PENTAIR plc
For the period ended May 6, 2025. Filed Mar 21, 2025.
View on SEC.govAbout this filing
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
Contents
Proxy Statement Summary
This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information you should consider, and you should read the entire Proxy Statement before voting.
Voting Matters
| Proposal | Board VoteRecommendation | Vote Required | PageReference |
|---|---|---|---|
| 1.Re-Elect Director Nominees | FOReach nominee | Majority of votes cast | 9 |
| 2.Approve, by Nonbinding, Advisory Vote, the Compensation of the Named Executive Officers | FOR | Majority of votes cast | 30 |
| 3.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 | Majority of votes cast | 73 |
| 4.Authorize the Board of Directors to Allot New Shares | FOR | Majority of votes cast | 76 |
| 5.Authorize the Board of Directors to Opt-Out of Statutory Preemption Rights | FOR | 75% of votes cast | 77 |
| 6.Authorize the Price Range at Which Pentair Can Re-Allot Treasury Shares | FOR | 75% of votes cast | 78 |
Director Nominees
| Name and Primary Occupation · Age* · DirectorSince · CommitteeMemberships | ||
|---|---|---|
| AFC | CC | GC |
| Mona Abutaleb Stephenson INDChief Executive Officer, Medical Technology Solutions, LLC | 62 | 2019 |
| Melissa Barra INDExecutive Vice President, Chief Sales and Services Officer, Sleep Number Corporation | 53 | 2021 |
| Tracey C. Doi INDRetired Group Vice President and Chief Financial Officer, Toyota Motor North America | 64 | 2023 |
| T. Michael Glenn INDRetired Executive Vice President, FedEx Corporation and Chief Executive Officer, FedEx Services | 69 | 2007 |
| Theodore L. Harris INDChief Executive Officer, Balchem Corporation | 60 | 2018 |
| David A. Jones (Chair) INDRetired Senior Advisor, Oak Hill Capital Partners | 75 | 2003 |
| Gregory E. Knight INDSenior Advisor, Digital Transformation, Boston Consulting Group, Inc. | 57 | 2021 |
| Michael T. Speetzen INDChief Executive Officer, Polaris Inc. | 55 | 2018 |
| John L. StauchPresident and Chief Executive Officer, Pentair plc | 60 | 2018 |
| Billie I. Williamson INDRetired Senior Assurance Partner, Ernst & Young LLP | 72 | 2014 |
| AFC – Audit and Finance CommitteeCC – Compensation Committee | GC – Governance CommitteeIND – Independent | – Committee Member – Committee Chair |
|---|
- As of the date of the filing of this Proxy Statement
| 6 | Pentair | 2025 Proxy Statement |
Proxy Statement Summary
Corporate Governance Strengths
Independent Board Leadership, via an independent, non-executive Chair of the Board and all independent directors on committees
Annual Election of Directors
Majority Voting, the vote requirement for director elections, except in the case of a contested election
Proxy Access, available to shareholders who meet certain ownership, retention and other requirements set forth in our Articles of Association
Share Ownership Guidelines, establish meaningful minimum share ownership levels for directors and executive officers with a transition period for new appointments
Company Strategy, reviewed and monitored throughout the year by the Board
Board and Committee Self-Assessments, conducted annually
Related Person Transactions Policy, designed to avoid conflicts of interest
Overboarding Policy, limiting directors to serving on a total of four public company boards or, in the case of a director serving as a CEO, a total of two public company boards
Clawback Policy, aligned with SEC rules and NYSE listing standards
Fiscal Year 2024 Executive Compensation
The Compensation Committee believes that the most effective executive compensation program aligns executive initiatives with shareholders’ interests. The Compensation Committee seeks to accomplish this objective by rewarding the achievement of specific annual, long-term, and strategic goals that create lasting shareholder value.
Elements of Compensation and Pay Mix
The graphics below describe the elements of our executive compensation program and illustrate the approximate targeted mix of fixed, annual, and long-term incentive compensation we provided in 2024 to our Chief Executive Officer and our other executive officers who are named in the Summary Compensation Table (the “Named Executive Officers” or “NEOs”). These graphics also illustrate the approximate amount of target direct compensation considered at risk. This summary of fiscal year 2024 compensation should be read in connection with the “Compensation Discussion and Analysis” (see page 32).
| Base Salary | Annual Incentives | Long-Term Incentives |
|---|---|---|
| Purpose: To provide fixed compensation competitive in the marketplaceFeatures: uDetermined based on numerous factors such as competitive market conditions, level of responsibility, experience, and individual performance | Purpose: To reward short-term performance against specific financial targetsFeatures: uPaid after end of one-year performance perioduBased on achievement against annual company-wide and/or segment financial performance targetsuPayout range of 50% of target (at threshold) to 200% of target (at maximum)uPayout subject to a +/- 10% modifier to address progress towards our five social responsibility strategic targets announced in 2021 | Purpose: To link management incentives to long-term value creation and shareholder return Features: u50% performance share units based on achievement against three-year financial performance targets paid after end of three-year performance periodu25% stock options with a 10-year term vesting ratably on first three grant date anniversaries u25% restricted stock units vesting ratably on first three grant date anniversaries |
| CEO | AVERAGE OF OTHER NEOs | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| n | Base Salary | n | Management Incentive Plan(Annual Incentive) | n | Long-Term Incentives | n | Base Salary | n | Management Incentive Plan(Annual Incentive) | n | Long-Term Incentives |
| 2025 Proxy Statement | Pentair | 7 |
|---|
Proxy Statement Summary
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.