SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
the
Securities Exchange Act of 1934 (Amendment No. )
| ☑ | Filed by the Registrant | ||||||||||
☐ | Filed by a | ||||||||||
| 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 | ||||||
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
 | ||||||||
No fee | ||||||||
Fee paid previously with preliminary materials | ||||||||
| ☐ | Fee computed on table | |||||||
 | Letter to Shareholders | ||||
| ||||||||||||||
You are cordially invited to attend the Annual General Meeting of Shareholders of Pentair plc on Tuesday, May We oversaw execution of our In 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 The Board We appointed a new director, adding to Effective Our Board is delivering on Our 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 | ||||||||||||||
We remain committed to ensuring strong governance at Pentair, which is demonstrated through practices such as our independent board leadership, annual election of directors and providing shareholders with proxy access rights. On behalf of the entire Board, we thank you for your confidence in us. We value your investment, your input and your support.
| 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. Jones Pentair Chairman of the Board |  John L. Stauch Pentair President and CEO | |||||||
Pentair plc 3
2024 Proxy Statement | Pentair | 1 | |||||||
To Be Held May 4, 2021
Our Annual General Meeting of Shareholders will be held at Pentair's office in the United States located at 5500 Wayzata Blvd., Suite 900, Golden Valley, Minnesota 55416, on Tuesday, May 4, 2021, at 8:00 a.m. Central Time, to consider and vote upon the following proposals:
| Notice of Annual General Meeting of Shareholders | ||||
 | Date and Time May 7, 2024 (Day) 7:00 a.m. local time (BST) |  | Location Claridge’s Brook Street Mayfair London, W1K 4HR United Kingdom |  | Who Can Vote Shareholders 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: | |||||||||||
(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. | ||||||||||||||||||
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 | ||||||||||||||||||
4.To authorize the Board of Directors to allot new shares under Irish law. | |||||||||||||||||||
5.To authorize the Board of Directors to opt-out of statutory preemption rights under Irish law. | |||||||||||||||||||
6.To authorize the price range at which Pentair plc can re-allot shares it holds as treasury shares under Irish law. | |||||||||||||||||||
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.
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”).
Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on May 4, 2021. 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 2:00 p.m. local time. See "Questions and Answers About the Annual General Meeting and Voting" for further information on participating in the Annual General Meeting in Ireland.
4 2021 Proxy Statement
| 2 | Pentair | 2024 Proxy Statement | |||||||
| Notice of Annual General Meeting of Shareholders | ||||
Pentair plc 5
![icon_byinternet[fortest].jpg](https://capedge.com/proxy/DEF 14A/0000077360-24-000013/pnr-20240320_g12.jpg) By Internet You can vote over the Internet at www.proxyvote.com. |  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. | ||||
 By Telephone 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. |  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 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 PLAN u4:59 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 | ||||
 | ||||||||
| ||||||||
| ||||||||
| ||||||||
| ||||||||
| ||||||||
A-1 | ||||||||
| 4 | Pentair | 2024 Proxy Statement | |||||||
| Business and Financial Results | ||||
$4.1 billion OF SALES Flat compared to FY2022 | $855.1 million OF SEGMENT INCOME*  11% from FY2022 | ||||||||||
$3.75 ADJUSTED EARNINGS PER SHARE* 2% from FY2022 | INCREASED QUARTERLY CASH DIVIDEND from $0.21  $0.22per share | ||||||||||
RETURN ON SALES* of 20.8% 220bps from FY2022 | $145.2 million CASH RETURNED TO SHAREHOLDERS in cash dividends in FY2023 | ||||||||||
FREE CASH FLOW* from continuing operations of $550.4 million  94% from FY2022 | |||||||||||
ROIC of 14.3% | |||||||||||
| * Please see Appendix A for reconciliation of GAAP to non-GAAP financial measures included in this section. | |||||||||||
2024 Proxy Statement | Pentair | 5 | |||||||
| Proxy Statement Summary | ||||
| Proposal | Board Vote Recommendation | Vote Required | Page Reference | ||||||||
1.Re-Elect Director Nominees | FOR each nominee | Majority of votes cast | |||||||||
2.Approve, by Nonbinding, Advisory Vote, the Compensation of the Named Executive Officers | FOR | Majority of votes cast | |||||||||
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 | |||||||||
4.Authorize the Board of Directors to Allot New Shares | FOR | Majority of votes cast | |||||||||
5.Authorize the Board of Directors to Opt-Out of Statutory Preemption Rights | FOR | 75% of votes cast | |||||||||
6.Authorize the Price Range at Which Pentair Can Re-allot Treasury Shares | FOR | 75% of votes cast | |||||||||
| Name and Primary Occupation | Age* | Director Since | Diversity Information | Committee Memberships | |||||||||||||||||||||||||
| Gender | Race/Ethnicity | AFC | CC | GC | |||||||||||||||||||||||||
 | Mona Abutaleb Stephenson IND Chief Executive Officer, Medical Technology Solutions, LLC | 61 | 2019 | F | Middle Eastern |  | |||||||||||||||||||||||
 | Melissa Barra IND Executive Vice President, Chief Sales and Services Officer, Sleep Number Corporation | 52 | 2021 | F | Two or More Races** | | |||||||||||||||||||||||
 | Tracey C. Doi IND Retired Group Vice President and Chief Financial Officer, Toyota Motor North America | 63 | 2023 | F | Asian | | |||||||||||||||||||||||
 | T. Michael Glenn IND Retired Executive Vice President, FedEx Corporation and Chief Executive Officer, FedEx Services | 68 | 2007 | M | White |  | | ||||||||||||||||||||||
 | Theodore L. Harris IND Chief Executive Officer, Balchem Corporation | 59 | 2018 | M | White | | | ||||||||||||||||||||||
 | David A. Jones (Chairman) IND Senior Advisor, Oak Hill Capital Partners | 74 | 2003 | M | White | | | ||||||||||||||||||||||
 | Gregory E. Knight IND Senior Advisor, Digital Transformation, Boston Consulting Group, Inc. | 56 | 2021 | M | Black / African American | | |||||||||||||||||||||||
 | Michael T. Speetzen IND Chief Executive Officer, Polaris Inc. | 54 | 2018 | M | White | | |||||||||||||||||||||||
 | John L. Stauch President and Chief Executive Officer, Pentair plc | 59 | 2018 | M | White | ||||||||||||||||||||||||
 | Billie I. Williamson IND Retired Senior Assurance Partner, Ernst & Young LLP | 71 | 2014 | F | White | | | ||||||||||||||||||||||
AFC – Audit and Finance Committee CC – Compensation Committee | GC – Governance Committee IND – Independent | – Committee Member– Committee Chair | ||||||
| 6 | Pentair | 2024 Proxy Statement | |||||||
| Proxy Statement Summary | ||||
Tracey C. Doi Appointed as a New Director in 2023 In 2023, the Board of Directors appointed Tracey C. Doi to serve as a member of the Board and on the Company’s Audit and Finance Committee. Ms. Doi is a seasoned Director and operational leader with skilled experience in strategic planning, finance, transformations, enterprise systems, and business analytics. More information about Ms. Doi can be found in the “2024 Board Nominees” section of this Proxy Statement. | ||
| Director Dashboard | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Tenure Balance | Race / Ethnicity | Gender Diversity | Director Independence | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
 |  |  |  | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| n | ≤3 Years | n | 7-9 Years | n | White | n | Asian | n | Male | n | Female | n | Independent | n | Not Independent | |||||||||||||||||||||||||||||||||||||||||||||||
| n | 4-6 Years | n | ≥10 Years | n | Black / African American | n | Two or More Races* | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| n | Middle Eastern | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| * Hispanic / Latinx and White | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Independent Board Leadership, via an independent, non-executive Chairman of the Board and all independent directors on committeesAnnual Election of DirectorsMajority Voting, the vote requirement for director elections, except in the case of a contested electionProxy Access, available to shareholders who meet certain ownership, retention and other requirements set forth in our Articles of AssociationShare Ownership Guidelines, establish meaningful minimum share ownership levels for directors and executive officers with a transition period for new appointmentsCompany Strategy, reviewed and monitored throughout the year by the BoardBoard and Committee Self-Assessments, conducted annuallyRelated Person Transactions Policy, designed to avoid conflicts of interestNew in 2023  Clawback Policy, revised to comply with new SEC rule and NYSE listing standardsCorporate Governance Principles, revised to change overboarding policy from five public company boards to four public company boards for directors who do not serve as public company executive officers and from three public company boards to two public company boards for directors who serve as public company executive officers | ||
2024 Proxy Statement | Pentair | 7 | |||||||
Proposal | Board Vote Recommendation | Vote Required | Page Reference | |||||
| 1. | Re-Elect Director Nominees | FOR each nominee | Majority of votes cast | 9 | ||||
| | | | | | | | | |
| 2. | Approve, by Nonbinding, Advisory Vote, the Compensation of the Named Executive Officers | FOR | Majority of votes cast | 28 | ||||
| | | | | | | | | |
| 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 | 61 | ||||
| | | | | | | | | |
| 4. | Approve the Pentair plc Employee Stock Purchase and Bonus Plan, as amended and restated | FOR | Majority of votes cast | 64 | ||||
| | | | | | | | | |
| 5. | Authorize the Board of Directors to Allot New Shares | FOR | Majority of votes cast | 68 | ||||
| | | | | | | | | |
| 6. | Authorize the Board of Directors to Opt-Out of Statutory Preemption Rights | FOR | 75% of votes cast | 69 | ||||
| | | | | | | | | |
| 7. | Authorize the Price Range at which Pentair Can Re-allot Treasury Shares | FOR | 75% of votes cast | 71 | ||||
| Proxy Statement Summary | ||||
| | | | | | | Committee Memberships | ||||||||
| | | | | | | | | | | | | | | |
| | Name | | Age | | Director Since | | Independent | | Audit and Finance | | Compensation | | Governance | |
| | Mona Abutaleb Stephenson | | 58 | | 2019 | | ✓ | | · | | | |||
| | | | | | | | | | | | | | | |
| | Glynis A. Bryan | | 62 | | 2003 | | ✓ | |  | | | |||
| | | | | | | | | | | | | | | |
| | T. Michael Glenn | | 65 | | 2007 | | ✓ | | | | | · | ||
| | | | | | | | | | | | | | | |
| | Theodore L. Harris | | 56 | | 2018 | | ✓ | | | · | | · | ||
| | | | | | | | | | | | | | | |
| | David A. Jones (Chairman) | | 71 | | 2003 | | ✓ | | | · | | · | ||
| | | | | | | | | | | | | | | |
| | Gregory E. Knight | | 53 | | 2021 | | ✓ | | · | | | |||
| | | | | | | | | | | | | | | |
| | Michael T. Speetzen | | 51 | | 2018 | | ✓ | | · | | | |||
| | | | | | | | | | | | | | | |
| | John L. Stauch | | 56 | | 2018 | | | | | |||||
| | | | | | | | | | | | | | | |
| | Billie I. Williamson | | 68 | | 2014 | | ✓ | | | · | | | ||
| | | | | | | | | | | | | | | |
|
| |
|
|
|
6 2021 Proxy Statement
PROXY SUMMARY
|
 | ||
| ||
| ||
|
| ||
| ||
| ||
|
|
The Compensation Committee believes that the most effective executive compensation program aligns executive initiatives with shareholders'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 | ||
Shareholder support of our executive compensation program was reflected in our 2020 "say on pay vote" with 95% of votes cast in favor of our proposal. In 2020, the Compensation Committee maintained the majority of changes adopted over the last number of years, which reflected the Committee's focus on pay for performance, shareholder feedback, and industry and market practices. In addition, the Committee approved compensation for our new Named Executive Officers, adopted an Executive Officer Severance Plan, and approved annual incentive and long term incentive payouts.
This summary of fiscal 20202023 compensation decisions should be read in connection with "Executive Compensation" below, including "Compensationthe “Compensation Discussion and Analysis"Analysis” (see page 30)31).
Pentair plc 7
8 2021 Proxy Statement
PROPOSAL 1
Our Board currently has nine members. The size of our Board is limited to no fewer than seven and no more than eleven members, and our Board believes that any size in this range is appropriate. On the recommendation of the Governance Committee, our Board has nominated the nine director nominees named in the resolutions below, all of whom are current directors for re-election for a one-year term expiring on completion of the 2022 Annual General Meeting. If any of the director nominees should become unable to accept election, your proxy or proxies may vote for other persons selected by the Board. Management has no reason to believe that any of the director nominees named below will be unable to serve his or her full term if elected.
Biographies of the director nominees follow. These biographies include for each director his or her age (as of the date of the filing of this Proxy Statement); his or her business experience; his or her directorships in public companies and other organizations within the past five years; and a discussion of the specific experience, qualifications, attributes or skills that led to the conclusion that each should serve as a director.
Gregory E. Knight is standing for election by our shareholders for the first time. In December 2020, Mr. Knight was appointed by our Board to serve as a director effective January 1, 2021. Mr. Knight was identified as a potential candidate for our Board by an independent search firm who assisted the Governance Committee in identifying and evaluating potential candidates.
The text of the resolutions with respect to Proposal 1 is as follows:
"IT IS RESOLVED, by separate resolutions to re-elect the following nine director nominees for a term expiring on completion of the 2022 Annual General Meeting:
CEO  | AVERAGE OF OTHER NEOs  | |||||||||||||||||||||||||||||||||||||||
| Base Salary | Management Incentive Plan (Annual Incentive) | Long-Term Incentives | Base Salary | n | Management Incentive Plan (Annual Incentive) | n | Long-Term Incentives | |||||||||||||||||||||||||||||||||
THE BOARD RECOMMENDS A VOTE "FOR" RE-ELECTION OF EACH DIRECTOR NOMINEE.
Pentair plc 9
PROPOSAL 1
Annual Incentive Award ESG Modifier Since 2022, the Compensation Committee has approved the inclusion of an ESG component in the Company’s annual incentive program for executive officers. The ESG component addresses progress toward our five social responsibility strategic targets announced in 2021 in the form of a potential modifier to the final annual incentive program calculation based on financial targets. | ||
|
|  | |
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.
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.
Other Public Board Service:
Sandy Spring Bancorp, Inc. (2015–present)
|
|  | |
Biography
Since 2007, Ms. Bryan has been the Chief Financial Officer of Insight Enterprises, Inc., a leading provider of information technology products and solutions to clients in North America, Europe, the Middle East and the Asia-Pacific region. Between 2005 and 2007, Ms. Bryan was the Executive Vice President and Chief Financial Officer of Swift Transportation Co., a holding company that operates the largest fleet of truckload carrier equipment in the United States. Between 2001 and 2005, Ms. Bryan was the Chief Financial Officer of APL Logistics, the supply-chain management arm of Singapore-based NOL Group, a logistics and global transportation business. Prior to joining APL, Ms. Bryan spent 16 years with Ryder System, Inc., a truck leasing company where Ms. Bryan served as Senior Vice President and Chief Financial Officer of Ryder Transportation Services from 1999 to 2000.
Skills & Qualifications
Ms. Bryan has extensive global financial and accounting experience in a variety of business operations along with significant leadership experience. Ms. Bryan's institutional knowledge of Pentair, her global perspective, and her logistics expertise allow her to make significant contributions to the Board.
Other Public Board Service:
Pinnacle West Capital Corporation (2020–present)
10 2021 Proxy Statement
PROPOSAL 1
|
|  | |
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.
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.
Other Public Board Service:
Lumen Technologies, Inc. (2017–present); Level 3 Communications, Inc. (2012–2017); Renasant Corporation (2008–2012); Deluxe Corporation (2004–2007)
|
|  | |
Biography
Since 2015, 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 2017, Mr. Harris has served as Chairman of Balchem Corporation's board of directors. 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, Inc., serving 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. Between 1993 and 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.
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.
Other Public Board Service:
Balchem Corporation (2015–present)
Pentair plc 11
PROPOSAL 1
|
|  | |
Biography
Mr. Jones serves as the Chairman of the Board. Since 2008, Mr. Jones has been Senior Advisor to Oak Hill Capital Partners, a private equity firm. In 2017, Mr. Jones was appointed to the board of directors of Checkers Drive-In Restaurants, Inc., a leading national restaurant chain, from 2016 to October 2019, Mr. Jones served on the board of directors of Imagine! Print Solutions, a provider of in-house marketing solutions, and from 2012 to October 2020, Mr. Jones served on the board of directors of Earth Fare, Inc., one of the largest natural food retailers in the U.S., all of which are privately owned by Oak Hill Capital Partners. Between 1996 and 2007, Mr. Jones was Chairman and Chief Executive Officer of Spectrum Brands, Inc. (formerly Rayovac Corporation), a global consumer products company with major businesses in batteries, lighting, shaving/grooming, personal care, lawn and garden, household insecticide, and pet supply product categories. Mr. Jones also served in leadership roles with Rayovac, Spectrum Brands, Thermoscan, The Regina Company and Electrolux Corp.
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.
Other Public Board Service:
Dave & Buster's Entertainment, Inc. (2010–2016); The Hillman Group (2010–2014); Simmons Bedding Company (2000–2010); Spectrum Brands, Inc. (1996–2007); Tyson Foods, Inc. (1995–2005)
|
|  | |
Biography
Mr. Knight serves as the Executive Vice President, Customer Transformation and Business Services of CenterPoint Energy, Inc., an energy delivery company. He was the Chief Customer Officer, US Energy and Utilities, of National Grid US, an energy delivery company, from 2019 until August 2020. Mr. Knight served at CenterPoint Energy, Inc. 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.
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.
12 2021 Proxy Statement
PROPOSAL 1
|
|  | |
Biography
Since January 2021, Mr. Speetzen has served as the Interim 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. Mr. Speetzen served as Executive Vice President, Finance and Chief Financial Officer of Polaris 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.
Skills & Qualifications
Mr. Speetzen brings to our Board extensive financial experience and knowledge of global markets and transacting international business.
|
|  | |
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 International Inc. 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.
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.
Other Public Board Service:
Deluxe Corporation (2016–present)
Pentair plc 13
PROPOSAL 1
|
|  | |
Biography
Ms. Williamson serves as 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.
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.
Other Public Board Service:
Cushman & Wakefield plc (2018–present); Kraton Corporation (2018–present); XL Group Ltd. (2018); CSRA Inc. (2015–2018); Janus Capital Group Inc. (2015–2017); Exelis Inc. (2012–2015); Annie's Inc. (2012–2014)
14 2021 Proxy Statement
PROPOSAL 1
|
The Board, based on the recommendation of the Governance Committee, determines the independence of each director based upon the New York Stock Exchange ("NYSE") listing standards and the categorical standards of independence included in our Corporate Governance Principles. Based on these standards, the Board has affirmatively determined that all of our non-employee directors (i.e., Mses. Abutaleb, Bryan, and Williamson and Messrs. Glenn, Harris, Jones, Knight, and Speetzen) are independent and have no material relationship with us (including our directors and officers) that would interfere with their exercise of independent judgment. John L. Stauch, our President and Chief Executive Officer, is the only director who is not independent.
In determining independence, our Board and Governance Committee consider circumstances where a director serves as an employee of another company
that is a customer or supplier. The Board and Governance Committee have reviewed each of these relationships, which are set forth below. In every case, the relationship involves sales to or purchases from the other company that, for each of 2018, 2019, and 2020, were (a) less than the greater of $1 million or 2% of that organization's consolidated gross revenues during each of 2018, 2019, and 2020; and (b) not of an amount or nature that impeded the director's exercise of independent judgment.
| 8 | Pentair | 2024 Proxy Statement | |||||||
| Proxy Statement Summary | ||||
 Who we engaged |  How we engaged |  What we learned | ||||||
In the fall of 2023, we reached out to our largest shareholders representing 55% of our outstanding shares to engage on corporate governance, executive compensation, and ESG matters. | Shareholders representing approximately 19% of our outstanding shares accepted our invitation to meet and participated in individual conference calls. | Based on our shareholder engagement, and other feedback from investors throughout the year, we believe we continue to be focused on what matters to our shareholders, including: ucreating and delivering value for our customers and shareholders, and uensuring that our ESG efforts are aligned with driving sustainable and resilient business operations. | ||||||
Shareholder support of our executive compensation program was reflected in our 2023 “say-on-pay vote” with 91% of votes cast in favor of our proposal. In 2023, the Compensation Committee maintained the majority of changes adopted over the last number of years, which reflected the Committee’s focus on pay for performance, shareholder feedback, and industry and market practices. | Say-on-Pay | |||||||||||||
| 2021 | 2022 | 2023 | ||||||||||||
| Votes “For” as Percent of Votes Cast | 91% | 94% | 91% | |||||||||||
| Communicating with Directors | ||
2024 Proxy Statement | Pentair | 9 | |||||||
| PROPOSAL 1 | |||||||||||||||||
| Re-Elect Director Nominees | |||||||||||||||||
 | The Board recommends a vote FOR each director nominee. | ||||||||||||||||
Our Board currently has ten members. The size of our Board is limited to no fewer than seven and no more than eleven members. Accordingly, the Board has set the number of directors that will constitute the Board effective at the Annual General Meeting at ten. On the recommendation of the Governance Committee, our Board has nominated the ten director nominees named in the resolutions below, all of whom are current directors, for re-election for a one-year term expiring on completion of the 2025 Annual General Meeting. If any of the director nominees should become unable to accept election, your proxy or proxies may vote for other persons selected by the Board. Management has no reason to believe that any of the director nominees named below will be unable to serve his or her full term if elected. Biographies of the director nominees follow. These biographies include for each director his or her age (as of the date of the filing of this Proxy Statement); his or her business experience; his or her directorships in public companies and other organizations within the past five years; and a discussion of the specific experience, qualifications, attributes or skills that led to the conclusion that each should serve as a director. Tracey C. Doi is standing for election by our shareholders for the first time. In July 2023, Ms. Doi was appointed by our Board to serve as a director effective August 15, 2023. Ms. Doi was identified as a potential candidate for the Board by a non-employee director and referred to the independent search firm that assisted the Governance Committee in identifying and evaluating potential candidates. The text of the resolutions with respect to Proposal 1 is as follows: “IT IS RESOLVED, by separate resolutions to re-elect the following ten director nominees for a term expiring on completion of the 2025 Annual General Meeting: | |||||||||||||||||
uMona Abutaleb Stephenson uMelissa Barra uTracey C. Doi uT. Michael Glenn | uTheodore L. Harris uDavid A. Jones uGregory E. Knight | uMichael T. Speetzen uJohn L. Stauch uBillie I. Williamson.” | |||||||||||||||
The Board recommends a vote FOR re-election of each director nominee. | |||||||||||||||||
| 10 | Pentair | 2024 Proxy Statement | |||||||
| Board of Directors | ||||
| Director Qualifications, Skills and Expertise | ||
►
►- ueach director should be an individual of the highest character and integrity and have an inquiring mind, vision and the ability to work well with others;
►
►
►
►
Pentair plc 15
PROPOSAL 1
2024 Proxy Statement | Pentair | 11 | |||||||
| Board of Directors | ||||
| Nominee Biographies | ||
MONA ABUTALEB STEPHENSON Chief Executive Officer, Medical Technology Solutions, LLC Independent Age: 61 Director Since: 2019 Committees Served: Audit and Finance Gender; Race/Ethnicity: Female (Middle Eastern) Other Current Public Board Service: Sandy Spring Bancorp, Inc. (2015–present) | Biography: uChief Executive Officer of Medical Technology Solutions, LLC, a provider of technology solutions for the healthcare industry, from 2019 to present uChief Executive Officer of mindSHIFT Technologies, Inc., an IT outsourcing/managed services and cloud services provider, from 2013 to 2018 uPresident and Chief Operating Officer of mindSHIFT from 2006 to 2013 uSenior Vice President of Ricoh USA from 2015 to 2017 and Executive Vice President of Ricoh Global Services from 2017 to 2018 uIn 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 | |||||||||||||
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. | ||||||||||||||
MELISSA BARRA Executive Vice President, Chief Sales and Services Officer, Sleep Number Corporation Independent Age: 52 Director Since: 2021 Committees Served: Audit and Finance Gender; Race/Ethnicity: Female (Two or More Races*) | Biography: uExecutive Vice President, Chief Sales and Services Officer for Sleep Number Corporation, a provider of smart sleep technology, from 2020 to present uVice 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, since joining Sleep Number in 2013 uSenior leadership roles in strategy, corporate development and finance for Best Buy Co., Inc., a multinational consumer electronics retailer, from 2005 to 2012 uStrategy leadership and corporate finance roles at Grupo Futuro, Citibank and GE Capital | ||||||||||||||||
Skills & Qualifications: Ms. Barra has a strong background in customer experience, sales, 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 growth, customer, human capital and diversity strategies important to our business. | |||||||||||||||||
| 12 | Pentair | 2024 Proxy Statement | |||||||
| Board of Directors | ||||
TRACEY C. DOI Retired Group Vice President and Chief Financial Officer, Toyota Motor North America Independent Age: 63 Director Since: 2023 Committees Served: Audit and Finance Gender; Race/Ethnicity: Female (Asian) Other Current Public Board Service: Quest Diagnostics Incorporated (2021–present) | Biography: uGroup Vice President and Chief Financial Officer of Toyota Motor North America, an automobile designer and manufacturer, from 2003 to 2022 uVice President, Corporate Controller of Toyota Motor Sales, USA from 2000 to 2003 uMember of the board of directors of Quest Diagnostics Incorporated from 2021 to present uIndependent trustee for SunAmerica Series Trust and Seasons Series Trust from 2021 to present uMember of the board of directors of City National Bank, a Royal Bank of Canada Company from 2016 to 2021 | |||||||||||||
Skills & Qualifications: Ms. Doi has a significant executive background in corporate finance, strategic planning, transformation, operations, enterprise systems, and business analytics, and brings to our Board deep experience with a global manufacturer operating in a complex industry. | ||||||||||||||
T. MICHAEL GLENN Retired Executive Vice President, FedEx Corporation and Chief Executive Officer, FedEx Services Independent Age: 68 Director Since: 2007 Committees Served: Compensation (Chair) Governance Gender; Race/Ethnicity: Male (White) Other Current Public Board Service: Lumen Technologies, Inc. (2017–present) | Biography: uMember of the board of directors of Lumen Technologies, Inc. (formerly CenturyLink, Inc.), a global communications and information technology services company, from 2017 to present, including as Chairman of the board of directors since May 2020 uSenior Advisor to Oak Hill Capital Partners, a private equity firm, from 2017 to 2020 uServed as Chief Executive Officer of FedEx Services, responsible for all marketing, sales, customer service and retail operation functions for FedEx Corporation, from 2000 to 2016 uExecutive Vice President, FedEx Corporation and member of the Executive Committee, from 1998 to 2016 uVarious marketing, sales and customer service roles including senior leadership positions, from 1981 to 1998 at FedEx Corporation, a global leader of supply chain, transportation and relations information services | |||||||||||||
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. | ||||||||||||||
2024 Proxy Statement | Pentair | 13 | |||||||
| Board of Directors | ||||
THEODORE L. HARRIS Chief Executive Officer, Balchem Corporation Independent Age: 59 Director Since: 2018 Committees Served: Compensation Governance Gender; Race/Ethnicity: Male (White) Other Current Public Board Service: Balchem Corporation (2015–present) | Biography: uChief Executive Officer and member of the board of directors of Balchem Corporation, a provider of specialty performance ingredients and products for the food, nutritional, feed, pharmaceutical, medical sterilization and industrial industries, from 2015 to present, and Chairman of Balchem’s board of directors, from 2017 to present u11 years of various senior management positions at Ashland, Inc., a global specialty chemical provider in a wide variety of markets and applications, such as architectural coatings, adhesives, automotive, construction, energy, food and beverage, personal care, and pharmaceutical, including most recently as Senior Vice President and President, Performance Materials, from 2014 to 2015 uSenior Vice President and President, Performance Materials & Ashland Supply Chain from 2011 to 2014, and prior to that, Vice President and President, Performance Materials & Ashland Supply Chain uVariety of senior level roles for FMC Corporation, a global provider of crop-protection products, from 1993 to 2004, including General Manager of the Food Ingredients Business | ||||||||||||||||||||||
Skills & Qualifications: Mr. Harris brings to our Board broad managerial, international, operational, financial and sales experience, as well as his track record of leading businesses with complex, global supply chains, and developing worldwide marketing strategies and his strong connectivity to consumer end markets. | |||||||||||||||||||||||
DAVID A. JONES Chairman of the Board and Senior Advisor, Oak Hill Capital Partners Independent Age: 74 Director Since: 2003 Committees Served: Compensation Governance Gender; Race/Ethnicity: Male (White) | Biography: uSenior Advisor to Oak Hill Capital Partners, a leading private equity firm, from 2008 to present uMember of the board of directors of Checker’s/Rally’s Drive In Restaurants, Inc., a leading national restaurant chain, from 2017 to 2023 uMember of the board of directors of The Hillman Group, a provider of fasteners and hardware items to large North American retailers, from 2012 to 2016 uMember of the board of directors of Earth Fare, Inc., a leading natural and organic food retailer, from 2012 to 2020, and member of the board of directors of Imagine! Print Solutions, a provider of in-store marketing solutions to leading national retailers, from 2016 to 2019, all Oak Hill Capital portfolio companies uChairman 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, from 1996 to 2007 uLeadership roles with Spectrum Brands, Rayovac, Thermoscan, The Regina Company, Electrolux Corp and General Electric | |||||||||||||
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. | ||||||||||||||
| 14 | Pentair | 2024 Proxy Statement | |||||||
| Board of Directors | ||||
GREGORY E. KNIGHT Senior Advisor, Digital Transformation, Boston Consulting Group, Inc. Independent Age: 56 Director Since: 2021 Committees Served: Audit and Finance Gender; Race/Ethnicity: Male (Black/ African American) | Biography: uSenior Advisor, Digital Transformation at Boston Consulting Group, Inc., a global consulting firm, from 2023 to present uExecutive Vice President, Customer Transformation and Business Services of CenterPoint Energy, Inc., an energy delivery company, from 2020 to 2023 uChief Customer Officer, US Energy and Utilities, of National Grid US, an energy delivery company, from 2019 to 2020 uSenior Vice President and Chief Customer Officer, Utility and Commercial Businesses, from 2014 to 2019 and Division Vice President, Customer Services, from 2009 to 2014, at CenterPoint Energy uVarious management positions at Ricoh Americas Corporation, from 2004 to 2009, Reliant retail energy, from 2001 to 2004, Allen Knight Inc., from 2000 to 2001, and Verizon, from 1992 to 2000 | ||||||||||||||||
Skills & Qualifications: Mr. Knight brings to our Board a strong background in sales, brand, marketing and customer experience in both business-to-business and business-to-customer environments in retail energy and utilities. Mr. Knight also brings executive leadership in large-scale enterprise information technology, digital transformation and cyber security. | |||||||||||||||||
MICHAEL T. SPEETZEN Chief Executive Officer, Polaris Inc. Independent Age: 54 Director Since: 2018 Committees Served: Audit and Finance (Chair) Gender; Race/Ethnicity: Male (White) Other Current Public Board Service: Polaris Inc. (2021–present) | Biography: uChief Executive Officer and a member of the board of directors 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, from 2021 to present uInterim Chief Executive Officer, from January to May 2021, and Executive Vice President, Finance and Chief Financial Officer, from 2015 to 2020, prior to his current role at Polaris uSenior Vice President, Finance and Chief Financial Officer of Xylem Inc., a leading global water technology equipment and service provider, from 2011 to 2015 uVice 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, prior to joining Xylem | |||||||||||||
Skills & Qualifications: Mr. Speetzen brings to our Board extensive financial experience as well as knowledge of global markets, transacting international business, and broad managerial and operational experience. | ||||||||||||||
2024 Proxy Statement | Pentair | 15 | |||||||
| Board of Directors | ||||
JOHN L. STAUCH President and Chief Executive Officer, Pentair plc Age: 59 Director Since: 2018 Gender; Race/Ethnicity: Male (White) Other Current Public Board Service: Deluxe Corporation (2016–present) | Biography: uPresident and Chief Executive Officer of Pentair plc, from 2018 to present, having previously served as Chief Financial Officer of Pentair, from 2007 to 2018 uChief Financial Officer of the Automation and Control Systems unit of Honeywell International Inc., from 2005 to 2007 uChief 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 uDirector of Deluxe Corporation, from 2016 to present, where he is currently chair of the audit committee and a member of the finance committee | ||||||||||||||||
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. | |||||||||||||||||
BILLIE I. WILLIAMSON Retired Senior Assurance Partner, Ernst & Young LLP Independent Age: 71 Director Since: 2014 Committees Served: Governance (Chair) Compensation Gender; Race/Ethnicity: Female (White) Other Current Public Board Service: Cricut Inc. (2021–present) Cushman & Wakefield plc (2018–present) | Biography: uOver three decades of experience auditing public companies as an employee and partner of Ernst & Young LLP uMember of the board of directors of Cricut Inc. from 2021 to present uMember of the board of directors of Cushman & Wakefield from 2018 to present uSenior Assurance Partner at Ernst & Young from 1998 to 2011 uWas 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 uMember of the boards of directors of Kraton Corporation from 2018 to 2022, XL Group Ltd., in 2018, CSRA Inc., from 2015 to 2018, Janus Capital Group Inc., from 2015 to 2017, Exelis Inc., from 2012 to 2015, and Annie’s Inc., from 2012 to 2014 | |||||||||||||
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. | ||||||||||||||
| 16 | Pentair | 2024 Proxy Statement | |||||||
| Board of Directors | ||||
| Director Independence | ||
| Director | Relationship(s) Considered | ||||
| Mr. Jones | Senior Advisor, Oak Hill Capital Partners | ||||
| Mr. Knight | Former Executive Vice President, Customer Transformation and Business Services of CenterPoint Energy, Inc. | ||||
| Mr. Speetzen | Chief Executive Officer, Polaris Inc. | ||||
| Shareholder Recommendations, Nominations and Proxy Access | ||
submitted within the timing requirements set forth in the Articles of Association. See "Shareholder“Shareholder Proposals and Nominations for the 20222025 Annual General Meeting of Shareholders"Shareholders” below for more information.
16 2021 Proxy Statement
2024 Proxy Statement | Pentair | 17 | |||||||
| ESG Overview | ||||
Environmental
We are focused on reducing our impact on climate change by reducing greenhouse gas emissions while increasing energy and water use efficiency measures throughout our operations. We also seek to continue reducing waste from operations; increase reuse and recycling; support the use of sustainable, renewable natural resources; and design products that facilitate environmental sustainability.
Social
We are focused on enhancing our efforts to engage our suppliers, customers and employees by augmenting our supplier code of conduct. We are also focused on continuing our employee engagement efforts, and executing on our inclusion and diversity strategies and initiatives. We also remain committed to providing a safe workplace for all our employees.
Governance
We are focused on our culture of Winning Right and compliance, including delivering for our customers on product safety and regulatory compliance. We are also focused on creating value for our shareholders with accountability for performance.
We have published an annual corporate responsibility report that has reported on ESG and our accomplishments. In addition, we established a formal social responsibility program to further advance our social responsibility goals. Karla Robertson, our EVP, General Counsel, and Secretary, was appointed to the additional role of Chief Social Responsibility Officer. She leads Pentair's social responsibility program with oversight and strategic direction provided by our Board of Directors and its Governance Committee.
Pentair plc 17
 | Environmental |  | Social | ||||||||
| We are focused on reducing our impact on climate change by reducing greenhouse gas emissions while increasing energy and water use efficiency measures throughout our operations. We also seek to continue reducing waste from operations; increase reuse and recycling; support the use of sustainable, renewable natural resources; and design products that facilitate environmental sustainability. | We are focused on enhancing our efforts to engage our suppliers, customers and employees. We partner with our suppliers to build a more sustainable supply chain, including through our supplier code of conduct and assessments. We are also focused on continuing our employee engagement efforts and executing our inclusion and diversity strategies and initiatives. We also remain committed to providing a safe workplace for all our employees. | ||||||||||
 | Governance | ||||||||||
Our Board provides ESG oversight by periodically reviewing our ESG strategy, including social responsibility strategic targets, communications, and risks. In addition, the Governance Committee oversees ESG strategy and risks, including business sustainability risks. We publish an annual corporate responsibility report that reports on ESG and our accomplishments. We also maintain a formal social responsibility program to further advance our social responsibility goals. Karla Robertson, our Executive Vice President, General Counsel, and Secretary, serves in the additional role of Chief Social Responsibility Officer. She leads Pentair’s social responsibility program and regular ESG updates are provided at least quarterly to the Governance Committee and at least annually to the full Board. As part of the social responsibility program, we have a team of professionals dedicated to executing our ESG strategy and managing sustainability policies, initiatives, and public reporting. Cross functional leaders work with our dedicated social responsibility team of professionals to integrate ESG into their functions and businesses and drive the ESG culture. Through our business risk review process, we assess climate risks across our portfolio. Our risk assessments provide us with insights for determining applicable | mitigation measures so that we can take appropriate preventative steps to improve and promote business continuity for our operations and our customers. We have internal audit and third-party assurance processes to assess our procedures. Specifically, we have worked to receive third-party limited assurance for data related to our social responsibility strategic targets. As part of our shareholder engagement in 2023, in the fall, we reached out to our largest shareholders representing 55% of our shares to engage specifically around corporate governance, executive compensation and ESG matters, and shareholders representing approximately 19% percent of our shares accepted our invitation to meet and participated in individual conference calls. Based on this engagement, and other feedback from investors throughout the year, we believe we continue to be focused on what matters to our shareholders, which is creating and delivering value for our customers and shareholders, and ensure that our ESG efforts are aligned with driving sustainable and resilient business operations. Our efforts center around our culture of Winning Right. This includes focusing on compliance and continuing to prioritize providing a safe environment for our employees. | ||||||||||
| 18 | Pentair | 2024 Proxy Statement | |||||||
| Corporate Governance |
In March 2020,
In response to the pandemic, Pentair has also done the following:
►Implemented a broad and effective crisis response
►Established a COVID-19 Core Response Team, with oversight by the Executive Team and Board of Directors
►Built a globally aligned pandemic response plan with standardized site-level Exposure Control Plans covering among other things:•Standard process on social distancing, barriers and facial coverings
•Expanded disinfection and sanitation procedures•Centralized supply management to ensure access to protective equipment•- its Audit and
escalation processes
►Implemented a telework policy for employees able to work from home
►DevelopedFinance, Compensation, andoptimized a case tracking system
►Deployed a controlled visitor access policy across our sites
►Established and updated a COVID-19 Information Hub on our employee intranet site, providing employeesGovernance Committees, in accordance withupdated information, protocols and guidance
►Established travel, field work and meeting safety protocols and guidance and provided employee training on the protocols
►Continuously reviewed customer needs and re-balanced lines and staffing levels to mitigate business impact to customers and mitigate the effectsrules ofCOVID-19 related supply chain disruptions
►Deployed a global shelter in place/government decree review process to ensure compliance with various dynamic government orders
►Offered enhanced employee support including: COVID-19 pay assistance, expanded telemedicine access, and a third-party professional partnership on COVID case management, contact tracing and testing
►Provided information and resources on vaccines
For more discussion of the impact of the COVID-19 pandemic on our business, please see our Annual Report on Form 10-K for the fiscal year ended December 31, 2020 (the "Form 10-K") filed with the Securities and Exchange Commission (the "SEC"(“SEC”), the NYSE and Irish law.
18 2021 Proxy Statement
Committees of the Board At the direction of the Board, we have instituted an enterprise-wide risk management process that identifies potential exposure to risks that arise in the course of our business. The Board and regularly reports to the full Board. The Board uses our enterprise-wide risk management system as a key tool for understanding the risks facing us as well as assessing whether the foundation upon which goals are established. Throughout the year, the Board reviews our strategy and monitors The Board views its role in succession planning and talent development as a key responsibility. At least once per year, usually as part of the annual talent review process, the Board discusses and reviews the succession plans for the Chief Executive Officer position and other executive officers and key contributors. The Board becomes familiar with potential successors for key management positions through various means, including annual talent reviews, presentations to the Board, and communications outside of meetings. Our succession planning process is an organization-wide practice designed to proactively identify, develop and retain the leadership talent that is critical for our future business success. Our Board has adopted written policies and procedures regarding related person transactions. For purposes of these policies and procedures: interest and the amount will or may reasonably be expected to exceed $120,000 in any fiscal year. related person The Governance Committee will not approve nor ratify any related person transaction that is inconsistent with our interests or those of our shareholders. The Governance Committee annually reviews the compensation of our non-employee directors and makes recommendations to the Board. Our independent directors approve our director compensation. The Company provides a Products and Services Program for Directors that is intended to encourage the use and promotion of Pentair’s products and service offerings by our directors, and for our directors to have first-hand knowledge of our customers’ experiences. Directors are eligible for a maximum of $20,000 of products and services annually; we cover sales taxes on the products and services and directors are responsible for paying associated income taxes. Non-Employee Director Chair preparation of U.K. tax returns and any U.K. taxes on such payment or reimbursement. In addition, for the purposes of limiting double-taxation on U.K. sourced income, non-employee directors are eligible to receive tax equalization payments if the income taxes owed on U.K. sourced income Non-employee directors receive an annual equity grant as a part of their compensation. The full value of the annual equity grant is delivered in the form of restricted stock units. The restricted stock units vest on the first anniversary of the grant date. Each restricted stock unit represents the right to receive one ordinary share upon vesting. The restricted stock units accrue dividend equivalents that will be paid out in ordinary shares if and when the award vests. The annual grant for Mona Abutaleb Glynis A. Bryan T. Michael Glenn Theodore L. Harris David A. Jones Michael T. Speetzen Billie I. Williamson (a) Name(1) Mona Abutaleb Glynis A. Bryan Jacques Esculier T. Michael Glenn Theodore L. Harris David A. Jones Michael T. Speetzen Billie I. Williamson Annual Report on Form 10-K filed with the SEC on February 2023. . benefits. The Compensation Committee reviews total compensation for executive officers and the relative levels of each of these forms of compensation against the The Compensation Committee reviews annually the effectiveness of our executive compensation program and considers a number of factors, including business results, strategic priorities, shareholder alignment, and market practice. As a result of the evolution of our compensation program and changes we have made in response to market dynamics and shareholder feedback, key aspects of our current executive compensation program include: How Executive Compensation Decisions are Made competitive market data, but also factors such as company, business unit and individual performance, scope of responsibility, critical needs and skill sets, experience, leadership potential, and succession planning. All companies in our peer group are: Purpose Base salaries for the Named Executive Officers are determined by the Compensation Committee based on numerous factors such as competitive conditions for the Named Executive In December John L. Stauch Robert P. Fishman(1) Karla C. Robertson Mario R. D'Ovidio(2) John H. Jacko Mark C. Borin(3) Karl R. Frykman(4) 2023 Base Salary generally sets each executive incentive compensation opportunities and determined to maintain the same levels, when expressed as a percentage of base salary, from the prior year for connection with John L. Stauch Robert P. Fishman(1) Karla C. Robertson Mario R. D'Ovidio(1) John H. Jacko Mark C. Borin Karl R. Frykman For the Pool segment, for which he had primary responsibility, as well as The actual incentive compensation of each Named Executive Officer was determined by multiplying the eligible target incentive compensation amount by The Compensation Committee emphasizes executive compensation that is tied to building and sustaining our particular peer group benchmark or any single factor. The Compensation Committee determines appropriate performance incentives based on a wide range of factors, such as competitive conditions for the Named Executive For realistic and attainable. As such, the Compensation Committee set performance metrics for the 2023.” The Compensation Committee granted stock settled performance share units to the Named Executive Officers in Adjusted EPS and Perquisites and Other Personal Benefits event tickets when such tickets are not being used for business purposes and a limited financial counseling benefit, for which, in both cases, we have no aggregate incremental cost, as well as one executive physical per year for preventative care. Name John L. Stauch Robert P. Fishman Karla C. Robertson Mario R. D'Ovidio John H. Jacko Eligible Named Executive Officers and other executives and employees participate in a number of retirement and similar plans that are described below under such as medical, dental, life insurance, and disability coverage to substantially all of our full-time U.S. salaried employees, including the Named Executive Officers. We aim to provide employee and executive benefits that are competitive in the market. Employee benefits such as medical, dental, life insurance, and disability coverage are available to all full-time applied at the time the employees were hired. We provide up to one and We also provide vacation and other paid holidays to all employees, including the Named Executive Officers, which we have determined to be comparable to those provided at other large companies. Deferred Compensation We sponsor a non-qualified deferred compensation program, called the Sidekick Plan, for our U.S. executives within or above the pay grade that has a midpoint annual salary of compensation. Executives also may defer receipt of restricted stock units or performance share units. We normally make contributions to the Sidekick Plan on behalf of participants with respect to each participants and handles all allocation and accounting services for the Sidekick Plan. We do not guarantee or subsidize any investment earnings under the Sidekick Plan, and our ordinary shares are not a permitted investment choice under the Sidekick Plan, although deferred restricted stock units and performance share units are automatically invested in Pentair shares. Severance and Change in Control Benefits incentive awards) are paid in full based on performance at the better of target or trend; and all annual incentive awards are paid based on full satisfaction of the performance goals (i.e., target). In addition, if an The Compensation Committee reviews and approves equity awards to executive officers at regular meetings throughout the year. The Compensation Committee has also given the Chief Executive Officer discretion to grant equity awards to non-executive officers as required throughout the year (other than normal annual grants, which are granted by the Compensation Committee) within the guidelines of our equity incentive plan, up to a maximum grant date value of $2,000,000 total for the Chief Executive Officer during the preceding fiscal year. Awards granted outside of our regularly scheduled Compensation Committee meetings are generally effective on the last day of the month following the month in which they were approved. If the last day of such month is a day on which the NYSE is not open for trading, then the grant date will be the first day of the following month on which the NYSE is open for trading. All options are granted with an exercise price equal to fair market value based on the closing share price on the effective day of grant. such tickets are not being used for business purposes and a limited financial counseling benefit, for which, in both cases, we have no aggregate incremental cost. John L. Stauch John L. Stauch Name John L. Stauch Robert P. Fishman Karla C. Robertson Mario R. D'Ovidio John H. Jacko Mark C. Borin Karl R. Frykman Listed below are the number of years of credited service and present value of accumulated pension benefits as of December 31, amounts are actuarial estimates only and do not necessarily reflect the actual amounts that will be paid to Name John L. Stauch John H. Jacko Mark C. Borin Karl R. Frykman The Pentair, Inc. Retirement Savings and Stock Incentive Plan, the Pentair, Inc. Supplemental Executive Retirement Plan and the Pentair, Inc. Restoration Plan were all amended in 2008 to comply with final regulations under Section 409A of the Code. As a result of these amendments, benefits vested prior to January 1, 2005 are separated from benefits earned after January 1, 2005, and may offer different distribution or other options to participants from those described below. The Pentair, Inc. Supplemental Executive Retirement Plan 2023. The Restoration Plan is designed to provide retirement benefits based on compensation earned by participants in excess of the annual limitation imposed by the Code, which was 2023. 55 or over The Pentair, Inc. Retirement Savings and Stock Incentive Plan accounts. We match an amount equal to one dollar for each dollar contribution purposes to the maximum imposed by the Code, which was 2023. Amounts contributed, if any, under the RSIP by the Named Executive Officers are included in the The following table sets forth the contributions, earnings, distributions and contributions on amounts in excess of that limit under a tax-qualified plan, the Sidekick Plan is designed to permit matching contributions on compensation in excess of the maximum imposed by the Code. We make these matching contributions to the Sidekick Plan on amounts in excess of the maximum imposed by the Code, but below the $700,000 compensation limit contained in our Sidekick Plan (such contributions by a Named Executive Officer, Name John L. Stauch Robert P. Fishman Karla C. Robertson Mario R. D'Ovidio John H. Jacko Mark C. Borin Karl R. Frykman The amounts set forth in the column Compensation. Fidelity Investments Institutional Services Co. provides these investment vehicles for participants and handles all allocation and accounting services for these plans. We do not guarantee or subsidize any investment earnings in either plan. Amounts deferred under the Sidekick Plan are generally distributed on or after the earliest of the In December 2020, the Compensation Committee recommended, and the independent members of the Board approved, the Pentair plc Executive Officer Severance Plan Under the Executive Severance Plan, We have entered into agreements with certain key corporate executives, including all Named Executive Officers, that provide for contingent benefits upon a change in control. These change in control agreements are intended to provide for continuity of management upon a completed or threatened change in control. The agreements provide that covered executive officers could be entitled to certain severance or other benefits following a change in control. If, following such a change in control, the executive officer is involuntarily terminated, other than for disability or for cause, or if such executive officer terminates his or her employment for conditions that constitute good reason, then the executive officer is entitled to certain severance payments. As previously disclosed, we have adopted a policy of not including automatic single trigger change in control vesting and excise tax gross-ups in new KEESAs. control, or, to the extent more favorable to him or her, those in effect at any time while employed after the change in control, including a significant change in the nature or scope of his or her authority, powers, functions, duties or responsibilities or a significant reduction in the level of support services, staff, secretarial and other assistance, office space and accoutrements, but in each case excluding for this purpose an isolated, insubstantial and inadvertent event not occurring in bad faith that we remedy within 10 days after receipt of written notice; Change in Control Provisions Termination Provisions performance awards or for which any performance goals have been satisfied) vest in full; and performance awards are paid in full based on actual performance (or on a pro-rated basis for performance awards granted to persons hired or promoted to executive officer after January 1, 2021), in each case as described in more detail below for treatment of awards in the event of a Covered Termination. treatment of performance awards for awards to persons who are hired as or promoted to an executive officer on or after January 1, 2021 to provide that the award will continue to vest based on actual achievement; however, the payout will be prorated for the portion of the performance period when the executive officer was employed. qualifying retirement Executive John L. Stauch Robert P. Fishman Karla C. Robertson Mario R. D'Ovidio John H. Jacko Termination without Cause or for Good Reason — Absent a Change in Control John L. Stauch Robert P. Fishman Karla C. Robertson Mario R. D'Ovidio John H. Jacko The amounts in the in each case at the current cost per year for each executive. As required by Item 402(u) of Regulation S-K, we are providing the following information about the ratio of the median annual total compensation of our employees and the annual total compensation of our Chief Executive Officer. Based on this information, the ratio of the annual total compensation of our Chief Executive Officer to the median of the annual total compensation of all other employees is estimated to be 2023. currency other than U.S. Dollars, we applied the applicable foreign currency exchange rate in effect on October 1, employee’s compensation for 2023 Adjustments The Audit and Finance Committee reviews and approves the external to be provided. The Audit and Finance Committee pre-approved audit fees and all permitted non-audit services of the independent auditor in We engaged D&T, us during fiscal years Audit fees(1) Audit-related fees(2) Tax fees(3) Tax compliance Tax consulting Total tax fees Total Audit and Finance Committee Report Plan Category Equity compensation plans approved by security holders 2020 Share and Incentive Plan 2012 Stock and Incentive Plan 2008 Omnibus Stock Incentive Plan Equity compensation plans not approved by security holders Total 8, 2024. Who is entitled to vote at the Annual General Meeting and how many votes do I have? How do I vote if I am a beneficial owner? 7, 2024. What constitutes a quorum for the Annual General Meeting? How will my shares be voted if I do not specify how they should be voted? How will voting on any other business be conducted? We have engaged Morrow Sodali LLC to assist us in the solicitation of proxies at a cost to us of Why did I receive a notice in the mail regarding the Internet availability of the proxy materials instead of a paper copy of the proxy materials? shareholders of the availability of the proxy materials on the Internet, and sending paper copies of proxy materials upon shareholder request. We believe that the notice and access rules allow us to use Internet technology that many shareholders prefer, continue to provide our shareholders with the information that they need, and, at the same time, ensure more prompt delivery of the proxy materials. The notice and access rules also lower our cost of printing and delivering the proxy materials and minimize the environmental impact of printing paper copies. class of share capital in issue), and disclosable interests in our shares include any interests in our shares of any kind whatsoever. Where the percentage level of the Attention: Corporate Secretary, or by telephone at +44 74 9421 6154. In millions, except per-share data Net sales Operating income % of net sales Adjustments: Restructuring and other Intangible amortization Trade name and other impairment Inventory step-up Deal related costs and expenses Corporate allocations COVID-19 related costs and expenses Equity income of unconsolidated subsidiaries Segment income Return on sales Net income from continuing operations — as reported Loss (gain) on sale of businesses Pension and other post-retirement mark-to-market loss (gain) Loss on early extinguishment of debt Interest expense adjustments Other income Adjustments to operating income Income tax adjustments Net income from continuing operations — as adjusted Continuing earnings per ordinary share — diluted Diluted earnings per ordinary share — as reported Adjustments Diluted earnings per ordinary share — as adjusted In millions Net cash provided by operating activities of continuing operations Capital expenditures Proceeds from sale of property and equipment Free cash flow from continuing operationsTableBoard Leadership Structure ContentsCORPORATE GOVERNANCE MATTERSChairman of the Board and Chief Executive Officer to be held by different persons. Rather, the Board has the discretion to determine whether the positions should be combined or separated. Since 2018, the positions of Chief Executive Officer and Chairman of the Board have been separated. The Board considers this leadership structure each year and continues to believe that it remains appropriate for our company to serve our shareholders by allowing our Chief Executive Officer to focus on business operations.19 Risk Oversight Corporate Governance 6 Meetings of
the Board of
Directors8 4 4 Audit and Finance Committee Role: Members: Michael T. Speetzen (Chair), Mona Abutaleb Stephenson, Melissa Barra, Tracey C. Doi, and Gregory E. Knight. All members have been determined to be independent under SEC and NYSE rules. Report: You can find the Audit and Finance Committee Report under “Audit and Finance Committee Report.” Financial Experts: The Board has determined that all members of the Committee are financially literate under NYSE rules and that Ms. Doi and Mr. Speetzen qualify as “audit committee financial experts” under SEC standards. 20 Corporate Governance Role: Members: 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. Report: You can find the Compensation Committee Report under the “Compensation Committee Report” section of this Proxy Statement. Governance Committee Role: Members: 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. 21 Corporate Governance 
22 Corporate Governance Oversight of Risks has determined that the Board as a whole, and not a separate committee, will overseeoversees our enterprise risk management process. process in order to leverage the diversity of skills, qualifications, experiences, perspectives and backgrounds of our directors in addressing the risks that our business may encounter.Committeescommittees has historically focused and continues to focus on specific risks within its respective area of responsibilitymanagement'smanagement’s processes, procedures and practices for mitigating those risks are effective. Our General Counsel is the primary person responsible to the Board in the planning, assessment and reporting of our risk profile and this risk management system. The Board reviews and discusses an assessment of and a report on our risk profile on a regular basis, including reports on strategic, operational, financial, cybersecurity, information technology, and legal and regulatory compliance risks.
Representative Risks Covered 23 
Pentair plc 19CORPORATE GOVERNANCE MATTERSOversight of Company Strategy Corporate Governance Oversight of Strategy company'scompany’s outlook and strategy, which is designed to create long-term shareholder value and serves asmanagement'smanagement’s progress against such goals.
Holds annual strategy review, including presentations from, and engagement with, Company senior management Routinely engages with senior management on critical business matters tied to Company strategy Regularly meets with broad spectrum of senior leaders to ensure talent pipeline remains diverse and inclusive Oversight of Succession Planning Communicating with ShareholdersCode of Business Conduct and Other Stakeholders EthicsWe believeThe Board has adopted a Code of Business Conduct and Ethics (“Code of Conduct”) that maintaining an active dialogue with our shareholders is importantapplies to our long-term success. We value the opinionsall of our shareholdersemployees, contractors, directors and other stakeholdersexecutive officers, including our Chief Executive Officer and welcome their views throughoutsenior financial officers. Pentair’s Code of Conduct requires employees to act with the year on key issues. During 2020, we continued our shareholder outreach efforts with respecthighest levels of ethics and integrity and to corporate governance, executive compensationtreat others in a fair and ESG matters by initiating communications with our largest shareholders representing a majorityequitable manner.outstanding shares. The majorityCode of shareholders with whom we spoke supportedConduct is available, free of charge, on our corporate governancewebsite at https://www.pentair.com/en-us/about-pentair/corporate-governance.html.practices and executive compensation program, and shareholders have expressed their support for our ESG initiatives. If you wish to communicate with the Board, non-employee directors as a group, or any individual director, including the Chairman, you may send a letter addressed to the relevant party, c/o Corporate Secretary, Pentair plc, Regal House, 70 London Road, Twickenham, London, TW1 3QS, United Kingdom. Any such communications will be forwarded directly to the relevant addressee(s).Policies and Procedures Regarding Related Person Transactions ►"related person"“related person” means any of our directors, executive officers, or 5% shareholders or any of their immediate family members; and►"related“related person transaction"transaction” generally is a transaction (including any indebtedness or a guarantee of indebtedness) in which we were or are a participant and the amount involved exceeds $50,000, andwith us in which a related person had or will havehas a direct or indirect material interest.24 Corporate Governance Disclosure to theThe Governance Committee should occur before, if possible,will review all related person transactions and either approve or as soon as practicable afterdisapprove of the entry into the related person transaction, is effected, butwhich will occur in any event as soon as practicable afteradvance of entry into the executive officer or director becomes aware of thetransaction. The Governance Committee's decisiontransaction whenever reasonably possible. In determining whether to approve or ratify a related person transaction, isthe Governance Committee will consider the following factors, among others, to be madethe extent deemed relevant by the Governance Committee:light of a number of factors, including the following:►►►Principles'Principles’ standards for director independence;►20 2021 Proxy StatementCORPORATE GOVERNANCE MATTERS►2020.2023. To our knowledge, no related person transactions are currently proposed.BOARD STRUCTURE AND PROCESSES Director Commitments We and our Board are committed to the highest standards of corporate governance and ethics. As part of this commitment, the Board has adopted a set of Corporate Governance Principles that sets forth our policies on:►selection and composition of the Board;►Board leadership;►Board composition and performance;►responsibilities of the Board;►the Board's relationship to senior management;►meeting procedures;►committee matters; and►succession planning and leadership development.The Board regularly reviews and, if appropriate, revises the Corporate Governance Principles and other governance instruments, including the charters of its Audit and Finance, Compensation, and Governance Committees, in accordance with rules of the Securities and Exchange Commission ("SEC"), the NYSE and Irish law. The Board has also adopted a Code of Business Conduct and Ethics that applies to all of our employees, contractors, directors and executive officers, including our Chief Executive Officer and senior financial officers.Copies of these documents are available, free of charge, on our website at https://www.pentair.com/en-us/about/corporate-governance.html.Board Leadership Structure We do not have a policy requiring the positions of Chairman of the Board and Chief Executive Officer to be held by different persons. Rather, the Board has the discretion to determine whether the positions should be combined or separated. Since 2018, the positions of Chief Executive Officer and Chairman of the Board have been separated.Mr. Stauch is our Chief Executive Officer, and Mr. Jones, an independent member of the Board, serves as Chairman of the Board. The role of the Chairman is to provide independent leadership to the Board, act as liaison between and among the non-employee directors and our company, and seek to ensure that the Board operates independently of management. The Chairman's principal responsibilities include:►leading meetings of the Board;►presiding over all executive sessions of the Board;►in conjunction with the Chair of the Compensation Committee, reporting to the Chief Executive Officer on the Board's annual review of his performance;►approving the agenda for Board meetings, including scheduling to assure sufficient time for discussion of all agenda items;►in conjunction with the Committee Chairs, ensuring an appropriate flow of information to the Board;►holding one-on-one discussions with individual directors where requested by directors or the Board; and►carrying out other duties as requested by the Board.Pentair plc 21CORPORATE GOVERNANCE MATTERSBoard and Committee Self-Assessments The Board annually conducts a self-assessment of the Board and each committee in addition to verbal assessments conducted in independent executive session at the end of Board and committee meetings. In 2020, the annual assessment process consisted of individual meetings with the Chairman and each directorto discuss his or her assessment of the Board, and a written evaluation of the Board and each committee by its members comprising both quantitative scoring and narrative comments on a range of topics, including:
The written evaluation responses were compiled by a third party. The committee results were shared with each committee Chair who each led a discussion of the assessment at the following regular committeemeeting. The results of the written Board evaluations were shared with the Chairman of the Board and Governance Committee Chair who led a discussion of the assessment at the following Board meeting.Board Education Board education is an ongoing, year-round process, which begins when a director joins our Board. Upon joining our Board, newOur directors are provided with a comprehensive orientationencouraged to our company, including our business, strategy and governance. For example, new directors typically participate in one-on-one introductory meetings with our senior business andfunctional leaders. On an ongoing basis, directors receive presentations on a variety of topics related to their work on the Board and within the industry, both from senior management and from experts outside of our company. Directors may also enroll in continuing education programs sponsored by third parties at our expense.22 2021 Proxy StatementCORPORATE GOVERNANCE MATTERSCOMMITTEES OF THE BOARDThe Board has three standing committees comprised solely of independent directors: the Audit and Finance Committee, the Compensation Committee, and the Governance Committee. The committee members also meet in executive session without management present at each regularly scheduled meeting.The information below reflectslimit the number of meetingsother boards of the Board and each committee held during fiscal year 2020. The information below regarding Committee membership lists the current members. Gregory E. Knight joined the Audit and Finance Committee effective January 1, 2021 and Theodore L. Harris transitioned from the Audit and Finance Committee to the Compensation and Governance Committees at that same time.
Audit and Finance CommitteeRole:The Audit and Finance Committee is responsible, among other things, for 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 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. Members:Glynis A. Bryan (Chair), Mona Abutaleb, Gregory E. Knight, and Michael T. Speetzen. All members have been determined to be independent under SEC and NYSE rules. Report:You can find the Audit and Finance Committee Report under "Audit and Finance Committee Report" of this Proxy Statement. Financial Experts: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. Pentair plc 23CORPORATE GOVERNANCE MATTERSCompensation CommitteeRole: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 (formerly Aon Hewitt), 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 Compensation Committee also considers other sources to evaluate external market, industry and peer-company practices. Information regarding the independence of Aon Consulting is included under "Compensation Discussion and Analysis — Compensation Consultant." A more complete description of the Compensation Committee's practices can be found under "Compensation Discussion and Analysis" under the headings "Comparative Framework" and "Compensation Consultant." Members: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. Report:You can find the Compensation Committee Report under "Compensation Committee Report" of this Proxy Statement. Governance CommitteeRole: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 Governance Committee oversees public policy matters and compliance with our Code of Business Conduct and Ethics. The Governance Committee also oversees ESG-related matters. Members: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. ATTENDANCE AT MEETINGS The Board held eight meetings in 2020. Members of the Board are expected to attend all scheduled meetings of the Board and the committees on which they serve and all Annual and Extraordinary General Meetings. All currentin order to permit more effective participation. Our Corporate Governance Principles provide that a director who serves as an executive officer of a public company is limited to two public company boards of directors, attended at least 90%consisting of the meetings ofdirector’s employer’s board and our Board. In 2023, the Board and meetings ofrevised the committees on which they served duringCompany’s Corporate Governance Principles to change the periodCompany’s overboarding policy from five public company boards to four public company boards for which such persons served in 2020.directors who do not serve as public company executive officers. In each regularlyscheduled meeting,case, the independent directors also met in executive session, withoutBoard may approve an exception to the Chief Executive Officer or other members of management present. All of the current directors who were then-serving joined the 2020 Annual General Meeting telephonically due to pandemic-related health and safety concerns and travel restrictions.DIRECTOR COMPENSATION directors'directors’ compensation should be tied to long-term growth in shareholder value. Mr. Knight joined the Board effective January 1, 2021 and therefore is not included in any of the following director compensation tables because he did not receive any compensation in fiscal 2020.25 24 2021 Proxy StatementCORPORATE GOVERNANCE MATTERSDirector Retainers Corporate Governance Director Retainers directors'directors’ service on the Board and Board Committeescommittees during 20202023 were as follows:($) Board Retainer95,000 Board Retainer$90,000 155,000 $140,000 Audit and Finance Committee Chair Supplemental Retainer$22,750 Compensation Committee Chair Supplemental Retainer$15,000 Governance Committee Chair Supplemental Retainer$15,000 Audit and Finance Committee Retainer$13,500 Compensation Committee Retainer$7,500 Governance Committee Retainer$7,500 Committees Audit and Finance 25,000 13,500 Compensation 20,000 7,500 Governance 20,000 7,500 re-approvedapproved by our independent directors in December 20192022 based on recommendations from the Governance Committee and from Aon Consulting who reviewed our director compensation practices against the practices of our Comparator Group, which is the same compensation benchmarking peer group. group referenced in the Comparative Framework. No changes were made for 2023 following the Governance Committee’s annual review of director compensation information from Aon Consulting in December 2022.also previously adopted a policy to provide beginning in 2019, a tax equalization payment to non-employee directors on any U.K. taxes that may be paid on account of our company'scompany’s payment of, or reimbursement for, travel, lodging and meal expenses incidental to Board and Board Committeecommittee meetings and reimbursement of fees and expenses in connection with assistance in theexceedsexceed the income tax rates relative to their countries of residence.2020,2023, Aon Consulting again reviewed our director compensation with the Governance Committee based on the director compensation practices of our peer group, andgroup. Based on this review, our independent directors approved the same level offollowing changes to director compensation for 2021.effective January 1, 2024:Equity Awards 2020,2023, as approved by our independent directors based on the recommendation from the Governance Committee, was valued at $140,000$150,000 and was granted on January 2, 2020.3, 2023 (or, August 31, 2023, in the case of the grant to Ms. Doi in connection with her appointment to the Board). Based on the review of director compensation by Aon Consulting and the recommendation of the Governance Committee, our independent directors approved an annual grant for 2021 again2024 valued at $140,000,$160,000, which was granted on January 4, 2021.26 Corporate Governance Stock Ownership Guidelines for Non-Employee Directors Pentair plc 25ContentsCORPORATE GOVERNANCE MATTERSSTOCK OWNERSHIP FOR NON-EMPLOYEE DIRECTORS SERVING AS OF DECEMBERDecember 31, 2020Mona Abutaleb 13,622 990,456 475,000 Yes Melissa Barra 4,763 346,318 475,000 No Tracey C. Doi 2,143 155,818 475,000 No T. Michael Glenn 35,195 2,559,028 475,000 Yes Theodore L. Harris 14,390 1,046,297 475,000 Yes David A. Jones 82,059 5,966,510 475,000 Yes Gregory E. Knight 7,527 547,288 475,000 Yes Michael T. Speetzen 14,390 1,046,297 475,000 Yes Billie I. Williamson 20,990 1,526,183 475,000 Yes Share
Ownership(1) 12/31/20
Market Value
($)(2) Ownership
Guideline
($) Meets
Guideline(3) 6,330 336,060 450,000 No 30,341 1,610,804 450,000 Yes 27,733 1,472,345 450,000 Yes 7,010 372,161 450,000 No 71,768 3,810,163 450,000 Yes 7,010 372,161 450,000 No 13,610 722,555 450,000 Yes 31, 202029, 2023 of $53.09.Messrs. Harris and Speetzen wereMs. Barra first elected as directors in 2018 and Ms. Abutaleb was first elected asbecame a director in 2019.2021, and Ms. Doi first became a director in 2023. All directors have met or are on track to meet the guidelines.Director Compensation Table 2020.2023.(a) (b) (c) (d) (e) (f) (g) (h) Fees Earned or
Paid in Cash
($)Non-Equity
Incentive Plan
Compensation
($)Change in
Pension Value
and Deferred
Compensation
Earnings
($)Total
($)Mona Abutaleb 108,500 150,019 — — — 33,192 291,711 Melissa Barra 108,500 150,019 — — — 38,108 296,627 Glynis A. Bryan 47,679 150,019 — — — 32,067 229,765 Tracey C. Doi 40,982 150,005 — — — 27,924 218,911 T. Michael Glenn 130,000 150,019 — — — 55,501 335,520 Theodore L. Harris 110,000 150,019 — — — 55,097 315,116 David A. Jones 265,000 150,019 — — — 57,064 472,083 Gregory E. Knight 108,500 150,019 — — — 49,513 308,032 Michael T. Speetzen 126,701 150,019 — — — 49,249 325,969 Billie I. Williamson 130,000 150,019 — — — 34,484 314,503 27 (b) (c) (d) (e) (f) (g) (h) Fees
Earned or
Paid in
Cash ($) Stock
Awards
($)(2) Option
Awards
($)(3) Non-Equity
Incentive Plan
Compensation
($) Change in
Pension Value
and Deferred
Compensation
Earnings
($) All Other
Compensation
($)(4) Total
($) 108,002 140,003 — — — 5,609 253,614 128,542 140,003 — — — 5,739 274,284 37,492 140,003 — — — 5,940 183,435 122,292 140,003 — — — 4,069 266,364 105,792 140,003 — — — 5,517 251,312 247,292 140,003 — — — 10,381 397,676 105,792 140,003 — — — 5,517 251,312 122,292 140,003 — — — 5,517 267,812 Corporate Governance Mr. Esculier's service onMs. Bryan did not stand for re-election as a director upon the Board ended May 5, 2020 when hisconclusion of her term concluded at the 2020our 2023 Annual General Meeting.("(“ASC 718"718”), of restricted stock units granted during 2020.2023. Assumptions used in the calculation of these amounts are included in footnotenote 13 to our audited financial statements for the year ended December 31, 20202023 included in our26 2021 Proxy StatementCORPORATE GOVERNANCE MATTERS16, 2021.20, 2024. As of December 31, 2020,2023, each then-serving director had the unvested restricted stock units and deferred share units shown in the table below.Name Unvested Restricted
Stock UnitsDeferred Share
UnitsMona Abutaleb 3,367 — Melissa Barra 3,367 — Tracey C. Doi 2,143 — T. Michael Glenn 3,367 1,935 Theodore L. Harris 3,367 — David A. Jones 3,367 55,612 Gregory E. Knight 3,367 — Michael T. Speetzen 3,367 — Billie I. Williamson 3,367 — Name Unvested Restricted
Stock Units Deferred
Share Units Mona Abutaleb 3,016 — Glynis A. Bryan 3,016 5,349 T. Michael Glenn 3,016 1,854 Theodore L. Harris 3,016 — David A. Jones 3,016 53,281 Michael T. Speetzen 3,016 — Billie I. Williamson 3,016 — 2020.2023. As of December 31, 2020,2023, each then-serving director had the outstanding stock options shown in the table below.Name Outstanding Stock
OptionsNameMona Abutaleb
— Outstanding StockOptions Mona AbutalebMelissa Barra— —Tracey C. Doi— Glynis A. Bryan22,017 T. Michael Glenn 15,810 28,324 Theodore L. Harris — — David A. Jones 15,810 22,017Gregory E. Knight— Michael T. Speetzen — — Billie I. Williamson — — 2020 include2023 include: (a) amounts representing at least the aggregate incremental cost of the products and services acquired by all directors through Pentair’s Products and Services Program for Directors; (b) tax equalization payments on any U.K. taxes paid on account of our company'scompany’s payment of, or reimbursement for, (a)(i) lodging expenses incidental to Board and Board Committeecommittee meetings, (b)(ii) fees and expenses in connection with assistance in the preparation of U.K. tax returns, and (c) a(iii) any U.K. tax equalization payment; and (c) for Ms. Bryan, a tax gross-up payment gross-up for Mr. Jones.related to a gift we made to recognize her contributions to the Company following her Board service. The directors also occasionally receive personal use of event tickets when such tickets are not being used for business purposes for which we have no aggregate incremental cost.Pentair plc 27PROPOSAL 2EXECUTIVE COMPENSATION 28 
In accordance with Section 14A of the Securities Exchange Act of 1934, the Board is asking the shareholders to approve, by nonbinding, advisory vote, the compensation of the Named Executive Officers disclosed in the sections below titled "Compensation Discussion and Analysis" and "Executive Compensation Tables." We currently hold these votes annually.Executive compensation is an important matter to the Board and the Compensation Committee and to our shareholders. We have designed our executive compensation program to align executive and shareholder interests by rewarding the achievement of specific annual, long-term, and strategic goals that create long-term shareholder value. We believe that our executive compensation program provides competitive compensation that motivates and rewards executives for achieving financial and strategic objectives, provides rewards commensurate with performance to incentivize the Named Executive Officers to perform at their highest levels, encourages growth and innovation, attracts and retains the Named Executive Officers and other key executives, and aligns our executive compensation with shareholders' interests through the use of equity-based incentive awards.The Compensation Committee has overseen the development and implementation of our executive compensation program in line with these compensation objectives. The Compensation Committee continuously reviews, evaluates and updates our executive compensation program to ensure that we provide competitive compensation that motivates the Named Executive Officers to perform at their highest levels while increasing long-term value to our shareholders.With these compensation objectives in mind, the Compensation Committee has taken a number of compensation actions in recent years to align with our shareholders' interests, including the following:►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 executive officers.►No single trigger change in control vesting or excise tax gross-ups in our Key Executive Employment and Separation Agreements ("KEESAs").►Elimination of executive cash perquisite allowance.►Enhanced policy prohibiting hedging by directors, executive officers and employees.As described in detail under "Compensation Discussion and Analysis — Shareholder Outreach and Say on Pay," we continued our shareholder outreach in 2020.These and other actions demonstrate our continued commitment to align executive compensation with shareholders' interests while providing competitive compensation to attract, motivate and retain the Named Executive Officers and other key executives. We will continue to review and adjust our executive compensation program with these goals in mind to ensure the long-term success of our company and generate increased long-term value to our shareholders.This nonbinding, advisory vote gives you an opportunity to express your views about our executive compensation program. As we further align our executive compensation program with the interests of our shareholders while continuing to retain key talented executives who drive our company's success, we ask that you approve the compensation of the Named Executive Officers.The resolution in respect of this Proposal 2 is an ordinary resolution. The text of the resolution with respect to Proposal 2 is as follows:"IT IS RESOLVED, that, on a nonbinding, advisory basis, the compensation of Pentair plc's Named Executive Officers as disclosed in the Compensation Discussion and Analysis, the accompanying tables and the related disclosures contained in Pentair plc's Proxy Statement is hereby approved."EACH OF THE BOARD AND THE COMPENSATION COMMITTEE RECOMMENDS A VOTE "FOR" THE APPROVAL OF THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS.28 2021 Proxy Statement COMPENSATION COMMITTEE REPORTPROPOSAL 2 Approve, by Nonbinding, Advisory Vote, the Compensation of the Named Executive Officers 
29 Compensation Committee Report 2020.Pentair plc 2930 TableCompensation Discussion and Analysis ROBERT P. FISHMAN TANYA L. HOOPER JEROME O. PEDRETTI President and Chief Executive Officer Executive Vice President, Chief Financial Officer, and Chief Accounting Officer Executive Vice President and Chief Human Resources Officer Executive Vice President and Chief Executive Officer, Pool Executive Vice President and President, Water Solutions 2023 Highlights and Business Results* Contentsour balanced water portfolio and our focused growth strategy. We completed the first year with our new three segment structure: Flow, Water Solutions, and Pool; and, we finished our first full year with Manitowoc Ice. Both our Flow and Water Solutions segments had record sales and return on sales in 2023, and our Pool segment delivered record return on sales despite significant volume headwinds. Our transformation program initiatives in the areas of pricing excellence, strategic sourcing, operations excellence, and organizational effectiveness are reading out and drove significant margin expansion in 2023. Further, during 2023 we saw progress with respect to our social responsibility strategic targets that were announced in 2021 and saw advancements in innovation with exciting new product launches coming from all three segments.Summary 2023 Financial Results* 31 COMPENSATION DISCUSSION AND ANALYSISCompensation Discussion and Analysis 
32 OVERVIEW OF COMPENSATION PROGRAM AND OBJECTIVESCompensation Discussion and Analysis The2023 Compensation Highlights Committee sets and administers the policies that govern our executive compensation, including:►establishing and reviewing executive base salaries;►overseeing our annual incentive compensation plans;►overseeing our long-term equity-based compensation plan;►approving all awards under those plans;►annually evaluating risk considerations associated with our executive compensation program; and►annually approving all compensation decisions for executive officers, including those for the Named Executive Officers, who are named in the Summary Compensation Table below.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 achievementspecific annual, long-term and strategic goals that create lasting shareholder value.The Compensation Committee's specific objectives include:►motivating and rewarding executives for achieving financial and strategic objectives;►aligning management and shareholder interests by encouraging employee stock ownership;►providing rewards commensurate with company performance;►encouraging growth and innovation; and►attracting and retaining top-quality executives and key employees.To balance the objectives described above, our executive compensation program uses the following direct compensation elements:►toannual incentives, and long-term incentives, which are described below. In addition, we provide fixed compensation competitive in the marketplace;►annual incentive compensation, to reward short-term performance against specific financial targets;limited perquisites, and►long-term incentive compensation, to link management incentives to long-term value creation and shareholder return.We also provide standard retirement and health and welfare benefits to attract and retain executives over the longer term.Committee's goals. As such, our executive compensation program is predominantly performance-based, which encourages our executive officersCompensation Committee’s goals to focus on our company's long-term successattract, retain, and aligns withincentivize talented executives and to align the long-term interests of these executives with those of our long-term shareholders.Element Description Base Salary Annual
Incentives20202023 for our Chief Executive Officer and the average of the other Named Executive Officers is shown in the charts that follow.
30 2021 Proxy Statement33 COMPENSATION DISCUSSION AND ANALYSISOUR EXECUTIVE COMPENSATION PROGRAMCompensation Discussion and Analysis TheCommittee has taken a number of actions in recent years with the focus of aligning our executive compensation program with Pentair's short-term and long-term objectives while also addressing shareholder feedback and compensation best practices. The table below outlines a number of key features in our executive compensation program.CEO Average of Other NEOs WHAT WE DO
WHAT WE DON'T DOAnnual Shareholder Outreach to seek input and feedback on executive compensationIndependent Consultant, hired by and reporting to the Compensation Committee and evaluated periodicallyComparator Group ("peer group") evaluated annually, based on industry and revenue of 1/2 to 2x revenue sizeSignificant CEO pay at risk (85%); average of 73% for other Named Executive OfficersStock Ownership Guidelines and Holding Policy for the CEO at 6.0x base salary and 2.0-3.0x for executive officersFormal Clawback Policy for cash bonuses and performance-based equity awardsAnnual Risk-Assessment of our compensation programs and policies
No employment agreements or multi-year compensation commitments with any current executive officersNo Single-Trigger Change in Control Equity Vesting in KEESAsNo Excise Tax Gross-ups for executive officersNo individual supplemental executive retirement plans for newly appointed executive officersNo hedging or pledging of Pentair equity securitiesNo stock options granted below fair market valueNo Flexible Perquisite Cash Allowance for executive officers2020 HIGHLIGHTS AND BUSINESS RESULTS*Organizational ChangesIn 2020, we re-aligned our organizational structure into two reporting segments, Consumer Solutions and Industrial & Flow Technologies, to better position our businesses to the needs of our customers. In connection with this re-alignment, we eliminated the position held by Karl R. Frykman, our Chief Operating Officer, and instead installed executive leadership for each segment. Prior to his recent position, Mr. Frykman served in various positions at Pentair over his more than 20-year career with the Company, including many years building and leading our Pool business. As a result, in connection with Mr. Frykman's departure, it was critical to ensure a smooth transition of his responsibilities. In assessing the leadership needs for our new organizational structure, we hired Mario R. D'Ovidio to lead the Consumer Solutions segment and promoted Jerome O. Pedretti to lead the Industrial & Flow Technologies segment.Also during 2020, Mark C. Borin, our former Chief Financial Officer, decided to leave the Company to accept an operational leadership position at a private, employee-owned business. We welcomed Robert P. Fishman as our new Chief Financial Officer and Mr. Borin remained with the Company for a period of time to ensure an orderly transition.Impact of COVID-19The COVID-19 pandemic affected companies around the world in unprecedented ways, including impacting both of our segments. We focused on stabilizing our businesses and operations for our customers, employees, and shareholders. Following the second quarter, we reintroduced guidance based on an updated outlook, and then further raised our guidance when reporting third quarter results. We concluded our year delivering growth in a uniquely challenged environment.* Please see Appendix A for reconciliation of GAAP to non-GAAP financial measures included in this section.Pentair plc 31COMPENSATION DISCUSSION AND ANALYSISSummary 2020 Financial ResultsWhile the pandemic continued throughout 2020 and into 2021, we achieved growth in 2020. In 2020, as compared to 2019, we increased our adjusted earnings per share from continuing operations by 5%. Our net sales during 2020 were $3,018 million, growing by 2%. Our segment income in 2020 wasessentially flat to 2019 at $518 million for 2020 and $516 million for 2019. Our free cash flow from continuing operations was $512 million for 2020. In addition, we increased the cash dividend for the 44th consecutive year, returning $127 million to our shareholders during 2020.
Earnings per diluted share from continuing operations ("EPS") were $2.13 in 2020 compared to $2.12 in 2019. On an adjusted basis, EPS increased 5.0% to $2.50 in 2020 compared to $2.38 in 2019. Adjusted EPS is a key metric in our performance share unit awards, detailed on page 38.
Operating income in 2020 was $461 million compared to $433 million in 2019. On an adjusted basis, our segment income increased 0.3% over the prior year to $518 million in 2020 from $516 million in 2019. Segment income as a percent of sales decreased to 17.2% in 2020 from 17.5% in 2019. Segment income is a key metric in our MIP, detailed on page 36.32 2021 Proxy StatementCOMPENSATION DISCUSSION AND ANALYSIS
Net cash provided by operating activities of continuing operations was $574 million in 2020 compared to $345 million in 2019. Free cash flow from continuing operations was $512 million in 2020, compared to $287 million in 2019. In 2020, we increased the cash dividend paid to our shareholders for the 44th consecutive year, returning $127 million to our shareholders. Free cash flow is a key metric in our MIP, detailed on page 36.
Our sales during 2020 were $3,018 million, an increase of 2.0% compared to $2,957 million in 2019. Revenue, which is the same as sales, is a key metric in our MIP, detailed on page 36.EVOLUTION OF EXECUTIVE COMPENSATION PROGRAM►value of long-term incentive awards areis delivered in the form of performance-based restricted stock units;►results;objectives and►Pentair plc 33COMPENSATION DISCUSSION AND ANALYSISThe chart below highlights additional changes adopted over the last three years: 2018* 2019 2020
►Established new executive leadership team for new Pentair
►New compensation peer groups and pay ranges took effect
►Eliminated flexible perquisite cash allowance
►Reduced maximum payout opportunity on segment income under the 2019 MIP from 300% to 200%
►Replaced ROE with return on invested capital ("ROIC") as a 2019-2021 PSU metric
►Enhanced policy prohibiting hedging by directors, executive officers and employees
►Adopted Executive Officer Severance Plan
*On April 30, 2018, we transferred our electrical business to nVent Electric plc ("nVent") and spun off nVent as a public company to our shareholders (the "Separation") and retained our water business as a pure play residential and commercial water treatment company.34 SHAREHOLDER OUTREACH AND SAY ON PAYCompensation Discussion and Analysis Compensation Governance Best Practices WHAT WE DO WHAT WE DON'T DO 
Annual Shareholder Outreach to seek input and feedback on executive compensationIndependent Consultant, hired by and reporting to the Compensation Committee and evaluated periodicallyComparator Group (“peer group”) evaluated annually, based on industry and revenue of 1/2 to 2x revenue sizeSignificant CEO pay at risk (88%); average of 74% for other Named Executive OfficersStock Ownership Guidelines and Holding Policy at 6.0x base salary for the CEO and 2.0-3.0x for executive officersClawback Policy for incentive-based compensationAnnual Risk-Assessmentof our compensation programs and policies
No employment agreements or multi-year compensation commitments with any current executive officersNo Single-Trigger Change in Control Equity Vesting in KEESANo Excise Tax Gross-ups for executive officersNo individual supplemental executive retirement plans for newly appointed executive officersNo hedging or pledging of Pentair equity securitiesit is importantthat the most effective executive compensation program aligns executive initiatives with shareholders’ interests. The Compensation Committee seeks to maintain an open dialogueaccomplish this objective by rewarding the achievement of specific annual, long-term, and strategic goals that create lasting shareholder value.our shareholders to gain input on their perspectives regarding our governancecompany performance;anduses the following direct compensation elements:clarifying information enabling themfixed compensation competitive in the marketplace;make informed decisions in our annual advisoryreward short-term performance against specific financial targets; andvote (our "say on pay vote") onreturn.of ourfor executive officers named in our Proxy Statement.In 2020, we maintained our shareholder outreach to gain additional insight, better understand shareholder perspectives, and evaluate any concerns regarding our executivethe relative levels of each of these forms of compensation program. Specifically, our outreach in 2020 consisted of initiating communications with our largest shareholders representing a majority of our outstanding shares. These shareholders either arranged for individual discussions with us or provided us with feedback that they did not require a meeting.The majority of shareholders with whom we spoke supportedagainst the Committee’s goals. As such, our executive compensation program is predominantly performance-based, which encourages our executive officers to focus on our company’s long-term success and aligns with the changes adopted over the last several years. This support was reflected in the results of the say on pay vote at the 2020 Annual General Meeting, with approximately 95% of votes cast in favorlong-term interests of our proposal.Shareholder feedback is an important factor in how we approach and evaluate our executive compensation program. Consistent with the strong vote of shareholder approval, and support from our shareholders, we did not make any material changes to our compensation programs in 2020. We expect to carry forward the general themes provided in the feedback, which include:Themes►Changes to our executive compensation program in recent years were viewed positively and balanced market practice with alignment to Pentair's strategic objectives.►Our executive compensation program demonstrates a pay-for-performance linkage and shareholder alignment, and is appropriately risk-based, balancing annual and long-term performance.►Our annual incentive plan measures of income, revenue and free cash flow, and long-term incentive plan measures of adjusted EPS and ROIC are generally aligned with shareholder interests.35 34 2021 Proxy StatementCOMPENSATION DISCUSSION AND ANALYSISCOMPARATIVE FRAMEWORKCompensation Discussion and Analysis Compensation Program and Objectives The Compensation Committee oversees and evaluates Pentair’s executive compensation programs against competitive practices, regulatory developments, and corporate governance trends. JAN FEB MAR APR MAY JUN JULY AUG SEPT OCT NOV DEC 36 Compensation Discussion and Analysis 37 Compensation Discussion and Analysis Comparative Framework ►►►1/1∕2 to 2x our revenue size and in the same competitive sectors.In December of 2022, the Committee approved the following group of companies for benchmarking purposes (the “Comparator Group”) for use in setting target compensation for 2023 for our executive officers, including the Named Executive Officers. The Comparator Group companies had revenues ranging from approximately $2.2 billion to $8.6 billion, with median revenues of approximately $4.3 billion: Considering Aon Consulting's assessment, theShareholder Outreach the same groupour shareholder outreach to gain additional insight, better understand shareholder perspectives, and evaluate any concerns regarding our executive compensation program.companies for benchmarking purposes (the "Comparator Group") for use in setting target compensation for 2020our shareholders for our executive officers, includingcompensation program was again reflected in the results of the say on pay vote at the 2023 Annual General Meeting, with approximately 91% of votes cast in favor of our Named Executive Officers. Our Comparator Group for 2020 included the following 16 peer companies, which had revenues ranging from approximately $1.56 billion to $5.20 billion, with median revenues of approximately $3.26 billion:proposal.38 Acuity Brands, Inc.A.O. Smith CorporationColfax Corporation Crane Co.Donaldson Company, Inc.Flowserve Corporation Graco Inc.IDEX CorporationLennox International Inc. Lincoln Electric Holdings, Inc.SPX FLOW, Inc.Snap-on Incorporated The Timken CompanyValmont Industries, Inc.Watts Water Technologies, Inc. Xylem Inc. Compensation Discussion and Analysis2020 2023 Compensation Program Elements 
BASE
SALARY
ANNUAL
INCENTIVE
COMPENSATION PROGRAM ELEMENTS
LONG-TERM
INCENTIVE
COMPENSATION
ADDITIONAL
BENEFITS AND
PERQUISITESFor 2020, the principal components of compensation for our Named Executive Officers were:►base salary;►annual incentive compensation;►long-term incentive compensation, consisting of stock options, restricted stock units and performance share units; and►retirement and health and welfare benefits.The Compensation Committee reviews total compensation for executive officers and the relative levels of each of these forms of compensation against the Compensation Committee's goals to attract, retain and incentivize talented executives and to align the interests of these executives with those of our long-term shareholders.BASE SALARIESBase Salaries salary. salary to be competitive in the marketplace.Officer'sOfficer’s position within the Comparator Group and in the broader employment market, as well as the Named Executive Officer'sOfficer’s level of responsibility, experience, and individual performance.Pentair plc 35COMPENSATION DISCUSSION AND ANALYSIS2019,2022, the Compensation Committee undertook its annual review of base salaries for executive officers and other management personnel, in accordance with its normal procedures. Following a review with Aon Consulting, the Compensation Committee approved annual salary increases ranging from 2.1%2.9% to 3.0%4.4%, except for Messrs. Stauch, JackoMr. Pedretti and Borin and Ms. RobertsonMr. Chiu whose salaries were increased in connection with their new business roles as described below. Increases became effective January 1, 20202023 as set forth in the table below.the appointment of Mr. Fishman,her employment, the Compensation Committee reviewed and approved a base salary forMr. Fishman her of $650,000$525,000 based on a wide range of factors, including a market review, hisher prior compensation level, and arm'sarm’s length negotiations with Mr. Fishman. In connection with the appointment of Mr. D'Ovidio, the Compensation Committee reviewed and approved aMs. Hooper. Ms. Hooper’s base salary was not changed for 2023. Mr. D'Ovidio of $600,000 based on a wide range of factors, including a market review, his prior compensation level and arm's length negotiations with Mr. D'Ovidio. 2020 Base
Salary
($)2019 Base
Salary
($)Increase
From 2019
to 2020
(%) 970,000 950,000 2.1 650,000 — — 540,000 525,000 2.9 600,000 — — 510,000 495,000 3.0 580,000 565,000 2.7 665,000 665,000 0.0
$525,000.(1)Mr. Fishman joined Pentair on April 20, 2020 and hisPedretti’s appointment as the Company's Executive Vice President Chief Financial Officer and Chief Accounting OfficerCEO, Pool was effective MayJanuary 1, 2020.(2)D'Ovidio was appointedChiu’s appointment as the Company's Executive Vice President and President, of ConsumerWater Solutions was effective May 4, 2020.(3)Mr. Borin ceased serving as the Company's Chief Financial OfficerJanuary 1, 2023, and Chief Accounting Officer effective April 30, 2020, and ceased serving as an Executive Vice President upon his resignation from the Company on June 6, 2020 following an orderly transition of his responsibilities.(4)Mr. Frykman ceased serving as the Company's Executive Vice President and Chief Operating Officer effective June 6, 2020. Mr. Frykman remained employed in a non-executive officer capacity through December 31, 2020base salary was increased 23.5% to assist with a smooth transition of his responsibilities.39 ANNUAL INCENTIVE COMPENSATIONCompensation Discussion and Analysis Increase From 2022 to 2023 John L. Stauch 1,075,000 1,030,000 4.4 % Robert P. Fishman 705,000 685,000 2.9 % Tanya L. Hooper 525,000 525,000 — % Jerome O. Pedretti 640,000 590,000 8.5 % Adrian C. Chiu 525,000 425,000 23.5 % Annual Incentive Compensation executives'executives’ cash compensation as incentive compensation tied to annual business performance as measured against annual goals established by the Compensation Committee. In 2020,2023, we provided a cash annual incentive compensation opportunity to each of our executive officers, including the Named Executive Officers, under our MIP.officer'sofficer’s base salary as a targeted level of incentive compensation opportunity under the MIP, based on the Compensation Committee'sCommittee’s review of Aon Consulting'sConsulting’s recommendations, relevant survey data, and in the case of executive officers other than the Chief Executive Officer, the recommendations of the Chief Executive Officer. The Compensation Committeeofficer'sofficer’s target incentive compensation opportunity taking into consideration the Comparator Group'sGroup’s target payouts but does not set target incentive compensation opportunities based on a particular peer group benchmark or any single factor.officer'sofficer’s position within the Comparator Group and in the broader employment market, as well as the executive officer'sofficer’s performance, level of responsibility, and experience. An executive officer'sofficer’s base salary multiplied by the incentive compensation opportunity percentage establishes the target incentive compensation for which the executive officer is eligible.x Target Award Amount ($) x = x Target Award Amount ($) x = 40 Compensation Discussion and Analysis x Target Award Amount ($) x = 2019,2022, the Compensation Committee undertook its annual review of targeted levels of36 2021 Proxy StatementCOMPENSATION DISCUSSION AND ANALYSISMessrs.our Named Executive Officers, other than for Mr. Stauch Jacko, Borin and FrykmanMr. Chiu. Mr. Stauch’s target annual incentive compensation was increased from 125% to 130% of base salary to more closely align with current market conditions in the Comparator Group. Mr. Chiu’s target annual incentive compensation was increased from 65% to 80% of base salary to reflect the market for his increased responsibility as Executive Vice President and Ms. Robertson.President, Water Solutions. The Compensation Committee approved Ms. Hooper’s target levelslevel of annual incentive compensation for Mr. Fishman and Mr. D'Ovidio intheir appointment as executive officersher employment based on factors similar to those used to determine theirher base salariessalary as described above.Officers'Officers’ incentive compensation targets as a percentage of salary and as a dollar amount were as follows:Target as % of Salary John L. Stauch 130 % 1,397,500 Robert P. Fishman 100 % 705,000 Tanya L. Hooper 65 % 341,250 Jerome O. Pedretti 80 % 512,000 Adrian C. Chiu 80 % 420,000 Target as a
% of SalaryTarget 120% $1,164,000 100% $650,000 75% $405,000 80% $480,000 65% $331,500 80% $464,000 90% $598,500 (1)Because Mr. Fishman and Mr. D'Ovidio did not join our company until mid-year in 2020, their awards were pro-rated from the amount shown in the table to reflect their partial year of service.20202023 MIP, the Compensation Committee approved, based on recommendations of the Chief Executive Officer, the following performance measures, which applied to our Named Executive Officers except Mr. D'Ovidio:Pedretti and Mr. Chiu: segment income, revenue, and free cash flow, each measured with respect to company-wideCompany-wide performance. For Mr. D'Ovidio,Pedretti, the MIPincome and revenue performance goals were specific to the Consumer Solutionscompany-wideCompany-wide income and free cash flow performance.2020 For Mr. Chiu, the income and revenue performance goals were specific to the Water Solutions segment, for which he had primary responsibility, as well as Company-wide income and free cash flow performance.41 Compensation Discussion and Analysis and the corresponding payout levels, and actual results were as follows:Financial Performance Measure Weight Payout % 
111.76 % 55.88 % Revenue 
91.57 % 27.47 % 
166.67 % 33.33 % Total 100% 116.69 % ESG Modifier 100 % 100 % Financial Performance Measure Weight Payout % 
0.00 % 0.00 % 
0.00 % 0.00 % 
166.67 % 33.33 % 
111.76 % 22.35 % Total 100% 55.69 % ESG Modifier 100 % 100 % 42 Compensation Discussion and Analysis Financial Performance Measure Weight Payout % 
200.00 % 80.00 % 
132.17 % 26.43 % 166.67 % 33.33 % 
111.76 % 22.35 % Total 100% 162.12 % ESG Modifier 100 % 100 % Company-wideFinancial Performance MeasureWeightThreshold(Required for anypayout; payoutsbegin at 50%)Target(100% payout)Maximum(200% payout)Segment Income50%$491 million$545 million$600 million Revenue30%$2,741 million$3,045 million$3,350 million Free Cash Flow20%$366 million$430 million$495 million 43Consumer SolutionsFinancial Performance MeasureWeightThreshold(Required for anypayout; payoutsbegin at 50%)Target(100% payout)Maximum(200% payout)Consumer Solutions Income20%$364 million$405 million$445 million Consumer Solutions Revenue40%$1,518 million$1,686 million$1,855 million Consumer Solutions Free Cash Flow20%$284 million$335 million$385 million Pentair Income20%$491 million$545 million$600 million Compensation Discussion and AnalysisConsistent with our continuous effort to align pay with performance, and in response to shareholder feedback that compensation should be tied to strategicHow We Evaluate Performanceand operating performance goals, the individual contribution componentresults yielded a payout at 116.69% of target for each Named Executive Officer, annual incentive compensation was eliminated in 2017. As such, annual incentive compensation for Named Executive Officers is solely based onexcept Mr. Pedretti and Mr. Chiu, who received payouts of 55.69% and 162.12% of target, respectively.achievement of financial performance goals. The CompensationCommittee maintained this same general framework for the MIP for 2020.The target levels for the performance goals were aligned with the corporate objectives in our annual operating plan. To provide an added performance incentive,ESG modifier, the Compensation Committee determinedrecognized that the amount of incentive compensation relatedprogress was made in 2023 with respect to each performance goal would be scaled accordingour social responsibility strategic targets that were announced in 2021. Making progress toward these strategic targets is a baseline expectation. The modifier is intended toPentair plc 37COMPENSATION DISCUSSION AND ANALYSISthe amount by which the measure exceeded apply only to achievement well above or fell short of the target.below overall expected progress. For 2020,2023, the Compensation Committee changed payout levels at threshold performance from achievement of 75% of target, as in prior year MIP plans, to achievement of 50% of target. In determining to make this change, the Compensation Committee reviewed information about annual incentive plan design among peer companies and considered the need for the Company to ensure that performance goals are reasonably attainable to provide appropriatedid not modify incentives for executive officers. As such,payouts for 2020 performance were scaled from 0.50 at threshold performance to 2.0 times at the maximum, as detailed in the tables above.a multiplier determined as described above. For 2020, actual results as measured byperformance against the performance goals under the MIP for each of our Named Executive Officers were as follows: Company-wide
Financial Performance MeasureWeight Actual Financial Results* Payout % Weighted Payout % Segment Income* 50% $518 million 74.9% 37.4% Revenue 30% $3,018 million 95.5% 28.7% Free Cash Flow* 20% $512 million 200.0% 40.0% Total 100% 106.1% Consumer Solutions
Financial Performance MeasureWeight Actual Financial Results* Payout % Weighted
Payout %Consumer Solutions Income 20% $419 million 134.8% 27.0% Consumer Solutions Revenue 40% $1,743 million 133.7% 53.5% Consumer Solutions Free Cash Flow 20% $422 million 200.0% 40.0% Pentair Income 20% $518 million 74.9% 15.0% Total 100% 135.4% Totals may not sum due to rounding.*Please see Appendix A for reconciliation of GAAP to non-GAAP financial measures included in this section.2020 LONG-TERM INCENTIVE COMPENSATION
2023 Long-Term Incentive Compensation company'scompany’s value through ordinary share performance over time.
Officer'sOfficer’s position within the Comparator Group and in the broader employment market, as well as the Named Executive Officer'sOfficer’s level of responsibility, experience, and individual performance.20202023 long-term incentive compensation, the Compensation Committee referenced benchmark data (including compensation surveys, Comparator Group information, and other data provided by Aon Consulting) in setting target dollar award levels for each Named Executive Officer and for each position or grade level.38 2021 Proxy StatementCOMPENSATION DISCUSSION AND ANALYSIS2020,2023, the Compensation Committee maintained the mix of long-term incentive award of performance share units at 50% of the total long-term award value, and stock options and restricted stock units each at 25% of the total long-term award value, except for certain awards made in connection with newly hired or promoted executive officers as described below.value. The components had the features described below.►Stock options – Each stock option has a term of ten years, with one-third of the options vesting on each of the first, second, and third anniversaries of the grant date.►Restricted stock units – Each restricted stock unit represents the right to receive one ordinary share upon vesting. The restricted stock units generally vest as to one-third of the restricted stock units on each of the first, second, and third anniversaries of the grant date. Restricted stock units granted after May 2020 accrue dividend equivalents that will be paid out in ordinary shares if and when the award vests. Earlier restricted stock units entitled the holder to receive cash dividends on the units when dividends were declared.►Performance share units – Each performance share unit represents the right to receive one ordinary share at the end of a three-year performance period if specified performance goals are achieved. For the performance share units granted in 2020 for the performance period 2020-2022, the Compensation Committee retained adjusted EPS and ROIC as the performance goals.44 Compensation Discussion and Analysis Component 2023 Proportion Features Performance Share Units 
Each performance share unit represents the right to receive one ordinary share at the end of a three-year performance period if specified performance goals are achieved. For the performance share units granted in 2023 for the performance period 2023-2025, the Compensation Committee retained Adjusted EPS and ROIC as the performance goals. Stock Options 
Each stock option has a term of 10 years, with one-third of the options vesting on each of the first, second, and third anniversaries of the grant date. Restricted Stock Units 
Each restricted stock unit represents the right to receive one ordinary share upon vesting. The restricted stock units generally vest as to one-third of the restricted stock units on each of the first, second, and third anniversaries of the grant date. Restricted stock units accrue dividend equivalents that will be paid out in ordinary shares if and when the award vests. Earlier restricted stock units entitled the holder to receive cash dividends on the units when dividends were declared. 2020-20222023-2025 PSUs based on adjustedAdjusted EPS and ROIC targets aligned with the growth objectives as defined within Pentair'sPentair’s strategic plan, including payouts at Thresholdthreshold levels that would pay out only at minimum Adjusted EPS growth and minimum ROIC performance. Payouts would be based on achievement of the threshold, target, and maximum level of performance set for each metric, with payouts scaled for performance between those levels.In connection with equity awards to the Named Executive Officers who joined the Company in the springAdjusted EPS
75% weighting+ ROIC
25% weighting = PSU Payout 2020 shortly following the emergence of the pandemic, the Committee determined to grant the value of the long-term incentive awards to these executive officers entirely in the form of restricted stockperformance share units, that cliff vest after three years. The Committee determined that this form of award was appropriate in light of concerns that our stock price at the time did not reflect a more normalized fair value of our shares, which could lead to a windfall for the new executives, and it was unclear whether the performance metrics under our PSUs reflected meaningful objectives in light of pandemic.The numbers of shares subject to the stock options, and restricted stock units and performance share units, and the values of the awards granted to the Named Executive Officers in 20202023 are reflected under "Executive“Executive Compensation Tables — Grants of Plan-Based Awards in 2020."20202023 and the value of options exercised by each Named Executive Officer in 20202023 are shown in the table under "Executive“Executive Compensation Tables — 20202023 Option Exercises and Stock Vested Table."”Achievement under 2018-2020 PSUs2018,2021, relating to the three-year performance period 2018-2020.2021 to 2023. Each performance unit entitled the holder to one ordinary share following the end of the three-year performance period if wethe Company achieved specific company performance goals on metrics established by the Compensation Committee. The performance goals selected by the Compensation Committee for the 2018-20202021- 2023 performance period wereAverage ROE,ROIC, weighted at 75% and 25%, respectively. The targets set were reflective of our long-term growth and acquisition strategy. Payouts would be scaled for performance between threshold and target, and between target and maximum.45 Compensation Discussion and Analysis 2018-20202021-2023 performance period as reflected in the chart below.Pentair plc 39COMPENSATION DISCUSSION AND ANALYSISThe payout levels for 2018-2020 PSUs were as follows:Financial Performance Measure Weight Threshold
(50% Payout)Target
(100% Payout)Maximum
(200% Payout)Actual Weighted
Payout (% of Target)Adjusted EPS* 
150.00 % ROIC** 
21.94 % 2021-2023 Total Weighted Performance 
171.94 % Financial Performance Measure Weight Threshold
(50%
Payout)Target
(100% payout)Maximum
(200% payout)Actual Actual
Weighted
Payout
(% of Target)Adjusted EPS* 75% $2.25 $2.58 $3.35 $2.50 66.0% ROE** 25% 14.0% 16.0% 19.0% 18.9% 49.1% 2018-2020 Total Weighted Performance 100% 115.1% 20202023 adjusted earnings per diluted share from continuing operations.ROE ROIC is determined by the 3-year averagesum of adjusted net income from continuing operationsthe trailing four quarters of Segment Income after tax plus depreciation less capital expenditures for the years ended 2018 to 2020March 31, June 30, September 30 and December 31, 2023 divided by the 3-year average shareholders' equity (excluding foreign currency translation adjustment)of the trailing five quarters invested capital (Total Shareholders’ Equity + Long-term Debt + Current Maturities of Long-term Debt and Short-term Borrowings — Cash and Cash Equivalents) as of December 31, 2023.2018 to 2020.the 2024-2026 performance period, the Compensation Committee retained Adjusted EPS and ROIC as the performance measures.PERQUISITES AND OTHER PERSONAL BENEFITSAdditional Benefits and Perquisites 46 STOCK OWNERSHIP GUIDELINESCompensation Discussion and Analysis The Compensation Committee has established stock ownership guidelines for the Named Executive OfficersRetirement and other executives to motivate them to become significant shareholders, to further encourage long-term performance and growth, and to align their interests with those of shareholders generally. The Compensation Committee monitors executives' compliance with these guidelines and periodically reviews the definition of "stock ownership" to reflect the practices of companies in the Comparator Group. "Stock ownership" currently includes ordinary sharesowned by the executives both directly and indirectly, the pro-rated portion of unvested restricted stock units, and shares held in our employee stock ownership plan or our employee stock purchase plan. Stock ownership does not include performance share units until they are earned at the end of the performance period. The Compensation Committee determined that, over a period of five years from appointment, certain executives should accumulate and hold ordinary shares equal to specified multiples of their base salaries.Executive LevelStock Ownership Guidelines(as a multiple of salary)Chief Executive Officer6.0x base salary Executive Vice President and Chief Financial OfficerExecutive Vice President and Chief Operating Officer3.0x base salary Executive Vice President and Chief Human Resources Officer2.5x base salaryExecutive Vice President and General CounselExecutive Vice President and Chief Growth OfficerExecutive Vice President and Chief Technology OfficerExecutive Vice President and Chief Supply Chain OfficerSegment Presidents Other key executives2.0x base salary 40 2021 Proxy StatementCOMPENSATION DISCUSSION AND ANALYSISSTOCK OWNERSHIP FOR THE CONTINUING NAMED EXECUTIVE OFFICERS AS OF DECEMBER 31, 2020Share
Ownership12/31/20
Market Value
($)(1)Ownership
Guideline
($) Meets
Guideline 338,705 17,981,848 5,820,000 Yes 7,544 400,511 1,950,000 No (2) 25,413 1,349,176 1,350,000 No (2) 3,772 200,255 1,500,000 No (2) 22,354 1,186,774 1,275,000 No (2) (1)The amounts in this column were calculated by multiplying the closing market price of our ordinary shares on the last trading day of our most recently completed fiscal year of $53.09 by the number of shares owned.(2)Per the terms of our stock ownership guidelines, an executive has five years from the date of his or her appointment to meet his or her ownership guideline. Each of Mr. Fishman, Ms. Robertson, Mr. D'Ovidio and Mr. Jacko joined the Company within the last five years; thus none of these Named Executive Officers was required to have met the applicable ownership guidelines as of December 31, 2020.(3)Messrs. Borin and Frykman each ceased serving in their respective executive positions with the Company effective June 6, 2020.
EQUITY HOLDING POLICY We maintain an equity holding policy under which executive officers subject to our stock ownership guidelines are required to retain 100% of the net number of shares acquired under equity awards untilthe ownership guidelines are satisfied. This policy may be waived to the extent its application to any individual executive officer would cause undue hardship to the executive officer.Pentair plc 41COMPENSATION DISCUSSION AND ANALYSISCLAWBACK POLICYWe maintain a clawback policy under which certain incentive compensation earned by an executive officer may be recouped if the executive officer's fraud or intentional misconduct is a significant contributing factor to a restatement of financial results. The incentive compensation subject to this policy includescash bonuses, cash performance units and equity-based awards subject to performance-based vesting conditions to the extent the compensation was paid, credited or earned during the year after the financial results were first disclosed.POLICY PROHIBITING HEDGING AND PLEDGINGWe maintain a policy that prohibits our executive officers, directors and other employees from purchasing financial instruments (including prepaid variable forward contracts, equity swaps, collars and exchange funds) or otherwise engaging in transactions that hedge or offset, or are designed to hedge or offset, any decrease in the market value of Pentair securities. Prohibited transactions include transactions in puts, calls, cashless collars, options (other than options issued by Pentair to acquire Pentair securities), short sales and similar rights and obligations. This restriction applies to all Pentairsecurities owned directly or indirectly by the individual, including Pentair securities owned by their family members and their respective designees. Nothing in our policy precludes an executive officer, director or employee or their designees from engaging in general portfolio diversification or investing in broad-based index funds. In addition, our executive officers, directors and other employees and their family members are also prohibited from holding Pentair securities in a margin account or otherwise pledging Pentair securities as collateral for a loan.RETIREMENT AND OTHER BENEFITS "Executive“Executive Compensation Tables — 20202023 Pension Benefits."” We also provide other benefitsMedical, Dental, Life Insurance and Disability Coverage U.S.-basedU.S.- based employees through our active employee plans. In addition to these benefits for active employees, we provide post-retirement medical, dental, and life insurance coverage to certain retirees in accordance with the legacy company plans thata halfone-half times annual salary (up to $1,000,000) in life insurance, and up to $15,000 per month in long-term disability coverage. The value of these benefits is not required to be included in the Summary Compensation Table because they are made available to all full-time U.S. employees.Other Paid Time-Off Benefits $197,300$212,900 in 2020.2023. This plan permits executives to defer up to 25% of their base salary and 75% of their annual cash incentive42 2021 Proxy StatementCOMPENSATION DISCUSSION AND ANALYSISparticipant'sparticipant’s contributions from that portion of his or her income above the maximum imposed by the U.S. Internal Revenue Code of 1986, as amended (the "Code"“Code”), which was $285,000$330,000 in 2020,2023, but below the Sidekick Plan'sPlan’s compensation limit of $700,000. Please see the narrative following the "Nonqualified“Nonqualified Deferred Compensation Table"Table” below for additional information on our contributions."Salary"“Salary” and "Non-Equity“Non-Equity Incentive Plan Compensation"Compensation” columns in the Summary Compensation Table. Our contributions allocated to the Named Executive Officers under the Sidekick Plan are included in the "All“All Other Compensation"Compensation” column in the Summary Compensation Table.47 SEVERANCE AND CHANGE IN CONTROL BENEFITS Compensation Discussion and Analysis executives'executives’ concerns about future employment. We also believe that these benefits allow our executives to consider the best interests of our company and shareholders due to the economic security afforded by these benefits. We currently provide the following severance and change in control benefits to our executive officers:►►KEESA)Key Executive Employment and Severance Agreement (“KEESA”)), then all options, restricted stock, and restricted stock units that are unvested become fully vested (e.g., double trigger vesting); all performance awards (other than annualemployee'semployee’s employment is involuntarily terminated for a reason other than cause, death or disability, or if an employee who is a Board-appointed corporate officer voluntarily terminates employment for good reason, then the employee'semployee’s outstanding awards will be eligible for continued or accelerated vesting as described below under "Executive“Executive Compensation Tables — Potential Payments Upon Termination Oror Change Inin Control."► new executive officer severance plan provides our executive officers with severance benefits in the event of certain types of terminations of employment (other than a termination following a change in control). The severance benefits are aligned with market practices and are designed to attract and retain executive talent. The plan is described in more detail below."Executive“Executive Compensation Tables — Potential Payments Upon Termination Oror Change Inin Control."We have adopted a policy of not including single-trigger change in control vesting and excise tax gross-ups in new KEESAs with our executive officers. In addition, during 2018, all outstanding legacy KEESAs were replaced with the new form of KEESA adopted by Pentair for any new hires since 2015.Pentair plc 43COMPENSATION DISCUSSION AND ANALYSISThese KEESAs replaced single-trigger vesting of cashOther Compensation Policies and equity awards upon a change in control with double-trigger vesting and also eliminated excise tax gross-ups. Accordingly, none of our KEESAs with ourPracticesStock Ownership Guidelines single-trigger vesting or excise tax gross-ups.In connection with Mr. Frykman's termination of employment when his position was eliminated in connection with our new organizational structure, weentered into a separation and release agreement with Mr. Frykman. The decision to eliminate Mr. Frykman's position and his associated transition outperformance share units until they are earned at the end of the Company occurred priorperformance period and unvested or vested but unexercised stock options. The Compensation Committee determined that, over a period of five years from appointment, certain executives should accumulate and hold ordinary shares equal to the adoptionspecified multiples of our new executive officer severance plan. As a result, the terms of Mr. Frykman's payments and benefits were determined specific to his circumstances and the Company's desire to ensure a smooth transition of his responsibilities.48 IMPACT OF TAX CONSIDERATIONSCompensation Discussion and Analysis Section 162(m)Executive Level Chief Executive Officer 6.0x base salary Executive Vice President, Chief Financial Officer and Chief Accounting Officer 3.0x base salary 2.5x base salary Other Key Executives 2.0x base salary Share Ownership Ownership Guideline
($)Meets Guideline John L. Stauch 649,147 47,199,478 6,450,000 Yes Robert P. Fishman 38,573 2,804,643 2,115,000 Yes Tanya L. Hooper 7,116 517,404 1,312,500 Jerome O. Pedretti 36,103 2,625,049 1,600,000 Yes Adrian C. Chiu 17,408 1,265,736 1,312,500 Code limitslast trading day of our most recently completed fiscal year of $72.71 by the amount we may deduct for compensation paid in any yearnumber of shares owned.certainmeet his or her ownership guideline. Ms. Hooper joined the Company within the last five years, and Mr. Chiu was promoted to an executive officers ("covered employees")officer position within the last five years; thus, neither of these Named Executive Officers were required to $1,000,000. Section 162(m) exempted qualifying performance-based compensation with respect totaxable years beginning on or beforehave met the applicable ownership guidelines as of December 31, 2017 and payable pursuant to binding written agreements in effect on November 2, 2017. Since that time all compensation to covered employees has been subject to the $1,000,000 deduction limit.
49 COMPENSATION CONSULTANT Compensation Discussion and Analysis The Compensation Committee engagesEquity Holding Policy external compensation consultantequity holding policy under which executive officers subject to advise the Compensation Committee in implementing and overseeing appropriate compensation programs and policies. The Compensation Committee regularly evaluates the performance of its external compensation consultant and periodically conducts a competitive bid process for the role.During 2020, the Compensation Committee continuedour share ownership guidelines are required to retain Aon Consulting, an external compensation consultant, to advise the Compensation Committee on executive compensation issues. See "Corporate Governance Matters — Committees100% of the Board — Compensation Committee." The Compensation Committee evaluatednet number of shares acquired under equity awards until the independence of Aon Consulting and the individual representatives of Aon Consulting who served as the Compensation Committee's consultants based on the factors required by the NYSE. Aon Consulting is a wholly-owned subsidiary of Aon plc, which provides insurance brokerage and benefit consulting services to us. For the year ended December 31, 2020, we paid Aon plc approximately $1,350,000 for insurance brokerage and benefit consulting services and Aon Consulting approximately $192,000 for executive compensation consulting for the Compensation Committee. The decision to engage Aon plc for insurance brokerage and benefit consulting services was made by management and was not approved by the Board orthe Compensation Committee. The Compensation Committee concluded, based on the evaluation described above, that the services performed by Aon plc with respect to insurance and benefits administration did not raise a conflict of interest or impair Aon Consulting's ability to provide independent adviceownership guidelines are satisfied. This policy may be waived to the Compensation Committee regardingextent its application to any individual executive compensation matters and that Aon Consulting was independent for purposes ofofficer would cause undue hardship to the Compensation Committee.At the direction of the Compensation Committee, Aon Consulting advises the Compensation Committee in implementing and overseeing appropriate compensation programs and policies. As part of this process, Aon Consulting provides the Compensation Committee with comparative market data based on analyses of the practices of the Comparator Group defined above under "Comparative Framework" and relevant survey data. The comparative market data that Aon Consulting provides address the structure of the compensation programs maintained by the Comparator Group companies as well as the amount of compensation they provide. Aon Consulting provides guidance on industry best practices and advises the Compensation Committee in determining appropriate ranges for base salaries, annual incentive compensation and long-term incentive compensation for each senior executive position.44 2021 Proxy StatementCOMPENSATION DISCUSSION AND ANALYSISEVALUATING THE CHIEF EXECUTIVE OFFICER'S PERFORMANCE Equity Award Practices In 2020, the independent directors on the Board and the Compensation Committee employed a formal process to evaluate Mr. Stauch's performance. Each independent director provided an evaluation of Mr. Stauch's performance. The Board Chairman and the Compensation Committee Chair discussed the evaluation results with the Compensation Committee and independent directors, and the independent directors reviewed and discussed the evaluationresults and Mr. Stauch's compensation in executive session of the Board of Directors meeting. The Board Chairman and the Compensation Committee Chair finalized Mr. Stauch's performance assessment and reviewed the assessment results and commentary with Mr. Stauch. The Compensation Committee determined Mr. Stauch's compensation and performance targets for the following year.EQUITY AWARD PRACTICES 2020.2023. The Chief Executive Officer provides a summary report to the Compensation Committee, disclosing the aggregate awards granted byClawback Policy Policy Prohibiting Hedging and Pledging plc 45securities. Prohibited transactions include transactions in puts, calls, cashless collars, options (other than options issued by Pentair to acquire Pentair securities), short sales and similar rights and obligations. This restriction applies to all Pentair securities owned directly or indirectly by the individual, including Pentair securities owned by their family members and their respective designees. Nothing in our policy precludes an executive officer, director or employee, or their designees from engaging in general portfolio diversification or investing in broad-based index funds. In addition, our executive officers, directors, and other employees, and their family members are also prohibited from holding Pentair securities in a margin account or otherwise pledging Pentair securities as collateral for a loan.50 EXECUTIVE COMPENSATION TABLESCompensation Discussion and Analysis Risk Considerations in Compensation Decisions Impact of Tax Considerations SUMMARY COMPENSATION TABLE51 Executive Compensation Tables 2018, 2019,2021, 2022, and 2020.(a) (b) (c) (d) (e) (f) (g) (h) (i) (j) Name and Principal Position Year Bonus
($)Total
Compensation
($)John L. Stauch 2023 1,075,041 — 4,649,995 1,549,963 1,630,743 1,064,217 38,510 10,008,469 Chief Executive Officer 2022 1,030,040 — 4,499,985 1,500,027 715,206 — 38,007 7,783,265 2021 995,038 — 3,749,993 1,250,001 2,388,000 1,008,814 37,700 9,429,546 Robert P. Fishman 2023 705,027 — 1,312,473 437,490 822,665 — 40,995 3,318,650 Executive Vice President, Chief Financial Officer and Chief Accounting Officer 2022 685,026 — 1,293,793 431,249 380,518 — 48,970 2,839,556 2021 665,026 — 1,275,006 425,005 1,330,000 — 43,908 3,738,945 Tanya L. Hooper 2023 525,020 — 1,756,246 168,739 398,205 — 18,650 2,866,860 Executive Vice President and Chief Human Resources Officer — — — — — — — — — — — — — — — — Jerome O. Pedretti 2023 640,025 — 1,049,996 349,987 285,133 — 36,250 2,361,391 Executive Vice President and Chief Executive Officer, Pool 2022 590,023 — 750,010 250,001 411,206 — 38,150 2,039,390 2021 570,022 — 637,529 212,503 820,800 — 31,566 2,272,420 Adrian C. Chiu 2023 525,020 — 824,991 274,991 680,904 — 38,610 2,344,516 Executive Vice President and President, Water Solutions — — — — — — — — — — — — — — — — (a) (b) (c) (d) (e) (f) (g) (h) (i) (j) Name and
Principal Position Year Salary
($)(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 2020 970,038 — 3,374,966 1,124,995 1,234,888 2,598,053 39,104 9,342,044 President and Chief 2019 950,037 — 3,150,018 1,050,003 — 1,226,295 37,507 6,413,860 Executive Officer 2018 852,618 — 2,850,014 949,997 1,292,799 344,162 41,474 6,331,064 Robert P. Fishman 2020 455,510 — 1,499,989 — 482,333 — 109,046 2,546,878 Executive Vice President,
Chief Financial Officer and
Chief Accounting Officer Karla C. Robertson 2020 540,021 — 543,764 181,249 429,665 — 54,544 1,749,243 Executive Vice President, 2019 525,020 — 543,774 181,248 — — 27,217 1,277,259 General Counsel, Secretary and 2018 500,000 350,000 506,251 168,751 465,345 — 13,750 2,004,097 Chief Social Responsibility Officer Mario R. D'Ovidio 2020 397,743 — 750,014 — 429,824 — 12,501 1,590,082 Executive Vice President and
President, Consumer Solutions John H. Jacko 2020 510,020 — 506,257 168,753 351,688 214,357 18,157 1,769,232 Executive Vice President and
Chief Growth Officer Mark C. Borin 2020 290,584 — 1,050,021 350,002 — 940,928 30,833 2,662,368 Former Executive Vice President 2019 565,022 — 1,031,235 343,749 — 695,529 35,250 2,670,785 and Chief Financial Officer 2018 524,789 300,000 899,997 300,002 520,920 25,752 39,300 2,610,760 Karl R. Frykman 2020 760,939 — 1,218,757 406,246 634,949 386,395 35,250 3,442,536 Former Executive Vice President 2019 665,026 — 1,218,762 406,253 — 357,093 35,250 2,682,384 and Chief Operating Officer 2018 599,864 — 1,199,996 400,005 695,364 171,208 39,300 3,105,737 "Salary"“Salary” and "Non-Equity“Non-Equity Incentive Plan Compensation"Compensation” columns are not reduced by any deferrals under our nonqualified deferred compensation plans. The amounts shown in the "Salary "column for Mr. Borin and Mr. Frykman include a payment for unused vacation in the amounts of $37,923 and $95,913, respectively.20202023 grants of restricted stock units were as follows: Mr. Stauch – $1,124,989;— $1,549,998; Mr. Fishman – $1,499,989;— $437,491; Ms. Robertson – $181,270;Hooper — $1,018,718; Mr. D'Ovidio – $750,014; Mr. Jacko – $168,737; Mr. Borin – $350,007Pedretti — $349,984; and Mr. Frykman – $406,268.Chiu — $274,997. The values attributable to the 20202023 grants of performance share units were based on the probable outcome of the performance conditions at the time of grant, and were as follows: Mr. Stauch – $2,249,977;— $3,099,997; Mr. Fishman — $874,982; Ms. Robertson – $362,494;Hooper — $737,528; Mr. Jacko – $337,520; Mr. Borin – $700,014;Pedretti — $700,012; and Mr. Frykman – $812,489.Chiu — $549,994. The maximum values of the 20202023 grants of performance share units at the time of grant assuming that the highest level of performance conditions areis attained, are as follows: Mr. Stauch – $4,499,954;— $6,199,994; Mr. Fishman — $1,749,964; Ms. Robertson – $724,988;Hooper — $1,475,056; Mr. Jacko – $675,040; Mr. Borin – $1,400,028Pedretti — $1,400,024; and Mr. Frykman – $1,624,978. Mr. Fishman and Mr. D'Ovidio did not receive any performance share units in fiscal year 2020. Mr. Borin's equity awards were forfeited in connection with his resignation on June 6, 2020.Chiu — $1,099,988. Additional assumptions used in the calculation of the amounts in column (e) are included in footnotenote 13 to our audited financial statements for the year ended December 31, 20202023 included in our Annual Report on Form 10-K filed with the SEC on February 16, 2021.footnotenote 13 to our audited financial statements for the year ended December 31, 20202023 included in our Annual Report on Form 10-K filed with the SEC on February 16.52 Executive Compensation Tables the Named Executive Officer'sMr. Stauch’s accumulated benefits under all of our pension plans determined using interest rate and mortality rate assumptions consistent with those used in our financial statements. Messrs. Stauch, Jacko, Borin and Frykman participated in the Pentair, Inc. Supplemental Executive Retirement Plan ("SERP"). Mr. Fishman, Ms. Robertson and Mr. D'Ovidio did not participate in the SERP.2020,2023, which include perquisites and other personal benefits, and the Company contributions under the Sidekick Plan, the Pentair, Inc. Retirement Savings and Stock Incentive Plan (the "RSIP"“RSIP”) and the Employee Stock Purchase and Bonus Plan. The Named Executive Officers also receive perquisites in the form of occasional personal use of event tickets when46 2021 Proxy StatementEXECUTIVE COMPENSATION TABLES(A) (B) (C) (D) Name Matches under the
Employee Stock
Purchase Plan
($)Total All Other
Compensation
($)John L. Stauch — 36,250 2,260 38,510 Robert P. Fishman 4,170 36,825 — 40,995 Tanya L. Hooper — 17,337 1,313 18,650 Jerome O. Pedretti — 36,250 — 36,250 Adrian C. Chiu — 36,279 2,331 38,610 (A) (B) (C) (D) Name Other Perquisites
and Personal
Benefits
($)(a) Contributions under
Defined Contribution
Plans
($)(b) Matches under the
Employee Stock
Purchase Plan
($) Total All Other
Compensation
($) John L. Stauch 1,600 35,250 2,254 39,104 Robert P. Fishman 100,582 8,464 — 109,046 Karla C. Robertson 19,294 35,250 — 54,544 Mario R. D'Ovidio — 12,501 — 12,501 John H. Jacko 4,657 13,500 — 18,157 Mark C. Borin — 30,833 — 30,833 Karl R. Frykman — 35,250 — 35,250 consists of relocation assistance in the amount of $84,598includes an annual executive physical and a related tax gross-up in the amount of $13,298wellness program credit for Mr. Fishman and annual executive physicals for Messrs. Stauch, Fishman and Jacko and Ms. Robertson.2020.2023. In the case of the Sidekick Plan, the amounts contributed by us during 20202023 relate to salary deferrals in 2019.2022.Pentair plc 4753 EXECUTIVE COMPENSATION TABLESGRANTS OF PLAN-BASED AWARDS IN 2020Executive Compensation Tables (a) (b) (c) (d) (e) (f) (g) (h) (i) (j) (k) (l) (m) Name Grant
DateThreshold
($)Target
($)Maximum
($)Threshold
(#)Target
(#)Maximum
(#)Exercise
or Base
Price of
Option
Awards
($/sh)John L. Stauch 1/3/2023 12/12/2022 — — — 34,292 68,584 137,168 — — — 3,099,997 1/3/2023 12/12/2022 — — — — — — 34,292 — — 1,549,998 1/3/2023 12/12/2022 — — — — — — — 2,213 45.20 29,636 1/3/2023 12/12/2022 — — — — — — — 113,525 45.20 1,520,327 698,750 1,397,500 2,795,000 — — — — — — — Robert P. Fishman 1/3/2023 12/12/2022 — — — 9,679 19,358 38,716 — — — 874,982 1/3/2023 12/12/2022 — — — — — — 9,679 — — 437,491 1/3/2023 12/12/2022 — — — — — — — 2,213 45.20 29,636 1/3/2023 12/12/2022 — — — — — — — 30,455 45.20 407,853 352,500 705,000 1,410,000 — — — — — — — Tanya L. Hooper 1/3/2023 12/12/2022 — — — 8,159 16,317 32,634 — — — 737,528 1/3/2023 12/12/2022 — — — — — — 22,538 — — 1,018,718 1/3/2023 12/12/2022 — — — — — — — 6,636 45.20 88,869 1/3/2023 12/12/2022 — — — — — — — 5,964 45.20 79,870 170,625 341,250 682,500 — — — — — — — Jerome O. Pedretti 1/3/2023 12/12/2022 — — — 7,744 15,487 30,974 — — — 700,012 1/3/2023 12/12/2022 — — — — — — 7,743 — — 349,984 1/3/2023 12/12/2022 — — — — — — — 2,213 45.20 29,636 1/3/2023 12/12/2022 — — — — — — — 23,921 45.20 320,350 256,000 512,000 1,024,000 — — — — — — — Adrian C. Chiu 1/3/2023 12/12/2022 — — — 6,084 12,168 24,336 — — — 549,994 1/3/2023 12/12/2022 — — — — — — 6,084 — — 274,997 1/3/2023 12/12/2022 — — — — — — — 2,214 45.20 29,650 1/3/2023 12/12/2022 — — — — — — — 18,320 45.20 245,341 210,000 420,000 840,000 — — — — — — — Estimated Future Payouts
Under Non-Equity Incentive
Plan Awards(2) Estimated Future Payouts
Under Equity Incentive Plan
Awards(3) (a) (b) (c) (d) (e) (f) (g) (h) (i) (j) (k) (l) (m) Name Grant
Date Compensation
Committee
Approval
Date(1) Threshold
($) 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 1/02/2020 12/09/2019 — — — 24,235 48,470 96,940 — — — 2,249,977 1/02/2020 12/09/2019 — — — — — — 24,235 — — 1,124,989 1/02/2020 12/09/2019 — — — — — — — 2,154 46.42 21,431 1/02/2020 12/09/2019 — — — — — — — 110,917 46.42 1,103,564 — — 582,000 1,164,000 2,328,000 — — — — — — — Robert P. Fishman 6/01/2020 4/08/2020 — — — — — — 38,481 — — 1,499,989 — — 325,000 650,000 1,300,000 — — — — — — — Karla C. Robertson 1/02/2020 12/09/2019 — — — 3,905 7,809 15,618 — — — 362,494 1/02/2020 12/09/2019 — — — — — — 3,905 — — 181,270 1/02/2020 12/09/2019 — — — — — — — 2,154 46.42 21,431 1/02/2020 12/09/2019 — — — — — — — 16,063 46.42 159,818 — — 202,500 405,000 810,000 — — — — — — — Mario R. D'Ovidio 6/01/2020 4/08/2020 — — — — — — 19,241 — — 750,014 — — 240,000 480,000 960,000 — — — — — — — John H. Jacko 1/02/2020 12/09/2019 — — — 3,636 7,271 14,542 — — — 337,520 1/02/2020 12/09/2019 — — — — — — 3,635 — — 168,737 1/02/2020 12/09/2019 — — — — — — — 2,154 46.42 21,431 1/02/2020 12/09/2019 — — — — — — — 14,807 46.42 147,322 — — 165,750 331,500 663,000 — — — — — — — Mark C. Borin(7) 1/02/2020 12/09/2019 — — — 7,540 15,080 30,160 — — — 700,014 1/02/2020 12/09/2019 — — — — — — 7,540 — — 350,007 1/02/2020 12/09/2019 — — — — — — — 2,154 46.42 21,431 1/02/2020 12/09/2019 — — — — — — — 33,024 46.42 328,571 — — 232,000 464,000 928,000 — — — — — — — Karl R. Frykman 1/02/2020 12/09/2019 — — — 8,752 17,503 35,006 — — — 812,489 1/02/2020 12/09/2019 — — — — — — 8,752 — — 406,268 1/02/2020 12/09/2019 — — — — — — — 2,154 46.42 21,431 1/02/2020 12/09/2019 — — — — — — — 38,677 46.42 384,815 — — 299,250 598,500 1,197,000 — — — — — — — The Compensation Committee's practices for granting options, performance share units, and restricted stock units, including the timing of all grants and approvals thereof, are described under "Compensation Discussion and Analysis — 2020 Long-Term Incentive Compensation."(2)Officer'sOfficer’s current position and base salary in effect on December 31, 2020. The amounts for Mr. Fishman and Mr. D'Ovidio reflect the whole year while their actual annual incentive compensation earned, if any, would have been a pro rata amount based on their hire date.2023. The amounts shown in column (d) reflect the total of the threshold payment levels for each element under our MIP. This amount is 50% of the target amounts shown in column (e). The amounts shown in column (f) are 200% of such target amounts for each Named Executive Officer.(3)the 2020-20222023-2025 awards of share settled performance units granted in 20202023 under the 2012 Stock and Incentive2020 Plan set at 50% of the target amounts shown in column (h). The amounts shown in column (i) are 200% of such target amounts. Any amounts payable with respect to performance units would be paid in March 2023,February 2026, based on cumulative company performance for the period 20202023 to 2022.2020.2020.(7)Mr. Borin's 2020 awards were forfeited in connection with his resignation.48 2021 Proxy Statement54 EXECUTIVE COMPENSATION TABLESOUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2020Executive Compensation Tables Option Awards Stock Awards Name Number of
securities
underlying
unexercised
options (#)
ExercisableNumber of
securities
underlying
unexercised
options (#)
UnexercisableOption
expiration
dateJohn L. Stauch 57,761 4,199,802 113,164 8,228,154 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 113,071 46.42 1/2/2030 66,862 33,431 (6) 51.53 1/4/2031 25,868 51,737 (7) 70.99 1/3/2032 — 115,738 (8) 45.20 1/3/2033 Robert P. Fishman 16,868 1,226,472 32,170 2,339,080 22,733 11,367 (6) 51.53 1/4/2031 7,437 14,874 (7) 70.99 1/3/2032 — 32,668 (8) 45.20 1/3/2033 Tanya L. Hooper 22,860 1,662,150 16,550 1,203,350 — 12,600 (8) 45.20 1/3/2033 Jerome O. Pedretti 11,713 851,652 22,975 1,670,512 6,870 45.42 5/2/2028 5,810 42.68 3/1/2029 12,067 41.08 3/2/2030 11,366 5,684 (6) 51.53 1/4/2031 4,311 8,623 (7) 70.99 1/3/2032 — 26,134 (8) 45.20 1/3/2033 Adrian C. Chiu 13,993 1,017,431 16,230 1,180,083 1,495 44.11 3/2/2025 2,760 32.75 3/1/2026 3,254 39.88 3/1/2027 4,885 45.42 5/2/2028 3,744 42.68 3/1/2029 4,117 41.08 3/2/2030 3,547 1,774 (9) 58.28 3/1/2031 2,306 4,614 (7) 70.99 1/3/2032 — 20,534 (8) 45.20 1/3/2033 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 — — — — 49,742 2,640,803 — — — — — — — — 106,969 5,678,984 50,616 — 33.72 1/2/2023 — — — — 32,596 — 51.21 1/2/2024 — — — — 47,506 — 44.43 1/2/2025 — — — — 93,930 — 32.83 1/4/2026 — — — — 58,499 — 38.61 1/3/2027 — — — — 58,011 29,005 (6) 45.42 5/2/2028 — — — — 40,849 81,700 (7) 37.77 1/2/2029 — — — — — 113,071 (8) 46.42 1/2/2030 — — — — Robert P. Fishman — — — — 38,783 2,058,989 — — Karla C. Robertson — — — — 30,048 1,595,248 — — — — — — — — 17,897 950,152 10,304 5,153 (6) 45.42 5/2/2028 — — — — 7,051 14,103 (7) 37.77 1/2/2029 — — — — — 18,217 (8) 46.42 1/2/2030 — — — — Mario R. D'Ovidio — — — — 19,392 1,029,521 — — John H. Jacko — — — — 18,938 1,005,418 — — — — — — — — 16,320 866,429 10,066 — 38.68 2/28/2027 — — — — 9,159 4,580 (6) 45.42 5/2/2028 — — — — 6,322 12,644 (7) 37.77 1/2/2029 — — — — — 16,961 (8) 46.42 1/2/2030 — — — — Mark C. Borin(9) — — — — — — — — Karl R. Frykman(10) — — — — — — 40,114 2,129,652 7,967 — 51.21 1/2/2024 — — — — 13,856 — 44.43 1/2/2025 — — — — 30,368 — 32.83 12/31/2025 — — — — 24,505 — 38.61 12/31/2025 — — — — 24,426 12,213 (6) 45.42 12/31/2025 — — — — 14,915 31,610 (7) 37.77 12/31/2025 — — — — — 40,831 (8) 46.42 12/31/2025 — — — — Pentair plc 4955 EXECUTIVE COMPENSATION TABLESExecutive Compensation Tables one thirdone-third of the shares will lapse on the first, second, and third anniversaries of the grant date, except as noted below. The grant dates of the restricted stock unit awards are as follows:NameNameGrant Date Number of Restricted
Stock Units1/4/20218,444 5/2/20186,9731/3/2022 14,535 1/2/201918,5341/3/2023 34,782 1/2/202024,235 Robert P. Fishman 1/4/20212,871 6/1/2020(a)38,7831/3/2022 4,179 1/3/2023 Karla C. Robertson9,817 12/4/2017(b)21,7045/2/20181,2391/2/20193,200Tanya L. Hooper1/3/2023 (a)19,074 1/2/20203,9051/3/2023 3,786 Mario R. D'Ovidio6/1/2020(a)19,392 John H. Jacko5/31/2017(b)11,334Jerome O. Pedretti1/4/2021 1,436 5/2/20181,1011/3/2022 2,423 1/2/20192,8681/3/2023 7,854 1/2/20203,635Adrian C. Chiu 1/4/2021(b) 6,078 3/1/2021 447 1/3/2022 1,297 1/3/2023 6,171 Restricted stock unit award will vest in full on the third anniversary of the grant date.(b)RestrictedNew hire restricted stock unit award will vest in full on the fourth anniversary of the grant date.$53.09$72.71 by the number of unvested restricted stock units.2019-20212022-2024 and 2020-20222023-2025 performance share unit awards, in accordance with SEC regulations requiring that the number of units be based on achieving threshold performance goals or, if the previous fiscal year's performance has exceeded the threshold, the next higher performance measure (target or maximum) that exceeds the previous fiscal year's performance.NameNameVesting Date Number of Performance
Share Units12/31/202443,599 12/31/202157,62712/31/2025 69,565 12/31/202249,342Robert P. Fishman 12/31/202412,535 12/31/2025 Karla C. Robertson12/31/20219,948Tanya L. Hooper12/31/2024 8,977 12/31/20227,94912/31/2025 7,574 Jerome O. PedrettiJohn H. Jacko7,266 12/31/20218,91912/31/2025 15,708 12/31/20227,402Adrian C. Chiu 12/31/20243,888 12/31/2025 Karl R. Frykman12/31/202122,29612/31/202217,818 $53.09$72.71 by the number of unvested performance share units.One-third of these options will vest on each of the first, second and third anniversaries of the grant date, May 2, 2018.(7)2, 2019.(8)2, 2020.(9)Mr. Borin's outstanding equity awards were forfeited in connection with his resignation.(10)Pursuant to the terms3, 2022.Mr. Frykman's award agreements, his outstanding stockthese options may be exercised until the earlierwill vest on each of the expiration datefirst, second, and third anniversaries of the particular award or within five years after his separationgrant date, his restricted stock unit awards vested in full upon his separationJanuary 3, 2023.and his performance share units vested in full and will be calculated based on the Company's actual performance.March 1, 2021.50 2021 Proxy Statement56 EXECUTIVE COMPENSATION TABLES2020 OPTION EXERCISES AND STOCK VESTED TABLEExecutive Compensation Tables 20202023 and the restricted stock or restricted stock units vested for the Named Executive Officers during 2020.Option Awards Stock Awards Name Number of
shares
acquired on
exercise
(#)Number of
shares
acquired on
vesting
(#)John L. Stauch 32,596 658,818 110,924 (3) 7,429,596 Robert P. Fishman — — 74,810 (3) 4,649,994 Tanya L. Hooper — — — — Jerome O. Pedretti — — 19,186 (3) 1,295,641 Adrian C. Chiu 1,179 16,199 6,287 (3) 421,776 Option Awards Stock Awards Number of
shares
acquired on
exercise (#)Value
realized on
exercise
($)(1)Number of
shares
acquired on
vesting (#)Value
realized on
vesting
($)(2) 115,395 2,276,744 97,422 (3) 4,774,057 — — — — — — 11,808 (3) 593,182 — — — — — — 15,763 (3) 766,705 145,852 1,336,250 13,913 619,030 56,360 1,185,237 60,398 (3)(4) 3,035,397 31, 202029, 2023 when the units vested even though the shares were not issued until after the Compensation Committee certified the performance results.2018-20202021-2023 performance period that ended on December 31, 20202023 based on the level of achievement of the performance targets.(4)Pursuant to the terms of Mr. Frykman's award agreements, 18,859 restricted stock units vested upon his separation date. The value shown is calculated by multiplying the units vested by the closing market price of our common stock on his separation date of $53.09. These shares will settle six months following his separation date.2020 PENSION BENEFITS20202023 for each ofMr. Stauch, the only Named Executive OfficersOfficer who participated in the Pentair, Inc. Supplemental Executive Retirement Plan and the Pentair, Inc. Restoration Plan, which are described in detail following the table below, during 2020. Mr. Fishman, Ms. Robertson and Mr. D'Ovidio did not participate in any of these plans.2023. The disclosedthe Named Executive Officers,Mr. Stauch, which will only be known at the time that they becomehe becomes eligible for payment. The actual amount of pension benefits ultimately paid to a Named Executive Officer may vary based on a number of factors, including differences from the assumptions used to calculate the amounts.Name Plan name Number of
years
credited
service
(#)
of accumulated
benefit
($)(1)Payments
during last
fiscal year
($)John L. Stauch Pentair, Inc. Supplemental Executive Retirement Plan 17 9,149,098 — Plan name Number of
years
credited
service (#)Present value
of accumulated
benefit
($)(1)Payments
during last
fiscal year
($) Pentair, Inc. Supplemental Executive Retirement Plan 14 10,262,148 — Pentair, Inc. Supplemental Executive Retirement Plan 4 670,445 — Pentair, Inc. Supplemental Executive Retirement Plan 13 3,983,525 — Pentair, Inc. Supplemental Executive Retirement Plan 7 1,843,629 — valuesvalue above werewas calculated using the following methods and assumptions:►►20202023 was calculated assuming a 1.82%4.81% interest rate.Pentair plc 51EXECUTIVE COMPENSATION TABLES57 Executive Compensation Tables The Pentair, Inc. Supplemental Executive Retirement and Restoration Plan ("SERP"(“SERP”) and the Pentair, Inc. Restoration Plan ("(“Restoration Plan"Plan”) are unfunded, nonqualified defined benefit pension plans. Employees eligible for participation in the SERP include all executive officers and other key executives selected for participation by the Compensation Committee. Participation in the Restoration Plan is limited to eligible employees under the SERP who were eligible employees on or before December 31, 2007. Benefits under these two plans vest upon the completion of five years of benefit service (all service following initial participation). These plans are combined for all administrative, accounting and other purposes. Of the Named Executive Officers, only Messrs.Mr. Stauch and Borin participated in the SERP and the Restoration Plan. Messrs. Frykman and Jacko only participated in the SERP. Messrs.Mr. Stauch Borin and Frykman werewas fully vested in these plans during 2020.employee'semployee’s years of service following initial participation and the highest average earnings for a five calendar-year period (ending with retirement). Compensation covered by the SERP and the Restoration Plan for the Named Executive OfficersMr. Stauch equals the amountsamount set forth in the "Salary"“Salary” column in the Summary Compensation Table and incentive compensation paid under the MIP set forth in the "Non-Equity“Non-Equity Incentive Plan Compensation"Compensation” column in the Summary Compensation Table.►►$285,000$330,000 in 2020.►►Service Age Percentage Service Age
4.0 Percentage%Under 255.5 4.0%% 35-447.0 %25-349.0 5.5%% 35-447.0% 45-549.0% 12.0 12.0% %participant'sparticipant’s option, a 100% joint and survivor annuity. Benefits earned after December 31, 2004 are payable after retirement in the form of a 15-year certain annuity. No additional benefits may be earned under the Restoration Plan after December 31, 2017.the Named Executive OfficersMr. Stauch under both the SERP and the Restoration Plan is set forth in the 20202023 Pension Benefits table.The Pentair, Inc. Retirement Savings and Stock Incentive Plan ("RSIP"(“RSIP”) is a tax-qualified 401(k) retirement savings plan. Participating employees may contribute up to 50% of base salary and incentive compensation on a before-tax basis and 15% of compensation on an after-tax basis, into their RSIP58 Executive Compensation Tables incentincentivize employees to make contributions to our retirement plan.52 2021 Proxy StatementEXECUTIVE COMPENSATION TABLES$285,000$22,500 in 2020.Fidelity Investments Institutional Services Co. provides these investment vehicles for participants and handles all allocation and accounting services for the RSIP. "Salary"“Salary” and "Non-Equity“Non-Equity Incentive Plan Compensation"Compensation” columns in the Summary Compensation Table. Amounts contributed by us to the RSIP for the Named Executive Officers are included in the "All“All Other Compensation"Compensation” column in the Summary Compensation Table.2020 NONQUALIFIED DEFERRED COMPENSATION TABLE20202023 year-end balances for each of the Named Executive Officers under our Sidekick Plan described under "Compensation“Compensation Discussion and Analysis —– Retirement and Other Benefits —– Deferred Compensation."” Contributions we make to the Sidekick Plan are intended to make up for contributions to our RSIP (including our matching contributions) for cash compensation above the maximum imposed by the Code, which was $285,000$22,500 in 2020.2023. Because the Code does not permit"Covered“Covered Sidekick Compensation"Compensation”).Name Executive
Contributions
in 2023
($)Registrant
Contributions
in 2023
($)Aggregate
Earnings/(Loss)
in 2023
($)Aggregate
Withdrawals/
Distributions
in 2023
($)
Balance at
December 31,
2023John L. Stauch 5,382,207 19,750 8,837,636 — 25,640,774 Robert P. Fishman 176,048 20,494 167,237 (21,024) 708,663 Tanya L. Hooper 5,031 — 888 — 5,919 Jerome O. Pedretti 451,984 19,750 408,778 — 2,377,685 Adrian C. Chiu 76,712 19,750 129,998 — 599,315 Executive
Contributions
in 2020 ($)Registrant
Contributions
in 2020 ($)Aggregate
Earnings/(Loss)
in 2020 ($)Aggregate
Withdrawals/
Distributions
in 2020 ($)Aggregate
Balance at
December 31,
2020 ($)(1) 651,697 21,000 826,972 (1,314,185) 5,792,455 94,795 — 18,689 — 113,484 52,846 21,000 32,274 — 202,285 — — — — — — 5,000 22,487 — 111,938 148,404 21,283 289,656 — 1,888,590 166,256 21,000 175,846 — 1,629,987
Chiu $96,462.20202023 or prior years for each Named Executive Officer are: Mr. Stauch — $5,792,455;$18,044,577; Mr. Fishman — $94,795;$664,116; Ms. RobertsonHooper — $160,487;$5,031; Mr. D'OvidioPedretti — $0; John Jacko — $28,550;$2,186,794; and Mr. Borin — $689,379; Mr. Frykman — $1,291,446."Executive“Executive Contributions in 2020"2023” reflect the amount of cash compensation each Named Executive Officer deferred in 20202023 under the Sidekick Plan."Registrant“Registrant Contributions in 2020"2023” are the totals of contributions we made in 20202023 under the Sidekick Plan for the account of each Named Executive Officer. These amounts, in addition to contributions we made under the RSIP, are included in the Summary Compensation Table above in the column labeled "All“All Other"” The contributions we made are derived from matching contributions equal to one dollar for each dollar contributed up to 5% of Covered Sidekick Compensation deferred in 20192022 by each Named Executive Officer; we normally make these contributions one year in arrears."Aggregate“Aggregate Earnings/(Loss) in 2020"2023” reflect the amount of investment earnings realized by each Named Executive Officer on the investments chosen that are offered to participants in our RSIP and Sidekick Plan.Pentair plc 53EXECUTIVE COMPENSATION TABLESparticipant'sparticipant’s separation from service, the participant'sparticipant’s disability, a change in control, or a specified date elected by the participant.59 POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROLExecutive Compensation Tables Executive Officer Severance Plan ("(“Executive Severance Plan"Plan”), which became effective January 1, 2021 and therefore no benefits would have been paid under it in connection with a termination on December 31, 2020.2021. Under the Executive Severance Plan, our executives, including our Named Executive Officers, are eligible to receive severance benefits in the event of a qualifying termination of employment to the extent the terms and conditions of the Executive Severance Plan are satisfied. A qualifying termination occurs in the event of an executive'sexecutive’s involuntary termination without cause or resignation for good reason.Officer'sOfficer’s base salary and annual bonus target. The severance multiplier is two for the CEOchief executive officer and any other executive officer who was an executive officer as of January 1, 2021, and one and one half for anyone who becomes an executive officer thereafter, and the cash payments are made in equal installments over the corresponding period. If enrolled in the group medical and/or dental insurance coverage, the participant will receive an additional cash payment equal to the amount determined by multiplying the severance multiplier by the amount equal to the employer'semployer’s portion of the health and/or dental insurance premiums for one year. The participant is also eligible for outplacement services. As a condition for the severance benefits, the participant must sign an agreement under which they agree to sign a separation and release agreement and restrictive covenants agreement. The Compensation Committee and the independent members of the Board adopted the Executive Severance Plan to aid in the attraction and retention of executive talent. The Company retains the right to adjust the severance benefits available under the plan."cause"“cause” means the officer's:►►►►►days'days’ written notice, "good reason"“good reason” means:►►officer'sofficer’s removal from, or any failure to reelect or reappoint him or her to any title or position as a corporate officer;►officer'sofficer’s authority or responsibilities;►officer'sofficer’s base salary (unless as part of a uniformly applied reduction for all executive officers); or►officer'sofficer’s principal place of employment to a location more than 50 miles from his or her principal place of employment (other than a relocation to the Company'sCompany’s management office in the U.S.)."change“change in control"control” has the same meaning as defined in the KEESA.60 54 2021 Proxy StatementEXECUTIVE COMPENSATION TABLESExecutive Compensation Tables Change in Control Agreements "cause"“cause” means:►►►"good reason"“good reason” means:►►officer'sofficer’s base salary, percentage of base salary available as cash incentive compensation or bonus opportunity, grant date fair value of equity-based awards or other benefits;►officer'sofficer’s removal from, or any failure to reelect or reappoint him or her to serve in, any of the positions held with us on the date of the change in control or any other positions to which he or she is thereafter elected, appointed or assigned, except in the event that such removal or failure to reelect or reappoint relates to our termination of an officer'sofficer’s employment for cause or by reason of disability;►►officer'sofficer’s principal place of employment to a location more than 50 miles from his or her principal place of employment on the date 180 days prior to the change in control;►►officer'sofficer’s agreement."change“change in control"control” is deemed to have occurred if:►20%30% or more of our outstanding ordinary shares or combined voting power;►►►Pentair plc 5561 EXECUTIVE COMPENSATION TABLESExecutive Compensation Tables benefits under the change inof control agreements include benefits that could be triggered by a change in control and a covered termination in connection with such a change in control include:►upon termination ofif the executive is terminated by usreasons other than for death, disability, or cause, or by the executive for good reason, after a change in control;►executive'sexecutive’s target bonus for the year of termination, the actual bonus paid during the year prior to the change in control, or the actual bonus paid with respect to the year prior to the change in control;►replacement coverage for company-provided group►executive'sexecutive’s annual base salary;►Messrs. Borin, Frykman, Jacko andMr. Stauch, who havehas been made participantsa participant in that plan) and under any other nonqualified defined contribution retirement plans; and for those executives who participate in the SERP and have fewer than seven years of participation in the SERP, up to three additional years of service can be credited, up to a maximum of seven years of service;►►thea three-year or two-year period, to maintain the confidentiality of our information during and following employment and to refrain from competitive activities for a period of one year following termination of employment with us or our successor.December 2020,2023, the Compensation Committee approved an amendment to our outstanding KEESAs clarifyingand form of KEESA to clarify that executivesbenefits qualifying as incentive-based compensation are subject to our clawback policy. The form of KEESA was also amended in response to certain state law changes affecting non-compete agreements to instead provide that certain severance payments are contingent upon the executive not eligible for both benefits under the KEESA and Severance Plan in the event that there is a change of control and termination that occurs in a close time period.competing with us.Change in Control and Termination Provisions of Incentive Plans ►►►►Retirement.••62 Executive Compensation Tables 5five years; restricted stock and restricted stock units (that are not56 2021 Proxy StatementEXECUTIVE COMPENSATION TABLES►Disability.Disability. If any of the Named Executive Officers terminates employment as a result of death or disability, options, restricted stock and restricted stock units are immediately vested; and performance awards are paid in full based on actual performance.►Reason.Reason. If any of the Named Executive Officers terminates employment in an involuntary termination for a reason other than cause, death or disability (a "Covered Termination"“Covered Termination”), or in a voluntary termination for good reason, then the employee'semployee’s outstanding awards will be eligible for continued or accelerated vesting, as described below. For a Named Executive Officer'sOfficer’s termination to be considered a Covered Termination, the officer must execute a general release in a form and manner determined by us. Upon a Covered Termination, awards held by a Board-appointed corporate officer, including such a Named Executive Officer, will be treated as follows:•andor the fifth anniversary of the covered termination. ••covered termination.Covered Termination. In December 2020, we revised the"cause"“cause” means an act or omission by the officer as is determined by the Planplan administrator to constitute cause for termination, including but not limited to any of the following:►►►►►"good reason"“good reason” means:►►►officer'sofficer’s working conditions or status;►►63 Pentair plc 57EXECUTIVE COMPENSATION TABLESQuantification ofExecutive Compensation PayableTablesEstimated Payments and Benefits upon a Change in Control or Termination of Employment The amounts each Named Executive Officer would receive upon a termination as a result of a Covered Termination, a qualifying retirement with 10 years of service, death, or disability, in each case in the absence of a change in control, is shown below. As required by the SEC rules, the amounts shown below assume that suchthe applicable termination or other event was effective as of December 31, 2020,2023, and thus are estimates of the amounts that would actually be received. The actual amounts to be received can only be determined in connection with the actual termination or other event. As indicated in the benefits the Named Executive Officer would be entitled to receive uponwho is eligible for a termination as a result of a Covered Termination, awith(for him, having 10 years of service death, or disability, in each case in the absenceprior to age 60) as of a change in control, relate to accelerated vesting or payment of long-term incentive awards. Any severance, perquisites, or other enhanced benefits upon termination of employment in the absence of a change in control would be at the discretion of the Compensation Committee. In connection with Mr. Borin's voluntary resignation and termination of employment, effective June 6, 2020, Mr. Borin received no severance benefits and his outstanding, unearned equity awards were forfeited. Accordingly, Mr. Borin is not included in the tables below.Executive John L. Stauch — 3,026,626 7,478,805 10,505,431 Stock Option
Vesting(1)($)Restricted Stock Unit
Vesting(1)($)Performance Share
Unit Vesting(1)(2)($)Total($) 2,228,296 2,640,803 5,679,037 10,548,136 — 2,058,973 — 2,058,973 377,089 1,595,248 950,258 2,922,595 — 1,029,513 — 1,029,513 341,965 1,005,418 866,482 2,213,865 Executive Total
($)John L. Stauch 4,945,000 3,981,009 4,199,875 8,228,227 15,000 31,807 21,400,918 Robert P. Fishman 2,820,000 1,165,033 1,226,618 2,339,153 15,000 45,371 7,611,175 Tanya L. Hooper 1,299,375 346,626 1,662,223 1,203,423 15,000 32,912 4,559,559 Jerome O. Pedretti 2,304,000 854,165 851,725 1,670,585 15,000 43,883 5,739,358 Adrian C. Chiu 1,417,500 598,425 1,017,504 1,180,156 15,000 32,912 4,261,497 64 Executive Compensation Tables amounts shown assume that such termination was effectiveas of December 31, 2020. The actual amounts to be paid out can only be determined in connection with a change in control or termination following a change in control. Because Messrs. Borin and Frykman's employment with us has terminated, they have been omitted from the table below.John L. Stauch 6,181,250 3,981,009 4,199,875 8,228,227 — 1,397,500 50,000 15,000 35,359 17,806,611 24,088,220 Robert P. Fishman 2,820,000 1,165,033 1,226,618 2,339,153 — 705,000 50,000 15,000 48,923 5,435,804 8,369,727 Tanya L. Hooper 1,732,500 346,626 1,662,223 1,203,423 — 341,250 50,000 15,000 46,682 3,553,523 5,397,705 Jerome O. Pedretti 2,304,000 854,165 851,725 1,670,585 — 512,000 50,000 15,000 47,293 3,888,475 6,304,768 Adrian C. Chiu 1,890,000 598,425 1,017,504 1,180,156 — 420,000 50,000 15,000 46,682 3,216,085 5,217,767 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)($) 5,335,000 2,228,296 2,640,803 5,679,037 — 1,164,000 50,000 15,000 46,866 11,712,136 17,159,022 2,600,000 — 2,058,973 — — 650,000 50,000 15,000 46,788 2,708,973 5,420,761 1,890,000 377,089 1,595,248 950,258 — 405,000 50,000 15,000 5,149 3,327,595 5,287,744 2,160,000 — 1,029,513 — — 480,000 50,000 15,000 45,784 1,509,513 3,780,297 1,683,000 341,965 1,005,418 866,482 1,114,748 331,500 50,000 15,000 45,966 2,545,365 5,454,079 2012 Stock and Incentive2020 Plan. The amount shown for performance share units assumes target performance and includes the balance of any dividend equivalent units (rounded up to the nearest whole share).58 2021 Proxy StatementEXECUTIVE COMPENSATION TABLESexecutive'sexecutive’s change in control compensation protections will be either cut back to a level below the level that would trigger the imposition of the excise taxes or paid in full and subjected to the excise taxes, whichever results in the better after-tax result to the executive.two tablestable above for termination without cause or for good reason in connection with a change in control assume, to the extent applicable, that:►$53.09,$72.71, the closing market price for our ordinary shares on the last trading day of 2020;►►►Officers'Officers’ agreements provide that, if excise taxes would otherwise be imposed in connection with a change in control, the executive'sexecutive’s change in control compensation protections will be either cut back to a level below the level that would trigger the imposition of the excise taxes or paid in full and subjected to the excise taxes, whichever results in the better after-tax resultoutcome to the executive. Solely for purposes of the calculations in the tables above, we have assumed that the cut back did not apply.Separation Agreement with Mr. Frykman65 In connection with the elimination of Mr. Frykman's position resulting from our new organizational structure, the Compensation Committee approved a separation agreement with Mr. Frykman to ensure a smooth transition of his responsibilities. Pentair agreed to make a cash separation payment to Mr. Frykman of $2,527,000, payable in two lump sum payments in January 2021 and January 2022. He is also eligible to receive a healthcare subsidy payment equal to 24 months of the employer portion of his medical benefits payable on the first lump sum payment date valued at $28,201 and outplacement services valued at up to $15,000. These separation benefits were contingent upon Mr. Frykman signing and not rescinding a release of claims and complying with certain post-termination covenants, including a two-year non-competition and non-solicitation agreement.Pursuant to the terms of his original award agreements, Mr. Frykman's equity awards were eligible for the following treatment in connection with his Covered Termination: (i) restricted stock units vested in full ($1,001,224 value), (ii) stock options will remain outstanding and vest in accordance with the terms of the particular grant or applicable terms and conditions until the earlier of the expiration date of the award or the fifth anniversary of the separation date ($2,371,186 value), and (iii) PSUs will vest in full based on actual performance after final performance is determined ($2,129,652 value assuming payout at target).As Mr. Frykman was employed with Pentair through December 31, 2020, he earned an annual incentive award for 2020 of $634,949 based on actual results and payable at the same time that annual incentive awards are paid to the Company's other executive officers.PAY RATIOCEO Pay Ratio 2020:►$59,236;$57,729; and►$9,342,044.$10,008,469.158173 to 1.9,60810,762 individuals employed by us worldwide on October 1, 2020.20202023 to identify our median employee. To calculate the target cash compensation for any employee that we paid inPentair plc 59EXECUTIVE COMPENSATION TABLES20202023 to convert such non-U.S. employee'semployee’s target cash compensation into U.S. Dollars.employee's20202023 in the same way that we calculate the annual total compensation of our Named Executive Officers in the Summary Compensation Table.66 Pay Versus Performance Pay Versus Performance Table (a) (b) (c) (d) (e) (f) (g) (h) (i) Year Value of Initial Fixed $100
Investment based on:Net Income
($)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 67 RISK CONSIDERATIONS IN COMPENSATION DECISIONSPay Versus Performance Adjustments Total Compensation from SCT 10,008,469 2,722,854 (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 17,893,209 4,497,393 Compensation Committee believestable 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 paying for performance is an important part of its compensation philosophy, but recognizes the risk that incentivizing specific measures of performance may posedate to the performancelast fiscal day of each applicable year.68 Pay Versus Performance Most Important Measures for Linking Pay and Performance Measure 1 - Company-Wide Segment Income Measure 2 - Adjusted EPS Measure 3 - ROIC Measure 4 - TSR whole if personnel were to actmetric used in ways designed primarily to maximize their compensation. Therefore,our short and long-term plans, we are including TSR. A sizable amount of the variability of compensation actually paid depends on the value of equity awards, which is based on the Company’s stock price.
CAP to CEO 
Avg CAP to Other NEOs 
Net Income 
Segment Income 69 Pay Versus Performance 
CAP to CEO Avg CAP to Other NEOs PNR TSR Peer TSR Committee conducts an annual assessmentActually Paid to our NEOs has a high degree of potential risks arising from its compensation programs and policies applicablecorrelation to all employees. In its December 2020 assessment, the Compensation Committee noted the following considerations, among others:►the balance of our fixed and variable compensation in our executive compensation program;►the balance in our executive compensation program between the achievement of short-term objectives and longer-term value creation;►the mix of compensation forms within our long-term incentive compensation plan;
Company’s performance.►our use of multiple performance measures under our incentive compensation plans;►metrics tied to segment performance for segment presidents;►the impact of these performance measures on our financial results;►our use of performance curves that require achievement of a minimum level of performance before receiving any incentive payout;►capped payouts under our incentive plans;►clawback policy pursuant to which certain incentive compensation earned by our executive officers may be subject to recoupment; and►our stock ownership guidelines and equity holding policy.Based on its assessment, the Compensation Committee concluded that the risks arising from our executive compensation program and policies are not reasonably likely to have a material adverse effect on our company. The Compensation Committee will continue to assess our executive compensation program to align employee interests with those of long-term shareholder interests.70 60 2021 Proxy StatementPROPOSAL 3PROPOSAL 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 
The 71 Audit Matters has selected and appointed Deloitte & Touche LLP ("D&T") to audit our financial statements for the fiscal year ending December 31, 2021. The Board, upon the recommendation of the Audit and Finance Committee, is asking our shareholders to ratify, by nonbinding, advisory vote, the appointment and to authorize, by binding vote, the Audit and Finance Committee of the Board of Directors to set the independent auditor's remuneration. Although approval is not required by our Articles of Association or otherwise, the Board is submitting the appointment of D&T to our shareholders because we value our shareholders' views on our independent auditor. If the appointment of D&T is not ratified by shareholders, it will be considered as notice to the Board and the Audit and Finance Committee to consider the selection of a different firm. Even if the appointment is ratified, the Audit and Finance Committee in its discretion may select a different independent auditor at any time during the year if it determines that such a change would be in the best interests of our company and our shareholders.The Audit and Finance Committee is directly responsible for the appointment, compensation, retention and oversight of the independent auditor retained to audit our financial statements. D&T hasbeen retained as our independent auditor continuously since 1977.The Audit and Finance Committee is responsible for the audit fee negotiations associated with our retention of D&T. In connection with the mandated rotation of D&T's lead engagement partner, the Audit and Finance Committee and its Chair are directly involved in the selection of D&T's new lead engagement partner. The members of the Audit and Finance Committee and the Board believe that the continued retention of D&T to serve as our independent auditor is in our and our shareholders' best interests.We expect that one or more representatives of D&T will be present at the Annual General Meeting. Each of these representatives will have the opportunity to make a statement, if he or she desires, and is expected to be available to respond to any questions.The text of the resolution with respect to Proposal 3 is as follows:"IT IS RESOLVED, to ratify, on a nonbinding, advisory basis, the appointment of Deloitte & Touche LLP as the independent auditor of Pentair plc and to authorize, in a binding vote, 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.Pentair plc 61PROPOSAL 3AUDIT AND FINANCE COMMITTEE PRE-APPROVAL POLICYauditor'sauditor’s engagement and audit plan, including fees, scope, staffing and timing of work. In addition, the Audit and Finance Committee Charter limits the types of non-audit services that may be provided by the independent auditors. Any permitted non-audit services to be performed by the independent auditors must be pre-approved by the Audit and Finance Committee after the Committeeit is advised of the nature of the engagement and particular services2020.2023. Responsibility for this pre-approval may be delegated to one or more members of the Audit and Finance Committee; all such approvals, however, must be disclosed to the Audit and Finance Committee at its next regularly scheduled meeting. The Audit and Finance Committee may not delegate authority for pre-approvals to management.FEES PAID TO THE INDEPENDENT AUDITORS Deloitte AG, Deloitte & Touche (Ireland), and the member firms of Deloitte Touche Tohmatsu and their respective affiliates (collectively, the "Deloitte Entities"“Deloitte Entities”) to provide various audit, audit-related, tax and other permitted non-audit services to20202023 and 2019.2022. The Audit and Finance Committee approved all fees paid to the Deloitte Entities and underlying services provided by the Deloitte Entities. Their fees for these services were as follows (in thousands):2023 2022 $ 5,685 $ 5,600 244 451 Tax compliance 536 699 Tax consulting 923 729 Total tax fees 1,459 1,428 — 3 Total $ 7,388 $ 7,482 2020 2019 $ 4,949 $ 5,872 174 246 941 552 1,110 1,468 2,051 2,020 $ 7,174 $ 8,138 62 2021 Proxy StatementTable72 AUDIT AND FINANCE COMMITTEE REPORTAudit Matters 2020,2023, the Audit and Finance Committee has:►statutory financial statementsStatutory Financial Statements for the year ended December 31, 20202023 with management;►►firm'sfirm’s communications with the Audit and Finance Committee concerning independence, and discussed with Deloitte & Touche LLP their independence.20202023 filed with the Securities and Exchange Commission on February 16, 2021.20, 2024. The Board has approved these inclusions.Glynis A. Bryan,
StephensonMichael T. SpeetzenPentair plc 63PROPOSAL 4
The Board is asking our shareholders to approve the Pentair plc Employee Stock Purchase and Bonus Plan, as amended and restated (the "ESPP"). The ESPP was most recently amended and restated effective January 1, 2021 to modify the time period for which the contribution limits under the ESPP apply and, subject to approval of our shareholders at the Annual General Meeting, to extend the term of the ESPP until the 10th anniversary of such shareholder approval.We believe the ESPP is an important part of our compensation programs. It provides an incentive, through our matching contributions, for all employees to become shareholders, thereby encouraging a broad-based alignment with shareholder interests.The ESPP currently has approximately 1,335 participants. For 2020, the aggregate amount of the company matching contributions for all participants was approximately $1,095,620.67. We believe the benefits achieved through the ESPP are well worth this cost.The ESPP has been in existence for many years and is a highly visible and popular employee benefit. The ESPP is a key broad-based contributory employee plan that directly supports our objective of aligning the interests of all employees with the interests of ourshareholders and has proven to be an effective tool in encouraging broad-based equity participation among our employees.The text of the resolution with respect to this Proposal 4 is as follows:"IT IS RESOLVED, that approval be and is hereby given to the Pentair plc Employee Stock Purchase and Bonus Plan, as amended and restated, which has been made available to shareholders prior to the meeting, and that the directors be and are hereby authorized to take all such actions (including the making of minor amendments) with reference to the Pentair plc Employee Stock Purchase and Bonus Plan as may be necessary to ensure the operation of the Pentair plc Employee Stock Purchase and Bonus Plan as amended and restated in any jurisdiction in which employees are invited to participate."If the ESPP is not approved by the shareholders at the Annual General Meeting, its authorization will expire in 2022 and no further purchases may be made under the ESPP after such expiration.64 2021 Proxy StatementPROPOSAL 4KEY TERMS OF THE ESPP►We match 25% of the contributions made by participants►Participants may contribute up to 15% of their compensation, subject to a maximum contribution of US$9,000 (for U.S. participants) or CA$11,000 (for Canadian participants) per participant in any 12-month period►Eligible participants generally include all regular and permanent full-time and part-time employees who are at least age 18►Shares are acquired through open-market purchases at the prevailing market prices, so the ESPP is not dilutive to our existing shareholdersA summary description of the ESPP follows below. The summary description is qualified in its entirety by reference to the full text of the ESPP, which is attached to this Proxy Statement as Appendix B. Our shareholders are urged to read the actual text of the ESPP in its entirety.ADMINISTRATIONWe administer the ESPP through certain of our employees who are appointed for that purpose (the "Plan Administrator"). The Plan Administrator has full power and authority to interpret and construe the ESPP, to adopt rules and regulations for purposes ofadministering the ESPP and to amend and revoke any rules and regulations. Any interpretation of the ESPP by the Plan Administrator and any decision on any matter within the Plan Administrator's discretion that is made in good faith will be final and binding.ELIGIBILITYOur regular and permanent full-time or part-time employees, or regular and permanent full-time or part-time employees of our participating affiliates, who are at least age 18 are generally eligible to participate in the ESPP, except that employees covered by a collective bargaining agreement that does not providefor participation in the ESPP and individuals who are not treated by us or our participating affiliates as employees are not eligible. Currently, we estimate that there are approximately 5,125 employees who may be eligible to participate in the ESPP if they also meet the age requirements.CONTRIBUTIONSParticipation in the ESPP is voluntary. Upon making the appropriate election to participate, participants may contribute, through payroll deductions, between 0.01% and 15% of their compensation, subject to a maximum contribution of US$9,000 (for U.S. participants) orCA$11,000 (for Canadian participants) per participant in any 12-month period. Prior to the most recent amendment and restatement of the ESPP, this limit on contributions was measured over the calendar year.EMPLOYER MATCHING CONTRIBUTIONAt the times determined by the Plan Administrator, we or our participating affiliates will contribute on behalf ofeach participant an amount equal to 25% of the contributions made by the participant.PURCHASE OF STOCKThe Plan Administrator has appointed an agent (the "Plan Agent") to, among other things, receive contributions and purchase shares under the ESPP. The Plan Agent uses contributions to purchase our ordinary shares on the open market, which areallocated to the participants' accounts. There is no limit on the number of ordinary shares that may be purchased. Each participant is fully vested in his or her account.Pentair plc 65PROPOSAL 4VOTING AND DIVIDENDSParticipants have no voting, dividend or other rights of a shareholder with respect to shares subject to the ESPP until the shares have been delivered to the participants' accounts. Once the shares are delivered to a participant's account, he or she will be able to instruct the Plan Agent how to vote the shares. Cashdividends received on shares held in participant accounts will either be used by the Plan Agent to purchase additional shares on behalf of the participant or paid directly to the participant in cash, as elected by the participant in accordance with procedures established by the administrator of the ESPP.ENDING PARTICIPATION; DISTRIBUTIONSA participant may, in accordance with procedures established by the Plan Administrator, elect to cease making contributions under the ESPP. In addition, a participant who ceases earning compensation, or whoceases to be an eligible employee, shall automatically cease making contributions. Participants are eligible to receive distributions of their accounts in accordance with procedures established by the Plan Agent.TERM; AMENDMENTS AND TERMINATIONIf the ESPP is approved by shareholders at the Annual General Meeting, then it will terminate on the 10th anniversary of the date of the Annual General Meeting, unless it is earlier terminated as provided in the ESPP. The Board, as a whole or acting throughthe Compensation Committee, has the power to amend or terminate the ESPP. Current NYSE rules also require shareholder approval of certain other material revisions to the ESPP.NEW PLAN BENEFITSWe cannot currently determine the number of our ordinary shares that may be purchased under the ESPP in the future.66 2021 Proxy StatementPROPOSAL 4SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANSThe following table summarizes, as of December 31, 2020, information about compensation plans under which our equity securities are authorized for issuance: (a) (b) (c) Number of
securities to
be issued
upon the
exercise of
outstanding
options,
warrants and
rights Weighted-
average
exercise
price of
outstanding
options,
warrants
and rights Number of
securities
remaining
available for
future
issuance
under equity
compensation
plans
(excluding
securities
reflected in
column (a)) 86,233 (1) — (2) 5,497,519 (3) 4,006,791 (4) $ 40.47 (2) 400,997 (5) 15,616 (6) $ 24.27 (2) — (5) — — — (7) 4,108,640 $ 40.39 (2) 5,898,516 (1)Consists of 86,233 shares subject to restricted stock units.(2)Represents the weighted average exercise price of outstanding stock options and does not take into account outstanding restricted stock units or performance share units.(3)Represents securities remaining available for issuance under the 2020 Plan.(4)Consists of 3,059,184 shares subject to stock options, 588,399 shares subject to restricted stock units, and 359,208 shares subject to performance share awards.(5)The 2012 Stock and Incentive Plan was terminated in 2020. Stock options, restricted stock units and performance share awards previously granted under the 2012 Stock and Incentive Plan remain outstanding, but no further options or shares may be granted under this plan.(6)Consists of 15,616 shares subject to stock options.(7)The 2008 Omnibus Stock Incentive Plan was terminated in 2012. Stock options previously granted under the 2008 Omnibus Stock Incentive Plan remain outstanding, but no further options or shares may be granted under this plan.EACH OF THE BOARD AND THE COMPENSATION COMMITTEE RECOMMENDS A VOTE "FOR" THE APPROVAL OF THE PENTAIR PLC EMPLOYEE STOCK PURCHASE AND BONUS PLAN, AS AMENDED AND RESTATED.Pentair plc 67PROPOSAL 5
Under Irish law, directors of an Irish public limited company must have authority from its shareholders to allot (or issue) any shares, including shares that are part of our company's authorized but unissued share capital. The Board's current authority to issue up to 33% of the Company's issued ordinary share capital was approved by the shareholders at the 2020 Annual General Meeting and will expire on November 5, 2021. This authority is fundamental to our business and enables us to issue shares, including, if applicable, in connection with funding acquisitions and raising capital.We are presenting this Proposal 5 to renew the Board's authority to issue up to a maximum of 33% of a company's issued ordinary share capital as at March 5, 2021 (the latest practicable date before this Proxy Statement) and for such authority to expire 18 months from the passing of this resolution, unless otherwise varied, revoked or renewed.Granting the Board this authority is a routine matter for public limited companies incorporated in Ireland and is consistent with Irish market practice. We are not asking you to approve an increase in our authorized share capital or to approve a specific issuance of shares. Instead, approval of this proposal will only grant the Board of Directors the authority to allot shares upon the terms below. In addition, we note that, because we are a NYSE-listed company, ourshareholders continue to benefit from the protections afforded to them under the rules and regulations of the NYSE and SEC, including those rules that limit our ability to issue shares in specified circumstances.The text of the resolution in respect of Proposal 5 is as follows:"IT IS RESOLVED, that, the Board of Directors be and is generally and unconditionally authorized with effect from the passing of this resolution to exercise all powers of the Company to allot relevant securities (as defined in Section 1021 of the Companies Act 2014) in an amount up to an aggregate nominal amount of $548,368 (equivalent to 54,836,794 ordinary shares), being equivalent to approximately 33% of the aggregate nominal value of the issued ordinary share capital of the Company as of March 5, 2021 (the latest practicable date before this Proxy Statement), and the authority conferred by this resolution shall expire eighteen months from the passing of this resolution, unless previously renewed, varied or revoked; provided that the Company may make an offer or agreement before the expiry of this authority, which would or might require any such securities to be allotted after this authority has expired, and in that case, the Directors may allot relevant securities in pursuance of any such offer or agreement as if the authority conferred hereby had not expired."THE BOARD RECOMMENDS A VOTE "FOR" AUTHORIZATION OF THE BOARD OF DIRECTORS TO ALLOT NEW SHARES UNDER IRISH LAW.68 2021 Proxy StatementPROPOSAL 6
Under Irish law, unless otherwise authorized, certain statutory preemption rights apply automatically in favor of shareholders where shares are to be issued for cash. Under the statutory preemption rights, shares issued for cash must be offered to existing shareholders of our company on a pro rata basis before the shares can be issued to any new shareholders. The Board's current authority to opt-out of these statutory preemption rights was approved by the shareholders at the 2020 Annual General Meeting and will expire on November 5, 2021. The statutory preemption rights do not apply where shares are issued for non-cash consideration (such as in a stock-for-stock acquisition) and do not apply to the issue of non-equity shares (that is, shares that have the right to participate only up to a specified amount in any income or capital distribution) or where shares are issued pursuant to an employee option or similar equity plan.We are presenting this Proposal 6 to renew the Board's authority to opt-out of the statutory preemption rights provision in the event of (1) the issuance of shares in connection with any rights issue and (2) the issuance of shares for cash, if the issuance is limited to up to 5% of a company's issued ordinary share capital as at March 5, 2021 (the latest practicable date before this Proxy Statement) (with the possibility of issuing up to an additional 5% of the company's issued ordinary share capital as at March 5, 2021 provided the company uses it only in connection with an acquisition or specified capital investment which is announced contemporaneously with the issuance, or which has taken place in the preceding 6-month period and is disclosed in the announcement of the issue) bringing the total acceptable limit to 10% of the company's issued ordinary share capital as at March 5, 2021 and, provided further that, in each case, such authority will be limited to a period expiring 18 months from the passing of this resolution, unless otherwise varied, renewed or revoked.Granting the Board this authority is a routine matter for public limited companies incorporated in Ireland and is consistent with Irish customary practice. Similar to the authorization sought for Proposal 5, this authority is fundamental to our business and, if applicable, willfacilitate our ability to fund acquisitions and otherwise raise capital. We are not asking you to approve an increase in our authorized share capital. Instead, approval of this proposal will only grant the Board the authority to issue shares upon the terms below. Without this authorization, in each case where we issue shares for cash, we would first have to offer those shares on the same or more favorable terms to all of our existing shareholders. This requirement could cause delays in the completion of acquisitions and capital raising for our business. Furthermore, we note that this authorization is required as a matter of Irish law and is not otherwise required for U.S. companies listed on the NYSE. In addition, under Irish law, the Board will only be authorized to opt-out of preemption rights if it is authorized to issue shares, which authority is being sought in Proposal 5.The text of the resolution with respect to Proposal 6 is as follows:"IT IS RESOLVED, as a special resolution, that, subject to the passing of the resolution in respect of Proposal 5 as set out above and with effect from the passing of this resolution, the directors be and are hereby empowered pursuant to Section 1023 of the Companies Act 2014 to allot equity securities (as defined in Section 1023 of that Act) for cash, pursuant to the authority conferred by Proposal 5 as if sub-section (1) of Section 1022 of that Act did not apply to any such allotment, provided that this power shall be limited to:(a)the allotment of equity securities in connection with a rights issue or other preemptive issue in favor of the holders of ordinary shares (including rights to subscribe for, or convert into, ordinary shares) where the equity securities respectively attributable to the interests of such holders are proportional (as nearly as may be) to the respective numbers of ordinary shares held by them (but subject to such exclusions or other arrangements as the Board may deem necessary or expedient to deal with fractional entitlements that would otherwise arise, or with legal or practical problems under the laws of, or thePentair plc 69PROPOSAL 6requirements of any recognized regulatory body or any stock exchange in any territory, or otherwise); and(b)the allotment (other than pursuant to sub-paragraph (a) above) of equity securities up to an aggregate nominal value of $166,172 (equivalent to 16,617,210 shares) (being equivalent to approximately 10% of the aggregate nominal value of the issued ordinary share capital of the Company as of March 5, 2021 (the latest practicable date before this Proxy Statement)), provided that any amount above $83,086 (equivalent to 8,308,605 shares) (being equivalent to approximately 5% of the aggregatenominal value of the issued ordinary share capital of the Company as of March 5, 2021) is to be used only for the purpose of an acquisition or a specific capital investment, and the authority conferred by this resolution shall expire 18 months from the passing of this resolution, unless previously renewed, varied or revoked; provided that the Company may make an offer or agreement before the expiry of this authority, which would or might require any such securities to be allotted after this authority has expired, and in that case, the Board may allot equity securities in pursuance of any such offer or agreement as if the authority conferred hereby had not expired."THE BOARD RECOMMENDS A VOTE "FOR" AUTHORIZATION OF THE BOARD OF DIRECTORS TO OPT-OUT OF STATUTORY PREEMPTION RIGHTS UNDER IRISH LAW.70 2021 Proxy StatementPROPOSAL 7
Our historical open-market share repurchases (whether effected as redemptions or otherwise) and other share buyback activities result in ordinary shares being acquired and held by us as treasury shares. We may re-allot treasury shares that we acquire through our various share buyback activities in connection with our employee compensation programs or otherwise.Under Irish law, our shareholders must authorize the price range at which we may re-allot any shares held in treasury. In this proposal, that price range is expressed as a minimum and maximum percentage of the prevailing market price (as defined below). The Company's current authorization was granted by the shareholders at the 2020 Annual General Meeting and will expire on November 5, 2021.The authority being sought from shareholders provides that the minimum and maximum prices at which an ordinary share held in treasury may be re-allotted are 95% (or nominal value where the re-allotment of treasury shares is required to satisfy an obligation under any employee or director share or option plan operated by Pentair plc) and 120%, respectively, of the average closing price per ordinary share, as reported on the New York Stock Exchange, for the 30 trading days immediately preceding the proposed date of re-allotment. Any re-allotment of treasury shares will be at price levels that the Board considers in the best interests of our shareholders. Under Irish law, this authorization will expire after eighteen months unless renewed. Accordingly, we expect to propose renewal of this authorization at subsequent Annual General Meetings.The resolution with respect to Proposal 7 is a special resolution. The text of the resolution with respect to Proposal 7 is as follows:"IT IS RESOLVED, as a special resolution, that for the purposes of Section 1078 of the Companies Act 2014, the re-allotment price range at which any treasury shares (as defined by Section 106 of the Companies Act 2014) for the time being held by Pentair plc may be re-allotted off-market shall be as follows:1.the maximum price at which a treasury share may be re-allotted off-market shall be an amount equal to 120% of the "market price."2.the minimum price at which a treasury share may be re-allotted off-market shall be the nominal value of the share where such a share is required to satisfy an obligation under any employee or director share or option plan operated by Pentair plc or, in all other cases, not less than 95% of the "market price."3.for the purposes of this resolution, the "market price" shall mean the average closing price per ordinary share of Pentair plc, as reported on the New York Stock Exchange, for the 30 trading days immediately preceding the day on which the relevant share is re-allotted.FURTHER RESOLVED, that this authority to re-allot treasury shares shall expire on the date 18 months from the date of the passing of this resolution unless previously varied, revoked or renewed in accordance with the provisions of Sections 109 and/or 1078 (as applicable) of the Companies Act 2014 (and/or any corresponding provision of any amended or replacement legislation) and is without prejudice or limitation to any other authority of the Company to re-allot treasury shares on-market."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.Pentair plc 71SECURITY OWNERSHIP73 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 5, 2021,8, 2024, by each director and nominee to become a director, by each executive officer listed in the Summary Compensation Table, and by all current directors and executive officers as a group. Based on filings with the SEC, the following table also contains information concerning each person we know who beneficially owned more than 5% of our ordinary shares as of December 31, 2020.Name of
Beneficial OwnerRight to
Acquire within
60 daysTotal Mona Abutaleb 12,293 — — — 12,293 Melissa Barra 3,434 — — — 3,434 Adrian C. Chiu 8,312 5,724 37,033 419 51,488 Tracey C. Doi — — — — — Robert P. Fishman 47,552 — 59,863 — 107,415 T. Michael Glenn 31,895 1,941 15,810 — 49,646 Theodore L. Harris 13,057 — — — 13,057 Tanya L. Hooper 928 — 4,200 — 5,128 David A. Jones 25,016 55,787 15,810 — 96,613 Gregory E. Knight 6,198 — — — 6,198 Jerome O. Pedretti 38,538 2,597 59,130 — 100,265 Michael T. Speetzen 13,022 — — — 13,022 John L. Stauch 326,603 389,887 619,249 931 1,336,670 Billie I. Williamson 19,626 — — — 19,626 Directors and executive officers as a group (18) 650,485 483,490 1,010,102 1,611 2,145,688 1.28 % 19,916,751 — — — 19,916,751 12.00 % 16,648,354 — — — 16,648,354 10.03 % 9,209,527 — — — 9,209,527 5.55 % 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 6,109 — — — 6,109 Mark C. Borin — 8,397 — 693 9,090 Glynis A. Bryan 24,859 5,368 22,017 — 52,244 Mario D'Ovidio — — — — — Robert P. Fishman — — — — — Karl R. Frykman 87,773 — 154,876 2,087 244,736 T. Michael Glenn 25,746 1,861 28,324 — 55,931 Theodore L. Harris 6,877 — — — 6,877 John H. Jacko 13,463 — 43,203 — 56,666 David A. Jones 18,354 53,474 22,017 — 93,845 Gregory E. Knight — — — — — Karla C. Robertson 10,260 — 36,870 — 47,130 Michael T. Speetzen 6,877 — — — 6,877 John L. Stauch 264,388 82,333 496,525 892 844,138 Billie I. Williamson 13,477 — — — 13,477 Directors and executive officers as a group (18) 507,582 155,211 926,134 4,139 1,593,066 The Vanguard Group(5) 17,249,928 — — — 17,249,928 10.4 % BlackRock, Inc.(6) 13,390,391 — — — 13,390,391 8.1 % State Street Corporation(7) 9,313,645 — — — 9,313,645 5.6 % company'scompany’s Non-Qualified Deferred Compensation Plan and over which the executive officers have no voting or investment power.6, 2020,8, 2024, Fidelity Management Trust Company ("Fidelity"(“Fidelity”), the Trustee of the RSIP, held 766,789599,473 ordinary shares (0.5%(0.4%). Fidelity disclaims beneficial ownership of all shares. The RSIP participants have the right to direct the Trustee to vote their shares, although participants have no investment power over such shares. The Trustee does not vote the shares for which it has received no direction from participants.10, 2021.13, 2024. The address of The Vanguard Group is 100 Vanguard Boulevard, Malvern, PA 19355. As of December 31, 2020,2023, The Vanguard Group had shared voting power for 271,152206,753 ordinary shares, sole dispositive power for 16,522,13119,218,978 ordinary shares and shared dispositive power for 727,797697,773 ordinary shares.77 Ownership of Pentair Stock 2021. The address of BlackRock, Inc. is 55 East 52nd Street, New York, NY 10055. As of December 31, 2020, BlackRock, Inc. had sole voting power for 11,717,724 ordinary shares and sole dispositive power for 13,390,391 ordinary shares.(7)Information derived from a Schedule 13G filed with the SEC on February 16, 2021.2024. The address of State Street Corporation is State Street Financial Center, One Lincoln1 Congress Street, Suite 1, Boston, MA 02111.02114. As of December 31, 2020,2023, State Street Corporation had shared voting power for 8,289,9906,091,085 ordinary shares and shared dispositive power for 9,311,4689,196,811 ordinary shares.reviewedreceived copies of reports furnished to us, or written representations that no reports were required. Based solely on these reports, we believe that during 20202023 our executive officers and directors complied with all such filing requirements.72 2021 Proxy Statementshares from an existing spousal trust to a new spousal trust.QUESTIONS AND ANSWERS ABOUT THE ANNUAL GENERAL MEETING AND VOTING78 Questions and Answers about the Annual General Meeting and Voting of Shareholders to be held on May 4, 2021.7, 2024. We either (i) mailed you a Notice of Internet Availability of Proxy Materials on or before March 19, 202122, 2024 notifying each shareholder entitled to vote at the Annual General Meeting how to vote and how to electronically access a copy of this Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 20202023 or (ii) mailed you a printed copy of such proxy materials and a proxy card in paper format. You received these proxy materials because you were a shareholder of record as of the close of business on March 5, 2021.20202023 and our Irish Statutory Financial Statements and directors'directors’ and auditors'auditors’ reports are available online at www.proxyvote.com."proxy"“proxy”) to vote on your behalf. By voting your proxy, you are giving the persons named on the proxy card the authority to vote your shares in the manner you indicate on your proxy card. You may vote your proxy by telephone or over the Internet as directed in the Notice of Internet Availability of Proxy Materials or, if you have requested or received a proxy card, by signing and dating the proxy card and submitting it by mail."shareholder“shareholder of record."” If your shares are held in a stock brokerage account or by a bank or other custodian or nominee, you are considered the beneficial owner of shares held in "street“street name."” As a beneficial owner, you have the right to direct your broker, bank or other custodian or nominee on how to vote your shares.5, 20218, 2024 (Eastern Standard Time) as the record date for the Annual General Meeting. At the close of business on the record date, we had 166,172,103166,016,097 ordinary shares issued and outstanding and entitled to vote. All shareholders of record at the close of business on the record date are entitled to vote on the matters set forth in this Proxy Statement and any other matter properly presented at the Annual General Meeting. Beneficial owners whose banks, brokers or other custodians or nominees are shareholders registered in our share register with respect to the beneficial owners'owners’ shares at the close of business on the record date are entitled to vote on the matters set forth in this Proxy Statement and any other matter properly presented at the Annual General Meeting. Each ordinary share is entitled to one vote on each matter properly brought before the Annual General Meeting.►►►plc'splc’s registered address in Ireland electronically. For more information, follow the instructions in the Notice of Internet Availability of Proxy Materials or on the proxy card.►79 Questions and Answers about the Annual General Meeting and Voting Pentair plc 73QUESTIONS AND ANSWERS ABOUT THE ANNUAL GENERAL MEETING AND VOTING►►10:4:59 p.m. local timea.m. (British Summer Time) on May 6, 2024 (11:59 p.m. Eastern Daylight Time)Time on May 2, 2021.5, 2024). If you are a shareholder of record and submit a proxy card, the proxy card must be received at the address stated on the proxy card by 10:4:59 p.m. local timea.m. (British Summer Time) on May 6, 2024 (11:59 p.m. Eastern Daylight Time)Time on May 2, 2021.5, 2024). If you are a beneficial owner, please follow the voting instructions provided by your bank, broker or other custodian or nominee.5, 20218, 2024 (see above for further information if you also intend to vote at the Annual General Meeting). Registration will begin at 7:6:30 a.m. (local time)(British Summer Time) and the Annual General Meeting will begin at 8:7:00 a.m. (local time)(British Summer Time) on May 4, 2021.2:7:00 p.m.a.m. (Irish time),Standard Time) on May 7, 2024, and the requirements for admission to the Annual General Meeting, as set out above, apply.shareholders'shareholders’ meeting require the presence, in person or by proxy, of a majority of all shares entitled to vote. Abstentions and broker non-votes will be regarded as present for purposes of establishing the quorum.►(which is 10:59 p.m. local time or 11:59 p.m. Eastern Daylight Time on May 2, 2021)(described above);►(which is 10:59 p.m. local time or 11:59 p.m. Eastern Daylight Time on May 2, 2021)(described above); or►80 Questions and Answers about the Annual General Meeting and Voting "routine"“routine” matters, they do not have discretionary power to vote your shares on "non-routine"“non-routine” matters pursuant to NYSE rules. If you do not provide voting instructions for proposals considered "non-routine,"“non- routine,” a "broker non-vote"“broker non-vote” occurs. The chart below summarizes which proposals we believe are routine and non-routine under the NYSE rules and therefore whether brokers have discretion to vote. Ordinary shares owned by shareholders electing to abstain from voting on any of the proposals will have no effect on any of the proposals.74 2021 Proxy StatementQUESTIONS AND ANSWERS ABOUT THE ANNUAL GENERAL MEETING AND VOTINGProposal Voting Options Broker Discretion 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 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'sAuditor’s RemunerationFor, against, or abstain Majority of votes cast Brokers have discretion to vote No effect Approve the Pentair plc Employee Stock Purchase and Bonus Plan, as amended and restatedFor, against, or abstainMajority of votes castNo broker discretion to voteNo 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 81 Questions and Answers about the Annual General Meeting and Voting $10,000,$11,000, plus out-of-pocket expenses. We have requested that banks, brokers and other custodians and nominees who hold ordinary shares on behalf of beneficial owners forward soliciting materials to those beneficial owners. Upon request, we will reimburse banks, brokers and other custodians and nominees for reasonable expenses incurred by them in forwarding these soliciting materials to beneficial owners of our ordinary shares.Pentair plc 75QUESTIONS AND ANSWERS ABOUT THE ANNUAL GENERAL MEETING AND VOTING"notice“notice and access"access” system adopted by the SEC relating to the delivery of our proxy materials over the Internet. As a result, we mailed to our shareholders of record a notice about the Internet availability of the proxy materials instead of a paper copy of the proxy materials. Shareholders who received the notice will have the ability to access the proxy materials over the Internet and to request a paper copy of the proxy materials by mail,
e-mail or telephone. Instructions on how to access the proxy materials over the Internet or to request a paper copy may be found on the notice. In addition, the notice contains instructions on how shareholders may request proxy materials in printed form by mail or electronically by e-mail on an ongoing basis. The Notice of Internet Availability of Proxy Materials also serves as a Notice of Meeting."notice“notice and access"access” rules and how do they affect the delivery of the proxy materials?SEC'sSEC’s notice and access rules allow us to deliver proxy materials to our shareholders by posting the materials on an Internet website, notifying"street“street name,"” you will receive your voting information from your bank, broker or other custodian or nominee, and you will vote as indicated in the materials you receive from your bank, broker or other custodian or nominee. You should vote your proxy for each separate account you have.76 2021 Proxy StatementSHAREHOLDER PROPOSALS AND NOMINATIONS FOR THE 2022 ANNUAL GENERAL MEETING OF SHAREHOLDERS82 Shareholder Proposals and Nominations for the 2025 Annual General Meeting of Shareholders 20222025 Annual General Meeting pursuant to SEC Rule 14a-8 is November 19, 2021.22, 2024. Any such proposal must meet the requirements set forth in the rules and regulations of the SEC, including Rule 14a-8, for such proposals to be eligible for inclusion in our Proxy Statement and form of proxy for our 20222025 Annual General Meeting.year'syear’s Annual General Meeting. Accordingly, we must receive notice of a shareholder'sshareholder’s nomination for the 20222025 Annual General Meeting pursuant to the proxy access provisions of our Articles of Association no earlier than October 20, 202123, 2024 and no later than November 19, 2021.22, 2024. If the notice is received outside of that time frame, then the notice will be considered untimely and we are not required to include the nominees in our proxy materials for the 20222025 Annual General Meeting.20222025 Annual General Meeting must comply with the requirements set forth in our Articles of Association.Association. Among other requirements in our Articles of Association, to present business or nominate a director at an Annual General Meeting, a shareholder must give written notice that complies with the Articles of Association to our Corporate Secretary no earlier than 70 days and no later than 45 days prior to the first anniversary of the date our Proxy Statement was released to shareholders in connection with the prior year'syear’s Annual General Meeting. Accordingly, we must receive notice of a shareholder'sshareholder’s intent to present business, other than pursuant to SEC Rule 14a-8, or to nominate a director, other than pursuant to the proxy access provisions of our Articles of Association, no earlier than January 8, 20226, 2025 and no later than February 2, 2022.10, 2025. If the notice is received outside of that time frame, then the notice will be considered untimely and we are not required to present such proposal or nomination at the 20222025 Annual General Meeting. If the Board chooses to present a matter of business submitted under our Articles of Association at the 20222025 Annual General Meeting, then the persons named in the proxies solicited by the Board for the 20222025 Annual General Meeting may exercise discretionary voting power with respect to such proposal.principal executive offices: Pentair plc, Regal House, 70 London Road, Twickenham, London, TW1 3QS, United Kingdom,10 Earlsfort Terrace, Dublin 2, D02 T380, Ireland, Attention: Corporate Secretary.Pentair plc 77IRISH DISCLOSURE OF SHAREHOLDER INTERESTS83 Irish Disclosure of Shareholder Interests Irish Companies Act, 2014, our shareholders must notify us if, as a result of a transaction, the shareholder will become interested in 3% or more of our shares, or if as a result of a transaction, a shareholder who was interested in more than 3% of our shares ceases to be so interested. Where a shareholder is interested in more than 3% of our shares, the shareholder must notify us of any alteration of his or her interest that brings his or her total holding through the nearest whole percentage number, whether an increase or a reduction. The relevant percentage figure is calculated by reference to the aggregate nominal value of the shares in which the shareholder is interested as a proportion of the entire nominal value of our issued share capital (or any suchshareholder'sshareholder’s interest does not amount to a whole percentage this figure may be rounded down to the next whole number. We must be notified within five business days of the transaction or alteration of the shareholder'sshareholder’s interests that gave rise to the notification requirement. If a shareholder fails to comply with these notification requirements, the shareholder'sshareholder’s rights in respect of any of our ordinary shares it holds will not be enforceable, either directly or indirectly. However, such person may apply to the court to have the rights attaching to such shares reinstated.2020 ANNUAL REPORT ON FORM 10-K84 2023 Annual Report on Form 10-K 20202023 Annual Report on Form 10-K (without exhibits) filed with the SEC should write to us at our principal executive offices at Pentair plc, Regal House, 70 London Road, Twickenham, London, TW1 3QS,United Kingdom, Attention: Corporate Secretary.REDUCE DUPLICATE MAILINGS85 Reduce Duplicate Mailings or oral request, we will promptly deliver a separate copy of these documents to a shareholder at a shared address. If you wish to receive separate copies of these documents, please notify us by writing or callingat Pentair plc, Regal House, 70 London Road, Twickenham, London, TW1 3QS, United Kingdom,Telephone: +44-74-9421-6154.or callingat Pentair plc, Regal House, 70 London Road, Twickenham, London, TW1 3QS, United Kingdom, Attention: Corporate Secretary, Telephone: +44-74-9421-6154Secretary.78 2021 Proxy StatementAPPENDIX A86 RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURESAppendix A
RECONCILIATION OF THE GAAP YEARS ENDED DECEMBER 31, 2023, 2022, 2021, and 2020 2019, 2018, and 2017 TO THE NON-GAAP EXCLUDING THE EFFECT OF 2020, 2019, 2018,2023, 2022, 2021, and 20172020 ADJUSTMENTS (UNAUDITED)In millions, except per-share data 2023 2022 2021 2020 Net sales $ 4,104.5 $ 4,121.8 $ 3,764.8 $ 3,017.8 Operating income 739.2 595.3 636.9 461.4 Return on sales 18.0 % 14.4 % 16.9 % 15.3 % Adjustments: Restructuring and other 3.4 32.4 7.5 15.4 Transformation costs 44.3 27.2 11.7 — Intangible amortization 55.3 52.5 26.3 28.4 Legal accrual adjustments and settlements 2.2 0.2 (7.6) — Asset impairment and write-offs 7.9 25.6 — — Inventory step-up — 5.8 2.3 — Deal-related costs and expenses — 22.2 7.9 0.6 Russia business exit impact — 4.7 — — COVID-19 related costs and expenses — — 0.6 10.4 Equity income of unconsolidated subsidiaries 2.8 1.8 0.3 1.4 Segment income 855.1 767.7 685.9 517.6 Adjusted return on sales 20.8 % 18.6 % 18.2 % 17.2 % Net income from continuing operations—as reported 622.9 483.2 556.0 357.1 (Gain) loss on sale of businesses — (0.2) (1.4) 0.1 Pension and other post-retirement mark-to-market loss (gain) 6.1 (17.5) (2.4) 6.7 Amortization of bridge financing fees — 9.0 — — Other income (5.1) — (0.3) (2.2) Adjustments to operating income 113.1 170.6 48.7 54.8 (112.8) (35.9) (30.2) 2.7 Net income from continuing operations—as adjusted $ 624.2 $ 609.2 $ 570.4 $ 419.2 Continuing earnings per ordinary share—diluted Diluted earnings per ordinary share—as reported $ 3.75 $ 2.92 $ 3.32 $ 2.13 Adjustments — 0.76 0.08 0.37 Diluted earnings per ordinary share—as adjusted $ 3.75 $ 3.68 $ 3.40 $ 2.50 A-1 2020 2019 2018 2017 $3,017.8 $2,957.2 $2,965.1 $2,845.7 461.4 432.5 436.7 378.3 15.3 % 14.6 % 14.7 % 13.3 % 15.4 21.0 31.8 28.2 28.4 31.7 34.9 36.4 — 21.2 12.0 15.6 — 2.2 — — 0.6 4.2 2.0 — — — 11.0 36.7 10.4 — — — 1.4 3.5 8.4 1.3 517.6 516.3 536.8 496.5 17.2 % 17.5 % 18.1 % 17.5 % 357.1 361.7 321.7 114.1 0.1 (2.2 ) 7.3 4.2 6.7 (3.4 ) 3.6 8.5 — — 17.1 101.4 — — 8.4 41.7 (2.2 ) — — — 54.8 80.3 91.7 116.9 2.7 (31.4 ) (33.4 ) (30.5 ) $419.2 $405.0 $416.4 $356.3 $2.13 $2.12 $1.81 $0.62 0.37 0.26 0.54 1.32 $2.50 $2.38 $2.35 $1.94 Appendix A
FREE CASH FLOW FOR YEARS ENDED DECEMBER 31, 2020, 2019, 20182023, 2022, 2021, and 20172020In millions 2023 2022 2021 2020 Net cash provided by operating activities of continuing operations $ 620.8 $ 364.3 $ 613.6 $ 574.2 Capital expenditures (76.0) (85.2) (60.2) (62.2) Proceeds from sale of property and equipment 5.6 4.1 3.9 0.1 Free cash flow from continuing operations $ 550.4 $ 283.2 $ 557.3 $ 512.1 2020 2019 2018 2017 $574.2 $345.2 $458.1 $278.6 (62.2 ) (58.5 ) (48.2 ) (39.1 ) 0.1 0.6 0.2 3.7 $512.1 $287.3 $410.1 $243.2 Pentair plc A-1APPENDIX BA-2 PENTAIR PLCEMPLOYEE STOCK PURCHASE AND BONUS PLANAmended and Restated Effective as of January 1, 2021SECTION 1HISTORY AND BACKGROUND In connection with the merger of Pentair, Inc. with and into a wholly-owned subsidiary of Tyco Flow Control International Ltd. (to be renamed Pentair Ltd., and referred to herein as the "Company"), which occurred on September 28, 2012 (the "Merger"), the Company adopted this Employee Stock Purchase and Bonus Plan (the "Plan"), effective September 28, 2012, to provide to employees of the Company and its designated divisions and subsidiaries the opportunity to purchase shares of the Company's common stock after the Merger. The Plan is also considered a successor plan to the following pre-Merger plans: the Pentair, Inc. Employee Stock Purchase and Bonus Plan (effective March 1, 1977). The Plan was amended and restated effective May 1, 2013, to reflect certain administrative changes made to the operation of the Plan. The Plan was further amended and restated effective as of the consummation of the merger of Pentair Ltd. with and into Pentair plc to reflect the assumption of this Plan by Pentair plc and the applicability of the Plan to ordinary shares of Pentair plc, rather than common shares of Pentair Ltd., following such merger. The Plan was further amended and restated effective as of November 17, 2017 to reflect certain administrative changes made to the Plan. The Plan was further amended and restated effective as of January 1, 2019 to suspend the International Stock Purchase and Bonus Plan (which was previously attached to the Plan as Appendix A) and to make certain other administrative changes. The Plan is now amended and restated effective January 1, 2021 to modify the time period for which the contribution limits under the Plan apply and, subject to the approval of the Plan by the Pentair plc shareholders at the 2021 Annual General Meeting of Shareholders, to extend the term of the Plan until the 10th anniversary of such approval. The following sections of the Plan shall apply to the U.S. and Canadian employees of the Company and its participating divisions and subsidiaries. Unless the context clearly requires otherwise, when capitalized the terms listed below shall have the following meanings when used in this Section or other parts of the Plan. (1) "Account" is an account established with the Plan Agent and into which Stock purchased with accumulated Participant contributions, employer matching contributions made on behalf of a Participant, and cash dividends paid with respect to such Stock (as applicable), are held on behalf of each Participant under the Plan. A Participant's rights with respect to his or her Account shall be subject to the terms and conditions established by the Plan Agent from time to time. (2) "Affiliated Company" is (a) any corporation or business located in and organized under the laws of one of the United States which is a member of a controlled group of corporations or businesses (within the meaning of Code section 414(b) or (c)) that includes the Company, but only during the periods such affiliation exists, or (b) any other entity in which the Company may have a significant ownership interest, and which the Plan Administrator determines shall be an Affiliated Company for purposes of the Plan. (3) "Code" is the Internal Revenue Code of 1986, as amended.Pentair plc B-1APPENDIX B (4) "Company" is Pentair plc, an Irish company. (5) "Compensation" is a Participant's base wages or salary (i.e., exclusive of overtime or bonus payments) or the equivalent thereof, including, by way of example, vacation, jury duty or shift differential pay, paid to or on behalf of a Participant for services rendered to the Company or a Participating Employer. (6) "Eligible Employee" is an Employee, except those Employees: (i) who are included in a unit of Employees covered by a collective bargaining agreement between Employee representatives and a Participating Employer, unless and to the extent such agreement provides that such Employees shall be covered by the Plan, or the Participating Employer and the Plan Administrator have otherwise agreed to extend coverage under the Plan to such Employees; (ii) who, as determined by the Plan Administrator in its sole discretion, are not regular or permanent full- or part-time Employees, including, without limitation interns or other temporary Employees; (iii) whose Employer is not a Participating Employer; or (iv) who are not treated as Employees by the Company or a Participating Employer for purposes of the Plan even though they may be so treated or considered under applicable law, including Code section 414(n), the Federal Insurance Contribution Act or the Fair Labor Standards Act (e.g., individuals treated as employees of a third party or as self-employed). (7) "Employee" is an individual who is an employee of the Company or an Affiliated Company. (8) "Participant" is an Eligible Employee who has met the age requirement for Plan participation and properly completed and submitted the authorization form necessary for participation. (9) "Participating Employer" is an Affiliated Company that is making, or has agreed to make, contributions under the Plan with respect to some or all of its Eligible Employees, but only during the period such agreement to contribute remains in effect. The Company must approve each Participating Employer, except that any entity that is considered a Participating Employer under the Plan immediately prior to the Restatement Effective Date automatically shall be considered a Participating Employer hereunder on the Restatement Effective Date without further action by the Company or such employer. (10) "Plan" is the Pentair plc Employee Stock Purchase and Bonus Plan as described in this plan document and as it may be amended from time to time. (11) "Plan Administrator" is the Company, and may include an employee or committee of employees of the Company or any subsidiary thereof that has been appointed by the Company to serve as the plan administrator of the Plan. (12) "Plan Agent" is the financial services firm or other entity duly appointed by the Plan Administrator to (i) receive funds contributed by Participants and Participating Employers, (ii) purchase shares of Stock with funds contributed by Participants and Participating Employers, and (iii) maintain Participant Accounts. (13) "Prospectus" is the prospectus, as in effect from time to time, which describes the Plan and which is delivered to eligible Participants with respect to the purchase of Stock under the Plan. (14) "Restatement Effective Date" is November 17, 2017, the date this amended and restated Plan became effective. (15) "Stock" is the ordinary shares of Pentair plc, nominal value $0.01 per share. All Eligible Employees of a Participating Employer may elect to participate in the Plan after the Restatement Effective Date upon the attainment of age eighteen (18). Notwithstanding the foregoing, allB-2 2021 Proxy StatementAPPENDIX BParticipants in the Plan as of the date immediately preceding the Restatement Effective Date automatically shall be considered Participants hereunder on the Restatement Effective Date. 4.1 General. Plan participation is voluntary and Eligible Employees do not automatically become Participants upon meeting the Plan's eligibility requirements, except as set forth in Section 3.1. An Eligible Employee, who has met the Plan's eligibility requirements as described in Section 3, may commence Plan participation after the Restatement Effective Date by delivering an authorization for deductions from such individual's Compensation, in accordance with procedures established by the Plan Administrator. Notwithstanding the foregoing, the deduction authorization in effect for each Participant in the Plan as of the Restatement Effective Date automatically shall be given effect hereunder on and after the Restatement Effective Date. 4.2 Withdrawal from Participation. A Participant may elect to cease participation under the Plan at any time, even though he or she remains an Eligible Employee of the Company or a Participating Employer, by giving written notice of withdrawal in accordance with procedures established by the Plan Administrator. Such an individual may elect to resume participation in the Plan at any time in accordance with procedures established by Plan Administrator, provided he or she is an Eligible Employee at the time participation resumes. 5.1 Participant Contributions. A Participant may authorize his or her employer to make a deduction from each paycheck for purposes of purchasing Stock as a percentage of Compensation, in accordance with Section 4.1. The minimum deduction allowed is 0.01% of Compensation per month; the maximum deduction allowed is 15% of such Participant's Compensation (up to a maximum payroll deduction per consecutive 12 month period of US$9,000 for Participants that are employed in the United States and CA$11,000 for Participants that are employed in Canada, which may be implemented on an annual, per month or per payroll period basis as determined by the Company). A Participant may change the amount of his or her payroll deduction at any time in accordance with procedures established by the Plan Administrator, and such change shall be effective as soon as practicable thereafter. Until such contributions are transferred to the Plan Agent for purposes of purchasing Stock under the Plan at the time or times determined by the Plan Administrator and in accordance with Section 6, the amounts so collected may be commingled with the general assets of the Company and used for general purposes and no interest shall be paid in connection with such amounts. 5.2 Employer Bonus Contribution. At the time or times determined by the Plan Administrator, the Company and Participating Employers shall pay to the Plan Agent on behalf of each Participant employed by such employer an amount equal to twenty-five percent (25%) of the contributions made by such Participant through payroll deductions from Compensation. 5.3 Dividends. Cash dividends paid on Stock held in a Participant's Account shall, as elected by the Participant in accordance with procedures established by the Plan Administrator, be used by the Plan Agent to purchase additional shares of Stock on behalf of such Participant or paid directly to the Participant in cash. 6.1 Participant Accounts. The Plan Agent shall establish for each Participant an Account to hold the Stock purchased on behalf of such Participant. All Stock and other amounts allocated to such Account shall at all times be fully vested and nonforfeitable. 6.2 Purchasing Stock. The Plan Agent shall use all Participant and employer contributions, and including cash dividends (if so elected in accordance with Section 5.3), to purchase Stock on the open market. The Plan Agent shall make all such purchases on a single business day or over a number of business days in the month, as agreed to by the Plan Agent and the Plan Administrator. The Stock so purchased shall be allocated to the Participant's Account on behalf of whom purchases were made based on (i) the actual purchase price for suchPentair plc B-3APPENDIX BStock, in such case where the Plan Agent makes a single purchase of Stock under the Plan in one day or (ii) an average purchase price, as determined by the Plan Administrator and the Plan Agent, in the case where multiple purchases are made on one or more than one day. No interest shall be paid on cash amounts (if any) held by the Plan Agent regardless of whether such cash is being held in anticipation of the date on which Stock purchases shall be made or held pending a refund to a terminating Participant. 7.1 General. A Participant may elect to discontinue Plan participation even though he or she remains an Eligible Employee of the Company or a Participating Employer. In addition, a Participant may cease Plan participation by reason of becoming an Employee of an Affiliated Company that is not a Participating Employer, by joining a group of Employees who are not Eligible Employees, or by qualifying for benefits under a long-term disability plan maintained by the Company or a Participating Employer. At such time as a Participant shall cease employment with the Company and all Affiliated Companies, Plan participation shall cease. In accordance with procedures established by the Plan Administrator, any contributions made by a Participant prior to discontinuing participation in the Plan shall be used to purchase Stock in accordance with Section 6 hereunder. 7.2 Discontinuing Participation. An individual may, in accordance with procedures established by the Plan Administrator, elect to cease making contributions under the Plan, even though he or she remains an Eligible Employee of the Company or a Participating Employer. In addition, a Participant who ceases earning Compensation (as determined by the Plan Administrator), for example, a Participant who commences an unpaid leave of absence or other type of leave under which he or she no longer earns compensation that has been determined by the Plan Administrator to be Compensation for purposes under the Plan, shall automatically cease making contributions under the Plan. 7.3 Ceasing to be an Eligible Employee. Participants who cease to be Eligible Employees but remain Employees of the Company or an Affiliated Company shall automatically cease making contributions under the Plan effective as soon as administratively feasible.SECTION 8DISPOSITION OF ACCOUNTS The Participant shall be eligible to receive a distribution of his or her Account in accordance with procedures established by the Plan Agent. 9.1 Term of Plan. Subject to the approval of the Plan by the shareholders of the Company at the 2021 Annual General Meeting of Shareholders of the Company, this Plan shall terminate on the tenth (10th) anniversary of the date of such meeting, unless the Plan is earlier terminated as provided in Section 10.6. 9.2 Prospectus. Upon completing the eligibility requirements described in Section 3, an Eligible Employee shall receive from the Plan Administrator or its delegate a copy of the Prospectus, which describes the Plan. 9.3 Reporting. The Plan Agent shall provide to each Participant quarterly, or at such other intervals as may be necessary or appropriate, the following information: (a) the total amount contributed to each Participant's Account for such quarter, whether by payroll deduction, or the Participant's employer; (b) the number of shares of Stock purchased on behalf of the Participant with all of such contributions; and (c) the total number of shares of Stock then allocated to the Participant's Account.B-4 2021 Proxy StatementAPPENDIX B 9.4 Voting of Stock in Accounts. Participants will not have any voting, dividend or other rights of a shareholder with respect to shares of Stock subject to this Plan until such shares have been delivered to the Participant's Account. Once the Stock is delivered to the Participant's Account, he or she will be entitled to all notices and correspondence provided to any shareholder of record who is not a Participant, including proxy statements. The Plan Agent shall be responsible for soliciting and receiving proxy instructions from each Participant and shall vote the Stock allocated to each Participant's Account in accordance with the instructions, if any, provided by such Participant. 9.5 Fees and Commissions. Unless otherwise determined by the Plan Administrator, the Company shall pay commissions, service charges or other costs incurred with respect to the purchase of Stock for purposes of the Plan. Unless otherwise determined by the Plan Administrator, when any such Stock in an Account is sold or the Participant ceases to be an Employee of the Company or an Affiliate Company, the Participant is responsible for payment of any commissions, service charges or other costs incurred on account of such sale or ongoing administration of his or her Account. 10.1 Voluntary Participation. Participation in the Plan is entirely voluntary, and by maintaining the Plan the Company is not making a recommendation as to whether any Eligible Employee should invest in Stock. Investment in any stock involves risk, and each Eligible Employee must decide whether to accept the risk of investing in Stock. 10.2 Employee Rights. The right of the Company or an Affiliated Company to discipline or discharge Employees, or to exercise rights related to the tenure of any individual's employment, shall not be affected in any manner by reason of the existence of the Plan or any action taken pursuant to the Plan. 10.3 Construction. The Plan Administrator shall have full power and authority to interpret and construe the Plan, to adopt rules and regulations not inconsistent with the Plan for purposes of administering the Plan with respect to matters not specifically covered in the Plan document and to amend and revoke any rules and regulations so adopted. Except as otherwise provided in the Plan, any interpretation of the Plan and any decision on any matter within the discretion of the Plan Administrator which is made in good faith by the Plan Administrator shall be final and binding. 10.4 Interpretation. Section and subsection headings are for convenience of reference and not part of this Plan, and shall not influence its interpretation. Wherever any words are used in the Plan in the singular, masculine, feminine or neuter form, they shall be construed as though they were also used in the plural, feminine, masculine or non-neuter form, respectively, in all cases where such interpretation is reasonable. 10.5 Plan Amendment. The Company may, by written resolution of its Board of Directors or through action of the Compensation Committee of such Board (or their delegate), at any time and from time to time, amend the Plan in whole or in part. 10.6 Plan Termination. The Company may, by written resolution of its Board of Directors or through action of the Compensation Committee of such Board, terminate the Plan at any time. In the event the Plan terminates, the Participant's Account shall be handled in the same manner as if the Participant had terminated employment with the Company and all Affiliated Companies. 10.7 Choice of Law. To the extent not preempted by applicable federal law, the construction and interpretation of the Plan shall be made in accordance with the laws of the State of Minnesota, but without regard to any choice or conflict of laws provisions thereof. 10.8 Acceptance of Terms. By electing to participate in the Plan, each Participant shall be deemed to have accepted all of the provisions of the Plan, and the terms and conditions set forth by the Plan Agent, and to have agreed to be fully bound thereby. 10.9 Computational Errors. In the event mathematical, accounting, or similar errors are made in maintaining Participant Accounts, the Plan Administrator or the Plan Agent, as the case may be, may make such equitable adjustments as it deems appropriate to correct such errors. 10.10 Communications. The Company, a Participating Employer or the Plan Agent may, unless otherwise prescribed by any applicable state or federal law or regulation, provide the Prospectus and any notices, forms or reports by using either paper or electronic means.Pentair plc B-5APPENDIX BThe undersigned, by authority of the Board of Directors of Pentair plc, does hereby execute the foregoing document for and on behalf of Pentair plc effective as of January 1, 2021.PENTAIR PLCBy/s/ KARLA ROBERTSONKarla RobertsonExecutive Vice President,General Counsel, Secretary andChief Social Responsibility OfficerB-6 2021 Proxy Statement
VOTE BY INTERNET - www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 p.m. Eastern Daylight Time on May 2, 2021. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions. Vote by 11:59 p.m. Eastern Daylight Time on May 2, 2021. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL PENTAIR PLC C/O BROADRIDGE 51 MERCEDES WAY EDGEWOOD, NY 11717 Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717 (which Broadridge will arrange to forward to Pentair plc's registered address). In order to assure that your proxy card is tabulated in time to be voted at the Annual General Meeting, you must return your proxy card at the above address by 11:59 p.m. Eastern Daylight Time on May 2, 2021. All instruments of proxy and proxy cards should be received by 11:59 p.m. Eastern Daylight Time on May 2, 2021. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: D36017-P52346 KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. PENTAIR PLC The Board of Directors recommends you vote FOR the following director nominees: For Against Abstain 1. To re-elect director nominees: ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! 1a. Mona Abutaleb Stephenson The Board of Directors recommends you vote FOR proposals 2, 3, 4, 5, 6 and 7. 1b. Glynis A. Bryan For Against Abstain 2. To approve, by nonbinding, advisory vote, the compensation of the named executive officers. 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. ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! 1c. T. Michael Glenn 3. 1d. Theodore L. Harris 1e. Gregory E. Knight 4. To approve the Pentair plc Employee Stock Purchase and Bonus Plan, as amended and restated. 1f. David A. Jones 5. To authorize the Board of Directors to allot new shares under Irish law. 6. To authorize the Board of Directors to opt-out of statutory preemption rights under Irish law (Special Resolution). 1g. Michael T. Speetzen 1h. John L. Stauch 7. To authorize the price range at which Pentair plc can re-allot shares it holds as treasury shares under Irish law (Special Resolution). 1i. Billie I. Williamson To consider and act on such other business as may properly come before the Annual General Meeting or any adjournment. Any shareholder entitled to attend and vote at the Annual General Meeting of Shareholders may appoint one or more proxies, who need not be a shareholder(s) of the Company. A proxy is required to vote in accordance with any instructions given to him or her. Completion of a form of proxy will not preclude a member from attending and voting at the meeting in person. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign.If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
Important Notice Regarding the Availability of Proxy Materials for the Annual General Meeting to be held on May 4, 2021: The Annual Report, Notice of Annual General Meeting, Proxy Statement, Irish Financial Statements and Related Reports are available at www.proxyvote.com. D36018-P52346 PENTAIR PLC Annual General Meeting of Shareholders May 4, 2021 8:00 a.m. Central Time This proxy is solicited by the Board of Directors. The signatory, revoking any proxy heretofore given in connection with the Meeting (as defined below), hereby appoints David A. Jones, John L. Stauch, Robert P. Fishman, and Karla C. Robertson, or any of them (the ”Proxies”), as proxies, each with the power to appoint his or her substitute, and hereby authorizes them to attend, speak and to vote at the Meeting, as designated on the reverse side of this card, all ordinary shares of Pentair plc that the signatory is entitled to vote at the Annual General Meeting of Shareholders to be held at 8:00 a.m., Central Time, on May 4, 2021, at Pentair, 5500 Wayzata Blvd., Suite 900, Golden Valley, Minnesota 55416 USA and any adjournment or postponement thereof (the “Meeting”). If you wish to appoint as proxy any other person or persons, please contact the Corporate Secretary. If the signatory is a participant in the Pentair, Inc. Retirement Savings and Stock Incentive Plan, the Pentair, Inc. Non-Qualified Deferred Compensation Plan, the nVent Management Company Retirement Savings and Investment Plan, and/or the nVent Management Company Non-Qualified Deferred Compensation Plan (the "Retirement Plans"), the signatory hereby directs Fidelity Management Trust Company as Trustee of the Retirement Plans, to vote at the Meeting, as designated on the reverse side of this card, all of the ordinary shares of Pentair plc allocated to the signatory's account in the Retirement Plans as of March 5, 2021. If the signatory is a participant in the Pentair plc Employee Stock Purchase and Bonus Plan (the ”Purchase Plan”), the signatory, revoking any proxy heretofore given in connection with the Meeting, hereby appoints the Proxies, or any of them, as proxies, each with the power to appoint his or her substitute, and hereby authorizes the Proxies to attend and to vote at the Meeting, as designated on the reverse side of this card, all of the ordinary shares of Pentair plc allocated to the signatory’s account in the Purchase Plan as of March 5, 2021. In the event of other agenda items or proposals during the Meeting on which voting is permissible under Irish law, you instruct the Proxies, in the absence of other specific instructions, to vote the shares in accordance with the Board of Directors’ recommendations. This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors' recommendations; provided, however, if no such direction is made regarding shares held in the Retirement Plans, this proxy will not be voted with respect to such shares. Continued and to be signed on reverse side.
