PENTAIR plc
For the period ended May 6, 2025. Filed Mar 21, 2025.
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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 6, 2025 · Filed Mar 21, 2025
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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 Chair 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 6, 2025, at 8:00 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 vote your shares. Our transformation continued to deliver financial results as we focus on initiatives to accelerate profitable growthOur Board is focused on our strategies to achieve our mission of helping the world sustainably move, improve and enjoy water, life’s most essential resource:Balanced Portfolio - Our 2024 performance reflects strong execution across all three business segments - Flow, Water Solutions and Pool. We believe our balanced, innovative water portfolio positions us well to benefit from favorable secular trends to drive future growth.Transformation and Accelerating Growth - Our transformation initiatives continued to drive margin expansion in 2024, through key focus areas of pricing, sourcing, operations and organizational effectiveness. Heading into 2025, we remain committed to accelerating growth by focusing on the right customers and products. We are continuing our 80/20 progress by implementing actions plans throughout our organization designed to help accelerate value creation.We are Winning Right to provide smart, sustainable water solutions for people and the planetThroughout 2024, our Board monitored our progress on our social responsibility targets and strategy. Notable areas of focus in 2024 included:uOversight of our regulatory preparedness and resilience planning along our sustainability journey.uEnsuring that we are positioned to advance our leadership in addressing global water challenges.uPursuing customer-centric innovation with a focus on sustainable product innovation and development.As we move into 2025, we remain focused on our sustainability efforts and the opportunity to have a positive impact while furthering the resiliency of our business and driving growth through innovative products and solutions that address water use and water quality, improve energy and material efficiency and enable sustainable well-being.The Board is committed to governance practices that serve our shareholders’ interestsThe Board is led by an independent Chair of the Board, and all directors, other than our CEO, are independent. Importantly, the Board reviews and monitors our corporate strategy throughout the year, and allocates risk oversight among the full Board and the Board’s committees. The Board also oversees our shareholder engagement program that provides an opportunity to hear directly from shareholders.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 Chair of the Board | John L. StauchPentair President and CEO | |
| 2025 Proxy Statement | Pentair | 1 |
|---|
Notice of Annual General Meeting of Shareholders
| Date and TimeMay 6, 2025 8:00 a.m. local time (BST) | LocationClaridge’sBrook StreetMayfairLondon, W1K 4HRUnited Kingdom | Who Can VoteShareholders as ofMarch 7, 2025 areentitled to vote |
| Voting Items | |
|---|---|
| Proposal | Page Reference |
| 1.By separate resolutions, to re-elect the following director nominees: | 9 |
| (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. | 30 |
| 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. | 73 |
| 4.To authorize the Board of Directors to allot new shares under Irish law. | 76 |
| 5.To authorize the Board of Directors to opt-out of statutory preemption rights under Irish law. | 77 |
| 6.To authorize the price range at which Pentair plc can re-allot shares it holds as treasury shares under Irish law. | 78 |
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 7, 2025 are entitled to receive notice of, and 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, 2024 and the reports of the directors and the statutory auditors thereon.
By Order of the Board of Directors,
Karla C. Robertson, Secretary
March 21, 2025
| 2 | Pentair | 2025 Proxy Statement |
Notice of Annual General Meeting of Shareholders
Voting Methods
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 vote by internet or telephone, have your proxy card, Notice of Internet Availability or voting instruction form in hand to access your 16-digit control number.
| Method | Instruction | Deadline |
|---|---|---|
| By Internet | You can vote over the Internet at www.proxyvote.com and follow the instructions (have your Notice of Internet Availability, proxy card or voting instruction form in hand when accessing the website) | 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 1, 2025 (11:59 p.m. Eastern Daylight Time on April 30, 2025) for shares held in the Company’s retirement plans or employee stock purchase plan; oru4:59 a.m. (British Summer Time) on May 5, 2025 (11:59 p.m. Eastern Daylight Time on May 4, 2025) for shares held of record or through a broker or bank. |
| By Telephone | You can vote by telephone by calling the number on the proxy card or voting instruction form. | |
| By Mail | 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 the Company’s registered address electronically. | |
| Vote in Person | 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. | |
| Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on May 6, 2025. 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 8:00 a.m. local time (Irish Standard Time) on May 6, 2025. See “Questions and Answers about the Annual General Meeting and Voting” for further information on participating in the Annual General Meeting in Ireland. | ||
| 2025 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 | 9 | |
| Board of Directors | 10 | |
| 2025 Board Nominees | 10 | |
| Sustainability Overview | 17 | |
| Corporate Governance | 18 | |
| Board Structure and Processes | 18 | |
| Committees of the Board | 19 | |
| Attendance at Meetings | 21 | |
| Board and Committee Self-Assessments | 21 | |
| Board Education | 21 | |
| The Board’s Role and Responsibilities | 22 | |
| Other Governance Policies and Practices | 23 | |
| Director Compensation | 25 | |
| PROPOSAL 2 — Approve, by Nonbinding, Advisory Vote, the Compensation of the Named Executive Officers | 30 | |
| Compensation Committee Report | 31 | |
| Compensation Discussion and Analysis | 32 | |
| Named Executive Officers | 32 | |
| Executive Summary | 32 | |
| Our Compensation Philosophy and Objectives | 36 | |
| How Executive Compensation Decisions are Made | 37 | |
| Elements and Payouts of 2024 NEO Compensation | 40 | |
| Other Compensation Policies and Practices | 50 | |
| Executive Compensation Tables | 54 | |
| Summary Compensation Table | 54 | |
| Grants of Plan-Based Awards in 2024 | 56 | |
| Outstanding Equity Awards at December 31, 2024 | 57 | |
| 2024 Option Exercises and Stock Vested Table | 59 | |
| 2024 Pension Benefits | 59 | |
| 2024 Nonqualified Deferred Compensation Table | 61 | |
| Potential Payments Upon Termination or Change in Control | 62 | |
| CEO Pay Ratio | 68 | |
| Pay Versus 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 | 73 | |
| Audit Matters | 74 | |
|---|---|---|
| Audit and Finance Committee Pre-approval Policy | 74 | |
| Fees Paid to the Independent Auditors | 74 | |
| Audit and Finance Committee Report | 75 | |
| PROPOSAL 4 — Authorize the Board of Directors to Allot New Shares Under Irish Law | 76 | |
| PROPOSAL 5 — Authorize the Board of Directors to Opt-Out of Statutory Preemption Rights Under Irish Law | 77 | |
| PROPOSAL 6 — Authorize the Price Range at Which Pentair plc can Re-Allot Shares it Holds as Treasury Shares Under Irish Law | 78 |
| Ownership of Pentair Securities | 79 | |
|---|---|---|
| Security Ownership | 79 | |
| Questions and Answers about the Annual General Meeting and Voting | 81 | |
| Shareholder Proposals and Nominations for the 2026 Annual General Meeting of Shareholders | 85 | |
| Irish Disclosure of Shareholder Interests | 86 | |
| Reduce Duplicate Mailings | 86 | |
| Appendix A — Reconciliation of GAAP to Non-GAAP Financial Measures | A-1 |
| Frequently Requested Information | |
|---|---|
| Shareholder Engagement | 8 |
| Board Leadership Structure | 18 |
| Summary of 2024 Financial Results | 32 |
| Compensation Best Practices | 36 |
| 4 | Pentair | 2025 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.