Illinois Tool Works management check
ITW · Industrials · Industrial Machinery & Supplies & Components · CEO Christopher A. O’Herlihy
Filings as of
3 good · 2 to watch · 1 flagged, across the seven questions below.
- Flag
Have owners done well?
Trailed its chosen peers$100 invested at the start of fiscal 2021 grew to $136, against $192 for the peer group the company picked itself.
- Watch
Does pay follow performance?
Pay only loosely tracked returnsOver 5 years, the CEO's pay actually paid (equity valued at the share price) had a correlation of -0.13 with shareholder return. 1 means pay moved in step; below 0, the opposite way.
- Good
What does the CEO cost owners?
0.5% of net income$15.2m of reported pay in fiscal 2025, against $3.1bn of net income.
- n/a
Do they own the stock?
No recent CEO filingBoth: 1 buyer ($200k) and 2 sellers ($12.0m) in six months.
- Good
Are owners being diluted?
Share count shrinkingDiluted shares changed -1.9% a year over the last three fiscal years. Stock-based pay was 0.4% of revenue in the latest year.
- Watch
Is leadership stable?
2 CEOs in the pay tableCEOs in the pay table: E. Scott Santi, Christopher A. O’Herlihy. 3 filings under 8-K item 5.02 (officers or directors leaving or joining, or new pay arrangements) in the last 3 years.
- Good
Are the books clean?
No red flags on fileNo restatements, auditor changes or late filings since 2021.
Against the S&P 500
Each check's score (0–100) and how it compares: the share of ranked S&P 500 companies it matches or beats, and the median in Industrials.
| Check | Score | At or above | Sector median |
|---|---|---|---|
| Owner returns | 13 | 55 | |
| Pay for performance | 43 | 86 | |
| CEO cost | 75 | 48 | |
| Skin in the game | — | — | 55 |
| Dilution | 73 | 62 | |
| Stable leadership | 60 | 75 | |
| Clean books | 100 | 100 |
Closest peers
Others in Industrial Machinery & Supplies & Components, by management score. Illinois Tool Works is 58th of 81 in its sector.
- 120HUBBHubbell Incorporated75
- 123GWWW. W. Grainger74
- 151PHParker Hannifin72
- 170OTISOtis Worldwide71
- 179SNASnap-on70
- 196DOVDover Corporation69
- 197IRIngersoll Rand69
- 213PNRPentair68
- 286XYLXylem Inc.62
- 293NDSNNordson Corporation62
Pay versus performance
From the proxy statement filed March 27, 2026. "Actually paid" values stock awards at the share price, so it rises and falls with the stock.
| Fiscal year | CEO | CEO pay | Actually paid | Other executives (avg) | $100 became | Peers | Net income |
|---|---|---|---|---|---|---|---|
| 2025 | Christopher A. O’Herlihy | $15.2m | $14.9m | $4.3m | $136 | $192 | $3.1bn |
| 2024 | Christopher A. O’Herlihy | $10.9m | $11.0m | $3.8m | $136 | $161 | $3.5bn |
| 2023 | E. Scott Santi | $22.5m | $34.8m | $4.8m | $138 | $132 | $3.0bn |
| 2022 | E. Scott Santi | $22.2m | $18.7m | $4.3m | $113 | $114 | $3.0bn |
| 2021 | E. Scott Santi | $20.8m | $41.8m | $5.0m | $124 | $120 | $2.7bn |
The board says pay is tied most to After-tax ROIC. Its other key measures: Operating Margin, EPS Growth, CBI Yield, Organic Revenue Growth, Operating Income Growth vs. Prior Year.
Insiders and the CEO's stake
Both: 1 buyer ($200k) and 2 sellers ($12.0m) in six months.
- BoughtJennifer F. ScanlonDirector$200kJun 2, 2026
- SoldErnest Scott SantiDirector$11.9mAug 19, 2026
- SoldMatteo C. PigozzoVP & Chief Accounting Officer$80kAug 13, 2026
Leadership and governance on file
- May 22, 2026Leadership change8-K 5.02
- May 9, 2024Leadership change8-K 5.02
- Dec 11, 2023Leadership change8-K 5.02
- Sep 7, 2023Leadership change8-K 5.02
- Feb 16, 2023Leadership change8-K 5.02
- Sep 12, 2022Leadership change8-K 5.02
- Dec 15, 2021Leadership change8-K 5.02
Latest shareholder vote results: May 12, 2026, including the say-on-pay vote.
Where the money went
Over 2021–2025: $15.3bn returned to owners in buybacks and dividends, and $315.0m of pay in stock.
| Fiscal year | 2021 | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|---|
| Revenue | $14.5bn | $15.9bn | $16.1bn | $15.9bn | $16.0bn |
| Net income | — | — | — | — | — |
| Stock-based pay | $53.0m | $63.0m | $69.0m | $61.0m | $69.0m |
| Buybacks | $1.0bn | $1.8bn | $1.5bn | $1.5bn | $1.5bn |
| Dividends | $1.5bn | $1.5bn | $1.6bn | $1.7bn | $1.8bn |
| Diluted shares | 316m | 311m | 304m | 298m | 292m |
Educational only, not investment advice. Figures are as filed with the SEC: pay from the proxy's pay-versus-performance table, capital allocation from 10-K XBRL data, insider trades from Form 4s over the last six months, events from the last 5 years of filings. The peer group is the one the company chose. See the method.