UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Approval of 2025 Annual Incentive Compensation Plan
On February 3, 2025, the Governance and Human Resources Committee of ITC Holdings Corp. (the “Company”) approved the 2025 annual incentive plan for the Company’s executives, including the “Named Executive Officers” of the Company as of February 3, 2025. Awards made in accordance with this plan are treated as incentive awards under the Company’s 2024 Omnibus Plan. Goals and payout weighting under the 2025 annual incentive plan are as follows:
| Category | Goal | Weight |
|
Safety & Compliance 20% Maximum Potential Payout |
Evolve safety program to implement 9 additional priority recommendations from 2023 High-Energy Controls Assessment | 5% |
| 6 or fewer recordable incidents for injuries to Company employees and specified contractor employees, with no more than 2 being Lost Work Day cases and zero fatalities | 5% | |
| Implementation of cyber security objectives | 5% | |
| Implementation of wildfire mitigation and response plan | 5% | |
|
System Performance 60% Maximum Potential Payout |
ITCTransmission: 12 or fewer forced, sustained line outages, excluding “External” cause classification | 5% |
| METC: 25 or fewer forced, sustained line outages, excluding “External” cause classification | 5% | |
| ITC Midwest: 59 or fewer forced, sustained line outages, excluding “External” cause classification, no more than 48 at the 69 kV level | 5% | |
| ITCTransmission: Complete the 15 high priority 2024 field operation and maintenance initiatives | 5% | |
| METC: Complete the 13 high priority 2024 field operation and maintenance initiatives | 5% | |
| ITC Midwest: Complete the 11 high priority 2024 field operation and maintenance initiatives | 5% | |
| ITCTransmission, METC, ITC Midwest, and ITC Great Plains: Complete $1,064 million of the 2025 Capital Expenditure budget for approved projects to achieve 30%; complete $1,008 million to achieve 15% | 15%-30% | |
|
Financial 20% Maximum Potential Payout |
ITCTransmission, METC, ITC Midwest, and ITC Great Plains, Non-field operation and maintenance expense and general and administrative expense at or under budget of $182 million | 10% |
| ITCTransmission, METC, ITC Midwest, and ITC Great Plains, Combined adjusted net income at or above $660 million to achieve 10%; at or above $627 million to achieve 5% | 5%-10% | |
| Total | 100% |
Field operation and maintenance (“O&M”) plan goals may be reduced by 5% if not at or under Field O&M overall maintenance budget of $100.9 million.
Our 2025 annual incentive plan also includes a bonus multiplier for executive officers under which annual incentive bonus awards may be increased by as much as 100% to the extent specified targets related to our Capital Investment Plan (50% weight), Strategic Plan Objectives (25% weight), Consolidated Net Income (20% weight) and Engagement Index (5% weight) are achieved.
Item 5.07 Submission of Matter to a Vote of Security Holders.
On February 4, 2025, the shareholder of the Company elected the following directors to the Company’s Board to serve until the next annual meeting of the Company’s shareholder and until such director’s successor is elected and qualified, or until such director’s resignation or removal: Linda H. Apsey, Sandra E. Pierce, Robert A. Elliott, Debora M. Frodl, James P. Laurito, Ronnie D. Hawkins, Jr., Jocelyn H. Perry, Leanne M. Bell, David G. Hutchens, Kevin L. Prust, A. Douglas Rothwell, Geoffrey Chatas, and Brian Walker.
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.
February 7, 2025
| ITC HOLDINGS CORP. | ||
| By: | /s/ Christine Mason Soneral | |
| Christine Mason Soneral | ||
| Its: Senior Vice President, General Counsel, Chief Compliance Officer and Secretary | ||