independent under New York Stock Exchange listing standards and the company’s Corporate Governance Principles, supporting their roles on key board committees.
Which ITT (ITT) board committees will Bertrand Loy and Kevin Wheeler join?
Bertrand Loy will join ITT’s Audit Committee, while Kevin Wheeler will join the Nominating and Governance Committee. Both committee appointments are effective August 1, 2026, aligning with their start dates as directors.
How will ITT (ITT) compensate the newly appointed directors?
Bertrand Loy and Kevin Wheeler will receive compensation consistent with ITT’s normal arrangements for non-employee directors. Each will receive a prorated annual cash retainer and a restricted stock unit award following election, as described in ITT’s 2026 proxy statement.