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
Contents
Pay Versus Performance
Pay Versus Performance Table
As required by item 402(v) of Regulation S-K, we are providing the following information:
| (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) |
|---|---|---|---|---|---|---|---|---|
| Year · Summary CompensationTable TotalCompensationfor CEO($)(1)(2) · CompensationActually Paidto CEO($)(3) · AverageSummaryCompensationTable TotalCompensationfor Other NEOs($)(1)(2) · AverageCompensationActually Paidto Other NEOs($)(2)(3) · Value of Initial Fixed $100Investment based on: · Net Income($) · Company-WideSegmentIncome($)(6) | ||||||||
| TotalShareholderReturn($)(4) · Peer GroupTotalShareholderReturn($)(5) | ||||||||
| 2023 | 10,008,469 | 17,893,209 | 2,722,854 | 4,497,393 | 143 | 134 | 622,700,000 | 855,100,000 |
| 2022 | 7,783,265 | (1,944,891) | 2,053,323 | 206,764 | 103 | 127 | 480,900,000 | 767,700,000 |
| 2021 | 9,429,546 | 22,765,163 | 2,756,991 | 5,517,160 | 164 | 158 | 553,000,000 | 685,900,000 |
| 2020 | 9,342,044 | 8,880,349 | 2,293,390 | 1,901,314 | 118 | 123 | 358,600,000 | 517,600,000 |
(1)The amounts shown in columns (b) and (d) reflect “Total Compensation” from the Summary Compensation Table (“SCT”) for each year shown. See the SCT and the notes thereto for the compensation elements included in Total Compensation for each year.
(2)For 2023, the CEO was John Stauch and the Other NEOs were Robert Fishman, Executive Vice President, Chief Financial Officer and Chief Accounting Officer, Tanya Hooper, Executive Vice President and Chief Human Resources Officer, Jerome Pedretti, Executive Vice President & CEO, Pool, and Adrian Chiu, Executive Vice President and President, Water Solutions.
For 2022, the CEO was John Stauch and the Other NEOs were Robert Fishman, Executive Vice President, Chief Financial Officer and Chief Accounting Officer, Karla Robertson, Executive Vice President, General Counsel, Secretary and Chief Social Responsibility Officer, Jerome Pedretti, previously Executive Vice President & President, IFT, Steve Pilla, Executive Vice President, Chief Supply Chain Officer and Chief Transformation Officer, and Mario D’Ovidio, former Executive Vice President & President, Consumer Solutions.
For 2021, the CEO was John Stauch and the Other NEOs were Robert Fishman, Executive Vice President, Chief Financial Officer and Chief Accounting Officer, Karla Robertson, Executive Vice President, General Counsel, Secretary and Chief Social Responsibility Officer, Jerome Pedretti, previously Executive Vice President & President IFT, and Mario D’Ovidio, former Executive Vice President & President, Consumer Solutions.
For 2020, the CEO was John Stauch and the Other NEOs were Robert Fishman, Executive Vice President, Chief Financial Officer and Chief Accounting Officer, Karla Robertson, Executive Vice President, General Counsel, Secretary and Chief Social Responsibility Officer, Mario D’Ovidio, former Executive Vice President & President, Consumer Solutions, Mark Borin, former Executive Vice President, Chief Financial Officer, John Jacko, former Executive Vice President, Chief Growth Officer, and Karl Frykman, former Executive Vice President, Chief Operating Officer.
(3)To calculate Compensation Actually Paid, adjustments were made to the “Total Compensation” reported in the SCT for the change in pension value and the value of equity awards, as follows:
| 2024 Proxy Statement | Pentair | 67 |
|---|
Pay Versus Performance
2023 Adjustments
| Adjustments | CEO($) | Average of Other NEOs($) |
|---|---|---|
| Total Compensation from SCT | 10,008,469 | 2,722,854 |
| Adjustments for defined benefit and actuarial pension plans(a): | (745,945) | — |
| Less, aggregate change in the actuarial present value of accumulated benefits under all defined benefit and pension plans reported in the SCT | 1,064,217 | — |
| Plus, service cost | 318,272 | — |
| Adjustments for stock and option awards: | 8,630,685 | 1,774,539 |
| Less, value of “Stock Awards” and “Option Awards” reported in SCT | 6,199,958 | 1,543,728 |
| Plus, year-end fair value of outstanding and unvested equity awards granted in fiscal year 2023 | 9,736,783 | 2,445,732 |
| Plus, the difference between the fair value of equity awards from the end of fiscal year 2022 to the end of fiscal year 2023 for awards granted in any prior fiscal year that are outstanding and unvested at year-end | 2,564,982 | 393,759 |
| Plus, the change in fair value from the end of fiscal year 2022 to the vesting date for equity awards granted in any prior fiscal year for which all applicable vesting conditions were satisfied during fiscal year 2023 | 2,528,878 | 478,649 |
| Add dividends or other earnings paid on stock or option awards in 2023 prior to vesting if not otherwise included in total compensation for fiscal year 2023 | — | 127 |
| Compensation Actually Paid (as calculated) (b) (c) | 17,893,209 | 4,497,393 |
(a)For 2023, none of the Other NEOs participated in a pension plan.
(b)Compensation actually paid is calculated in accordance with the SEC methodology.
(c)Fair value of equity awards are computed in accordance with ASC 718. Assumptions used in the calculation of these amounts are included in note 13 to our audited financial statements for the year December 31, 2023 included in our Annual Report on Form 10-K filed with the SEC on February 20, 2024 and are adjusted for factors such as expected payout on Performance Share Units and expected life for Option Awards as of the respective measurement dates.
(4)The table shows the cumulative total shareholder returns on our ordinary shares, assuming an investment of $100 on December 31, 2020, and the reinvestment of all dividends since that date to the last fiscal day of each applicable year.
(5)Based on the size and diversity of our businesses as well as our market capitalization, we consider the S&P 500 Industrials Index to be our peer group. The S&P 500 Industrials Index is one of the industry indexes used in our performance graph in our Form 10-K.
(6)Our company selected metric is company-wide segment income. Refer to Appendix A for GAAP to Non GAAP Reconciliation.
| 68 | Pentair | 2024 Proxy Statement |
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