PENTAIR plc
For the period ended May 7, 2024. Filed Mar 22, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 7, 2024 · Filed Mar 22, 2024
PNR$68.12-2.4%Stored close · as of Nov 6, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
| ☑ | Filed by the Registrant | ☐ | Filed by a party other than the Registrant |
|---|
| CHECK THE APPROPRIATE BOX: | |
|---|---|
| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☑ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under §240.14a-12 |
Pentair plc
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
| PAYMENT OF FILING FEE (CHECK ALL BOXES THAT APPLY): | |
|---|---|
| ☑ | No fee required |
| ☐ | Fee paid previously with preliminary materials |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
Letter to Shareholders
| David A. JonesPentair Chairman of the BoardJohn L. StauchPentair President and CEO | ||
|---|---|---|
| You are cordially invited to attend the Annual General Meeting of Shareholders of Pentair plc on Tuesday, May 7, 2024, 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. We oversaw execution of our transformation program to deliver margin expansionIn 2023, our balanced water portfolio, combined with our transformation initiatives, delivered notable margin expansion. Our Flow and Water Solutions businesses partially offset volume declines in our Pool business. We continued to accelerate our transformation initiatives around pricing excellence, strategic sourcing, operations excellence and organizational effectiveness. The integration of the Manitowoc Ice acquisition has exceeded our expectations, and we are enhancing performance accountability throughout the organization.The Board continues to focus on opportunities to advance as an industry leader for providing sustainable water solutions that positively impact people and the planet while we drive operational efficiencies and growth in our business. These dynamics, together with our high performance and Win Right values, position us to continue delivering on our commitments and create long-term value despite ongoing complexities in the operating environment.We appointed a new director, adding to the financial expertise and diversity on our BoardEffective August 15, 2023, Tracey Doi joined our Board as an independent director. Tracey is a seasoned director and operational leader with skilled experience in strategic planning, finance, transformations, enterprise systems, and business analytics. She most recently served as Group Vice President and Chief Financial Officer of Toyota Motor North America until her retirement in 2022, where she developed deep experience with global manufacturing in a complex industry.Our Board is delivering on our commitment to governance and sustainabilityOur Board continues to monitor best practices in corporate governance and executive compensation which are also informed by our ongoing shareholder engagement. In 2023, we revised our executive compensation clawback policy applicable to financial restatements to align with the recently adopted NYSE rules. We also enhanced our director overboarding policy and summarized it in the proxy statement.We recognize that our purpose of creating a better world for people and the planet through smart, sustainable water solutions, and our mission to helping the world sustainably move, improve, and enjoy water, life’s most essential resource, allow us to deliver value for our shareholders while also leading on social responsibility. We believe we are well positioned to continue on this leadership journey.On behalf of the entire Board, we thank you for your confidence in us. We value your investment, your input and your support. | ||
| David A. JonesPentair Chairman of the Board | John L. StauchPentair President and CEO | |
| 2024 Proxy Statement | Pentair | 1 |
|---|
Notice of Annual General Meeting of Shareholders
| Date and TimeMay 7, 2024 (Day) 7:00 a.m. local time (BST) | LocationClaridge’sBrook StreetMayfairLondon, W1K 4HRUnited Kingdom | Who Can VoteShareholders as of March 8, 2024 are entitled to vote |
| Voting Items | |
|---|---|
| Proposal | Page Reference |
| 1.By separate resolutions, to re-elect the following director nominees: | 10 |
| (i)Mona Abutaleb Stephenson(ii)Melissa Barra(iii)Tracey C. Doi(iv)T. Michael Glenn(v)Theodore L. Harris | (vi)David A. Jones(vii)Gregory E. Knight(viii)Michael T. Speetzen(ix)John L. Stauch(x)Billie I. Williamson |
| 2.To approve, by nonbinding, advisory vote, the compensation of the named executive officers. | 29 |
| 3.To 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. | 71 |
| 4.To authorize the Board of Directors to allot new shares under Irish law. | 74 |
| 5.To authorize the Board of Directors to opt-out of statutory preemption rights under Irish law. | 75 |
| 6.To authorize the price range at which Pentair plc can re-allot shares it holds as treasury shares under Irish law. | 76 |
In addition, shareholders will consider and act on such other business as may properly come before the Annual General Meeting or any adjournment.
Proposals 1, 2, 3, and 4 are ordinary resolutions, requiring the approval of a simple majority of the votes cast at the meeting. Proposals 5 and 6 are special resolutions, requiring the approval of not less than 75% of the votes cast.
Only shareholders of record as of the close of business on March 8, 2024 are entitled to receive notice of and to vote at the Annual General Meeting. If you are a shareholder entitled to attend and vote at the Annual General Meeting, you are entitled to appoint a proxy or proxies to attend, speak and vote on your behalf. A proxy need not be a shareholder. If you wish to appoint as proxy any person other than the individuals specified on the proxy card to attend and vote at the Annual General Meeting on your behalf, please contact our Corporate Secretary at our registered office or deliver to the Corporate Secretary at our registered office a proxy card in the form set out in section 184 of the Irish Companies Act 2014 (the “Companies Act”).
At the Annual General Meeting, management will review Pentair plc’s affairs and will also present Pentair plc’s Irish Statutory Financial Statements for the fiscal year ended December 31, 2023 and the reports of the directors and the statutory auditors thereon.
By Order of the Board of Directors,
Karla C. Robertson, Secretary
March 22, 2024
| 2 | Pentair | 2024 Proxy Statement |
Notice of Annual General Meeting of Shareholders
How to Vote
| By InternetYou can vote over the Internet atwww.proxyvote.com. | Vote in PersonIf 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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| By TelephoneYou 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. | By MailYou 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. |
| 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:u4:59 A.M. (BRITISH SUMMER TIME) ON MAY 2, 2024 (11:59 P.M. EASTERN DAYLIGHT TIME ON MAY 1, 2024) FOR SHARES HELD IN THE COMPANY’S RETIREMENT PLANS OR EMPLOYEE STOCK PURCHASE PLANu4:59 A.M. (BRITISH SUMMER TIME) ON MAY 6, 2024 (11:59 P.M. EASTERN DAYLIGHT TIME ON MAY 5, 2024) FOR SHARES HELD OF RECORD OR THROUGH A BROKER OR BANK | |
| Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on May 7, 2024. The Annual Report, Notice of Annual General Meeting, Proxy Statement, and Irish Statutory Financial Statements and Related Reports are available by Internet at www.proxyvote.com. | 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 (Irish Standard Time). See “Questions and Answers about the Annual General Meeting and Voting” for further information on participating in the Annual General Meeting in Ireland. |
| 2024 Proxy Statement | Pentair | 3 |
|---|
Table of Contents
| Letter to Shareholders | 1 | |
|---|---|---|
| Notice of Annual General Meeting of Shareholders | 2 | |
| Business and Financial Results | 5 | |
| Proxy Statement Summary | 6 | |
| PROPOSAL 1 — Re-Elect Director Nominees | 10 | |
| Board of Directors | 11 | |
| 2024 Board Nominees | 11 | |
| ESG Overview | 18 | |
| Corporate Governance | 19 | |
| Board Structure and Processes | 19 | |
| Committees of the Board | 20 | |
| Attendance at Meetings | 22 | |
| Board and Committee Self-Assessments | 22 | |
| Board Education | 22 | |
| The Board’s Role and Responsibilities | 23 | |
| Other Governance Policies and Practices | 24 | |
| Director Compensation | 25 | |
| PROPOSAL 2 — Approve, by Nonbinding, Advisory Vote, the Compensation of the Named Executive Officers | 29 | |
| Compensation Committee Report | 30 | |
| Compensation Discussion and Analysis | 31 | |
| Named Executive Officers | 31 | |
| Executive Summary | 31 | |
| Our Compensation Philosophy and Objectives | 35 | |
| How Executive Compensation Decisions are Made | 36 | |
| Elements and Payouts of 2023 NEO Compensation | 39 | |
| Other Compensation Policies and Practices | 48 | |
| Executive Compensation Tables | 52 | |
| Summary Compensation Table | 52 | |
| Grants of Plan-Based Awards in 2023 | 54 | |
| Outstanding Equity Awards at December 31, 2023 | 55 | |
| 2023 Option Exercises and Stock Vested Table | 57 | |
| 2023 Pension Benefits | 57 | |
| 2023 Nonqualified Deferred Compensation Table | 59 | |
| Potential Payments Upon Termination or Change in Control | 60 | |
| CEO Pay Ratio | 66 | |
| Pay Versus Performance | 67 | |
| Tabular List of Important Performance Measures Used to Link Pay and Performance | 69 | |
| Description of Relationship Between Pay and Performance | 69 |
| PROPOSAL 3 — 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 | 71 | |
| Audit Matters | 72 | |
|---|---|---|
| Audit and Finance Committee Pre-approval Policy | 72 | |
| Fees Paid to the Independent Auditors | 72 | |
| Audit and Finance Committee Report | 73 | |
| PROPOSAL 4 — Authorize the Board of Directors to Allot New Shares Under Irish Law | 74 | |
| PROPOSAL 5 — Authorize the Board of Directors to Opt-out of Statutory Preemption Rights Under Irish Law | 75 | |
| PROPOSAL 6 — Authorize the Price Range at Which Pentair Plc can Re-allot Shares it Holds as Treasury Shares Under Irish Law | 76 |
| Ownership of Pentair Stock | 77 | |
|---|---|---|
| Security Ownership | 77 | |
| Delinquent Section 16(a) Report | 78 | |
| Questions and Answers about the Annual General Meeting and Voting | 79 | |
| Shareholder Proposals and Nominations for the 2025 Annual General Meeting of Shareholders | 83 | |
| Irish Disclosure of Shareholder Interests | 84 | |
| Reduce Duplicate Mailings | 86 | |
| Appendix A — Reconciliation of GAAP to Non-GAAP Financial Measures | A-1 |
| Frequently Requested Information | |
|---|---|
| Director Dashboard | 7 |
| Shareholder Engagement | 9 |
| Board Leadership Structure | 19 |
| Summary 2023 Financial Results | 31 |
| Compensation Governance Best Practices | 35 |
| Clawback Policy | 50 |
| 4 | Pentair | 2024 Proxy Statement |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.