INTRODUCTION

We strive to maintain the highest standards of corporate governance and ethical conduct. Maintaining full compliance with the laws, rules and regulations that govern our business, and reporting results with accuracy and transparency, are critical to those efforts. We monitor developments in the area of corporate governance, consider the feedback of our shareholders, and reviewsreview our processes and procedures in light of these developments.this input. We also review federal and state laws affecting corporate governance, as well as rules and requirements of the New York Stock Exchange (the "NYSE"“NYSE”). We implement other corporate governance practices that we believe are in the best interests of the Company and its shareholders.

We also understand that corporate governance practices evolve over time, and we seek to maintain practices whichthat provide the right framework for our Company to operate within, whichoperations at that time, that are of value to our shareholders and whichthat positively aid in the governance of the Company. Following are some of our key corporate governance practices:

The following sections provide an overview of ITT'sITT’s corporate governance structure and processes, including the independence criteria and other criteria we use in selecting director nominees;nominees, our leadership structure;structure, and certain responsibilities and activities of the Board of Directors and its committees.

The Board of Directors has adopted the Principles, which govern the operationoperations of the Board of Directors and its committees and guide the Board of Directors and ITT'sITT’s leadership team in the execution of their responsibilities. The Nominating and Governance Committee is responsible for overseeing the PrinciplesPrinciples. The Nominating and Governance Committee reviews themthe Principles at least annually and makes recommendations to the Board of Directors for updates in response to changing regulatory requirements, issues raised by shareholders or other stakeholders, changing regulatory requirements or otherwise as circumstances warrant. The Board may amend, waive, suspend or repeal any of the Principles at any time, with or without public notice, as it determines necessary or appropriate in the exercise of the Board'sBoard’s judgment or fiduciary duties. As noted above, we have posted the Principles on our website at: www.itt.com/investors/governance/. Among other matters, thecorporate-governance. The Principles include the following items concerning the Board:

Although the Board may determine to combine the roles of ChairmanChair and Chief Executive Officer in the future, since 2011 the Board has determined that having separate individuals holdholding the ChairmanChair and Chief Executive Officer positions is the right leadership structure for the Board.Company. This structure allows our Chief Executive Officer to focus on the operations of our business while the independent ChairmanChair focuses on leading the Board in its responsibilities. The Board most recently considered the appropriate leadership structure for the Board as part of the recently completed CEO transition and, taking into account feedback from our shareholders, confirmed that this separation continues to be in the best interests of ITT’s shareholders at this time as well as for the foreseeable future.

THE BOARD’S ROLE IN LEADERSHIP SUCCESSION PLANNING

The Board is actively engaged in our talent management program. The Compensation and Human Capital Committee oversees the process for succession planning for the CEO and other senior executives and updates the full Board in its executive sessions. The Board holds a formal succession planning and talent review session each summer. These sessions include the identification and development of internal candidates and assessment of key capabilities, desired leadership skills, and the ability to influence our business and strategic direction consistent with our core values. As part of the succession planning process, the CEO, working with the Board, also reviews and maintains an emergency succession plan for the position of CEO.

Directors interact with ITT leaders through Board presentations and discussions, as well as through informal events and interactions throughout the year such as lunch, dinner, and small group and planned one-on-one sessions.

DIRECTORS’ QUALIFICATION AND SELECTION PROCESS

BOARD MEMBERSHIP CRITERIA

The Nominating and Governance Committee regularly considers and reviews with the Board the appropriate skills and characteristics for Board members in fulfilling its responsibility to identify and recommend qualified candidates for membership on the Board.

The Corporate Governance Principles state that as part of the membership criteria for new Board members, individuals who are nominated are expected to have significant accomplishments and recognized business stature and possess attributes and experiences such as diversity, management skills and business, technological and international experience. The Nominating and Governance Committee’s top priority is therefore ensuring that the Board is composed of directors who bring diverse viewpoints and perspectives, exhibit a variety of skills, professional experience and backgrounds, and effectively represent the long-term interests of shareholders.

Additional criteria for identifying and evaluating candidates for the Board include:

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DIRECTOR SKILLS

Our director nominees possess relevant experience, skills and qualifications which contribute to a well-functioning Board that effectively oversees the Company’s strategy and management. All of our director nominees bring to the Board a wealth of executive leadership experience derived from their diverse professional backgrounds and areas of expertise. As a group, they have global industrial and financial expertise, public company board experience and sound business acumen.

BOARD DIVERSITY

The Board actively seeks to consider diverse candidates for membership on the Board when it has a vacancy to fill and includes diversity as a specific factor when conducting any search for candidates. In identifying and evaluating candidates for the Board, the Nominating and Governance Committee considers the diversity of the Board, including diversity of skills, experience and backgrounds, as well as ethnic and gender diversity. We believe that our Board nominees appropriately reflect a diversity of skills, of professional, gender, ethnic and personal backgrounds, and of experience.

			27%
			female
			27%
			racially/ethnically diverse
			36%
			citizens of non-U.S. countries*
	*	In some cases in addition to the U.S.

BOARD TENURE

The Board also strives to maintain an appropriate balance of tenure and turnover among directors. The Board believes that there are significant benefits from the valuable experience and familiarity with the Company and its people and processes that longer-tenured directors bring, as well as significant benefits from the fresh perspective and ideas brought by new directors. We believe that our Board strikes the right balance of longer serving and newer directors.

PROCESS FOR IDENTIFYING AND SELECTING NEW BOARD MEMBERS

The Nominating and Governance Committee identifies director candidates through a variety of sources including an independent search firm, personal references, and business contacts.

Shareholders who wish to recommend candidates may contact the Nominating and Governance Committee in the manner described in “Communication with the Board of Directors.” Shareholder nominations must be made according to the procedures required by our Amended and Restated By-laws (the “By-laws”) and described in this Proxy Statement under the heading “Information about the Proxy Statement & Voting.” Shareholder recommended candidates and shareholder nominees whose nominations comply with these procedures and who meet the criteria referred to above will be evaluated by the Nominating and Governance Committee in the same manner as other nominees.

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A key component to the nomination (and re-nomination) process is the Nominating and Governance Committee’s consideration of the results of the Board’s evaluation process. The results generated from this evaluation process include nominee attributes and experiences that will individually and collectively complement the existing Board, taking into account the Board’s needs for expertise and recognizing that the Company’s businesses and operations are diverse and global in nature.

Prior to recommending nominees for election as directors, the Nominating and Governance Committee, and then the full Board of Directors, engages in a deliberative process and considers the following to ensure that the nominee will contribute to an effective Board of Directors:

Biographical information for each candidate for election as a director is evaluated and candidates for election participate in interviews with existing Board members and management. Each candidate is subject to thorough background checks and nominees must meet the requirements of the Company’s By-laws and the Corporate Governance Principles.

BOARD AND COMMITTEE EVALUATION PROCESS

We recognize the critical role that Board and committee evaluations play in ensuring the effective functioning of our Board. Our Board annually evaluates the performance of the Board and its committees. As part of the Board’s self-assessment process, directors complete questionnaires that consider various topics related to Board composition, structure, effectiveness, and responsibilities, as well as the overall mix of director skills, experience, and backgrounds. As set forth in its charter, the Nominating and Governance Committee oversees the Board and committee evaluation process. Annually, the Nominating and Governance Committee reviews the questionnaires and the process and considers whether changes are recommended.

TOPICS CONSIDERED DURING THE BOARD AND COMMITTEE SELF-ASSESSMENTS INCLUDE:

The Company’s Corporate Secretary aggregates and summarizes all of the directors’ responses to the questionnaires, highlighting comments and year-over-year trends. Responses are not attributed to specific Board or committee members to promote candor. These summaries are shared with the Board and committee members to inform their review and discussion. The Chair of the Nominating and Governance Committee, with support from the Corporate Secretary, leads a discussion of the Board and committee results at the Nominating and Governance Committee meeting as well as with the full Board. Each committee chair, with support from the Corporate Secretary, leads a discussion at their committee meeting of their individual assessments. As a result of these discussions, an action plan is created and practices are updated based on the self-assessment observations and suggestions. As an outcome of these discussions, directors share relevant feedback with management and suggest changes or areas of improvement or focus.

In addition to the in-person review of the results of the Board and committee self-assessments, at least once per year our independent Chair has individual one-on-one discussions with each director to elicit any further information about their views on

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telephonically.

The Board has adoptedan Audit Committee, a written Related Party Transaction Policy (the "Policy")Compensation and Human Capital Committee, and a Nominating and Governance Committee. The following table summarizes the current membership of each Committee:

		Compensation
		and Human	Nominating and
Name	Audit	Capital	Governance
Orlando D. Ashford
Geraud Darnis
Donald DeFosset, Jr.
Nicholas C. Fanandakis
Richard P. Lavin
Mario Longhi
Rebecca A. McDonald
Timothy H. Powers
Luca Savi
Cheryl L. Shavers
Sabrina Soussan
Chair

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BOARD AND COMMITTEE ROLES IN OVERSIGHT OF RISK

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OVERVIEW OF COMMITTEES

The charters of each of the Audit, Compensation and Human Capital and Nominating and Governance Committees conform with the applicable NYSE listing standards, and each committee reviews its charter at least annually, and as regulatory developments and business circumstances warrant. Each of the committees considers revisions to its respective charter from time to time to reflect evolving best practices. The descriptions below of the roles and responsibilities of each of the committees of the Board are qualified by reference to the complete committee charters, which are available on our website at www.itt.com/investors/corporate-governance.

AUDIT COMMITTEE

Attendance	Responsibilities
Meetings Held in 2020: 8 Committee Members Timothy H. Powers (Chair) Geraud Darnis Donald DeFosset, Jr. Nicholas C. Fanandakis Mario Longhi Sabrina Soussan	Purpose: assist the Board of Directors in fulfilling its responsibility to oversee management’s conduct of the financial reporting process. The Audit Committee is primarily responsible for: ■reviewing and discussing with management and the independent auditor the annual audited and quarterly unaudited financial statements and approving those financial statements for inclusion in the Company’s public filings; ■reviewing and overseeing the Company’s selection and application of accounting principles and matters relating to the Company’s internal controls and disclosure controls and procedures; ■overseeing the Company’s compliance with legal and regulatory requirements, including reviewing the effect of regulatory and accounting initiatives on the Company’s financial statements; ■overseeing the structure and scope of the Company’s internal audit function; and ■overseeing the Company’s policies on risk assessment and management. The Audit Committee is also directly responsible for the selection and oversight of the Company’s independent registered public accounting firm, including determining the firm’s qualifications, independence, scope of responsibility and compensation.
Audit Committee Report, Page 35

The Audit Committee has established policies and procedures for the pre-approval of all services by our independent registered public accounting firm. The Audit Committee also has established procedures for the receipt, retention and treatment, on a confidential basis, of complaints received regarding accounting, internal controls and auditing matters. Additional details on the role of the Audit Committee may be found in “Ratification of the Independent Registered Public Accounting Firm (Proxy Item No. 2)” later in this Proxy Statement.

The Board of Directors has determined that addresseseach member of the reporting, reviewAudit Committee is financially literate and approval or ratificationindependent, as defined by the rules of transactionsthe SEC and the NYSE’s listing standard, as well as independent under the Principles. Although more than one member of the Audit Committee satisfies the relevant requirements, the Board of Directors has identified Timothy H. Powers as the Audit Committee financial expert. The Board of Directors has evaluated the performance of the Audit Committee consistent with related parties. regulatory requirements.

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COMPENSATION AND HUMAN CAPITAL COMMITTEE

Attendance	Responsibilities
Meetings Held in 2020: 8 Committee Members Orlando Ashford (Chair) Geraud Darnis Nicholas Fanandakis Mario Longhi Rebecca A. McDonald Cheryl L. Shavers	Purpose: provide oversight of the compensation and benefits provided to employees of the Company. The Compensation and Human Capital Committee evaluates and approves the compensation plans, policies and programs for the Chief Executive Officer and the other executive officers of ITT Inc., and approves awards under the Company’s equity incentive plans. Its responsibilities also include: ■  setting annual performance goals and objectives with respect to the Chief Executive Officer; ■  approving annual performance objectives, reviewing performance and approving individual compensation actions for the other executive officers; ■  reviewing and discussing the Company’s talent review and development process, succession planning process for executive officers (including the CEO) and other critical senior management roles; ■  providing oversight of the Company’s human capital management programs, including diversity, equity and inclusion programs and management development; and ■  approving the Compensation Discussion and Analysis included in the Company’s annual proxy statement.
Compensation and Human Capital Committee Report, Page 68

The Policy covers (butname of the committee was changed from the Compensation and Personnel Committee in 2020. The Board of Directors has determined that each member of the Compensation and Human Capital Committee is not limited to) those related party transactionsindependent, as defined by the rules of the SEC and relationships required to be disclosedthe NYSE’s listing standard, as well as independent under Item 404(a)the Principles and Section 2.10 of the Company’s By-laws. In addition, each committee member is a “non-employee director” as defined in Rule 16b-3 under the Securities Exchange Commission's (the "SEC"Act of 1934 (“Exchange Act”) Regulation S-K, and applies to each director or executive officer. The Board of Directors has evaluated the performance of the Company; any nominee for election as aCompensation and Human Capital Committee consistent with regulatory requirements.

NOMINATING AND GOVERNANCE COMMITTEE

Attendance

Responsibilities

Meetings Held in 2020: 6 Committee Members Donald DeFosset, Jr. (Chair) Orlando D. Ashford Rebecca A. McDonald Timothy H. Powers Cheryl L. Shavers Sabrina Soussan

Purpose: ensure that the Board of Directors is appropriately constituted to meet its fiduciary obligations to shareholders of the Company. The Nominating and Governance Committee oversees the practices, policies and procedures of the Board and its committees. Responsibilities include: ■ evaluating the size, composition, governance and structure of the Board and the qualifications, compensation and retirement age of directors; ■  identifying, evaluating and proposing nominees for election to the Board; ■  considering the independence and possible conflicts of interest of directors and executive officers and ensuring compliance with applicable laws and NYSE listing standards; and ■  overseeing the Company’s overall enterprise risk management program. The Nominating and Governance Committee is charged with: ■  overseeing the self-evaluations of the Board and its committees; ■  reviewing the Principles; ■  reviewing material related party transactions in accordance with our Related Party Transactions Policy; ■  monitoring our directors’ outside engagements and administering our director resignation procedures when there is a change in a director’s employment status; and ■  evaluating the compensation program for the non-management directors. The Committee also maintains an informed status on the Company’s sustainability initiatives and on activities involving community relations and philanthropy.

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The Board of the Company; any security holder who is known to the Company to own of record or beneficially more than 5% of any class of the Company's voting securities; and any immediate familyDirectors has determined that each member of any of the foregoing persons (each, a "Related Party").

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

None of the members of the Compensation and PersonnelHuman Capital Committee during 20162020 or as of the date of this Proxy Statement havehas been an officer or employee of the Company and no executive officer of the Company served on the compensation committee or board of any company that employed any member of our Compensation and PersonnelHuman Capital Committee or Board of Directors.

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Director SelectionCOMMUNICATION WITH THE BOARD OF DIRECTORS

Shareholders and Composition

In fulfilling its responsibilityother interested parties may contact any of our directors (including the non-executive Chair), a committee of the Board, the Board’s non-management directors as a group, or the Board as a whole by writing to identify and recommendthem c/o ITT Inc., 1133 Westchester Avenue, White Plains, NY 10604, Attention: Corporate Secretary. Communications are distributed to the Board, or to any individual director(s), as appropriate under the facts and circumstances. Junk mail, advertisements, product inquiries or complaints, resumes, spam and surveys are not forwarded to the Board. Material that is threatening, unduly hostile or similarly inappropriate will also not be forwarded, although any non-management director may request that any communications that have been excluded be made available.

POLICIES FOR APPROVING RELATED PARTY TRANSACTIONS

The Board has adopted a written Related Party Transaction Policy (the “Policy”) that addresses the reporting, review and approval or ratification of Directors qualified candidatestransactions with related parties. The Policy covers (but is not limited to) those related party transactions and relationships required to be disclosed under Item 404(a) of the SEC’s Regulation S-K, and applies to each director or executive officer of the Company, any nominee for membershipelection as a director of the Company, any security holder who is known to the Company to own of record or beneficially more than 5% of any class of the Company’s voting securities, and any immediate family member of any of the foregoing persons (each, a “Related Party”).

The Company recognizes that transactions with Related Parties may involve potential or actual conflicts of interest and pose the risk that they may be, or be perceived to have been, based on considerations other than the Board,Company’s best interests. Accordingly, as a general matter, the Company seeks to avoid such transactions. However, the Company recognizes that in some circumstances transactions between Related Parties and the Company may be incidental to the normal course of business, may provide an opportunity that is in the best interests of the Company to pursue, or may not otherwise be inconsistent with the best interests of the Company. In other cases it may be inefficient for the Company to pursue an alternative transaction. The Policy therefore is not designed to prohibit Related Party transactions; rather, it is designed to provide for timely internal reporting of such transactions and appropriate review, oversight and public disclosure of them. The Policy supplements the provisions of our Code of Conduct concerning potential conflict of interest situations. Under the Policy, an amendment to an arrangement that is considered a Related Party transaction is, unless clearly incidental in nature, considered a separate Related Party transaction.

The Policy provides for the Nominating and Governance Committee takes into accountto review all Related Party transactions and, wherever possible, to approve such transactions in advance of any such transaction being given effect. In connection with approving or ratifying a variety of factors. Directors of the Company must be persons of integrity, with significant accomplishments and recognized business stature. In addition, the Principles state that as part of the membership criteria for new Board members, individuals must possess such attributes and experiences as are necessary to provide a broad range of personal characteristics including diversity, management skills and business, technological and international experience, among others. The Nominating and Governance Committee's top priority is therefore ensuring that the Board is composed of directors who bring diverse viewpoints and perspectives, exhibit a variety of skills, professional experience and backgrounds, and effectively represent the long-term interests of shareholders. The Board actively seeks to consider diverse candidates for membership on the Board when it has a vacancy to fill and includes diversity as a specific factor when conducting any search for candidates.

As part of its process in identifying new candidates to join the Board,Related Party transaction, the Nominating and Governance Committee considers, in light of the relevant facts and circumstances, whether and to what extent,or not the candidate's attributes and experiences will individually and collectively complement the existing Board, evaluating the current Board's needs for expertise and recognizing that ITT's businesses and operations are diverse and globaltransaction is in, nature and that needs can change over time. On an annual basis, as part of its self-evaluation, the full Board of Directors assesses whether its overall mix of directors is appropriate for the Company.

Board recruitment is an ongoing process and the Board strives to maintain an appropriate balance of tenure, turnover, diversity and skills on the Board. The Board believes that there are significant benefits from the valuable experience and familiarityor consistent with, the best interests of the Company, and its people and processesincluding, as applicable, consideration of the following factors:

■	the position within or relationship of the Related Party with the Company;
■	the materiality of the transaction to the Related Party and the Company, including the dollar value of the transaction, without regard to profit or loss;
■	the business purpose for and reasonableness of the transaction, taken in the context of the alternatives available to the Company for attaining the purposes of the transaction;
■	whether the transaction is comparable to a transaction that could be available on an arms-length basis or is on terms that the Company offers generally to persons who are not Related Parties;
■	whether the transaction is in the ordinary course of our business and was proposed and considered in the ordinary course of business; and
■	the effect of the transaction on our business and operations, including on the Company’s internal control over financial reporting and system of disclosure controls or procedures, and any additional conditions or controls (including reporting and review requirements) that should be applied to such transaction.

The Policy provides standing pre-approval for certain types of transactions that longer-tenured directors bring, as well as significant benefits from the fresh perspective and ideas brought by new directors. Since the beginning of 2013, we have added five new independent directors who have brought valuable and varied experience to our Board.

Prior to recommending nominees for election as directors, the Nominating and Governance Committee engageshas determined do not pose a significant risk of conflict of interest, either because a Related Party would not have a material interest in a deliberative, evaluative processtransaction of that type or due to ensure each nominee possesses the skills and attributes that individually and collectively will contributenature, size and/or degree of significance to an effective board of directors. Biographical information for each candidate for election as a directorthe Company. The Policy is evaluated and candidates for election participate in interviews with existing Board members and management. Each candidate is subject to thorough background checks and nominees must meet the requirements of the Company's Amended and Restated By-laws (the "By-laws") and the Principles. Director nominees must be willing to commit the requisite time for preparation and attendance at regularly scheduled board and committee meetings and participation in other matters necessary for good corporate governance.re-evaluated periodically.

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During 2016, eleven individuals served on ITT's Board, including a new independent director, Nicholas C. Fanandakis, who was elected on October 20, 2016. Of the 10 directors who are nominees for election at the Annual Meeting, three are female, and one is African American. The directors come from diverse professional backgrounds and industries, including manufacturing, financial and technology. In "Election of Directors (Proxy Item No. 1)" we provide an overview of the background of each nominee, including their principal occupation, business experience and other directorships, together with the key attributes, experience and skills viewed as most meaningful in providing value to the Board, our Company and our shareholders.

CORPORATE RESPONSIBILITY AND SUSTAINABILITY

At ITT, we know that improving our sustainability efforts creates value for our customers, employees, communities and shareholders. It helps us align to the values and emerging expectations of today’s world.

The Board also understands that sustainability is a key focus for investors and takes investor feedback on sustainability seriously. We continue to evaluate which ESG factors pose the most material risks to the Company and create the strongest opportunities to enhance our bottom line and sustain long-term financial value.

ITT uses discussions with shareholders to better understand how investors view this topic, including emerging reporting standards, the various data sources available, and peer reporting.

We also use these shareholder engagement opportunities to discuss the Company’s current sustainability focus areas and recent developments. Our 2019 Sustainability Report was informed by those discussions with investors. The Sustainability Report incorporated the SASB metrics relevant to the Company, as requested by many of our shareholders in our engagement discussions. We also published an annual supplemental report during 2020 which included our three-year progress on key environmental and social metrics.

Our governance processes and policies are designed to provide appropriate oversight of sustainability and inform our Board about significant ESG issues impacting the Company. These policies and processes, as well as areas of focus most relevant given our business and industry, are informed by proactive engagement with our shareholders as well as other stakeholders, including the SASB.

The Nominating and Governance Committee identifies director candidates through a variety of sources including personal references and business contacts. On occasion, the Nominating and Governance Committee utilizes a search firm to identify and screen director candidates and pays a fee to that firm for each such candidate elected to the ITT Board. The Nominating and Governance Committee will also consider director nominees recommended by shareholders. Shareholders who wish to recommend candidates may contact the Nominating and Governance Committee in the manner described in "Communication with the Board of Directors." Shareholder nominations must be made according to the procedures required by our By-laws and described in this Proxy Statement under the heading "Information about the Proxy Statement & Voting." Shareholder-recommended candidates and shareholder nominees whose nominations comply with these procedures and who meet the criteria referred to above will be evaluated by the Nominating and Governance Committee in the same manner as other nominees.

Director Orientation and Continuing Education

As part of ITT's director orientation program, new directors participate in one-on-one introductory meetings with members of ITT's leadership team and other functional leaders. This director orientation familiarizes the directors with our business and strategic plans, significant financial, accounting and risk management issues, human

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resources matters, our compliance programs and other controls, policies and procedures. The orientation also addresses Board procedures, our corporate governance principles and our Board committee charters. Finally, it provides directors with the opportunity to meet with our officers and other key members of management.

The Company endeavors to provide ongoing director education throughout the year. Our annual strategy session, where senior management presents the strategic plans for each of the businesses and the Company as a whole, is one component of that ongoing education. We aim to periodically hold the annual strategy session at an ITT facilityCompensation and Human Capital Committees have primary responsibility for sustainability-related topics. The Board also receives periodic reports from our internal ESH&S group in order to increase the Board's understandingstay apprised of the Company's people, operations, product lines andCompany’s overall business. Our senior management also presents topics throughout the yearapproach to the Board in order to increase their understanding of the Company's business operations, strategies, risks and opportunities.

Directors may also enroll in external director continuing education programs at ITT's expense on topics associated with a director's service on a public company board in order to provide a forum for them to maintain their insight into leading governance practices, exchange ideas with peers and keep current their skills and understanding of their duties as a director.

Executive Sessions of Directors

Agendas for meetings of the Board of Directors include regularly scheduled executive sessions led by the Board's non-executive Chairman for the independent directors to meet without management present. Board members have access to our employees outside of Board meetings, and the Board encourages directors to visit different Company sites and events periodically and meet with local management at those sites and events, either as part of a regularly scheduled Board meeting or otherwise.

Board and Committee Meetings and Membership

The Board of Directors and its committees meet throughout the year on a set schedule, and also hold special meetings and act by written consent from time to time as appropriate. Under the Principles, directors are expected to attend all meetings of the Board and all meetings of the committees of which they are members. Members may attend by telephone or video conference to mitigate conflicts, although in-person attendance at regularly scheduled meetings is strongly encouraged. The Board of Directors held nine meetings during the 2016 fiscal year and there were 21 meetings of standing committees. All directors attended at least 75% of the aggregate of all meetings of the Board and standing committees on which they served. It is Company practice that all directors attend our annual meetings. All directors who were on the Board at that time attended our 2016 annual meeting of shareholders either in person or telephonically.

The Board of Directors has an Audit Committee, a Compensation and Personnel Committee and a Nominating and Governance Committee. The following table summarizes the current membership of each Committee:

these matters.

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Name	Audit	Compensation and Personnel	Nominating and Governance
Orlando D. Ashford		ü	ü
G. Peter D'Aloia	ü
Geraud Darnis	ü
Donald DeFosset, Jr.		ü	ü
Nicholas C. Fanandakis	ü
Christina A. Gold	ü	Chair
Richard P. Lavin		ü	ü
Frank T. MacInnis			Chair
Rebecca A. McDonald	ü	ü
Timothy H. Powers	Chair		ü
Denise L. Ramos

Overview of Committees

The charters of each of the Audit, Compensation and Personnel and Nominating and Governance Committees conform with the applicable NYSE listing standards, and each committee periodically reviews its charter, as regulatory developments and business circumstances warrant. Each of the committees considers revisions to their respective charters from time to time to reflect evolving best practices.

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Audit Committee

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Committee Chair Timothy H. Powers (appointed February 17, 2017) Current Committee Members • Timothy H. Powers • G. Peter D'Aloia • Geraud Darnis • Nicholas C. Fanandakis    (appointed October 20, 2016) • Christina A. Gold • Rebecca A. McDonald Number of Meetings Held in 2016: 10 Audit Committee Report Page 18	Purpose: to assist the Board of Directors in fulfilling its responsibility to oversee management's conduct of the financial reporting process. Responsibilities of the Audit Committee include: •select and oversee the independent registered public accounting firm, including determining the independent auditor's qualifications, independence, scope of responsibility and compensation; • review and discuss with management and the independent auditor the annual audited and quarterly unaudited financial statements and approve those financial statements for inclusion in the Company's public filings; • review and oversee the Company's selection and application of accounting principles and issues relating to the Company's internal controls and disclosure controls and procedures; • oversee of the Company's compliance with legal and regulatory requirements, including reviewing the effect of regulatory and accounting initiatives on the Company's financial statements; • oversee the structure and scope of the Company's internal audit function; and • assist the Board in fulfilling its oversight of enterprise risk management, particularly through oversight of the Company's policies with respect to risk assessment and risk management and the Company's major financial risk exposures.

The Audit Committee has established policies and procedures for the pre-approval of all services by our independent registered public accounting firm. The Audit Committee also has established procedures for the receipt, retention and treatment, on a confidential basis, of complaints received regarding accounting, internal controls and auditing matters. Additional details on the role of the Audit Committee may be found in "Ratification of the Independent Registered Public Accounting Firm (Proxy Item No. 2)" later in this Proxy Statement.

The Board of Directors has determined that each member of the Audit Committee is financially literate and independent, as defined by the rules of the SEC and the NYSE's listing standard, as well as independent under the Principles. Although more than one member of the Board of Directors satisfies the relevant requirements, the Board of Directors has identified Timothy H. Powers as the audit committee financial expert. The Board of Directors has evaluated the performance of the Audit Committee consistent with regulatory requirements.

Compensation and Personnel Committee

Committee Chair Christina A. Gold Current Committee Members • Christina A. Gold • Orlando D. Ashford • Donald DeFosset, Jr. • Richard P. Lavin • Rebecca A. McDonald Number of Meetings Held in 2016: 5 Compensation and Personnel Committee Report Page 49	Purpose: to provide oversight review of compensation and benefits of the employees of the Company. Responsibilities of the Compensation and Personnel Committee include: • oversee and administer the Company's employee compensation programs, including incentive plans and equity-based compensation plans; • establish annual performance objectives, evaluate performance and approve individual compensation actions for the Chief Executive Officer and other executive officers; • review and discuss the Company's talent review and development process, succession planning process for senior executive positions and aspects of culture and diversity for the Company; • review, discuss and approval of the Compensation Discussion and Analysis included in the Company's annual proxy statement; • assist the Board in fulfilling its oversight of enterprise risk management, particularly risks in connection with the Company's compensation and talent management programs; and • lead the Company's chief executive officer succession process.

The Board of Directors has determined that each member of the Compensation and Personnel Committee is independent, as defined by the rules of the SEC and the NYSE's listing standard, as well as independent under the Principles. In addition, each committee member is a "non-employee director" as defined in Rule 16b-3 under the Securities Exchange Act of 1934 ("Exchange Act") and an "outside director" as defined in Section 162(m) of the Internal Revenue Code. The Board of Directors has evaluated the performance of the Compensation and Personnel Committee consistent with regulatory requirements.

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ELECTION OF DIRECTORS

(PROXY ITEM NO. 1)

Nominating and Governance Committee

Committee Chair Frank T. MacInnis Current Committee Members • Frank T. MacInnis • Orlando D. Ashford • Donald DeFosset, Jr. • Richard P. Lavin • Timothy H. Powers Number of Meetings Held in 2016: 6	Purpose: to ensure that the Board of Directors is appropriately constituted to meet its fiduciary obligations to shareholders of the Company. Responsibilities of the Nominating and Governance Committee include: • evaluate the size, composition, governance and structure of the Board and the qualifications, compensation and retirement age of directors; • identify, evaluate and propose nominees for election to the Board of Directors; • consider independence and possible conflicts of interest of directors and executive officers and ensuring compliance with applicable laws and NYSE listing standards; • review and oversee of the corporate governance principles for the Company; • review of material related party transactions in accordance with the Company's Related Party Transactions policy; and • assist the Board in fulfilling its responsibility to oversee enterprise risk management, particularly risks in connection with the Company's corporate governance structures and processes and risks related to other primarily nonfinancial matters (for example, business continuity planning).

The Board of Directors has determined that each member of the Nominating and Governance Committee is independent, as defined by the rules of the SEC and the NYSE's listing standard, as well as independent under the Principles. The Board of Directors has evaluated the performance of the Nominating and Governance Committee consistent with regulatory requirements.

As stated above, the Nominating and Governance Committee evaluates the compensation program for the non-management directors and makes recommendations to the Board regarding their compensation. The Nominating and Governance Committee has retained Pay Governance LLC ("Pay Governance") as an independent consultant for this purpose. Pay Governance's responsibilities include providing market comparison data on non-management director compensation at peer companies, tracking trends in non-management director compensation practices, and advising the Nominating and Governance Committee regarding the components and levels of non-management director compensation. The Nominating and Governance Committee is not aware of any conflict of interest on the part of Pay Governance arising from these services or any other factor that would impair Pay Governance's independence. Executive officers do not play any role in either determining or recommending non-management director compensation.

Election of Directors (Proxy Item No. 1)

Ten members of our Board are standing for re-election, to hold office until the 2018 annual meeting of shareholders. As a whole, our director nominees possess a variety of important qualifications, skills and attributes, including those set forth below in the following table.

Snapshot of 2017 Director Nominees

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ELECTION PROCEDURES

Each director must be elected by a majority of the votes cast by the shareholders represented in personat the virtual meeting or by proxy at the Annual Meeting. A "majority“majority of the votes cast"cast” means that the number of votes cast "for"“for” a director must exceed the number of votes cast "against"“against” that director (with abstentions and broker non-votes not counted as votes cast with respect to that director). In a contested election for directordirectors (an election in which the number of nominees for election as directordirectors is greater than the number of directors to be elected), the vote standard would be a plurality of votes cast.

In accordance with our By-laws and Corporate Governancethe Principles, the Board will only nominate director candidates who agree to tender an irrevocable resignation promptly following their failure to receive the required vote for re-election in an uncontested election. In addition, the Board will fill director vacancies and new directorships only with candidates who agree to tender the same form of resignation promptly following their appointment to the Board.

If an incumbent director fails to receive the required vote for re-election in an uncontested election and submits his or her resignation to the ChairmanChair of the Board or the Corporate Secretary, then the Nominating and Governance Committee (or the equivalent committee then in existence) shall promptly consider the resignation and all relevant facts and circumstances concerning any vote and the best interests of the Company and its shareholders. After such consideration, the Nominating and Governance Committee will make a recommendation to the Board regarding whether the resignation should be accepted or rejected, or whether any other action should be taken. The Board will act on the Committee'sCommittee’s recommendation no later than its next regularly scheduled Board meeting (after certification of the shareholder vote) or within 90 days after certification of the shareholder vote, whichever is earlier, and the Board will promptly publicly disclose its decision and the reasons for its decision.

Each nominee elected as a director will continue in office until the earlier of the 2018 annual meeting2022 Annual Meeting of shareholders,Shareholders, his or her successor having been duly elected and qualified, or his or her death, resignation or removal.

The 1011 nominees for election to the Board in 20172021 have agreed to serve if elected, and management has no reason to believe that such nominees will be unavailable to serve. In the event that any of the nominees is unable or declines to serve as a director at the time of the Annual Meeting, then the persons named as proxies may vote for a substitute nominee chosen by the present Board to fill the vacancy. Alternatively, the Board may reduce the size of the Board of Directors. The individuals named as proxies in the proxy card intend to vote theyour proxy (if you are a shareholder of record) FOR the election of each of these nominees, unless you indicate otherwise on the proxy card.

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2021 DIRECTOR NOMINEES

Eleven members of our currentBoard are standing for election to hold office until the 2022 Annual Meeting of Shareholders.

We believe our 2021 director nominees evidence our commitment to maintain an appropriate balance of tenure, turnover, diversity and skills on the Board. Of the 11 directors Mr. D'Aloia, will retirewho are nominees for election at the Annual Meeting, three are female, three are racially or ethnically diverse, and four are citizens of a non-U.S. country (in some cases, in addition to the U.S.). As discussed in detail in our nominees’ biographies, the nominees come from diverse professional backgrounds and industries, including manufacturing, finance and technology. Each of our 2021 director nominees was recommended for election by the Company's Board effective May 10, 2017, which isNominating and Governance Committee, and such recommendation was approved unanimously by the end of his term, in accordance with the requirement in the Corporate Governance Principles that no director shall stand for reelection after he or she has reached the age of 72.Board.

ITT INC.  |  2021 PROXY STATEMENT    26

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The principal occupation and certain other biographical information about the nominees is set forth on the following pages.

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ORLANDO D. ASHFORD
Age: 52 Director since: December 2011 ExecutiveChairman ofAzamara
	CAREER: Orlando D. Ashford Presidentserves as Executive Chairman of Holland America Line	Career Orlando D. Ashford hasAzamara. He previously served as the President of Holland AmericaLine, a division of Carnival Corporation, since December 2014.until May 2020. Previously, Mr. Ashford was the President of the Talent business segment at Mercer, a global consulting leader and subsidiary of Marsh & McLennan Companies ("Marsh"(“Marsh”). From 2008 to 2012, Mr. Ashford was the Senior Vice President, Chief Human Resources and Communications Officer for Marsh. Prior to joining Marsh in 2008, Mr. Ashford served as Group Director of Human Resources for Eurasia and Africa for the Coca-Cola Company and as Vice President of Global Human Resources Strategy and Organizational Development for Motorola, Inc. He has also held leadership positions with Mercer Delta Consulting, Ameritech and Andersen Consulting. Mr. Ashford serves on the board of directors for the Executive Leadership Council as Chairman and the Seattle chapter of the Positive Coaching Alliance. He also serves on advisory boards for Purdue University SchoolAlliance and Year Up. Mr. Ashford is currently a director of Technologythe following public companies: Array Technologies, Inc. and the NFL Players Association. Perrigo Company plc. Reasons for Election to the Board of ITT REASONS FOR ELECTION TO THE BOARD OF ITT: In considering Mr. Ashford for director of the Company, the Board considered his expertise in addressing talent, culture and human capital issues at the executive level, as well as his significant experience in multinational organizations, providing experience and skills relevant to the Company'sCompany’s international sales operations. BOARD COMMITTEES: ■  Compensation and Human Capital Committee (Chair) ■  Nominating and Governance Committee OTHER PUBLIC COMPANY BOARDS: ■  Array Technologies, Inc. ■  Perrigo Company plc

GERAUD DARNIS

Age: 48 61 Director Since: since: October 2015 FormerDecember 2011 Board Committees: • Compensation & Personnel Committee • Nominating & Governance Committee

	Geraud Darnis Former President & CEO of UTCBuilding &IndustrialSystems		CAREER: Career Geraud Darnis servedretired from United Technologies (now Raytheon Technologies) in December 2015 as the President & ChiefExecutive Officer of UTC Building & Industrial Systems, the world's largest provider of high-technology building systems, whose brands include Otis, Carrier, Chubb, Kidde and Automated Logic from September 2013 to December 2015. UTC Building & Industrial Systems is a unitSystems. In this role, Mr. Darnis led all of United Technologies Corporation.non-aerospace activities, including Carrier Corp. and Otis Elevator which were later spun-off to become independent publicly traded companies. Mr. Darnis served as thestarted his career at UTC in 1983 in France and held a number of general management and financial positions stationed in Latin America, Europe and Asia until 2001 when he was named President of Carrier Corp. In 2011, UTC’s Fire and Security businesses were added to his portfolio when he became President and Chief Executive Officer of UTC Climate Controls and Security from September 2011 to September 2013.Security. In 2001,2013, Mr. Darnis also assumed the leadership of Otis when he served briefly as Presidentbecame president and CEO of UTC Power before being named President of Carrier, a position he held until 2011 when CarrierBuilding and UTC Fire & Security were combined into UTC Climate, Controls & Security. Prior to 2001,Industrial Systems. Mr. Darnis heldcurrently serves as the non-executive Chairman of Miliken & Company Inc. and as a numbermember of general managementits Human Resources and financial positions at UTC in Latin America, EuropeCompensation, Finance, and Asia.Nominating & Governance Committees. Mr. Darnis also served as a member on the Air-Conditioning, Heating and Refrigeration Institute from 2003 to 2006, including Chairman from November 2004 to November 2005, and then as an advisory member of the Executive Committee from 2007 to 2014. Reasons for Election to the Board of ITT REASONS FOR ELECTION TO THE BOARD OF ITT: In considering Mr. Darnis for director of the Company, the Board considered his significant management experience as president of a major operating unit at a large global manufacturing company and his wide-ranging expertise in a variety of industries in which the Company operates, including industrial and aerospace.
Age:BOARD COMMITTEES:  57■   Director Since: October 2015 Board Committees: • Audit Committee ■  Compensation and Human Capital Committee

ITT INC.  |  2021 PROXY STATEMENT    27

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DONALD DEFOSSET, JR.
Age: 72 Director since: October 2011 FormerChairman,President &CEO of WalterIndustries, Inc.
	CAREER: Donald DeFosset, Jr. Former Chairman, President & CEO of Walter Industries, Inc.	Career Donald DeFosset, Jr.retired in 2005 as Chairman, President and& Chief Executive Officer of Walter Industries, Inc., a diversifiedpublic company with principal operating businesses in homebuilding and home financing, water transmission products and energy services. Mr. DeFosset had served since November 2000 as President and& Chief Executive Officer, and since March 2002 as Chairman, of Walter Industries. Over his career, Mr. DeFosset held significant leadership positions in major multinational corporations, including Dura Automotive Systems, Inc., a global supplier of engineered systems, Navistar International Corporation and AlliedSignal, Inc. Mr. DeFosset is currently a director of the following public companies: National Retail Properties Inc. since 2008 (Chairman(Non-Executive Chairman of Governance and Nominating Committee; Compensation Committee)the Board); Regions Financial Corporation since 2005 (Chairman of the Compensation Committee; RiskNominating & Governance Committee); and Terex Corporation since 1999 (Chairman of the Nominating and Governance Committee; Audit Committee). Mr. DeFosset is also a director of various private companies and not-for-profit organizations. Reasons for Election to the Board of ITT REASONS FOR ELECTION TO THE BOARD OF ITT: In considering Mr. DeFosset for director of the Company, the Board considered his extensive experience as a chief executive of a large diversified industrial company and as a senior executive of an international machinery manufacturer. His service on the boards of directors of a variety of large public companies further enhances his experience and adds value to the Company'sCompany’s Board.
Age:BOARD COMMITTEES: ■   68Nominating and Governance Committee (Chair) ■  Audit Committee OTHER PUBLIC COMPANY BOARDS: Director Since:■  October 2011 Other Public Company Boards: • National Retail Properties, Inc. • ■  Regions Financial Corporation • ■  Terex Corporation Board Committees: • Compensation & Personnel Committee • Nominating & Governance Committee

NICHOLAS C. FANANDAKIS
	Nicholas C. Fanandakis Age: 64 Director since: October 2016 FormerExecutive VicePresident and Chief Financial Officer of E.I. du Pont de Nemours and Company DowDuPont	Career	CAREER: Nicholas C. Fanandakis is currently servesretired. He served as theExecutive Vice President of DowDuPont until June 2019. FromNovember 2009 to December 2019, he served as Executive Vice President and Chief Financial Officer of E. I. du Pont de Nemours and Company.DuPont. He was appointed to his current position in November 2009 after havingpreviously served as Group Vice President of DuPont Applied BioSciences in 2008 and the Vice President of Corporate Plans in 2007. Prior to 2007, Mr. Fanandakis served in several positions within the DuPont organization ranging from a variety of plant, marketing and product management positions within Petrochemicals, Chemicals & Pigments, and Specialty Chemicals, as well as in the Industrial Solutions market space. Mr. Fanandakis joined DuPont in 1979 as an accounting and business analyst in the Petrochemicals Department. Mr. Fanandakis is currently a director of the following public company:companies: FTI Consulting, Inc. since January 2014 (Chairman of the Audit Committee) and Duke Energy Corporation (Finance and Risk Management Committee and Audit Committee). Reasons for Election to the Board of ITT REASONS FOR ELECTION TO THE BOARD OF ITT: In considering Mr. Fanandakis for director of the Company, the Board considered his significant financial and business experience resulting from holding various management positions at a large public manufacturing company, his overall financial management abilities, including multinational legal, tax and banking expertise, and his experience and knowledge of global industrial markets.
BOARD COMMITTEES: Age:■  Audit Committee  60■  Compensation and Human Capital Committee OTHER PUBLIC COMPANY BOARDS: Director Since:■   October 2016 Other Public Company Boards: • FTI Consulting, Inc. Board Committees: • Audit Committee ■  Duke Energy Corporation

ITT INC.  |  2021 PROXY STATEMENT    28

	Christina A. Gold Former President & CEO of The Western Union Company	Career Christina A. Gold was President and Chief Executive Officer of The Western Union Company, a leading company in global money transfer, from September 2006 to September 2010. She was President of Western Union Financial Services, Inc. and Senior Executive Vice President of First Data Corporation, former parent company of The Western Union Company, from May 2002 to September 2006. Prior to that, Ms. Gold served as Vice Chairman and Chief Executive Officer of Excel Communications, Inc., from October 1999 to May 2002. From 1998 to 1999, Ms. Gold served as President and CEO of Beaconsfield Group, Inc., a direct selling advisory firm that she founded. Ms. Gold began her career in 1970 at Avon Products, Inc., where she spent 28 years in a variety of significant leadership positions. She currently serves on the board of Carleton University. Ms. Gold is currently a director of the following public companies: International Flavors & Fragrances, Inc. since 2013 (Compensation Committee; Governance Committee) and Korn/Ferry International since 2014 (Compensation and Personnel Committee; Governance Committee). Ms. Gold has also served as a director since 2001 of New York Life Insurance Company and currently serves on the board of the Safe Water Network. Reasons for Election to the Board of ITT In considering Ms. Gold for director of the Company, the Board considered her extensive experience as the Chief Executive Officer of a public company with wide ranging global leadership, management and marketing experience. The Board also considered her long history as a director and extensive knowledge of the Company, its operations and its people.
Age: 69 Director Since: December 1997 Other Public Company Boards: • International Flavors & Fragrances, Inc. • Korn/Ferry International Former Public Company Boards: • Exelis Inc. (2011-2013) Board Committees: • Compensation & Personnel Committee (Chair) • Audit Committee

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RICHARD P. LAVIN
Age: 69 Director since: May 2013 Chairman FormerPresident& CEO ofCommercialVehicle Group,Inc.
	CAREER: Richard P. Lavin Former President & CEO of Commercial Vehicle Group, Inc.	Career Richard P. Lavinwas Chief Executive Officer and& President of Commercial Vehicle Group, Inc., a leader in the development,manufacturing and fulfillment of fully integrated system solutions for the commercial vehicle market from May 2013 to November 2015. Prior to joining Commercial Vehicle Group, Mr. Lavin spent 29 years in a variety of positions with Caterpillar Inc. (“Caterpillar”), including as Vice President of manufacturing operations for the Asia Pacific Division, serving as Chairman of Shin Caterpillar Mitsubishi Ltd. (SCM) —- now Caterpillar Japan Ltd. (CJL) —- and Chairman of Caterpillar (China) Investment Co., Ltd, and as a group president for Construction Industries and Growth Markets. Mr. Lavin is currently a director of the following public companies: USG Corporation since 2009 (Chairman of the Compensation Committee; Finance Committee) andcompany Allison Transmission Holdings, Inc. since 2016 (Compensation Committee; Nominating & Governance Committee). Reasons for Election to the Board of ITT REASONS FOR ELECTION TO THE BOARD OF ITT: In considering Mr. Lavin for director of the Company, the Board considered his experience overseeing Caterpillar Inc.'sCaterpillar’s largest operating division and extensive international experience through overseeing that company'scompany’s operations in China, India, Japan and the Asia-Pacific region. In addition, Mr. Lavin has a diverse legal and human resources background, having served as director of Corporate Labor and Human Relations and director of Compensation and Benefits, as well as the Vice President of Caterpillar'sCaterpillar’s Human Services Division.
OTHER PUBLIC COMPANY BOARDS: Age:■  65 Director Since: May 2013 Other Public Company Boards: • USG Corporation • Allison Transmission Holdings, Inc. FORMER PUBLIC COMPANY BOARDS: ■   Former Public Company Boards: • Commercial Vehicle Group, Inc. (2013-2015) ■  Board Committees: USG Corporation (2009-2019)• Compensation & Personnel Committee • Nominating & Governance Committee