ITC Holdings Corp. 8-K

What Happened
ITC Holdings Corp. filed an 8-K on Feb. 5, 2026 reporting that its Governance and Human Resources Committee approved the Company’s 2026 annual incentive compensation plan for executives on Feb. 2, 2026. The plan’s performance categories are Safety & Compliance (15% weight), System Performance (65%), and Financial (20%), with specific operational and financial targets and awards treated as incentive awards under the Company’s 2024 Omnibus Plan. The filing also reports that the Company’s shareholder elected 15 directors on Feb. 4, 2026 to serve until the next annual meeting.

Key Details

• Approval date: Feb. 2, 2026; 8-K filed Feb. 5, 2026. Director elections occurred Feb. 4, 2026 (15 directors elected).
• Performance weighting: Safety & Compliance 15%, System Performance 65%, Financial 20%; total = 100%.
• Select measurable targets: safety — 6 or fewer recordable employee/contractor injuries, ≤2 lost-work-day cases, zero fatalities; outages — ITCTransmission ≤12, METC ≤23, ITC Midwest ≤58 (≤46 at 69 kV).
• Financial/capital targets: complete $1,354M of 2026 CapEx to achieve 30% (or $1,283M for 15%); combined adjusted net income ≥ $733M for full payout (≥ $696M for partial); non-field O&M and G&A budget $195M; Field O&M budget $105.1M (field goals may be reduced 5% if over budget).
• Bonus multiplier: executive awards may be increased by up to 100% based on achievement of Capital Investment Plan (30% weight), Strategic Plan Objectives (45%), Consolidated Net Income (20%), and Engagement Index (5%).

Why It Matters
This filing details the concrete performance metrics that will drive executive bonus payouts in 2026, tying pay to safety, reliability (line outage targets), capital project delivery and specific financial thresholds. For investors, the plan signals management and board focus on grid performance and capital execution—areas that can affect reliability, capital spend timing and future financial results—and also establishes the potential for materially larger executive payouts (up to double) if specified strategic and financial targets are met. The director elections reflect board continuity but do not themselves change disclosed executive compensation policies.