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David A. Jones
Pentair Chairman of the
Board ![]()
John L. Stauch
Pentair President and Chief Executive Officer
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You are cordially invited to attend the Annual General Meeting of Shareholders of Pentair plc on Tuesday, May 9, 2023, at 7:00 a.m. local time (BST). The Annual General Meeting of Shareholders will be held at Claridge’s, Brook Street, Mayfair, London, W1K 4HR, United Kingdom. The enclosed notice of annual general meeting and proxy statement describe the items of business that we will conduct at the meeting and provide you with important information about Pentair plc, including our practices in the areas of corporate governance and executive compensation. We strongly encourage you to read these materials and then to vote your shares.
Our Board focused on key business goals during the year
In 2022, our Board oversaw the company’s strategic acquisition of Manitowoc Ice and continues to monitor integration of this business. By combining this industry leading ice solutions business with our industry leading water filtration, we saw the opportunity to establish a differentiated, total water management offering and expand our network within the foodservice industry. We believe that Manitowoc Ice’s culture of innovation and sustainability will further establish Pentair as a leader in this vast and growing industry.
We have also focused on our transformation program designed to accelerate growth and drive margin expansion through pricing excellence, strategic sourcing, operational excellence and organizational effectiveness, and are excited to enter the execution phase of this program.
Finally, we continue to navigate a complex operating environment as supply chain challenges, inflation, inventory management, lingering uncertainty from the pandemic and other factors present daily challenges and opportunities. Our high performance growth culture continues to drive our Board, working closely with management, and all members of the Pentair team, to deliver on our commitments while living our Win Right values in these dynamic times.
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David A. Jones
Pentair Chairman of the Board |
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John L. Stauch
Pentair President and CEO |
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(i)
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Mona Abutaleb Stephenson
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(vi)
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| | Gregory E. Knight | |
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(ii)
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| | Melissa Barra | | |
(vii)
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Michael T. Speetzen
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(iii)
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| | T. Michael Glenn | | |
(viii)
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| | John L. Stauch | |
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(iv)
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| | Theodore L. Harris | | |
(ix)
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| | Billie I. Williamson | |
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(v)
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| | David A. Jones | | | |
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Whether or not you plan to attend the Annual General Meeting, we encourage you to vote your shares by submitting a proxy as soon as possible. IF YOU PLAN TO SUBMIT A PROXY, YOU MUST SUBMIT YOUR PROXY BY INTERNET OR TELEPHONE, OR YOUR PRINTED PROXY CARD MUST BE RECEIVED AT THE ADDRESS STATED ON THE CARD, BY NO LATER THAN 4:59 A.M. (BRITISH SUMMER TIME) ON MAY 8, 2023 (11:59 P.M. EASTERN DAYLIGHT TIME ON MAY 7, 2023).
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By Internet
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You can vote over the Internet at
www.proxyvote.com. ![]() |
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By Telephone
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You can vote by telephone from the United States or Canada by calling the telephone number in the Notice of Internet Availability of Proxy Materials or on the proxy card
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By Mail
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You can vote by mail by marking, signing and dating your proxy card or voting instruction form and returning it in the postage-paid envelope, the results of which will be forwarded to Pentair plc’s registered address electronically.
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Vote in Person
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If you plan to attend the Annual General Meeting and wish to vote your ordinary shares in person, we will give you a ballot at the meeting.
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Shareholders in Ireland may participate in the Annual General Meeting by audio link at Arthur Cox LLP, Ten Earlsfort Terrace, Dublin 2, D02 T380, Ireland, at 7:00 a.m. local time (IST). See “Questions and Answers About the Annual General Meeting and Voting” for further information on participating in the Annual General Meeting in Ireland.
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Proposal
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Board Vote
Recommendation |
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Vote Required
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Page Reference
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1.
Re-Elect Director Nominees
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FOR each nominee
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Majority of votes cast
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2.
Approve, by Nonbinding, Advisory Vote, the Compensation of the Named Executive Officers
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FOR
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Majority of votes cast
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3.
Approve, by Nonbinding, Advisory Vote, the Frequency of Future Advisory Votes on the Compensation of the Named Executive Officers
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1 YEAR
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Alternative receiving
greatest number of votes |
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4.
Ratify, by Nonbinding, Advisory Vote, the Appointment of the Independent Auditor and Authorize, by Binding Vote, the Audit and Finance Committee to Set the Auditor’s Remuneration
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FOR
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Majority of votes cast
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5.
Authorize the Board of Directors to Allot New Shares
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FOR
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Majority of votes cast
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6.
Authorize the Board of Directors to Opt-Out of Statutory Preemption Rights
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FOR
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75% of votes cast
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7.
Authorize the Price Range at which Pentair Can Re-allot Treasury Shares
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FOR
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75% of votes cast
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Committee Memberships
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Name
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Age
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Director
Since |
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Independent
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Audit and
Finance |
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Compensation
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Governance
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Mona Abutaleb Stephenson
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60
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2019
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•
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Melissa Barra
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51
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2021
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•
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Glynis A. Bryan
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64
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2003
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T. Michael Glenn
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67
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2007
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![]() |
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•
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Theodore L. Harris
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58
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2018
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![]() |
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•
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•
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David A. Jones (Chairman)
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73
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2003
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•
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•
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Gregory E. Knight
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55
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2021
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•
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Michael T. Speetzen
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53
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2018
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•
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John L. Stauch
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58
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2018
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Billie I. Williamson
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70
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2014
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•
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•
committee member
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committee chair
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RE-ELECT DIRECTOR NOMINEES
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The Board recommends a vote FOR each Director nominee
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(i)
Mona Abutaleb Stephenson
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(vi)
Gregory E. Knight
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(ii)
Melissa Barra
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(vii)
Michael T. Speetzen
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(iii)
T. Michael Glenn
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(viii)
John L. Stauch
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(iv)
Theodore L. Harris
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(ix)
Billie I. Williamson.”
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(v)
David A. Jones
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THE BOARD RECOMMENDS A VOTE “FOR” RE-ELECTION OF EACH DIRECTOR NOMINEE.
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Mona Abutaleb Stephenson
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Age: 60
Director Since: 2019
Committee Served:
▶
Audit and Finance
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Biography
Ms. Abutaleb Stephenson has been the Chief Executive Officer of Medical Technology Solutions, LLC, a provider of technology solutions for the healthcare industry, since 2019. From 2013 to 2018, Ms. Abutaleb was the Chief Executive Officer of mindSHIFT Technologies, Inc., an IT outsourcing/ managed services and cloud services provider. From 2006 to 2013, Ms. Abutaleb served as President and Chief Operating Officer of mindSHIFT. In 2012, mindSHIFT was acquired by Best Buy Co., Inc. and then later, in 2014, was acquired by Ricoh Company, Ltd., a leading provider of document management solutions, IT services, printing, digital cameras and industrial systems. Ms. Abutaleb also served as Senior Vice President of Ricoh USA from 2015 to 2017 and Executive Vice President of Ricoh Global Services from 2017 to 2018.
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Skills & Qualifications
Ms. Abutaleb has significant executive leadership experience, including in the areas of technology, cyber risk management and strategic planning. Ms. Abutaleb’s experience serving on the board of a company operating in a highly regulated industry contributes to her experience overseeing governance and risk.
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Other Public Board Service
Sandy Spring Bancorp, Inc. (2015–present)
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Melissa Barra
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Age: 51
Director Since: 2021
Committee Served:
▶
Audit and Finance
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Biography
Ms. Barra has been the Executive Vice President, Chief Sales and Services Officer for Sleep Number Corporation, a provider of individualized sleep experiences, since 2020. Since joining Sleep Number in 2013, she has also served as Vice President, Strategy and Consumer Insights from 2013 to 2015, Senior Vice President, Chief Strategy and Customer Relationship Officer from 2015 to 2019, and Senior Vice President, Chief Sales, Services and Strategy Officer from 2019 to 2020. Prior to joining Sleep Number, from 2005 to 2012, Ms. Barra held a variety of senior leadership roles in strategy, corporate development and finance for Best Buy Co., Inc. Previously, she also held strategy leadership and corporate finance roles domestically and internationally at Grupo Futuro, Citibank and GE Capital.
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Skills & Qualifications
Ms. Barra has a strong background in customer experience, services and strategy, as well as experience in digital transformation and information technology. Ms. Barra’s operating and leadership experience, including with other public companies, allows her to provide insight on a variety of human capital and diversity strategies important to our business.
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T. Michael Glenn
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Age: 67
Director Since: 2007
Committees Served:
▶
Compensation (Chair)
▶
Governance
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Biography
Mr. Glenn serves as the Chair of our Compensation Committee. Mr. Glenn served as a Senior Advisor to Oak Hill Capital Partners, a private equity firm, from 2017 to August 2020. Since 2017, Mr. Glenn also has served on the board of directors of Lumen Technologies, Inc. (formerly CenturyLink, Inc.), a global communications and information technology services company, including as Chairman of the board of directors since May 2020. In 2019, Mr. Glenn was appointed to the board of directors of Safe Fleet Holdings, LLC, a provider of integrated safety platforms for fleets. From 1998 until his retirement in 2016, Mr. Glenn served as the Executive Vice President-Market Development and Corporate Communications of FedEx Corporation, a global provider of supply chain, transportation, business and related information services. From 2000 to 2016, Mr. Glenn also served as President and Chief Executive Officer of FedEx Corporate Services, responsible for all marketing, sales, customer service and retail operations functions for all FedEx Corporation operating companies, including FedEx Office.
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Skills & Qualifications
Mr. Glenn brings extensive strategic, marketing and communications experience to our Board from his service as one of the top leaders at FedEx Corporation. He has been an active participant in the development of our strategic plans and a strong proponent for strengthening our branding and marketing initiatives.
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Other Public Board Service
Lumen Technologies, Inc. (2017–present); Level 3 Communications, Inc. (2012–2017); Renasant Corporation (2008–2012); Deluxe Corporation (2004–2007)
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Theodore L. Harris
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Age: 58
Director Since: 2018
Committees Served:
▶
Compensation
▶
Governance
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Biography
Mr. Harris has been the Chief Executive Officer and a Director of Balchem Corporation, a provider of specialty performance ingredients and products for the food, nutritional, feed, pharmaceutical, medical sterilization and industrial industries, since 2015. Mr. Harris has served as Chairman of Balchem’s board of directors, since 2017. Prior to joining Balchem, Mr. Harris spent 11 years at Ashland, Inc., a global specialty chemical provider in a wide variety of markets and applications, including architectural coatings, adhesives, automotive, construction, energy, food and beverage, personal care, and pharmaceutical. Mr. Harris served in a variety of senior management positions at Ashland, including most recently as Senior Vice President and President, Performance Materials, from 2014 to 2015. Prior to this position, from 2011 to 2014, Mr. Harris served as Senior Vice President and President, Performance Materials & Ashland Supply Chain, and prior to that, Vice President and President, Performance Materials & Ashland Supply Chain. From 1993 to 2004, Mr. Harris served in a variety of senior level roles for FMC Corporation, a global provider of crop-protection products, where he last served as General Manager of the Food Ingredients Business.
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Skills & Qualifications
Mr. Harris brings to our Board broad managerial, international, operational, financial and sales experience, as well as his track record of developing worldwide marketing strategies and his strong connectivity to consumer end markets.
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Other Public Board Service
Balchem Corporation (2015–present)
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David A. Jones
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Age: 73
Director Since: 2003
Committees Served:
▶
Compensation
▶
Governance
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Biography
Mr. Jones serves as Chairman of the Board. Since 2008, Mr. Jones has been Senior Advisor to Oak Hill Capital Partners, a leading private equity firm. Mr. Jones was appointed to the board of directors of Checker’s/Rally’s Drive In Restaurants, Inc., a leading national restaurant chain in 2017. From 2012 to 2016, Mr. Jones served on the board of directors of The Hillman Group, a provider of fasteners and hardware items to large North American retailers. From 2016 to 2019, Mr. Jones served on the board of directors of Imagine! Print Solutions, a provider of in-store marketing solutions to leading national retailers, and from 2012 to 2020, Mr. Jones served on the board of directors of Earth Fare, Inc. a leading natural and organic food retailer, all Oak Hill Capital portfolio companies. From 1996 to 2007, Mr. Jones was Chairman and Chief Executive Officer of Spectrum Brands, Inc. (formerly Rayovac Corporation), a global consumer product company with major business segments in batteries, lighting, shaving/ grooming, personal care, small appliances, lawn and garden, household insecticides and various pet supply categories. Mr. Jones also served in leadership roles with Spectrum Brands, Rayovac, Thermoscan, The Regina Company, Electrolux Corp and General Electric.
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Skills & Qualifications
Mr. Jones’ extensive management experience with both public and private companies and private equity, coupled with his global operational, financial, and mergers and acquisitions expertise, have given the Board invaluable insight into a wide range of business situations. Mr. Jones has served on each of our Board Committees, which allows him to bring to the Board insight into a wide range of business and governance situations.
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Other Public Board Service
Dave & Buster’s Entertainment, Inc. (2010–2016); Simmons Bedding Company, Inc. (2000–2010); Spectrum Brands, Inc. (1996–2007); Tyson Foods, Inc. (1995–2005)
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Gregory E. Knight
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Age: 55
Director Since: 2021
Committee Served:
▶
Audit and Finance
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Biography
Mr. Knight served as the Executive Vice President, Customer Transformation and Business Services of CenterPoint Energy, Inc., an energy delivery company, from 2020 to January 2023. He was the Chief Customer Officer, US Energy and Utilities, of National Grid US, an energy delivery company, from 2019 to August 2020. Mr. Knight served at CenterPoint Energy as Senior Vice President and Chief Customer Officer, Utility and Commercial Businesses from 2014 to 2019 and Division Vice President, Customer Services from 2009 to 2014. Mr. Knight also previously served in management positions at Ricoh Americas from 2004 to 2009, Reliant retail energy from 2001 to 2004, Allen Knight Inc. from 2000 to 2001 and Verizon from 1992 to 2000.
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Skills & Qualifications
Mr. Knight brings to our Board a strong background in customer care and experience in both business-to-business and business-to-customer environments, as well as experience in digital transformation, information technology and operations.
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Michael T. Speetzen
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Age: 53
Director Since: 2018
Committee Served:
▶
Audit and Finance
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Biography
Mr. Speetzen has served as the Chief Executive Officer of Polaris Inc., a global powersports leader with a product line-up that includes side-by-side and all-terrain off-road vehicles, motorcycles, boats, and snowmobiles, since May 2021. Prior to his current role at Polaris, Mr. Speetzen served as Interim Chief Executive Officer from January to May 2021 and Executive Vice President, Finance and Chief Financial Officer from 2015 to 2020. From 2011 to 2015, Mr. Speetzen was Senior Vice President, Finance and Chief Financial Officer of Xylem Inc., a leading global water technology equipment and service provider. Prior to joining Xylem, Mr. Speetzen served as Vice President and Chief Financial Officer of ITT Fluid and Motion Control from 2009 to 2011, Chief Financial Officer for the StandardAero division of the private equity firm Dubai Aerospace Enterprise Ltd. from 2007 to 2009, and various positions of increasing responsibility in the finance functions at Honeywell International Inc. and General Electric Company.
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Skills & Qualifications
Mr. Speetzen brings to our Board extensive financial experience and knowledge of global markets and transacting international business.
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Other Public Board Service
Polaris Inc. (2021–present)
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John L. Stauch
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Age: 58
Director Since: 2018
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Biography
Mr. Stauch is the President and Chief Executive Officer of Pentair plc, having previously served as Chief Financial Officer of Pentair from 2007 to 2018. Prior to joining Pentair, Mr. Stauch served as Chief Financial Officer of the Automation and Control Systems unit of Honeywell International Inc. from 2005 to 2007. Previously, Mr. Stauch served as Chief Financial Officer and Information Technology Director of PerkinElmer Optoelectronics and various executive, investor relations and managerial finance positions within Honeywell and its predecessor, AlliedSignal Inc., from 1994 to 2005. Mr. Stauch serves as a Director of Deluxe Corporation, where he is currently Chair of the Audit Committee and a member of the Finance Committee.
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Skills & Qualifications
Mr. Stauch brings to our Board extensive knowledge of Pentair as our President and Chief Executive Officer and former Chief Financial Officer and extensive experience as a financial executive with many aspects of public company strategy and operations.
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Other Public Board Service
Deluxe Corporation (2016–present)
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Billie I. Williamson
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Age: 70
Director Since: 2014
Committees Served:
▶
Governance (Chair)
▶
Compensation
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Biography
Ms. Williamson serves as the Chair of our Governance Committee. Ms. Williamson has over three decades of experience auditing public companies as an employee and partner of Ernst & Young LLP. From 1998 to 2011, Ms. Williamson served Ernst & Young as a Senior Assurance Partner. Ms. Williamson was also Ernst & Young’s Americas Inclusiveness Officer, a member of its Americas Executive Board, which functions as the Board of Directors for Ernst & Young dealing with strategic and operational matters, and a member of the Ernst & Young U.S. Executive Board responsible for partnership matters for the firm.
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Skills & Qualifications
Ms. Williamson brings to our Board extensive financial and accounting knowledge and experience, including her service as a principal financial officer and an independent auditor to numerous Fortune 250 companies and her professional training and standing as a Certified Public Accountant, as well as her broad experience with SEC reporting and governance matters.
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Other Public Board Service
Cricut Inc. (2021–present); Cushman & Wakefield plc (2018–present); Kraton Corporation (2018–2022); XL Group Ltd. (2018); CSRA Inc. (2015–2018); Janus Capital Group Inc. (2015–2017); Exelis Inc. (2012–2015); Annie’s Inc. (2012–2014)
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Director
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Relationship(s) Considered
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| Ms. Bryan | | | Chief Financial Officer, Insight Enterprises, Inc. | |
| Mr. Jones | | | Senior Advisor, Oak Hill Capital Partners | |
| Mr. Knight | | |
Former Executive Vice President, Customer Transformation and Business Services of CenterPoint Energy, Inc.
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| Mr. Speetzen | | | Chief Executive Officer, Polaris Inc. | |
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Environmental
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Social
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Governance
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Risk Oversight
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Oversight of Company Strategy
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Oversight of Succession Planning
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Communicating with Shareholders and Other Stakeholders
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Policies and Procedures Regarding Related Person Transactions
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Board Leadership Structure
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Board and Committee Self-Assessments
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Board Education
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6
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MEETINGS OF THE BOARD OF DIRECTORS
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8
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Meetings of the
Audit and Finance Committee |
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4
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Meetings of the Compensation Committee
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4
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Meetings of the Governance Committee
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Audit and Finance Committee
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Role:
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The Audit and Finance Committee is responsible for, among other things, assisting the Board with oversight of our accounting and financial reporting processes, oversight of our financing strategy, investment policies, and financial condition, and audits of our financial statements. These responsibilities include the integrity of the financial statements, compliance with legal and regulatory requirements, the independence and qualifications of our external auditor, and the performance of our internal audit function and of the external auditor. The Committee meets periodically with management to review and oversee risk exposures related to information security, cyber security and data protection, and the steps management has taken to monitor and control such exposures. The Committee also reviews and discusses disclosure of non-GAAP measures. The Committee is directly responsible for the appointment, compensation, evaluation, terms of engagement (including retention and termination), and oversight of the independent registered public accounting firm. The Committee discusses with the independent auditor any critical audit matters. The Committee holds meetings regularly with our independent and internal auditors, the Board, and management to review and monitor the adequacy and effectiveness of reporting, internal controls, risk assessment, and compliance with our Code of Business Conduct and Ethics and other policies.
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Members:
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Glynis A. Bryan (Chair), Mona Abutaleb, Melissa Barra, Gregory E. Knight, and Michael T. Speetzen. All members have been determined to be independent under SEC and NYSE rules.
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Report:
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You can find the Audit and Finance Committee Report under “Audit and Finance Committee Report.”
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Financial Experts:
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The Board has determined that all members of the Committee are financially literate under NYSE rules and that Ms. Bryan and Mr. Speetzen qualify as “audit committee financial experts” under SEC standards.
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Compensation Committee
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Role:
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The Compensation Committee approves, amends, and administers the policies that govern executive compensation. This includes establishing and reviewing executive base salaries and administering cash bonus and equity-based compensation under the Pentair plc 2020 Share and Incentive Plan (the “2020 Plan”). The Committee also sets the Chief Executive Officer’s compensation in conjunction with the Board’s annual evaluation of his performance. The Committee has engaged Aon Consulting, a human resources consulting firm, to aid the Committee in its annual review of our executive compensation program for continuing appropriateness and reasonableness and to make recommendations regarding executive officer compensation levels and structures. In reviewing our executive compensation program, the Committee also considers other sources to evaluate external market, industry and peer-company practices.
Information regarding the independence of Aon Consulting is included under the “Compensation Discussion and Analysis — Compensation Consultant” section of this Proxy Statement. A more complete description of the Committee’s practices can be found under the “Compensation Discussion and Analysis” section of this Proxy Statement under the headings “Comparative Framework” and “Compensation Consultant.”
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Members:
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T. Michael Glenn (Chair), Theodore L. Harris, David A. Jones, and Billie I. Williamson. All members have been determined to be independent under SEC and NYSE rules.
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Report:
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You can find the Compensation Committee Report under the “Compensation Committee Report” section of this Proxy Statement.
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Governance Committee
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Role:
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The Governance Committee is responsible for, among other things, identifying individuals suited to become directors and recommending nominees to the Board for election at Annual General Meetings. In addition, the Committee monitors developments in director compensation and, as appropriate, recommends changes in director compensation to the Board. The Committee is also responsible for reviewing annually and recommending to the Board changes to our Corporate Governance Principles and administering the annual Board and Board Committee self-assessments. The Committee oversees public policy matters and compliance with our Code of Business Conduct and Ethics and other policies. The Committee also oversees ESG-related matters.
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Members:
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Billie I. Williamson (Chair), T. Michael Glenn, Theodore L. Harris, and David A. Jones. All members have been determined to be independent under NYSE rules.
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Director Retainers
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| Board Retainer | | | | $ | 95,000 | | |
| Non-Employee Director Chair | | | | $ | 155,000 | | |
| Audit and Finance Committee Chair Supplemental Retainer | | | | $ | 25,000 | | |
| Compensation Committee Chair Supplemental Retainer | | | | $ | 20,000 | | |
| Governance Committee Chair Supplemental Retainer | | | | $ | 20,000 | | |
| Audit and Finance Committee Retainer | | | | $ | 13,500 | | |
| Compensation Committee Retainer | | | | $ | 7,500 | | |
| Governance Committee Retainer | | | | $ | 7,500 | | |
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Equity Awards
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Stock Ownership Guidelines for Non-Employee Directors
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| | | |
Share
Ownership(1) |
| |
12/31/22
Market Value ($)(2) |
| |
Ownership
Guideline ($) |
| |
Meets
Guideline(3) |
| ||||||||||||
| Mona Abutaleb | | | | | 11,008 | | | | | | 495,140 | | | | | | 475,000 | | | | | | Yes | | |
| Melissa Barra | | | | | 2,149 | | | | | | 96,662 | | | | | | 475,000 | | | | | | No | | |
| Glynis A. Bryan | | | | | 35,263 | | | | | | 1,586,130 | | | | | | 475,000 | | | | | | Yes | | |
| T. Michael Glenn | | | | | 32,553 | | | | | | 1,464,234 | | | | | | 475,000 | | | | | | Yes | | |
| Theodore L. Harris | | | | | 11,776 | | | | | | 529,684 | | | | | | 475,000 | | | | | | Yes | | |
| David A. Jones | | | | | 78,756 | | | | | | 3,542,445 | | | | | | 475,000 | | | | | | Yes | | |
| Gregory E. Knight | | | | | 4,899 | | | | | | 220,357 | | | | | | 475,000 | | | | | | No | | |
| Michael T. Speetzen | | | | | 11,776 | | | | | | 529,684 | | | | | | 475,000 | | | | | | Yes | | |
| Billie I. Williamson | | | | | 18,376 | | | | | | 826,552 | | | | | | 475,000 | | | | | | Yes | | |
|
Director Compensation Table
|
|
|
(a)
|
| |
(b)
|
| |
(c)
|
| |
(d)
|
| |
(e)
|
| |
(f)
|
| |
(g)
|
| |
(h)
|
| |||||||||||||||||||||
|
Name(1)
|
| |
Fees
Earned or Paid in Cash ($) |
| |
Stock
Awards ($)(1) |
| |
Option
Awards ($)(2) |
| |
Non-Equity
Incentive Plan Compensation ($) |
| |
Change in
Pension Value and Deferred Compensation Earnings ($) |
| |
All Other
Compensation ($)(3) |
| |
Total
($) |
| |||||||||||||||||||||
| Mona Abutaleb | | | | | 108,500 | | | | | | 150,002 | | | | | | — | | | | | | — | | | | | | — | | | | | | 17,452 | | | | | | 275,954 | | |
| Melissa Barra | | | | | 108,500 | | | | | | 150,002 | | | | | | — | | | | | | — | | | | | | — | | | | | | 22,626 | | | | | | 281,128 | | |
| Glynis A. Bryan | | | | | 133,500 | | | | | | 150,002 | | | | | | — | | | | | | — | | | | | | — | | | | | | 9,807 | | | | | | 293,309 | | |
| T. Michael Glenn | | | | | 130,000 | | | | | | 150,002 | | | | | | — | | | | | | — | | | | | | — | | | | | | 16,582 | | | | | | 296,584 | | |
| Theodore L. Harris | | | | | 110,000 | | | | | | 150,002 | | | | | | — | | | | | | — | | | | | | — | | | | | | 14,776 | | | | | | 274,778 | | |
| David A. Jones | | | | | 265,000 | | | | | | 150,002 | | | | | | — | | | | | | — | | | | | | — | | | | | | 18,675 | | | | | | 433,677 | | |
| Gregory E. Knight | | | | | 108,500 | | | | | | 150,002 | | | | | | — | | | | | | — | | | | | | — | | | | | | 14,405 | | | | | | 272,907 | | |
| Michael T. Speetzen | | | | | 108,500 | | | | | | 150,002 | | | | | | — | | | | | | — | | | | | | — | | | | | | 21,173 | | | | | | 279,675 | | |
| Billie I. Williamson | | | | | 130,000 | | | | | | 150,002 | | | | | | — | | | | | | — | | | | | | — | | | | | | 31,912 | | | | | | 311,914 | | |
|
Name
|
| |
Unvested Restricted
Stock Units |
| |
Deferred
Share Units |
| ||||||
| Mona Abutaleb | | | | | 2,113 | | | | | | — | | |
| Melissa Barra | | | | | 2,113 | | | | | | — | | |
| Glynis A. Bryan | | | | | 2,113 | | | | | | 5,504 | | |
| T. Michael Glenn | | | | | 2,113 | | | | | | 1,908 | | |
| Theodore L. Harris | | | | | 2,113 | | | | | | — | | |
| David A. Jones | | | | | 2,113 | | | | | | 54,828 | | |
| Gregory E. Knight | | | | | 2,113 | | | | | | — | | |
| Michael T. Speetzen | | | | | 2,113 | | | | | | — | | |
| Billie I. Williamson | | | | | 2,113 | | | | | | — | | |
|
Name
|
| |
Outstanding Stock
Options |
| |||
| Mona Abutaleb | | | | | — | | |
| Melissa Barra | | | | | — | | |
| Glynis A. Bryan | | | | | 18,070 | | |
| T. Michael Glenn | | | | | 18,070 | | |
| Theodore L. Harris | | | | | — | | |
| David A. Jones | | | | | 18,070 | | |
| Gregory E. Knight | | | | | — | | |
| Michael T. Speetzen | | | | | — | | |
| Billie I. Williamson | | | | | — | | |
|
![]() |
| |
APPROVE, BY NONBINDING, ADVISORY VOTE, THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS
|
| |||
|
![]() |
| |
The Board recommends a vote FOR approval of the compensation of the Named Executive Officers
|
| |||
|
![]() |
| |
See discussion beginning on page 32 for further information about the compensation of the Named Executive Officers
|
|
|
Our compensation program is reflective of changes adopted based on shareholder feedback and market-based benchmarking.
|
|
|
▶
Annual cash incentives for the Named Executive Officers are based on performance goals that correlate strongly with several primary corporate
|
|
|
objectives: focusing on revenue growth, improving the financial return from our business and strengthening our balance sheet through cash flow improvement and debt reduction.
|
|
|
▶
Long-term incentive awards that are performance based and aligned with creating long-term shareholder value.
|
|
|
▶
Robust stock ownership guidelines for Named Executive Officers.
|
|
|
▶
No single trigger change in control vesting or excise tax gross-ups in our Key Executive Employment and Separation Agreements (“KEESAs”).
|
|
|
▶
Enhanced policy prohibiting hedging by directors, executive officers, and employees.
|
|
|
▶
ESG modifier included in the annual incentive award design beginning in 2022.
|
|
|
EACH OF THE BOARD AND THE COMPENSATION COMMITTEE RECOMMENDS A VOTE “FOR” THE APPROVAL OF THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS.
|
|
|
Name
|
| |
Position
|
|
| John L. Stauch | | |
President and Chief Executive Officer
|
|
| Robert P. Fishman | | |
Executive Vice President, Chief Financial Officer, and Chief Accounting Officer
|
|
| Jerome O. Pedretti | | |
Executive Vice President and President, Industrial & Flow Technologies
|
|
| Karla C. Robertson | | |
Executive Vice President, General Counsel, Secretary, and Chief Social Responsibility Officer
|
|
| Stephen J. Pilla | | |
Executive Vice President, Chief Supply Chain Officer
|
|
| Mario R. D’Ovidio(1) | | |
Former Executive Vice President and President, Consumer Solutions
|
|
|
![]() |
| |
![]() |
|
|
WHAT WE DO
|
| |
WHAT WE DON’T DO
|
|
|
![]() |
| |
Annual Shareholder Outreach to seek input and feedback on executive compensation
|
|
|
![]() |
| |
Independent Consultant, hired by and reporting to the Compensation Committee and evaluated periodically
|
|
|
![]() |
| |
Comparator Group (“peer group”) evaluated annually, based on industry and revenue of 1∕2 to 2x revenue size
|
|
|
![]() |
| |
Significant CEO pay at risk (88%); average of 72% for other Named Executive Officers
|
|
|
![]() |
| |
Stock Ownership Guidelines and Holding Policy for the CEO at 6.0x base salary and 2.0-3.0x for executive officers
|
|
|
![]() |
| |
Formal Clawback Policy for cash bonuses and performance-based equity awards
|
|
|
![]() |
| |
Annual Risk-Assessment of our compensation programs and policies
|
|
|
![]() |
| |
No employment agreements or multi-year compensation commitments with any current executive officers
|
|
|
![]() |
| |
No Single-Trigger Change in Control Equity Vesting in KEESAs
|
|
|
![]() |
| |
No Excise Tax Gross-ups for executive officers
|
|
|
![]() |
| |
No individual supplemental executive retirement plans for newly appointed executive officers
|
|
|
![]() |
| |
No hedging or pledging of Pentair equity securities
|
|
|
![]() |
| |
Earnings per diluted share from continuing operations (“EPS”) were $2.92 in 2022, compared to $3.32 in 2021. On an adjusted basis, EPS increased 8.2% to $3.68 in 2022, compared to $3.40 in 2021. Adjusted EPS is a key metric in our performance share unit awards, detailed on page 42.
|
|
|
![]() |
| |
Operating income in 2022 was $595 million, compared to $637 million in 2021. On an adjusted basis, our segment income increased 11.9% over the prior year to $768 million in 2022 from $686 million in 2021. Segment income as a percent of sales increased to 18.6% in 2022 from 18.2% in 2021. Segment income is a key metric in our Management Incentive Plan (the “MIP”), detailed on page 38.
|
|
|
![]() |
| |
Net cash provided by operating activities of continuing operations was $364 million in 2022, compared to $614 million in 2021. Free cash flow from continuing operations was $283 million in 2022, compared to $557 million in 2021. In 2022, we increased the cash dividend paid to our shareholders for the 46th consecutive year, returning $139 million to our shareholders. Free cash flow is a key metric in our MIP, detailed on page 38.
|
|
|
![]() |
| |
Our sales during 2022 were $4,122 million, an increase of 9.5% compared to $3,765 million in 2021. Revenue, which is the same as sales, is a key metric in our MIP, detailed on page 38.
|
|
| Acuity Brands, Inc. | | | A.O. Smith Corporation | | | Crane Co. | |
| Donaldson Company, Inc | | | Dover Corporation | | | Enovis Corporation | |
| Flowserve Corporation | | | Fortive Corporation | | | Fortune Brands Home & Security | |
| IDEX Corporation | | | Ingersoll Rand Inc. | | | Lennox International Inc. | |
| Lincoln Electric Holdings, Inc. | | | Masco Corporation | | | Owens Corning | |
| Rockwell Automation, Inc. | | | Snap-on Incorporated | | | The Timken Company | |
| Valmont Industries, Inc. | | | Xylem Inc. | | | | |
| | | |
2022 Base
Salary |
| |
2021 Base
Salary |
| |
Increase
From 2021 to 2022 |
| ||||||
| John L. Stauch | | | | $ | 1,030,000 | | | | | $ | 995,000 | | | |
3.5%
|
|
| Robert P. Fishman | | | | $ | 685,000 | | | | | $ | 665,000 | | | |
3.0%
|
|
| Jerome O. Pedretti | | | | $ | 590,000 | | | | | $ | 570,000 | | | |
3.5%
|
|
| Karla C. Robertson | | | | $ | 605,000 | | | | | $ | 585,000 | | | |
3.4%
|
|
| Stephen J. Pilla | | | | $ | 500,000 | | | | | $ | 485,000 | | | |
3.1%
|
|
| Mario R. D’Ovidio | | | | $ | 635,000 | | | | | $ | 615,000 | | | |
3.3%
|
|
| | | |
Target as a
% of Salary |
| |
Target
|
| ||||||
| John L. Stauch | | | | | 125% | | | | | $ | 1,287,500 | | |
| Robert P. Fishman | | | | | 100% | | | | | $ | 685,000 | | |
| Jerome O. Pedretti | | | | | 80% | | | | | $ | 472,000 | | |
| Karla C. Robertson | | | | | 75% | | | | | $ | 453,750 | | |
| Stephen J. Pilla | | | | | 65% | | | | | $ | 325,000 | | |
| Mario R. D’Ovidio | | | | | 80% | | | | | $ | 508,000 | | |
|
Company-wide
Financial Performance Measure |
| |
Weight
|
| |
Threshold
(Required for any payout; payouts begin at 50%) |
| |
Target
(100% payout) |
| |
Maximum
(200% payout) |
| |||
| Segment Income | | | | | 50% | | | |
$ 720 million
|
| |
$ 800 million
|
| |
$ 880 million
|
|
| Revenue | | | | | 30% | | | |
$3,780 million
|
| |
$4,200 million
|
| |
$4,620 million
|
|
| Free Cash Flow | | | | | 20% | | | |
$ 525 million
|
| |
$ 620 million
|
| |
$ 715 million
|
|
| ESG Modifier | | | | | +/-10% | | | | | | | | | | | |
|
Consumer Solutions
Financial Performance Measure |
| |
Weight
|
| |
Threshold
(Required for any payout; payouts begin at 50%) |
| |
Target
(100% payout) |
| |
Maximum
(200% payout) |
| |||
| Consumer Solutions Income | | | | | 40% | | | |
$ 585 million
|
| |
$ 650 million
|
| |
$ 715 million
|
|
| Consumer Solutions Revenue | | | | | 20% | | | |
$2,405 million
|
| |
$2,675 million
|
| |
$2,940 million
|
|
| Pentair Free Cash Flow | | | | | 20% | | | |
$ 525 million
|
| |
$ 620 million
|
| |
$ 715 million
|
|
| Pentair Income | | | | | 20% | | | |
$ 720 million
|
| |
$ 800 million
|
| |
$ 880 million
|
|
| ESG Modifier | | | | | +/-10% | | | | | | | | | | | |
|
Industrial & Flow Technologies
Financial Performance Measure |
| |
Weight
|
| |
Threshold
(Required for any payout; payouts begin at 50%) |
| |
Target
(100% payout) |
| |
Maximum
(200% payout) |
| |||
| Industrial & Flow Technologies Income | | | | | 40% | | | |
$ 215 million
|
| |
$ 240 million
|
| |
$ 265 million
|
|
| Industrial & Flow Technologies Revenue | | | | | 20% | | | |
$1,375 million
|
| |
$1,525 million
|
| |
$1,680 million
|
|
| Pentair Free Cash Flow | | | | | 20% | | | |
$ 525 million
|
| |
$ 620 million
|
| |
$ 715 million
|
|
| Pentair Income | | | | | 20% | | | |
$ 720 million
|
| |
$ 800 million
|
| |
$ 880 million
|
|
| ESG Modifier | | | | | +/-10% | | | | | | | | | | | |
|
Company-wide
Financial Performance Measure |
| |
Weight
|
| |
Target
(100% Payout) |
| |
Actual
Financial Results |
| |
Payout %
|
| |
Weighted
Payout % |
|
| Segment Income(1)(3) | | |
50%
|
| |
$ 800 million
|
| |
$ 739 million
|
| |
61.9%
|
| |
30.94%
|
|
| Revenue(1) | | |
30%
|
| |
$4,200 million
|
| |
$4,049 million
|
| |
82.0%
|
| |
24.61%
|
|
| Free Cash Flow(3) | | |
20%
|
| |
$ 620 million
|
| |
$ 283 million
|
| |
0.0%
|
| |
0.00%
|
|
| Total | | |
100%
|
| | | | | | | | | | |
55.55%
|
|
| ESG Modifier | | |
+/-10%
|
| | | | | | | |
100%
|
| |
55.55%
|
|
|
Consumer Solutions
Financial Performance Measure |
| |
Weight
|
| |
Target
(100% Payout) |
| |
Actual
Financial Results |
| |
Payout %
|
| |
Weighted
Payout % |
|
| Consumer Solutions Income(1)(2) | | |
40%
|
| |
$ 650 million
|
| |
$ 580 million
|
| |
0.0%
|
| |
0.00%
|
|
| Consumer Solutions Revenue(1)(2) | | |
20%
|
| |
$2,675 million
|
| |
$2,507 million
|
| |
68.9%
|
| |
13.78%
|
|
| Pentair Free Cash Flow(3) | | |
20%
|
| |
$ 620 million
|
| |
$ 283 million
|
| |
0.0%
|
| |
0.00%
|
|
| Pentair Income(1)(3) | | |
20%
|
| |
$ 800 million
|
| |
$ 739 million
|
| |
61.9%
|
| |
12.38%
|
|
| Total | | |
100%
|
| | | | | | | | | | |
26.16%
|
|
| ESG Modifier | | |
+/-10%
|
| | | | | | | |
100%
|
| |
26.16%
|
|
|
Industrial & Flow Technologies
Financial Performance Measure |
| |
Weight
|
| |
Target
(100% Payout) |
| |
Actual
Financial Results |
| |
Payout %
|
| |
Weighted
Payout % |
|
| Industrial & Flow Technologies Income(1)(2) | | |
40%
|
| |
$ 240 million
|
| |
$ 248 million
|
| |
132.0%
|
| |
52.80%
|
|
| Industrial & Flow Technologies Revenue(1)(2) | | |
20%
|
| |
$1,525 million
|
| |
$1,540 million
|
| |
109.7%
|
| |
21.94%
|
|
| Pentair Free Cash Flow(3) | | |
20%
|
| |
$ 620 million
|
| |
$ 283 million
|
| |
0.0%
|
| |
0.00%
|
|
| Pentair Income(1)(3) | | |
20%
|
| |
$ 800 million
|
| |
$ 739 million
|
| |
61.9%
|
| |
12.38%
|
|
| Total | | |
100%
|
| | | | | | | | | | |
87.12%
|
|
| ESG Modifier | | |
+/-10%
|
| | | | | | | |
100%
|
| |
87.12%
|
|
|
Financial Performance Measure
|
| |
Weight
|
| |
Threshold
(50% Payout) |
| |
Target
(100% payout) |
| |
Maximum
(200% payout) |
| |
Actual
|
| |
Actual
Weighted Payout (% of Target) |
|
| Adjusted EPS* | | |
75%
|
| |
$2.68
|
| |
$3.00
|
| |
$3.71
|
| |
$3.68
|
| |
146.58%
|
|
| ROIC** | | |
25%
|
| |
12%
|
| |
15%
|
| |
18%
|
| |
15.7%
|
| |
30.83%
|
|
|
2020-2022 Total Weighted Performance
|
| |
100%
|
| | | | | | | | | | | | | |
177.41%
|
|
|
Executive Level
|
| |
Stock Ownership Guidelines
(as a multiple of salary) |
|
| Chief Executive Officer | | |
6.0x base salary
|
|
| Executive Vice President and Chief Financial Officer and Chief Accounting Officer | | |
3.0x base salary
|
|
| Executive Vice President and Chief Human Resources Officer | | |
2.5x base salary
|
|
|
Executive Vice President, General Counsel, Secretary and Chief Social Responsibility Officer
|
| | | |
| Executive Vice President and Chief Technology Officer | | | | |
| Executive Vice President, Chief Supply Chain Officer and Chief Transformation Officer | | | | |
| Segment Presidents | | | | |
| Other Key Executives | | |
2.0x base salary
|
|
|
Name
|
| |
Share
Ownership |
| |
12/31/22
Market Value ($)(1) |
| |
Ownership
Guideline ($) |
| |
Meets
Guideline |
| ||||||||||||
| John L. Stauch | | | | | 530,322 | | | | | | 23,853,884 | | | | | | 6,180,000 | | | | | | Yes | | |
| Robert P. Fishman | | | | | 44,541 | | | | | | 2,003,454 | | | | | | 2,055,000 | | | | | | No(2) | | |
| Jerome O. Pedretti | | | | | 27,438 | | | | | | 1,234,161 | | | | | | 1,475,000 | | | | | | No(2) | | |
| Karla C. Robertson | | | | | 39,725 | | | | | | 1,786,831 | | | | | | 1,512,500 | | | | | | Yes | | |
| Stephen J. Pilla | | | | | 15,002 | | | | | | 674,790 | | | | | | 1,250,000 | | | | | | No(2) | | |
|
Medical, Dental, Life Insurance and Disability Coverage
|
|
|
Other Paid Time-Off Benefits
|
|
|
Deferred Compensation
|
|
|
(a)
|
| |
(b)
|
| |
(c)
|
| |
(d)
|
| |
(e)
|
| |
(f)
|
| |
(g)
|
| |
(h)
|
| |
(i)
|
| |
(j)
|
| |||||||||||||||||||||||||||
|
Name and
Principal Position |
| |
Year
|
| |
Salary
($)(1) |
| |
Bonus
($) |
| |
Stock
Awards ($)(2) |
| |
Option
Awards ($)(3) |
| |
Non-Equity
Incentive Plan Compensation ($)(1)(4) |
| |
Change in
Pension Value and Non-Qualified Deferred Compensation Earnings ($)(5) |
| |
All Other
Compensation ($)(6) |
| |
Total
Compensation ($) |
| |||||||||||||||||||||||||||
|
John L. Stauch
President and Chief Executive Officer |
| | | | 2022 | | | | | | 1,030,040 | | | | | | — | | | | | | 4,499,985 | | | | | | 1,500,027 | | | | | | 715,206 | | | | | | — | | | | | | 38,007 | | | | | | 7,783,265 | | |
| | | 2021 | | | | | | 995,038 | | | | | | — | | | | | | 3,749,993 | | | | | | 1,250,001 | | | | | | 2,388,000 | | | | | | 1,008,814 | | | | | | 37,700 | | | | | | 9,429,546 | | | |||
| | | 2020 | | | | | | 970,038 | | | | | | — | | | | | | 3,374,966 | | | | | | 1,124,995 | | | | | | 1,234,888 | | | | | | 2,598,053 | | | | | | 39,104 | | | | | | 9,342,044 | | | |||
|
Robert P. Fishman
Executive Vice President, Chief Financial Officer and Chief Accounting Officer |
| | | | 2022 | | | | | | 685,026 | | | | | | — | | | | | | 1,293,793 | | | | | | 431,249 | | | | | | 380,518 | | | | | | — | | | | | | 48,970 | | | | | | 2,839,556 | | |
| | | 2021 | | | | | | 665,026 | | | | | | — | | | | | | 1,275,006 | | | | | | 425,005 | | | | | | 1,330,000 | | | | | | — | | | | | | 43,908 | | | | | | 3,738,945 | | | |||
| | | 2020 | | | | | | 455,510 | | | | | | — | | | | | | 1,499,989 | | | | | | — | | | | | | 482,333 | | | | | | — | | | | | | 109,046 | | | | | | 2,546,878 | | | |||
|
Jerome O. Pedretti
Executive Vice President and President, Industrial & Flow Technologies |
| | | | 2022 | | | | | | 590,023 | | | | | | — | | | | | | 750,010 | | | | | | 250,001 | | | | | | 411,206 | | | | | | — | | | | | | 38,150 | | | | | | 2,039,390 | | |
| | | 2021 | | | | | | 570,022 | | | | | | — | | | | | | 637,529 | | | | | | 212,503 | | | | | | 820,800 | | | | | | — | | | | | | 31,566 | | | | | | 2,272,420 | | | |||
|
Karla C. Robertson
Executive Vice President, General Counsel, Secretary and Chief Social Responsibility Officer |
| | | | 2022 | | | | | | 605,023 | | | | | | — | | | | | | 693,785 | | | | | | 231,252 | | | | | | 252,058 | | | | | | — | | | | | | 35,750 | | | | | | 1,817,868 | | |
| | | 2021 | | | | | | 585,023 | | | | | | — | | | | | | 674,991 | | | | | | 225,003 | | | | | | 877,500 | | | | | | — | | | | | | 30,446 | | | | | | 2,392,963 | | | |||
| | | 2020 | | | | | | 540,021 | | | | | | — | | | | | | 543,764 | | | | | | 181,249 | | | | | | 429,665 | | | | | | — | | | | | | 54,544 | | | | | | 1,749,243 | | | |||
|
Stephen J. Pilla
Executive Vice President, Chief Supply Chain Officer |
| | | | 2022 | | | | | | 500,019 | | | | | | — | | | | | | 562,454 | | | | | | 187,511 | | | | | | 180,538 | | | | | | — | | | | | | 40,666 | | | | | | 1,471,188 | | |
|
Mario R. D’Ovidio
Former Executive Vice President and President, Consumer Solutions(7) |
| | | | 2022 | | | | | | 450,178 | | | | | | — | | | | | | 825,046 | | | | | | 275,013 | | | | | | 88,838 | | | | | | — | | | | | | 459,534 | | | | | | 2,098,609 | | |
| | | 2021 | | | | | | 615,024 | | | | | | — | | | | | | 750,020 | | | | | | 250,005 | | | | | | 984,000 | | | | | | — | | | | | | 24,586 | | | | | | 2,623,635 | | | |||
| | | 2020 | | | | | | 397,743 | | | | | | — | | | | | | 750,014 | | | | | | — | | | | | | 429,824 | | | | | | — | | | | | | 12,501 | | | | | | 1,590,082 | | |
| | | |
(A)
|
| |
(B)
|
| |
(C)
|
| |
(D)
|
| |
(E)
|
| |||||||||||||||
|
Name
|
| |
Other Perquisites
and Personal Benefits ($)(a) |
| |
Contributions under
Defined Contribution Plans ($)(b) |
| |
Matches under the
Employee Stock Purchase Plan ($) |
| |
Severance
Payments ($)(c) |
| |
Total All Other
Compensation ($) |
| |||||||||||||||
| John L. Stauch | | | | | — | | | | | | 35,750 | | | | | | 2,257 | | | | | | — | | | | | | 38,007 | | |
| Robert P. Fishman | | | | | 13,145 | | | | | | 35,825 | | | | | | — | | | | | | — | | | | | | 48,970 | | |
| Jerome O. Pedretti | | | | | 2,400 | | | | | | 35,750 | | | | | | — | | | | | | — | | | | | | 38,150 | | |
| Karla C. Robertson | | | | | — | | | | | | 35,750 | | | | | | — | | | | | | — | | | | | | 35,750 | | |
| Stephen J. Pilla | | | | | 6,646 | | | | | | 31,758 | | | | | | 2,262 | | | | | | — | | | | | | 40,666 | | |
| Mario R. D’Ovidio | | | | | — | | | | | | 20,250 | | | | | | 1,609 | | | | | | 437,675 | | | | | | 459,534 | | |
| | | | | | | | | | | | | | | |
Estimated Future Payouts
Under Non-Equity Incentive Plan Awards(2) |
| |
Estimated Future Payouts
Under Equity Incentive Plan Awards(3) |
| | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||||||||||||||||||||
|
(a)
|
| |
(b)
|
| |
(c)
|
| |
(d)
|
| |
(e)
|
| |
(f)
|
| |
(g)
|
| |
(h)
|
| |
(i)
|
| |
(j)
|
| |
(k)
|
| |
(l)
|
| |
(m)
|
| ||||||||||||||||||||||||||||||||||||
|
Name
|
| |
Grant
Date |
| |
Compensation
Committee Approval Date(1) |
| |
Threshold
($) |
| |
Target
($) |
| |
Maximum
($) |
| |
Threshold
(#) |
| |
Target
(#) |
| |
Maximum
(#) |
| |
All Other
Stock Awards: Number of Shares of Stock or Units (#)(4) |
| |
All Other
Option Awards: Number of Securities Underlying Options (#)(5) |
| |
Exercise
or Base Price of Option Awards ($/sh) |
| |
Grant Date
Fair Value of Stock and Option Awards ($)(6) |
| ||||||||||||||||||||||||||||||||||||
|
John L. Stauch
|
| | | | 1/03/2022 | | | | | | 12/06/2021 | | | | | | — | | | | | | — | | | | | | — | | | | | | 21,130 | | | | | | 42,259 | | | | | | 84,518 | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,999,966 | | |
| | | 1/03/2022 | | | | | | 12/06/2021 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 21,130 | | | | | | — | | | | | | — | | | | | | 1,500,019 | | | |||
| | | 1/03/2022 | | | | | | 12/06/2021 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,408 | | | | | | 70.99 | | | | | | 27,215 | | | |||
| | | 1/03/2022 | | | | | | 12/06/2021 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 76,197 | | | | | | 70.99 | | | | | | 1,472,812 | | | |||
| | | — | | | | | | — | | | | | | 643,750 | | | | | | 1,287,500 | | | | | | 2,575,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | |||
|
Robert P. Fishman
|
| | | | 1/03/2022 | | | | | | 12/06/2021 | | | | | | — | | | | | | — | | | | | | — | | | | | | 6,075 | | | | | | 12,150 | | | | | | 24,300 | | | | | | — | | | | | | — | | | | | | — | | | | | | 862,529 | | |
| | | 1/03/2022 | | | | | | 12/06/2021 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 6,075 | | | | | | — | | | | | | — | | | | | | 431,264 | | | |||
| | | 1/03/2022 | | | | | | 12/06/2021 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,408 | | | | | | 70.99 | | | | | | 27,215 | | | |||
| | | 1/03/2022 | | | | | | 12/06/2021 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 20,903 | | | | | | 70.99 | | | | | | 404,034 | | | |||
| | | — | | | | | | — | | | | | | 342,500 | | | | | | 685,000 | | | | | | 1,370,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | |||
|
Jerome O. Pedretti
|
| | | | 1/03/2022 | | | | | | 12/06/2021 | | | | | | — | | | | | | — | | | | | | — | | | | | | 3,522 | | | | | | 7,043 | | | | | | 14,086 | | | | | | — | | | | | | — | | | | | | — | | | | | | 499,983 | | |
| | | 1/03/2022 | | | | | | 12/06/2021 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 3,522 | | | | | | — | | | | | | — | | | | | | 250,027 | | | |||
| | | 1/03/2022 | | | | | | 12/06/2021 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,408 | | | | | | 70.99 | | | | | | 27,215 | | | |||
| | | 1/03/2022 | | | | | | 12/06/2021 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 11,526 | | | | | | 70.99 | | | | | | 222,786 | | | |||
| | | — | | | | | | — | | | | | | 236,000 | | | | | | 472,000 | | | | | | 944,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | |||
|
Karla C. Robertson
|
| | | | 1/03/2022 | | | | | | 12/06/2021 | | | | | | — | | | | | | — | | | | | | — | | | | | | 3,258 | | | | | | 6,515 | | | | | | 13,030 | | | | | | — | | | | | | — | | | | | | — | | | | | | 462,500 | | |
| | | 1/03/2022 | | | | | | 12/06/2021 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 3,258 | | | | | | — | | | | | | — | | | | | | 231,285 | | | |||
| | | 1/03/2022 | | | | | | 12/06/2021 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,408 | | | | | | 70.99 | | | | | | 27,215 | | | |||
| | | 1/03/2022 | | | | | | 12/06/2021 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 10,556 | | | | | | 70.99 | | | | | | 204,037 | | | |||
| | | — | | | | | | — | | | | | | 226,875 | | | | | | 453,750 | | | | | | 907,500 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | |||
|
Stephen J. Pilla
|
| | | | 1/03/2022 | | | | | | 12/06/2021 | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,641 | | | | | | 5,282 | | | | | | 10,564 | | | | | | — | | | | | | — | | | | | | — | | | | | | 374,969 | | |
| | | 1/03/2022 | | | | | | 12/06/2021 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,641 | | | | | | — | | | | | | — | | | | | | 187,485 | | | |||
| | | 1/03/2022 | | | | | | 12/06/2021 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,408 | | | | | | 70.99 | | | | | | 27,215 | | | |||
| | | 1/03/2022 | | | | | | 12/06/2021 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 8,293 | | | | | | 70.99 | | | | | | 160,295 | | | |||
| | | — | | | | | | — | | | | | | 162,500 | | | | | | 325,000 | | | | | | 650,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | |||
|
Mario R. D’Ovidio
|
| | | | 1/03/2022 | | | | | | 12/06/2021 | | | | | | — | | | | | | — | | | | | | — | | | | | | 3,874 | | | | | | 7,748 | | | | | | 15,496 | | | | | | — | | | | | | — | | | | | | — | | | | | | 550,031 | | |
| | | 1/03/2022 | | | | | | 12/06/2021 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 3,874 | | | | | | — | | | | | | — | | | | | | 275,015 | | | |||
| | | 1/03/2022 | | | | | | 12/06/2021 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,408 | | | | | | 70.99 | | | | | | 27,215 | | | |||
| | | 1/03/2022 | | | | | | 12/06/2021 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 12,820 | | | | | | 70.99 | | | | | | 247,798 | | | |||
| | | — | | | | | | — | | | | | | 254,000 | | | | | | 508,000 | | | | | | 1,016,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | |
Option Awards
|
| |
Stock Awards
|
| ||||||||||||||||||||||||||||||||||||||||||
|
Name
|
| |
Number of
securities underlying unexercised options (#) Exercisable |
| |
Number of
securities underlying unexercised options (#) Unexercisable |
| |
Option
exercise price ($)(1) |
| |
Option
expiration date |
| |
Number of
shares of stock or units that have not been vested (#)(2) |
| |
Market
value of shares of stock or units that have not vested ($)(3) |
| |
Equity
incentive plan awards: Number of unearned shares that have not vested (#)(4) |
| |
Equity
incentive plan awards: Market or payout value of unearned shares that have not vested ($)(5) |
| ||||||||||||||||||||||||
|
John L. Stauch
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 46,220 | | | | | | 2,078,976 | | | | | | — | | | | | | — | | |
| | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 92,920 | | | | | | 4,179,542 | | | |||
| | | 32,596 | | | | | | — | | | | | | 51.21 | | | | | | 1/2/2024 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | |||
| | | 47,506 | | | | | | — | | | | | | 44.43 | | | | | | 1/2/2025 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | |||
| | | 58,499 | | | | | | — | | | | | | 38.61 | | | | | | 1/3/2027 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | |||
| | | 87,016 | | | | | | — | | | | | | 45.42 | | | | | | 5/2/2028 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | |||
| | | 122,549 | | | | | | — | | | | | | 37.77 | | | | | | 1/2/2029 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | |||
| | | 75,380 | | | | | | 37,691(6) | | | | | | 46.42 | | | | | | 1/2/2030 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | |||
| | | 33,431 | | | | | | 66,862(7) | | | | | | 51.53 | | | | | | 1/4/2031 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | |||
| | | — | | | | | | 77,605(8) | | | | | | 70.99 | | | | | | 1/3/2032 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | |||
|
Robert P. Fishman
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 51,758 | | | | | | 2,328,075 | | | | | | — | | | | | | — | | |
| | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 29,337 | | | | | | 1,319,578 | | | |||
| | | 11,366 | | | | | | 22,734(7) | | | | | | 51.53 | | | | | | 1/4/2031 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | |||
| | | — | | | | | | 22,311(8) | | | | | | 70.99 | | | | | | 1/3/2032 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | |||
|
Jerome O. Pedretti
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 8,138 | | | | | | 366,047 | | | | | | — | | | | | | — | | |
| | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 15,653 | | | | | | 704,072 | | | |||
| | | 6,870 | | | | | | — | | | | | | 45.42 | | | | | | 5/2/2028 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | |||
| | | 5,810 | | | | | | — | | | | | | 42.68 | | | | | | 3/1/2029 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | |||
| | | 8,044 | | | | | | 4,023(9) | | | | | | 41.08 | | | | | | 3/2/2030 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | |||
| | | 5,683 | | | | | | 11,367(7) | | | | | | 51.53 | | | | | | 1/4/2031 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | |||
| | | — | | | | | | 12,934(8) | | | | | | 70.99 | | | | | | 1/3/2032 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | |||
|
Karla C. Robertson
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 7,613 | | | | | | 342,433 | | | | | | — | | | | | | — | | |
| | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 15,616 | | | | | | 702,408 | | | |||
| | | 15,457 | | | | | | — | | | | | | 45.42 | | | | | | 5/2/2028 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | |||
| | | 21,154 | | | | | | — | | | | | | 37.77 | | | | | | 1/2/2029 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | |||
| | | 12,144 | | | | | | 6,073(6) | | | | | | 46.42 | | | | | | 1/2/2030 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | |||
| | | 6,017 | | | | | | 12,036(7) | | | | | | 51.53 | | | | | | 1/4/2031 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | |||
| | | — | | | | | | 11,964(8) | | | | | | 70.99 | | | | | | 1/3/2032 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | |||
|
Stephen J. Pilla
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 18,557 | | | | | | 834,694 | | | | | | — | | | | | | — | | |
| | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 12,364 | | | | | | 556,133 | | | |||
| | | 4,680 | | | | | | 9,361(7) | | | | | | 51.53 | | | | | | 1/4/2031 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | |||
| | | — | | | | | | 9,701(8) | | | | | | 70.99 | | | | | | 1/3/2032 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | |||
|
Mario R. D’Ovidio(10)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 17,868 | | | | | | 803,703 | | |
| | | 6,686 | | | | | | 13,373(7) | | | | | | 51.53 | | | | | | 9/1/2027 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | |||
| | | — | | | | | | 14,228(8)(10) | | | | | | 70.99 | | | | | | 9/1/2027 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
|
Name
|
| |
Grant Date
|
| |
Number of Restricted
Stock Units |
| ||||||
|
John L. Stauch
|
| | | | 1/2/2020 | | | | | | 8,079 | | |
| | | 1/4/2021 | | | | | | 16,648 | | | |||
| | | 1/3/2022 | | | | | | 21,493 | | | |||
|
Robert P. Fishman
|
| | | | 6/1/2020(a) | | | | | | 39,918 | | |
| | | 1/4/2021 | | | | | | 5,661 | | | |||
| | | 1/3/2022 | | | | | | 6,179 | | | |||
|
Jerome O. Pedretti
|
| | | | 3/2/2020 | | | | | | 1,725 | | |
| | | 1/4/2021 | | | | | | 2,831 | | | |||
| | | 1/3/2022 | | | | | | 3,582 | | | |||
|
Karla C. Robertson
|
| | | | 1/2/2020 | | | | | | 1,302 | | |
| | | 1/4/2021 | | | | | | 2,997 | | | |||
| | | 1/3/2022 | | | | | | 3,314 | | | |||
|
Stephen J. Pilla
|
| | | | 9/30/2020(a) | | | | | | 13,540 | | |
| | | 1/4/2021 | | | | | | 2,331 | | | |||
| | | 1/3/2022 | | | | | | 2,686 | | | |||
| Mario R. D’Ovidio(10) | | | | | — | | | | | | — | | |
|
Name
|
| |
Vesting Date
|
| |
Number of Performance
Share Units |
| ||||||
|
John L. Stauch
|
| | | | 12/31/2023 | | | | | | 49,936 | | |
| | | 12/31/2024 | | | | | | 42,985 | | | |||
|
Robert P. Fishman
|
| | | | 12/31/2023 | | | | | | 16,978 | | |
| | | 12/31/2024 | | | | | | 12,359 | | | |||
|
Jerome O. Pedretti
|
| | | | 12/31/2023 | | | | | | 8,490 | | |
| | | 12/31/2024 | | | | | | 7,164 | | | |||
|
Karla C. Robertson
|
| | | | 12/31/2023 | | | | | | 8,989 | | |
| | | 12/31/2024 | | | | | | 6,627 | | | |||
|
Stephen J. Pilla
|
| | | | 12/31/2023 | | | | | | 6,991 | | |
| | | 12/31/2024 | | | | | | 5,373 | | | |||
|
Mario R. D’Ovidio(10)
|
| | | | 12/31/2023 | | | | | | 9,987 | | |
| | | 12/31/2024 | | | | | | 7,881 | | |
| | | |
Option Awards
|
| |
Stock Awards
|
| ||||||||||||||||||
|
Name
|
| |
Number of
shares acquired on exercise (#) |
| |
Value
realized on exercise ($)(1) |
| |
Number of
shares acquired on vesting (#) |
| |
Value
realized on vesting ($)(2) |
| ||||||||||||
| John L. Stauch | | | | | — | | | | | | — | | | | | | 115,960(3) | | | | | | 5,886,903 | | |
| Robert P. Fishman | | | | | — | | | | | | — | | | | | | 2,781 | | | | | | 199,843 | | |
| Jerome O. Pedretti | | | | | — | | | | | | — | | | | | | 8,798(3) | | | | | | 464,242 | | |
| Karla C. Robertson | | | | | — | | | | | | — | | | | | | 18,944(3) | | | | | | 967,150 | | |
| Stephen J. Pilla | | | | | — | | | | | | — | | | | | | 1,145 | | | | | | 82,280 | | |
| Mario R. D’Ovidio | | | | | — | | | | | | — | | | | | | 28,866(4) | | | | | | 1,320,584 | | |
|
Name
|
| |
Plan name
|
| |
Number of
years credited service (#) |
| |
Present value
of accumulated benefit ($)(1) |
| |
Payments
during last fiscal year ($) |
| |||||||||
| John L. Stauch | | |
Pentair, Inc. Supplemental Executive Retirement Plan
|
| | | | 16 | | | | | | 8,084,881 | | | | | | — | | |
|
The Pentair, Inc. Supplemental Executive Retirement and Restoration Plan
|
|
|
Service Age
|
| |
Percentage
|
| |||
| Under 25 | | | | | 4.0% | | |
| 25-34 | | | | | 5.5% | | |
| 35-44 | | | | | 7.0% | | |
| 45-54 | | | | | 9.0% | | |
| 55 or over | | | | | 12.0% | | |
|
The Pentair, Inc. Retirement Savings and Stock Incentive Plan
|
|
|
Name
|
| |
Executive
Contributions in 2022 ($) |
| |
Registrant
Contributions in 2022 ($) |
| |
Aggregate
Earnings/(Loss) in 2022 ($) |
| |
Aggregate
Withdrawals/ Distributions in 2022 ($) |
| |
Aggregate
Balance at December 31, 2022 ($)(1) |
| |||||||||||||||
| John L. Stauch | | | | | 5,536,189 | | | | | | 20,500 | | | | | | (4,057,600) | | | | | | — | | | | | | 11,401,182 | | |
| Robert P. Fishman | | | | | 171,048 | | | | | | 21,319 | | | | | | (119,440) | | | | | | (31,343) | | | | | | 365,907 | | |
| Jerome O. Pedretti | | | | | 805,753 | | | | | | 20,500 | | | | | | (326,455) | | | | | | — | | | | | | 1,497,174 | | |
| Karla C. Robertson | | | | | 131,601 | | | | | | 20,500 | | | | | | (70,672) | | | | | | — | | | | | | 376,323 | | |
| Stephen J. Pilla | | | | | 275,608 | | | | | | 16,508 | | | | | | (50,751) | | | | | | — | | | | | | 346,215 | | |
| Mario R. D’Ovidio | | | | | — | | | | | | 5,000 | | | | | | (2,218) | | | | | | — | | | | | | 10,482 | | |
|
Executive Officer Severance Plan
|
|
|
Change in Control Agreements
|
|
|
Change in Control and Termination Provisions of Incentive Plans
|
|
| Quantification of Compensation Payable upon a Change in Control or Termination of Employment | |
|
Executive
|
| |
Stock Option
Vesting(1)($) |
| |
Restricted Stock Unit
Vesting(1)($) |
| |
Performance Share
Unit Vesting(1)(2)($) |
| |
Total($)
|
| ||||||||||||
| John L. Stauch | | | | | — | | | | | | 1,568,498 | | | | | | 4,421,264 | | | | | | 5,989,762 | | |
|
Executive
|
| |
Cash
Payment (1)($) |
| |
Stock
Option Vesting (2)($) |
| |
Restricted
Stock Unit Vesting (2)($) |
| |
Performance
Share Unit Vesting (2)($) |
| |
Outplacement
(1)($) |
| |
Medical,
Dental (1)($) |
| |
Total
($) |
| |||||||||||||||||||||
| John L. Stauch | | | | | 4,635,000 | | | | | | — | | | | | | 2,078,976 | | | | | | 4,179,587 | | | | | | 15,000 | | | | | | 43,019 | | | | | | 10,951,582 | | |
| Robert P. Fishman | | | | | 2,740,000 | | | | | | — | | | | | | 2,328,165 | | | | | | 1,319,623 | | | | | | 15,000 | | | | | | 43,019 | | | | | | 6,445,807 | | |
| Jerome O. Pedretti | | | | | 2,124,000 | | | | | | 15,690 | | | | | | 366,092 | | | | | | 704,117 | | | | | | 15,000 | | | | | | 41,675 | | | | | | 3,266,574 | | |
| Karla C. Robertson | | | | | 2,117,500 | | | | | | — | | | | | | 342,433 | | | | | | 702,408 | | | | | | 15,000 | | | | | | — | | | | | | 3,177,341 | | |
| Stephen J. Pilla | | | | | 1,650,000 | | | | | | — | | | | | | 834,784 | | | | | | 556,133 | | | | | | 15,000 | | | | | | 43,019 | | | | | | 3,098,936 | | |
| Mario R. D’Ovidio | | | | | 381,000(3) | | | | | | —(4) | | | | | | 1,229,355(4) | | | | | | 806,689(4) | | | | | | 15,000(3) | | | | | | 41,675(3) | | | | | | 2,473,719 | | |
| | | |
Cash
Termination Payment (1)($) |
| |
Stock
Option Vesting (2)($) |
| |
Restricted
Stock Unit Vesting (2)($) |
| |
Performance
Share Unit Vesting (2)($) |
| |
SERP &
Related Pension (1)($) |
| |
Incentive
Compensation (2)($) |
| |
Outplacement
(1)($) |
| |
Legal &
Accounting Advisors (1)($) |
| |
Medical,
Dental, Life Insurance (1)($) |
| |
Total:
Change in Control Only (3)($) |
| |
Total:
Change in Control Followed by Termination (3)($) |
| |||||||||||||||||||||||||||||||||
| John L. Stauch | | | | | 8,545,000 | | | | | | — | | | | | | 2,078,976 | | | | | | 4,179,587 | | | | | | — | | | | | | 1,287,500 | | | | | | 50,000 | | | | | | 15,000 | | | | | | 48,551 | | | | | | 7,546,062 | | | | | | 16,204,613 | | |
| Robert P. Fishman | | | | | 4,030,000 | | | | | | — | | | | | | 2,328,165 | | | | | | 1,319,623 | | | | | | — | | | | | | 685,000 | | | | | | 50,000 | | | | | | 15,000 | | | | | | 48,551 | | | | | | 4,332,788 | | | | | | 8,476,339 | | |
| Jerome O. Pedretti | | | | | 2,821,600 | | | | | | 15,690 | | | | | | 366,092 | | | | | | 704,117 | | | | | | — | | | | | | 472,000 | | | | | | 50,000 | | | | | | 15,000 | | | | | | 46,799 | | | | | | 1,557,899 | | | | | | 4,491,298 | | |
| Karla C. Robertson | | | | | 2,965,000 | | | | | | — | | | | | | 342,433 | | | | | | 702,408 | | | | | | — | | | | | | 453,750 | | | | | | 50,000 | | | | | | 15,000 | | | | | | 5,205 | | | | | | 1,498,590 | | | | | | 4,533,796 | | |
| Stephen J. Pilla | | | | | 2,261,000 | | | | | | — | | | | | | 834,784 | | | | | | 556,133 | | | | | | — | | | | | | 325,000 | | | | | | 50,000 | | | | | | 15,000 | | | | | | 47,663 | | | | | | 1,715,917 | | | | | | 4,089,580 | | |
| (a) | | | (b) | | | (c) | | | (d) | | | (e) | | | (f) | | | (g) | | | (h) | | | (i) | | ||||||||||||||||||||||||
| Year | | | Summary Compensation Table Total Compensation for CEO ($)(1) | | | Compensation Actually Paid to CEO ($)(3)(5) | | | Average Summary Compensation Table Total Compensation for Other NEOs ($)(1)(2) | | | Average Compensation Actually Paid to Other NEOs ($)(2)(4)(5) | | | Value of Initial Fixed $100 Investment based on: | | | Net Income ($) | | | Segment Income ($)(8) | | |||||||||||||||||||||||||||
| Total Shareholder Return ($)(6) | | | Peer Group Total Shareholder Return ($)(6)(7) | | |||||||||||||||||||||||||||||||||||||||||||||
| 2022 | | | | | | | | | | ( | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||||
| 2021 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||
| 2020 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Year | | | Summary Compensation Table Total to CEO ($) | | | Equity Adjustment ($) | | | Pension Adjustment ($) | | | Compensation Actually Paid ($) | | ||||||||||||
| 2022 | | | | | | | | | | ( | | | | | | | | | | | ( | | | ||
| 2021 | | | | | | | | | | | | | | | ( | | | | | | | | |||
| 2020 | | | | | | | | | | | | | | | ( | | | | | | | |
| CEO | | | Service Cost ($) | | | Prior Service Cost for Plan Amendments or New Plan ($) | | | Change in Pension Value from SCT ($) | | | Adjustment to SCT for Pensions ($) | | ||||||||||||
| 2022 | | | | | | | | | | — | | | | | | — | | | | | | | | ||
| 2021 | | | | | | | | | | — | | | | | | ( | | | | | | ( | | | |
| 2020 | | | | | | | | | | — | | | | | | ( | | | | | | ( | | |
| Equity Type | | | Fair Value of 2022 Equity Awards at 12/31/2022 ($) | | | Change in Value of Prior Years Awards Unvested at 12/31/2022 ($) | | | Change in Value of Prior Years Awards That Vested in FY 2022 ($) | | | Less: Fair Value of Awards Forfeited in 2022 as Measured FYE 2021 ($) | | | Cash Dividends Paid ($) | | | Less: SCT Stock Awards and Option Awards ($) | | | Equity Value Included in CAP ($) | | |||||||||||||||||||||
| Stock Awards | | | | | | | | | | ( | | | | | | ( | | | | | | — | | | | | | — | | | | | | ( | | | | | | ( | | | |
| Option Awards | | | | | | | | | | ( | | | | | | ( | | | | | | — | | | | | | — | | | | | | ( | | | | | | ( | | | |
| Total | | | | | | | | | | ( | | | | | | ( | | | | | | — | | | | | | — | | | | | | ( | | | | | | ( | | |
| Equity Type | | | Fair Value of 2021 Equity Awards at 12/31/2021 ($) | | | Change in Value of Prior Years Awards Unvested at 12/31/2021 ($) | | | Change in Value of Prior Years Awards That Vested in FY 2021 ($) | | | Less: Fair Value of Awards Forfeited in 2021 as Measured FYE 2020 ($) | | | Cash Dividends Paid ($) | | | Less: SCT Stock Awards and Option Awards ($) | | | Equity Value Included in CAP ($) | | |||||||||||||||||||||
| Stock Awards | | | | | | | | | | | | | | | | | | | | — | | | | | | — | | | | | | ( | | | | | | | | ||||
| Option Awards | | | | | | | | | | | | | | | | | | | | — | | | | | | — | | | | | | ( | | | | | | | | ||||
| Total | | | | | | | | | | | | | | | | | | | | — | | | | | | — | | | | | | ( | | | | | | | |
| Equity Type | | | Fair Value of 2020 Equity Awards at 12/31/2020 ($) | | | Change in Value of Prior Years Awards Unvested at 12/31/2020 ($) | | | Change in Value of Prior Years Awards That Vested in FY 2020 ($) | | | Less: Fair Value of Awards Forfeited in 2020 as Measured FYE 2019 ($) | | | Cash Dividends Paid ($) | | | Less: SCT Stock Awards and Option Awards ($) | | | Equity Value Included in CAP ($) | | |||||||||||||||||||||
| Stock Awards | | | | | | | | | | | | | | | | | | | | — | | | | | | — | | | | | | ( | | | | | | | | ||||
| Option Awards | | | | | | | | | | | | | | | ( | | | | | | — | | | | | | — | | | | | | ( | | | | | | ( | | | ||
| Total | | | | | | | | | | | | | | | | | | | | — | | | | | | — | | | | | | ( | | | | | | | |
| Year | | | Average Summary Compensation Table Total to NEOs ($) | | | Average Equity Adjustment ($) | | | Average Pension Adjustment ($) | | | Average Compensation Actually Paid ($) | | ||||||||||||
| 2022 | | | | | | | | | | ( | | | | | | — | | | | | | | | ||
| 2021 | | | | | | | | | | | | | | | — | | | | | | | | |||
| 2020 | | | | | | | | | | ( | | | | | | ( | | | | | | | |
| NEOs | | | Average Service Cost ($) | | | Average Prior Service Cost for Plan Amendments or New Plan ($) | | | Average Change in Pension value from SCT ($) | | | Average Adjustment to SCT for Pensions ($) | | ||||||||||||
| 2022 | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| 2021 | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| 2020 | | | | | | | | | | — | | | | | | ( | | | | | | ( | | |
| Equity Type | | | Avg Fair Value of 2022 Equity Awards at 12/31/2022 ($) | | | Avg Change in Value of Prior Years Awards Unvested at 12/31/2022 ($) | | | Avg Change in Value of Prior Years Awards That Vested in FY 2022 ($) | | | Less: Avg Fair Value of Awards Forfeited in 2022 as Measured FYE 2021 ($) | | | Avg Cash Dividends Paid ($) | | | Less: Avg SCT Stock Awards and Option Awards ($) | | | Avg Equity Value Included in CAP ($) | | |||||||||||||||||||||
| Stock Awards | | | | | | | | | | ( | | | | | | ( | | | | | | — | | | | | | — | | | | | | ( | | | | | | | | ||
| Option Awards | | | | | | | | | | ( | | | | | | ( | | | | | | — | | | | | | — | | | | | | ( | | | | | | ( | | | |
| Total | | | | | | | | | | ( | | | | | | ( | | | | | | — | | | | | | — | | | | | | ( | | | | | | ( | | |
| Equity Type | | | Avg Fair Value of 2021 Equity Awards at 12/31/2021 ($) | | | Avg Change in Value of Prior Years Awards Unvested at 12/31/2021 ($) | | | Avg Change in Value of Prior Years Awards That Vested in FY 2021 ($) | | | Less: Avg Fair Value of Awards Forfeited in 2021 as Measured FYE 2020 ($) | | | Avg Cash Dividends Paid ($) | | | Less: Avg SCT Stock Awards and Option Awards ($) | | | Avg Equity Value Included in CAP ($) | | |||||||||||||||||||||
| Stock Awards | | | | | | | | | | | | | | | | | | | | — | | | | | | — | | | | | | ( | | | | | | | | ||||
| Option Awards | | | | | | | | | | | | | | | | | | | | — | | | | | | — | | | | | | ( | | | | | | | | ||||
| Total | | | | | | | | | | | | | | | | | | | | — | | | | | | — | | | | | | ( | | | | | | | |
| Equity Type | | | Avg Fair Value of 2020 Equity Awards at 12/31/2020 ($) | | | Avg Change in Value of Prior Years Awards Unvested at 12/31/2020 ($) | | | Avg Change in Value of Prior Years Awards That Vested in FY 2020 ($) | | | Less: Avg Fair Value of Awards Forfeited in 2020 as Measured FYE 2019 ($) | | | Avg Cash Dividends Paid ($) | | | Less: Avg SCT Stock Awards and Option Awards ($) | | | Avg Equity Value Included in CAP ($) | | |||||||||||||||||||||
| Stock Awards | | | | | | | | | | | | | | | | | | | | ( | | | | | | — | | | | | | ( | | | | | | ( | | | |||
| Option Awards | | | | | | | | | | | | | | | ( | | | | | | ( | | | | | | — | | | | | | ( | | | | | | ( | | | ||
| Total | | | | | | | | | | | | | | | | | | | | ( | | | | | | — | | | | | | ( | | | | | | ( | | |
| Most Important Measures for Linking Pay and Performance | | |||
| Measure 1 - | | | | |
| Measure 2 - | | | | |
| Measure 3 - | | | | |
| Measure 4 - | | | | |
|
![]() |
| |
APPROVE, BY NONBINDING, ADVISORY VOTE, THE FREQUENCY OF FUTURE ADVISORY VOTES ON THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS
|
| |||
|
![]() |
| |
The Board recommends a vote of 1 YEAR on frequency of future advisory votes on compensation
of named executive officers |
|
|
EACH OF THE BOARD AND THE COMPENSATION COMMITTEE RECOMMENDS A VOTE OF “1 YEAR” ON FREQUENCY OF FUTURE ADVISORY VOTES ON COMPENSATION OF NAMED EXECUTIVE OFFICERS.
|
|
|
![]() |
| |
RATIFY, BY NONBINDING, ADVISORY VOTE, THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE INDEPENDENT AUDITOR OF PENTAIR PLC AND TO AUTHORIZE, BY BINDING VOTE, THE AUDIT AND FINANCE COMMITTEE OF THE BOARD OF DIRECTORS TO SET THE AUDITOR’S REMUNERATION
|
| |||
|
![]() |
| |
The Board recommends a vote FOR the ratification of the appointment of Deloitte & Touche LLP as
the independent auditor of Pentair plc and the authorization of the Audit and Finance Committee to set the auditor’s remuneration |
|
|
EACH OF THE BOARD AND THE AUDIT AND FINANCE COMMITTEE RECOMMENDS A VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE INDEPENDENT AUDITOR OF PENTAIR PLC AND THE AUTHORIZATION OF THE AUDIT AND FINANCE COMMITTEE TO SET THE AUDITOR’S REMUNERATION.
|
|
| | | |
2022
|
| |
2021
|
| ||||||
| Audit fees(1) | | | | $ | 5,600 | | | | | $ | 4,775 | | |
| Audit-related fees(2) | | | | | 451 | | | | | | 373 | | |
| Tax fees(3) | | | | | | | | | | | | | |
|
Tax compliance
|
| | | | 699 | | | | | | 1,002 | | |
|
Tax consulting
|
| | | | 729 | | | | | | 645 | | |
|
Total tax fees
|
| | | | 1,428 | | | | | | 1,647 | | |
| Other service fees(4) | | | | | 3 | | | | | | 398 | | |
|
Total
|
| | | $ | 7,482 | | | | | $ | 7,193 | | |
|
![]() |
| |
AUTHORIZE THE BOARD OF DIRECTORS TO ALLOT NEW SHARES UNDER IRISH LAW
|
| |||
|
![]() |
| |
The Board recommends a vote FOR authorization of the Board of Directors to allot new shares under Irish law
|
|
|
THE BOARD RECOMMENDS A VOTE “FOR” AUTHORIZATION OF THE BOARD OF DIRECTORS TO ALLOT NEW SHARES UNDER IRISH LAW.
|
|
|
![]() |
| |
AUTHORIZE THE BOARD OF DIRECTORS TO OPT-OUT OF STATUTORY PREEMPTION RIGHTS UNDER IRISH LAW
|
| |||
|
![]() |
| |
The Board recommends a vote FOR authorization of the Board of Directors to opt-out of statutory preemption rights under Irish law
|
|
|
THE BOARD RECOMMENDS A VOTE “FOR” AUTHORIZATION OF THE BOARD OF DIRECTORS TO OPT-OUT OF STATUTORY PREEMPTION RIGHTS UNDER IRISH LAW.
|
|
|
![]() |
| |
AUTHORIZE THE PRICE RANGE AT WHICH PENTAIR PLC CAN RE-ALLOT SHARES IT HOLDS AS TREASURY SHARES UNDER IRISH LAW
|
| |||
|
![]() |
| |
The Board recommends a vote FOR the authorization of the price range at which Pentair plc can re-allot shares it holds as treasury shares under Irish law
|
|
|
THE BOARD RECOMMENDS A VOTE “FOR” THE AUTHORIZATION OF THE PRICE RANGE AT WHICH PENTAIR PLC CAN RE-ALLOT SHARES IT HOLDS AS TREASURY SHARES UNDER IRISH LAW.
|
|
|
Name of
Beneficial Owner |
| |
Common
Stock(1) |
| |
Share
Units(2) |
| |
Right to
Acquire within 60 days |
| |
RSIP
Stock(3) |
| |
Total
|
| |
% of
Class(4) |
| |||||||||||||||
| Mona Abutaleb | | | | | 10,256 | | | | | | — | | | | | | — | | | | | | — | | | | | | 10,256 | | | | | |
| Melissa Barra | | | | | 1,397 | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,397 | | | | | |
| Glynis A. Bryan | | | | | 29,006 | | | | | | 5,525 | | | | | | 18,070 | | | | | | — | | | | | | 52,601 | | | | | |
| Mario D’Ovidio | | | | | 18,691 | | | | | | — | | | | | | — | | | | | | — | | | | | | 18,691 | | | | | |
| Robert P. Fishman | | | | | 4,766 | | | | | | — | | | | | | 30,170 | | | | | | — | | | | | | 34,936 | | | | | |
| T. Michael Glenn | | | | | 29,893 | | | | | | 1,915 | | | | | | 18,070 | | | | | | — | | | | | | 49,878 | | | | | |
| Theodore L. Harris | | | | | 11,024 | | | | | | — | | | | | | — | | | | | | — | | | | | | 11,024 | | | | | |
| David A. Jones | | | | | 23,081 | | | | | | 55,035 | | | | | | 18,070 | | | | | | — | | | | | | 96,186 | | | | | |
| Gregory E. Knight | | | | | 4,147 | | | | | | — | | | | | | — | | | | | | — | | | | | | 4,147 | | | | | |
| Jerome O. Pedretti | | | | | 23,974 | | | | | | 3,891 | | | | | | 40,424 | | | | | | — | | | | | | 68,289 | | | | | |
| Karla C. Robertson | | | | | 44,513 | | | | | | 1,429 | | | | | | 70,851 | | | | | | — | | | | | | 116,793 | | | | | |
| Michael T. Speetzen | | | | | 11,024 | | | | | | — | | | | | | — | | | | | | — | | | | | | 11,024 | | | | | |
| John L. Stauch | | | | | 318,964 | | | | | | 284,600 | | | | | | 553,967 | | | | | | 918 | | | | | | 1,158,449 | | | | | |
| Billie I. Williamson | | | | | 17,624 | | | | | | — | | | | | | — | | | | | | — | | | | | | 17,624 | | | | | |
| Directors and executive officers as a group (18) | | | | | 584,906 | | | | | | 365,426 | | | | | | 859,692 | | | | | | 1,589 | | | | | | 1,811,613 | | | |
1.10%
|
|
| The Vanguard Group(5) | | | | | 19,553,998 | | | | | | — | | | | | | — | | | | | | — | | | | | | 19,553,998 | | | |
11.86%
|
|
| BlackRock, Inc.(6) | | | | | 14,472,207 | | | | | | — | | | | | | — | | | | | | — | | | | | | 14,472,207 | | | |
8.77%
|
|
| Impax Asset Management Group plc(7) | | | | | 11,854,729 | | | | | | — | | | | | | — | | | | | | — | | | | | | 11,854,729 | | | |
7.19%
|
|
| State Street Corporation(8) | | | | | 11,478,589 | | | | | | — | | | | | | — | | | | | | — | | | | | | 11,478,589 | | | |
6.96%
|
|
|
Proposal
|
| |
Voting Options
|
| |
Vote Required to
Adopt the Proposal |
| |
Broker Discretion
|
| |
Effect of
Abstentions and Broker Non-Voting |
|
| Re-Elect Director Nominees | | |
For, against, or abstain on each nominee
|
| |
Majority of votes cast
|
| | No broker discretion to vote | | | No effect | |
|
Approve, by Nonbinding, Advisory Vote, the Compensation of the Named Executive Officers
|
| |
For, against, or abstain
|
| |
Majority of votes cast
|
| |
No broker discretion to vote
|
| | No effect | |
|
Approve, by Nonbinding, Advisory Vote, the Frequency of Future Advisory Votes on the Compensation of the Named Executive Officers
|
| |
1 Year, 2 Years, 3 Years or abstain
|
| |
Alternative receiving greatest number of votes
|
| |
No broker discretion to vote
|
| | No effect | |
|
Ratify, by Nonbinding, Advisory Vote, the Appointment of the Independent Auditor and Authorize, by Binding Vote, the Audit and Finance Committee to Set the Auditor’s Remuneration
|
| | For, against, or abstain | | |
Majority of votes cast
|
| | Brokers have discretion to vote | | | No effect | |
|
Authorize the Board of Directors to Allot New Shares
|
| |
For, against, or abstain
|
| |
Majority of votes cast
|
| |
Brokers have discretion to vote
|
| | No effect | |
|
Authorize the Board of Directors to Opt-Out of Statutory Preemption Rights
|
| |
For, against, or abstain
|
| | 75% of votes cast | | |
Brokers have discretion to vote
|
| | No effect | |
|
Authorize the Price Range at which Pentair Can Re-allot Treasury Shares
|
| |
For, against, or abstain
|
| | 75% of votes cast | | |
Brokers have discretion to vote
|
| | No effect | |
|
In millions, except per-share data
|
| |
2022
|
| |
2021
|
| |
2020
|
| |
2019
|
| ||||||||||||
| Net sales | | | | $ | 4,121.8 | | | | | $ | 3,764.8 | | | | | $ | 3,017.8 | | | | | $ | 2,957.2 | | |
| Operating income | | | | | 595.3 | | | | | | 636.9 | | | | | | 461.4 | | | | | | 432.5 | | |
|
% of net sales
|
| | | | 14.4% | | | | | | 16.9% | | | | | | 15.3% | | | | | | 14.6% | | |
| Adjustments: | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Restructuring and other
|
| | | | 32.4 | | | | | | 7.5 | | | | | | 15.4 | | | | | | 21.0 | | |
|
Transformation costs
|
| | | | 27.2 | | | | | | 11.7 | | | | | | — | | | | | | — | | |
|
Intangible amortization
|
| | | | 52.5 | | | | | | 26.3 | | | | | | 28.4 | | | | | | 31.7 | | |
|
Legal accrual adjustments and settlements
|
| | | | 0.2 | | | | | | (7.6) | | | | | | — | | | | | | — | | |
|
Asset impairment and write-offs
|
| | | | 25.6 | | | | | | — | | | | | | — | | | | | | 21.2 | | |
|
Inventory step-up
|
| | | | 5.8 | | | | | | 2.3 | | | | | | — | | | | | | 2.2 | | |
|
Deal related costs and expenses
|
| | | | 22.2 | | | | | | 7.9 | | | | | | 0.6 | | | | | | 4.2 | | |
|
Russia business exit impact
|
| | | | 4.7 | | | | | | — | | | | | | — | | | | | | — | | |
|
COVID-19 related costs and expenses
|
| | | | — | | | | | | 0.6 | | | | | | 10.4 | | | | | | — | | |
|
Equity income of unconsolidated subsidiaries
|
| | | | 1.8 | | | | | | 0.3 | | | | | | 1.4 | | | | | | 3.5 | | |
|
Segment income
|
| | | | 767.7 | | | | | | 685.9 | | | | | | 517.6 | | | | | | 516.3 | | |
|
Return on sales
|
| | | | 18.6% | | | | | | 18.2% | | | | | | 17.2% | | | | | | 17.5% | | |
| Net income from continuing operations — as reported | | | | | 483.2 | | | | | | 556.0 | | | | | | 357.1 | | | | | | 361.7 | | |
|
(Gain)
loss on sale of businesses
|
| | | | (0.2) | | | | | | (1.4) | | | | | | 0.1 | | | | | | (2.2) | | |
|
Pension and other post-retirement mark-to-market (gain) loss
|
| | | | (17.5) | | | | | | (2.4) | | | | | | 6.7 | | | | | | (3.4) | | |
|
Amortization of bridge financing fees
|
| | | | 9.0 | | | | | | — | | | | | | — | | | | | | — | | |
|
Other income
|
| | | | — | | | | | | (0.3) | | | | | | (2.2) | | | | | | — | | |
|
Adjustments to operating income
|
| | | | 170.6 | | | | | | 48.7 | | | | | | 54.8 | | | | | | 80.3 | | |
|
Income tax adjustments
|
| | | | (35.9) | | | | | | (30.2) | | | | | | 2.7 | | | | | | (31.4) | | |
| Net income from continuing operations — as adjusted | | | | $ | 609.2 | | | | | $ | 570.4 | | | | | $ | 419.2 | | | | | $ | 405.0 | | |
| Continuing earnings per ordinary share — diluted | | | | | | | | | | | | | | | | | | | | | | | | | |
| Diluted earnings per ordinary share — as reported | | | | $ | 2.92 | | | | | $ | 3.32 | | | | | $ | 2.13 | | | | | $ | 2.12 | | |
| Adjustments | | | | | 0.76 | | | | | | 0.08 | | | | | | 0.37 | | | | | | 0.26 | | |
| Diluted earnings per ordinary share — as adjusted | | | | $ | 3.68 | | | | | $ | 3.40 | | | | | $ | 2.50 | | | | | $ | 2.38 | | |
|
In millions
|
| |
2022
|
| |
2021
|
| |
2020
|
| |
2019
|
| ||||||||||||
| Net cash provided by operating activities of continuing operations | | | | $ | 364.3 | | | | | $ | 613.6 | | | | | $ | 574.2 | | | | | $ | 345.2 | | |
| Capital expenditures | | | | | (85.2) | | | | | | (60.2) | | | | | | (62.2) | | | | | | (58.5) | | |
| Proceeds from sale of property and equipment | | | | | 4.1 | | | | | | 3.9 | | | | | | 0.1 | | | | | | 0.6 | | |
|
Free cash flow from continuing operations
|
| | | $ | 283.2 | | | | | $ | 557.3 | | | | | $ | 512.1 | | | | | $ | 287.3 | | |