DEF 14A of PENTAIR plc, Mar 22, 2024

DEF 14A of PENTAIR plc

Filed Mar 22, 2024 · FY20230000077360-24-000013

Open on EDGAR

  1. Annual Election of Directors

    Annual Election of Directors Majority Voting, the vote requirement for director elections, except in the case of a contested election Proxy Access, available to shareholders who meet certain ownership, retention and other requirements set forth in our Articles of Association Share Ownership Guidelines, establish meaningful minimum share ownership levels for directors and executive officers with a transition period for new appointments Company Strategy, reviewed and monitored throughout the year by the Board Board and Committee Self-Assessments, conducted annually Related Person Transactions Policy, designed to avoid conflicts of interest

  2. Annual Election of Directors

    | New in 2023 Clawback Policy, revised to comply with new SEC rule and NYSE listing standards Corporate 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 |

  3. Annual Election of Directors

    | 2024 Proxy Statement | Pentair | 7 |

  4. Annual Election of Directors

    | | Proxy Statement Summary |

  5. Annual Election of Directors

    Fiscal 2023 Executive Compensation The Compensation Committee believes that the most effective executive compensation program aligns executive initiatives with shareholders’ interests. The Compensation Committee seeks to accomplish this objective by rewarding the achievement of specific annual, long-term, and strategic goals that create lasting shareholder value.

  6. Annual Election of Directors

    | Elements of Compensation and Pay Mix |

  7. Annual Election of Directors

    The graphics describe the elements of our executive compensation program and illustrate the approximate targeted mix of fixed, annual, and long-term incentive compensation we provided in 2023 to our Chief Executive Officer and our other executive officers who are named in the Summary Compensation Table (the “Named Executive Officers” or “NEOs”). These graphics also illustrate the approximate amount of target direct compensation considered at risk. This summary of fiscal 2023 compensation should be read in connection with the “Compensation Discussion and Analysis” (see page 31).

  8. Annual Election of Directors

    | Base Salary | Annual Incentives | Long-Term Incentives | | Purpose: To provide fixed compensation competitive in the marketplace Features: uDetermined based on numerous factors such as competitive market conditions, level of responsibility, experience, and individual performance | Purpose: To reward short-term performance against specific financial targets Features: uPaid after end of one-year performance period uBased on achievement against annual enterprise and/or segment financial performance targets uPayout range of 50% of target (at threshold) to 200% of target (at maximum), subject to a +/- 10% ESG modifier | Purpose: To link management incentives to long-term value creation and shareholder return Features: u50% performance share units based on achievement against three-year financial performance targets paid after end of three-year performance period u25% stock options with a 10-year term vesting ratably on first three grant date anniversaries u25% restricted stock units vesting ratably on first three grant date anniversaries |

  9. Annual Election of Directors

    | CEO | | | | | | AVERAGE OF OTHER NEOs | | | | | | | n | Base Salary | n | Management Incentive Plan (Annual Incentive) | n | Long-Term Incentives | n | Base Salary | n | Management Incentive Plan (Annual Incentive) | n | Long-Term Incentives |

  10. Annual Election of Directors

    | 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. |

  11. Annual Election of Directors

    | 8 | Pentair | 2024 Proxy Statement |

  12. Annual Election of Directors

    | | Proxy Statement Summary |

  13. Annual Election of Directors

    Shareholder Engagement

  14. Annual Election of Directors

    | 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. |

  15. Annual Election of Directors

    | 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% |

  16. Annual Election of Directors

    | Communicating with Directors |

  17. Annual Election of Directors

    Interested parties may communicate with the Board, non-employee directors as a group, or any individual director, including the Chairman, by sending 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).

  18. Annual Election of Directors

    | 2024 Proxy Statement | Pentair | 9 |

  19. Annual Election of Directors

    | 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. | | | |

  20. Annual Election of Directors

    | 10 | Pentair | 2024 Proxy Statement |

  21. Annual Election of Directors

    | | Board of Directors |

  22. Annual Election of Directors

    2024 Board Nominees

  23. Annual Election of Directors

    | Director Qualifications, Skills and Expertise |

  24. Annual Election of Directors

    The Governance Committee and the Board recognize that the Board’s contributions and effectiveness depend on the character and abilities of each director individually as well as on their collective strengths. Accordingly, the Governance Committee and the Board evaluate candidates based on several criteria. Directors are chosen with a view to bringing to the Board a diversity of skills, qualifications, experiences, perspectives and backgrounds. In this regard, the Governance Committee and the Board consider diversity of age, gender, race, ethnicity and other characteristics. The Governance Committee and the Board seek to establish a core of strategic and business advisers with financial and management expertise, and also consider candidates with substantial experience outside the business community, such as in the public, academic or scientific communities. In addition, the Governance Committee and the Board consider the tenure of incumbent directors, with the goal of having a mix of shorter-tenured directors who provide fresh perspectives and longer-tenured directors who provide institutional knowledge regarding our company and our business. When considering candidates for election as directors, the Governance Committee and the Board are guided by the following principles, found in our Corporate Governance Principles: uat least a majority of the Board must consist of independent directors; 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; ueach director should be free of any conflict of interest that would violate any applicable law or regulation or interfere with the proper performance of his or her responsibilities as a director; ueach director should possess substantial and significant experience that could be important to us in the performance of his or her duties; ueach director should have sufficient time available to devote to our affairs; and ueach director should have the capacity and desire to represent the balanced, best interests of the shareholders as a whole and not primarily the interests of a special interest group or constituency and be committed to enhancing long-term shareholder value. The Governance Committee in the first instance is charged with observing these policies and strives in reviewing each candidate to assess the fit of his or her qualifications with the needs of the Board and our company at that time, given the then-current mix of directors’ attributes. Board composition, effectiveness and processes are all subject areas of our annual Board self-assessment, which is described in more detail below under “Board and Committee Self-Assessments.”

  25. Annual Election of Directors

    | 2024 Proxy Statement | Pentair | 11 |

  26. Annual Election of Directors

    | | Board of Directors |

  27. Annual Election of Directors

    | Nominee Biographies |

  28. Annual Election of Directors

    | 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. |

  29. Annual Election of Directors

    | 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. |

  30. Annual Election of Directors

    * Hispanic / Latinx and White

  31. Annual Election of Directors

    | 12 | Pentair | 2024 Proxy Statement |

  32. Annual Election of Directors

    | | Board of Directors |

  33. Annual Election 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. |

  34. Annual Election of Directors

    | 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. |

  35. Annual Election of Directors

    | 2024 Proxy Statement | Pentair | 13 |

  36. Annual Election of Directors

    | | Board of Directors |

  37. Annual Election 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. |

  38. Annual Election of Directors

    | 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. |

  39. Annual Election of Directors

    | 14 | Pentair | 2024 Proxy Statement |

  40. Annual Election of Directors

    | | Board of Directors |

  41. Annual Election 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. |

  42. Annual Election of Directors

    | 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. |

  43. Annual Election of Directors

    | 2024 Proxy Statement | Pentair | 15 |

  44. Annual Election of Directors

    | | Board of Directors |

  45. Annual Election 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. |

  46. Annual Election of Directors

    | 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. |

  47. Annual Election of Directors

    | 16 | Pentair | 2024 Proxy Statement |

  48. Annual Election of Directors

    | | Board of Directors |

  49. Annual Election of Directors

    | Director Independence |

  50. Annual Election of Directors

    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, Barra, Doi, 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. Mr. 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 2021, 2022, and 2023, were (a) less than the greater of $1 million or 2% of that organization’s consolidated gross revenues during each of 2021, 2022, and 2023; and (b) not of an amount or nature that impeded the director’s exercise of independent judgment.

  51. Annual Election of Directors

    | 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. |

  52. Annual Election of Directors

    | Shareholder Recommendations, Nominations and Proxy Access |

  53. Annual Election of Directors

    Our Corporate Governance Principles provide that the Governance Committee will consider persons properly recommended by shareholders to become nominees for election as directors in accordance with the criteria described above under “Director Qualifications, Skills and Expertise.” Recommendations for consideration by the Governance Committee, together with appropriate biographical information concerning each proposed nominee, should be sent in writing to c/o Corporate Secretary, Pentair plc, Regal House, 70 London Road, Twickenham, London, TW1 3QS, United Kingdom. Our Articles of Association set forth procedures to be followed by shareholders who wish to nominate candidates for election as directors in connection with an Annual General Meeting. All such nominations must be accompanied by certain background and other information specified in the Articles of Association and submitted within the timing requirements set forth in the Articles of Association. See “Shareholder Proposals and Nominations for the 2025 Annual General Meeting of Shareholders” below for more information. In addition, eligible shareholders may under certain circumstances be able to nominate and include in our proxy materials a specified number of candidates for election as directors under the proxy access provisions in our Articles of Association. All such nominations must be accompanied by certain background and other information specified in our Articles of Association and submitted within the timing requirements set forth in our Articles of Association. See “Shareholder Proposals and Nominations for the 2025 Annual General Meeting of Shareholders” below for more information.

  54. Annual Election of Directors

    | 2024 Proxy Statement | Pentair | 17 |

  55. Annual Election of Directors

    | | ESG Overview |

  56. Annual Election of Directors

    As a leading provider of water treatment and sustainable water solutions and with a foundation of Win Right values, we recognize that the work we do and the products and services we provide improve lives and the environment around the world. Pentair strives to be a positive influence on the social and environmental issues of today. As we progress, we are committed to building on our Win Right values and culture by contributing to the development of a sustainable and responsible society that we believe will also drive our future growth. We are focused on further integrating our environmental, social, and governance (“ESG”) goals throughout our business by fostering broad accountability for our social responsibility strategy and creating shared commitments and targets. Pentair has set social responsibility strategic targets reflecting ESG topics of importance to our shareholders, customers, suppliers, employees, and communities.

  57. Annual Election of Directors

    | | 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. | |

  58. Annual Election of Directors

    | 18 | Pentair | 2024 Proxy Statement |

  59. Annual Election of Directors

    | | Corporate Governance |

  60. Annual Election of Directors

    Board Structure and Processes 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: uselection and composition of the Board; uBoard leadership; uBoard performance; uresponsibilities of the Board; uthe Board’s relationship to senior management; umeeting procedures; uBoard committee matters; and usuccession planning and leadership development. The Board regularly reviews and, if appropriate, revises the Corporate Governance Principles and other governance documents, 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. Copies of these documents are available, free of charge, on our website at https://www.pentair.com/en-us/about-pentair/corporate-governance.html.

  61. Annual Election of Directors

    | Board Leadership Structure |

  62. Annual Election of Directors

    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. 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. 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.

  63. Annual Election of Directors

    | | The Chairman’s principal responsibilities include: uleading meetings of the Board; upresiding over all executive sessions of the Board; uin conjunction with the Chair of the Compensation Committee, reporting to the Chief Executive Officer on the Board’s annual review of his performance; uapproving the agenda for Board meetings, including scheduling to assure sufficient time for discussion of all agenda items; uin conjunction with the Committee Chairs, ensuring an appropriate flow of information to the Board; uholding one-on-one discussions with individual directors when requested by directors or the Board; and ucarrying out other duties as requested by the Board. | | David A. Jones Chairman of the Board | |

  64. Annual Election of Directors

    | 2024 Proxy Statement | Pentair | 19 |

  65. Annual Election of Directors

    | | Corporate Governance |

  66. Annual Election of Directors

    Committees of the Board The 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 reflects the number of meetings of the Board and each committee held during fiscal year 2023. The information below regarding committee membership lists the current members.

  67. Annual Election of Directors

    | 6 | Meetings of the Board of Directors | 8 | Meetings of the Audit and Finance Committee | 4 | Meetings of the Compensation Committee | 4 | Meetings of the Governance Committee |

  68. Annual Election of Directors

    | Audit and Finance Committee | | | Role: | uResponsible for, among other things, 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. uMeets periodically with management to review and oversee risk exposures related to information security, cyber security and data protection, and the steps management has taken to monitor and control such exposures. uReviews and discusses disclosure of non-GAAP measures. uDirectly responsible for the appointment, compensation, evaluation, terms of engagement (including retention and termination), and oversight of the independent registered public accounting firm. uDiscusses with the independent auditor any critical audit matters. uHolds 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: | 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. |

  69. Annual Election of Directors

    | 20 | Pentair | 2024 Proxy Statement |

  70. Annual Election of Directors

    | | Corporate Governance |

  71. Annual Election of Directors

    | Compensation Committee | | | Role: | uApproves, 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”). uSets the Chief Executive Officer’s compensation in conjunction with the Board’s annual evaluation of his performance. uHas engaged Aon Consulting, 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 Committee also considers other sources to evaluate external market, industry and peer-company practices. Information regarding the independence of Aon Consulting is included under the “Compensation Discussion and Analysis — Compensation Consultant” section of this Proxy Statement. A more complete description of the Committee’s practices can be found under the “Compensation Discussion and Analysis” section of this Proxy Statement 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 the “Compensation Committee Report” section of this Proxy Statement. |

  72. Annual Election of Directors

    | Governance Committee | | | Role: | uResponsible for, among other things, identifying individuals suited to become directors and recommending nominees to the Board for election at Annual General Meetings. uMonitors developments in director compensation and, as appropriate, recommends changes in director compensation to the Board. uResponsible for reviewing annually and recommending to the Board changes to our Corporate Governance Principles and administering the annual Board and Board committee self-assessments. uOversees public policy matters and compliance with our Code of Business Conduct and Ethics and other policies. uOversees 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. |

  73. Annual Election of Directors

    | 2024 Proxy Statement | Pentair | 21 |

  74. Annual Election of Directors

    | | Corporate Governance |

  75. Annual Election of Directors

    Attendance at Meetings 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 current directors attended at least 80% of all of the meetings of the Board and meetings of the committees on which they served in 2023. In each regularly scheduled Board meeting, the independent directors also met in executive session, without the Chief Executive Officer or other members of management present. Eight of the current directors who were then-serving attended the 2023 Annual General Meeting in person. Board and Committee Self-Assessments The Board annually conducts a self-assessment of the Board and each committee in addition to verbal assessments conducted at the end of Board and committee meetings. In 2023, the annual assessment process consisted of individual meetings between the Chairman and each director to 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 committees’ evaluation results were shared with the committee Chairs who each led a discussion of the assessment at the following regular committee or Board meeting. 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, new directors are provided with a comprehensive orientation 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 and functional 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.

  76. Annual Election of Directors

    | 22 | Pentair | 2024 Proxy Statement |

  77. Annual Election of Directors

    | | Corporate Governance |

  78. Annual Election of Directors

    The Board’s Role and Responsibilities

  79. Annual Election of Directors

    | Oversight of Risks |

  80. Annual Election of Directors

    The Board is responsible for general oversight of our risk management. The Board focuses on the most significant and material risks facing us and helps to ensure that management develops and implements controls and appropriate risk mitigation strategies. 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 as a whole, and not a separate committee, oversees our enterprise risk management 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. Each of our Board committees has historically focused and continues to focus on specific risks within its respective area of responsibility 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 management’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. We believe that our leadership structure supports the Board’s risk oversight function: There is open communication between management and the Board, and all directors are involved in the risk oversight function. The general risk oversight functions among the Board and its Committee is as follows. For more detail on the specific oversight and responsibilities of each Committee, see pages 20-21.

  81. Annual Election of Directors

    | Board of Directors uGeneral oversight of risk management uOversight of enterprise risk management process uAssessment of management's processes, procedures and practices | | | | | | | | | | | | Audit and Finance Committee uAccounting and financial controls uFinancial statement integrity uFinancial risk exposures uTax policy and compliance uInformation security, cyber security and data protection uOther financial-related compliance matters | | Compensation Committee uRisks related to compensation programs uRisks related to compensation policies | | Governance Committee uRisks related to corporate governance structure and processes (including director qualifications and independence) uCode of Business Conduct and Ethics uOther corporate-related compliance matters uBusiness sustainability risks, including ESG | | | | | | | | Management uAssessment and oversight of potential risks uDevelopment and implementation of controls and risk mitigation strategies uAdministration of enterprise-wide risk management system | | | | | | | | | | | | Representative Risks Covered | | | | | | uStrategic uOperational | uFinancial uCybersecurity | | uInformation technology uLegal and regulatory compliance | |

  82. Annual Election of Directors

    | 2024 Proxy Statement | Pentair | 23 |

  83. Annual Election of Directors

    | | Corporate Governance |

  84. Annual Election of Directors

    | Oversight of Strategy |

  85. Annual Election of Directors

    At least once per year, the Board and senior management engage in an in-depth strategic review of our company’s outlook and strategy, which is designed to create long-term shareholder value and serves as the foundation upon which goals are established. Throughout the year, the Board reviews our strategy and monitors management’s progress against such goals.

  86. Annual Election of Directors

    | | | | | 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 |

  87. Annual Election of Directors

    | Oversight of Succession Planning |

  88. Annual Election of Directors

    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. Other Governance Policies and Practices

  89. Annual Election of Directors

    | Code of Business Conduct and Ethics |

  90. Annual Election of Directors

    The Board has adopted a Code of Business Conduct and Ethics (“Code of Conduct”) that applies to all of our employees, contractors, directors and executive officers, including our Chief Executive Officer and senior financial officers. Pentair’s Code of Conduct requires employees to act with the highest levels of ethics and integrity and to treat others in a fair and equitable manner. A copy of our Code of Conduct is available, free of charge, on our website at https://www.pentair.com/en-us/about-pentair/corporate-governance.html.

  91. Annual Election of Directors

    | Policies and Procedures Regarding Related Person Transactions |

  92. Annual Election of Directors

    Our Board has adopted written policies and procedures regarding related person transactions. For purposes of these policies and procedures: ua “related person” means any of our directors, executive officers, or 5% shareholders or any of their immediate family members; and ua “related person transaction” generally is a transaction with us in which a related person has a direct or indirect material interest and the amount will or may reasonably be expected to exceed $120,000 in any fiscal year.

  93. Annual Election of Directors

    | 24 | Pentair | 2024 Proxy Statement |

  94. Annual Election of Directors

    | | Corporate Governance |

  95. Annual Election of Directors

    Potential related person transactions must be disclosed and brought to the attention of the Governance Committee directly or to the General Counsel for transmission to the Governance Committee. The Governance Committee will review all related person transactions and either approve or disapprove of the entry into the related person transaction, which will occur in advance of entry into the related person transaction whenever reasonably possible. In determining whether to approve a related person transaction, the Governance Committee will consider the following factors, among others, to the extent deemed relevant by the Governance Committee: uthe nature and extent of the related person’s interest in the transaction; uwhether the terms of the related person transaction are fair to us and on terms at least as favorable as would apply if the other party had no affiliation with any of our directors, executive officers or 5% shareholders; uwhether there are demonstrable business reasons for us to enter into the related person transaction; uwhether the related person transaction could impair the independence of a director under our Corporate Governance Principles’ standards for director independence; uwhether the related person transaction would present an improper conflict of interest for any of our directors or executive officers, taking into account the size of the transaction and the overall financial position of the director or executive officer; and uthe direct or indirect nature of the interest of the director or executive officer in the transaction, the ongoing nature of the relationship, and any other factors the Governance Committee deems relevant. The Governance Committee will not approve nor ratify any related person transaction that is inconsistent with our interests or those of our shareholders. We had no related person transactions during 2023. To our knowledge, no related person transactions are currently proposed.

  96. Annual Election of Directors

    | Director Commitments |

  97. Annual Election of Directors

    Our directors are encouraged to limit the number of other boards of directors on which they serve in 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, consisting of the director’s employer’s board and our Board. In 2023, the Board revised the Company’s Corporate Governance Principles to change the Company’s overboarding policy from five public company boards to four public company boards for directors who do not serve as public company executive officers. In each case, the Board may approve an exception to the overboarding policy. Director Compensation 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. We use a combination of cash and equity-based incentive compensation to attract and retain qualified directors. Compensation of our directors reflects our belief that a significant portion of directors’ compensation should be tied to long-term growth in shareholder value. 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. Mr. Stauch, our only employee-director, is not, and will not be, separately compensated for service as a member of the Board.

  98. Annual Election of Directors

    | 2024 Proxy Statement | Pentair | 25 |

  99. Annual Election of Directors

    | | Corporate Governance |

  100. Annual Election of Directors

    | Director Retainers |

  101. Annual Election of Directors

    The annual retainers for non-employee directors’ service on the Board and Board committees during 2023 were as follows:

  102. Stock Ownership for Non-Employee Directors Serving as of December 31, 2023

    | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | | Name(1) | 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 ($) | | 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 |

  103. Elements of Executive Compensation

    | Element | Description | | Base Salary | uDetermined based on numerous factors such as: ncompetitive conditions for the Named Executive Officer’s position within the Comparator Group and in the broader employment market, nas well as the Named Executive Officer’s level of responsibility, experience, and individual performance | | Annual Incentives | uTied to annual business performance as measured against annual goals established by the Compensation Committee uVaries depending on a wide range of factors, including: ncompetitive conditions for the executive officer’s position within the Comparator Group and in the broader employment market, nas well as the executive officer’s performance, level of responsibility, and experience | | Long-Term Incentives | For 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. uStock 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. uRestricted 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. uPerformance share units — Each performance share unit represents the right to receive one ordinary share after the end of a three-year performance period if specified performance goals are achieved. |

  104. Evolution of the Executive Compensation Program

    Evolution of the Executive Compensation Program 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: u50% of the long-term incentive awards is delivered in the form of performance-based restricted stock units; u100% of our annual incentive metrics are tied to financial business objectives and are subject to an ESG performance modifier; and uOur stock ownership requirements generally meet or exceed market levels.

  105. Evolution of the Executive Compensation Program

    | WHAT WE DO | WHAT WE DON'T DO | | Annual Shareholder Outreach to seek input and feedback on executive compensation Independent Consultant, hired by and reporting to the Compensation Committee and evaluated periodically Comparator Group (“peer group”) evaluated annually, based on industry and revenue of 1/2 to 2x revenue size Significant CEO pay at risk (88%); average of 74% for other Named Executive Officers Stock Ownership Guidelines and Holding Policy at 6.0x base salary for the CEO and 2.0-3.0x for executive officers Clawback Policy for incentive-based compensation Annual Risk-Assessment of our compensation programs and policies | No employment agreements or multi-year compensation commitments with any current executive officers No Single-Trigger Change in Control Equity Vesting in KEESA No Excise Tax Gross-ups for executive officers No individual supplemental executive retirement plans for newly appointed executive officers No hedging or pledging of Pentair equity securities |

  106. Evolution of the Executive Compensation Program

    | JAN | FEB | MAR | APR | MAY | JUN | JULY | AUG | SEPT | OCT | NOV | DEC | | February Meeting uApproved 2022 annual incentives and 2023 targets uCertified payout of 2020-2022 performance share unit awards uApproved performance share unit targets for the 2023-2025 performance period uApproved Compensation Discussion and Analysis uApproved non-officer long-term incentive allocation | | | May Meeting uCompensation Committee education uReviewed results of “say-on-pay” vote | | | September Meeting uReviewed compensation program and possible design changes for the upcoming year uReviewed projected short- and long-term incentive plan results for current year | | | December Meeting uReviewed and approved Comparator Group for upcoming year uApproved executive officer compensation structures, base salary, MIP target, and LTI grant for upcoming year uFinalized performance measures and targets for upcoming performance periods uReviewed preliminary achievement against short- and long-term targets for current performance periods uReviewed projected short and long-term incentive plan targets for upcoming performance periods uReviewed risk assessment of compensation programs | | |

  107. Compensation Consultant

    Compensation Consultant The Compensation Committee engages an external compensation consultant 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 2023, the Compensation Committee continued to retain Aon Consulting, an external compensation consultant, to advise the Compensation Committee on executive compensation issues. See “Corporate Governance — Committees of the Board — Compensation Committee.” The Compensation Committee evaluated 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, 2023, we paid Aon plc approximately $1,498,877 for insurance brokerage and benefit consulting services and Aon Consulting approximately $198,464 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 or the 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 advice to the Compensation Committee regarding executive compensation matters and that Aon Consulting was independent for purposes of 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 below 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.

  108. Compensation Consultant

    | 2024 Proxy Statement | Pentair | 37 |

  109. Compensation Consultant

    | | Compensation Discussion and Analysis |

  110. Compensation Consultant

    | Comparative Framework |

  111. Compensation Consultant

    In setting compensation for our executive officers, including our Named Executive Officers, the Compensation Committee uses competitive compensation data from an annual total compensation study of selected peer companies and other relevant survey sources to inform its decisions about overall compensation opportunities and specific compensation elements. The Compensation Committee uses multiple reference points when establishing targeted compensation levels. The Compensation Committee applies judgment and discretion in establishing targeted pay levels, taking into account not only 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: upublicly-traded on a major exchange; usimilar in business scope and/or operations to our business units and global in nature; and urange from 1∕2 to 2x our revenue size and in the same competitive sectors.

  112. Compensation Consultant

    | 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: | | | | uAcuity Brands, Inc. uA.O. Smith Corporation uCrane Co. uDonaldson Company, Inc. uDover Corporation uEnovis Corporation uFlowserve Corporation | uFortive Corporation uFortune Brands Home & Security uIDEX Corporation uIngersoll Rand Inc. uLennox International Inc. uLincoln Electric Holdings, Inc. uMasco Corporation | uOwens Corning uRockwell Automation, Inc. uSnap-on Incorporated uThe Timkin Company uValmont Industries, Inc. uXylem Inc. |

  113. Compensation Consultant

    | Shareholder Outreach |

  114. Compensation Consultant

    The Compensation Committee believes it is important to maintain an open dialogue with our shareholders to gain input on their perspectives regarding our governance and our executive compensation program and to provide clarifying information enabling them to make informed decisions in our annual advisory shareholder vote (our “say on pay vote”) on the compensation of our executive officers named in our Proxy Statement. As described in the “Shareholder Engagement” section, in 2023, we maintained our shareholder outreach to gain additional insight, better understand shareholder perspectives, and evaluate any concerns regarding our executive compensation program. The support of our shareholders for our executive compensation 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 proposal.

  115. Compensation Consultant

    | 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 2023. We expect to carry forward the following general themes: uCurrent executive compensation programs viewed positively and reflect balanced market practices with alignment to Pentair’s strategic objectives. uOur executive compensation program demonstrates a pay-for-performance linkage and shareholder alignment, and is appropriately incentive-based, balancing annual and long-term performance. uOur annual incentive plan measures of income, revenue, and free cash flow, and long-term incentive plan measures of adjusted EPS and ROIC are aligned with shareholder interests. Also, consistent with feedback from shareholders, beginning with our annual incentive plan for 2022, we incorporated an ESG modifier for executive officers. |

  116. Compensation Consultant

    | 38 | Pentair | 2024 Proxy Statement |

  117. Compensation Consultant

    | | Compensation Discussion and Analysis |

  118. Compensation Consultant

    Elements and Payouts of 2023 NEO Compensation

  119. Compensation Consultant

    | 2023 Compensation Program Elements |

  120. Compensation Consultant

    OUR NEO COMPENSATION HAS FOUR PRINCIPAL COMPONENTS:

  121. Compensation Consultant

    | | BASE SALARY | | ANNUAL INCENTIVE COMPENSATION | | LONG-TERM INCENTIVE COMPENSATION | | ADDITIONAL BENEFITS AND PERQUISITES |

  122. Compensation Consultant

    | | Base Salaries |

  123. How We Set Salary

    How We Set Salary In setting base salaries, the Compensation Committee generally references comparable positions at peer companies based on available market data, which include published survey data and proxy statement data for our Comparator Group. The Compensation Committee considers compensation at comparable companies but does not set base salaries based on a particular peer group benchmark or any single factor. 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 Officer’s position within the Comparator Group and in the broader employment market, as well as the Named Executive Officer’s level of responsibility, experience, and individual performance.

  124. 2023 Base Salary

    | | Annual Incentive Compensation |

  125. How We Set Award Values

    How We Set Award Values The Compensation Committee determines a percentage of each executive officer’s base salary as a targeted level of incentive compensation opportunity under the MIP, based on the Compensation Committee’s review of Aon Consulting’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 Committee generally sets each executive officer’s target incentive compensation opportunity taking into consideration the Comparator Group’s target payouts but does not set target incentive compensation opportunities based on a particular peer group benchmark or any single factor. The actual target incentive compensation opportunity set by the Compensation Committee for each executive officer varies depending on a wide range of factors, including competitive conditions for the executive officer’s position within the Comparator Group and in the broader employment market, as well as the executive officer’s performance, level of responsibility, and experience. An executive officer’s base salary multiplied by the incentive compensation opportunity percentage establishes the target incentive compensation for which the executive officer is eligible.

  126. Changes from 2022

    Changes from 2022 In December 2022, the Compensation Committee undertook its annual review of targeted levels of incentive compensation opportunities and determined to maintain the same levels, when expressed as a percentage of base salary, from the prior year for our Named Executive Officers, other than for Mr. Stauch and Mr. 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 President, Water Solutions. The Compensation Committee approved Ms. Hooper’s target level of incentive compensation in connection with her employment based on factors similar to those used to determine her base salary as described above.

  127. Annual Incentive Award Compensation Targets

    Annual Incentive Award Compensation Targets The Named Executive Officers’ incentive compensation targets as a percentage of salary and as a dollar amount were as follows:

  128. Annual Incentive Award Compensation Targets

    | | Target as % of Salary | Target ($) | | | 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 |

  129. How We Establish Performance Metrics and Measures

    How We Establish Performance Metrics and Measures For the 2023 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. Pedretti and Mr. Chiu: segment income, revenue, and free cash flow, each measured with respect to Company-wide performance. For Mr. Pedretti, the income and revenue performance goals were specific to the Pool segment, for which he had primary responsibility, as well as Company-wide income and free cash flow performance. 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. When establishing the 2023 MIP design, the Compensation Committee once again approved an ESG component addressing progress towards our five social responsibility strategic targets announced in 2021 in the form of a potential modifier to the final MIP financial calculation for executive officers. This modifier may be applied to the MIP payout to increase or decrease such payout by up to 10%. Making progress toward these strategic targets is a baseline expectation. Increasing or decreasing the payout determined by the financial targets will only be for achievement well above or below overall expected progress. Threshold performance of financial targets must be met before any ESG modifier can be applied. In addition, the maximum payout for MIP is 200% of target, regardless of ESG performance.

  130. How We Establish Performance Metrics and Measures

    | 2024 Proxy Statement | Pentair | 41 |

  131. How We Establish Performance Metrics and Measures

    | | Compensation Discussion and Analysis |

  132. 2023 Annual Incentive Performance Measures and Results

    2023 Annual Incentive Performance Measures and Results 2023 performance goals that applied to each of our Named Executive Officers, as well as the weight assigned to each performance goal, the corresponding payout levels, and actual results were as follows:

  133. Company-wide (Stauch, Fishman, Hooper)

    | Financial Performance Measure | Weight | Threshold(1) (50% payout) | Target (100% payout) | Maximum (200% payout) | Payout % | Weighted Payout % | | Segment Income(2) | | | | | 111.76% | 55.88% | | Revenue | | | | | 91.57% | 27.47% | | Free Cash Flow(2) | | | | | 166.67% | 33.33% | | Total | 100% | | | | | 116.69% | | ESG Modifier | +/- 10% modifier | | | | 100% | 100% |

  134. Pool Segment (Pedretti)

    | Financial Performance Measure | Weight | Threshold(1) (50% payout) | Target (100% payout) | Maximum (200% payout) | Payout % | Weighted Payout % | | Pool Income(3) | | | | | 0.00% | 0.00% | | Pool Revenue(3) | | | | | 0.00% | 0.00% | | Pentair Free Cash Flow(2) | | | | | 166.67% | 33.33% | | Pentair Income(2) | | | | | 111.76% | 22.35% | | Total | 100% | | | | | 55.69% | | ESG Modifier | +/- 10% modifier | | | | 100% | 100% |

  135. Water Solutions Segment (Chiu)

    | Financial Performance Measure | Weight | Threshold(1) (50% payout) | Target (100% payout) | Maximum (200% payout) | Payout % | Weighted Payout % | | Water Solutions Income(3) | | | | | 200.00% | 80.00% | | Water Solutions Revenue(3) | | | | | 132.17% | 26.43% | | Pentair Free Cash Flow(2) | | | | | 166.67% | 33.33% | | Pentair Income(2) | | | | | 111.76% | 22.35% | | Total | 100% | | | | | 162.12% | | ESG Modifier | +/- 10% modifier | | | | 100% | 100% |

  136. Water Solutions Segment (Chiu)

    | Consistent with our continuous effort to align pay with performance, and in response to shareholder feedback that compensation should be tied to strategic financial and operating performance goals, Named Executive Officer annual incentive compensation does not include an individual contribution component. As such, annual incentive compensation for Named Executive Officers is based on the achievement of financial performance goals and progress toward our social responsibility strategic targets. The target levels for the performance goals were aligned with the corporate objectives in our annual operating plan. In setting the 2023 target levels, the Company focused on incentivizing growth over 2022 actual results, factoring in a full year contribution from Manitowoc Ice, offset by expected volume declines from the rebalancing of residential channel inventory in 2023. To provide an added performance incentive, the Compensation Committee determined that the amount of incentive compensation related to each performance goal would be scaled according to the amount by which the measure exceeded or fell short of the target. The Compensation Committee reviews information about annual incentive plan design among peer companies and considers the need for the Company to ensure that performance goals are reasonably attainable to provide appropriate incentives for executive officers. As such, payouts for 2023 performance were scaled from 0.50 times at threshold performance to 2.0 times at the maximum, as detailed in the tables above. In line with our long-term goal to consistently generate free cash flow that equals or exceeds 100% of net income, we set our 2023 cash flow target to equal 100% conversion of our forecast net income. |

  137. How We Evaluate Performance

    | | 2023 Long-Term Incentive Compensation |

  138. 2023 Equity Mix

    2023 Equity Mix

  139. 2023 Equity Mix

    | 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. |

  140. 2023 Equity Mix

    The Compensation Committee selected these metrics because of their relationship to driving long-term shareholder value and alignment with business strategy. The Compensation Committee believes that, while long-term interests should be reflected in performance-based awards, the targets should also be realistic and attainable. As such, the Compensation Committee set performance metrics for the 2023-2025 PSUs based on Adjusted EPS and ROIC targets aligned with the growth objectives as defined within Pentair’s strategic plan, including payouts at threshold 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.

  141. 2023 Equity Mix

    | Adjusted EPS 75% weighting | + | ROIC 25% weighting | = | PSU Payout |

  142. 2023 Equity Mix

    The number of performance share units, stock options, and restricted stock units, and the values of the awards granted to the Named Executive Officers in 2023 are reflected under “Executive Compensation Tables — Grants of Plan-Based Awards in 2023.” The value of restricted stock units that vested for each Named Executive Officer in 2023 and the value of options exercised by each Named Executive Officer in 2023 are shown in the table under “Executive Compensation Tables — 2023 Option Exercises and Stock Vested Table.”

  143. Results of Performance Measures Under 2021-2023 PSUs

    Results of Performance Measures Under 2021-2023 PSUs The Compensation Committee granted stock settled performance share units to the Named Executive Officers in 2021, relating to the three-year performance period 2021 to 2023. Each performance unit entitled the holder to one ordinary share following the end of the three-year performance period if the Company achieved specific performance goals on metrics established by the Compensation Committee. The performance goals selected by the Compensation Committee for the 2021- 2023 performance period were Adjusted EPS and 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.

  144. Results of Performance Measures Under 2021-2023 PSUs

    | 2024 Proxy Statement | Pentair | 45 |

  145. Results of Performance Measures Under 2021-2023 PSUs

    | | Compensation Discussion and Analysis |

  146. Results of Performance Measures Under 2021-2023 PSUs

    The Compensation Committee reviewed and approved the performance share units for the 2021-2023 performance period as reflected in the chart below.

  147. Results of Performance Measures Under 2021-2023 PSUs

    | 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% |

  148. Results of Performance Measures Under 2021-2023 PSUs

    * Adjusted EPS is determined based on full year 2023 adjusted earnings per diluted share from continuing operations. ** ROIC is determined by the sum of the trailing four quarters of Segment Income after tax plus depreciation less capital expenditures for the ended March 31, June 30, September 30 and December 31, 2023 divided by the average 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.

  149. 2024 Performance Measures

    2024 Performance Measures For the performance share units granted in 2024 for the 2024-2026 performance period, the Compensation Committee retained Adjusted EPS and ROIC as the performance measures.

  150. 2024 Performance Measures

    | | Additional Benefits and Perquisites |

  151. Deferred Compensation

    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 $212,900 in 2023. This plan permits executives to defer up to 25% of their base salary and 75% of their annual cash incentive 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 participant’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”), which was $330,000 in 2023, but below the Sidekick Plan’s compensation limit of $700,000. Please see the narrative following the “Nonqualified Deferred Compensation Table” below for additional information on our contributions. Participants in the Sidekick Plan may invest their account balances in a number of possible mutual fund investments. Fidelity Investments Institutional Services Co. provides these investment vehicles for 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. Amounts deferred, if any, under the Sidekick Plan by the Named Executive Officers are included in the “Salary” and “Non-Equity Incentive Plan Compensation” columns in the Summary Compensation Table. Our contributions allocated to the Named Executive Officers under the Sidekick Plan are included in the “All Other Compensation” column in the Summary Compensation Table.

  152. Severance and Change in Control Benefits

    Severance and Change in Control Benefits We provide severance and change in control benefits to selected executives to facilitate smooth executive transitions, attract and retain executive talent, and provide for continuity of management upon a threatened or completed change in control. We believe that the security that these benefits provide helps our key executives to remain focused on our ongoing business and reduces the key 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: uWe have agreements with our key corporate executives and other key leaders, including all Named Executive Officers, that provide for contingent benefits upon a change in control or upon a covered termination following a change in control. The benefits under these agreements are designed to provide economic protection to key executives following a change in control of our company so that our executives can remain focused on our business without undue personal concern. uIf after a change in control of the Company, an eligible employee is terminated by the Company other than by reason of death, disability, or cause (as defined in the 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 annual 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 employee’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’s outstanding awards will be eligible for continued or accelerated vesting as described below under “Executive Compensation Tables — Potential Payments Upon Termination or Change in Control.” uOur 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. We explain these benefits more fully below under “Executive Compensation Tables — Potential Payments Upon Termination or Change in Control.” Other Compensation Policies and Practices

  153. Severance and Change in Control Benefits

    | Stock Ownership Guidelines |

  154. Severance and Change in Control Benefits

    The Compensation Committee has established stock ownership guidelines for the Named Executive Officers 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 shares owned by the executive officers 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 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 specified multiples of their base salaries.

  155. Severance and Change in Control Benefits

    | 48 | Pentair | 2024 Proxy Statement |

  156. Severance and Change in Control Benefits

    | | Compensation Discussion and Analysis |

  157. Severance and Change in Control Benefits

    | Executive Level | Stock Ownership Guidelines (as a multiple of salary) | | Chief Executive Officer | 6.0x base salary | | Executive Vice President, Chief Financial Officer and Chief Accounting Officer | 3.0x base salary | | Executive Vice President and Chief Human Resources Officer Executive Vice President, General Counsel, Secretary and Chief Social Responsibility Officer Executive Vice President, Chief Supply Chain Officer and Chief Transformation Officer Executive Vice President and Chief Technology Officer Segment Presidents | 2.5x base salary | | Other Key Executives | 2.0x base salary |

  158. SHARE OWNERSHIP REQUIREMENTS

    | (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 | 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 | | — | — | — | — | — | — | — | — | | | | — | — | — | — | — | — | — | — |

  159. Termination without Cause or for Good Reason — In Connection with a Change in Control

    | | CEO Pay Ratio |

  160. Termination without Cause or for Good Reason — In Connection with a Change in Control

    | | Pay Versus Performance |

  161. Termination without Cause or for Good Reason — In Connection with a Change in Control

    | Pay Versus Performance Table |

  162. Termination without Cause or for Good Reason — In Connection with a Change in Control

    | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | Year | Summary Compensation Table Total Compensation for CEO ($)(1)(2) | Compensation Actually Paid to CEO ($)(3) | Average Summary Compensation Table Total Compensation for Other NEOs ($)(1)(2) | Average Compensation Actually Paid to Other NEOs ($)(2)(3) | Value of Initial Fixed $100 Investment based on: | | Net Income ($) | Company-Wide Segment Income ($)(6) | | | | | | | Total Shareholder Return ($)(4) | Peer Group Total Shareholder Return ($)(5) | | | | 2023 | 10,008,469 | 17,893,209 | 2,722,854 | 4,497,393 | 143 | 134 | 622,700,000 | 855,100,000 | | 2022 | 7,783,265 | (1,944,891) | 2,053,323 | 206,764 | 103 | 127 | 480,900,000 | 767,700,000 | | 2021 | 9,429,546 | 22,765,163 | 2,756,991 | 5,517,160 | 164 | 158 | 553,000,000 | 685,900,000 | | 2020 | 9,342,044 | 8,880,349 | 2,293,390 | 1,901,314 | 118 | 123 | 358,600,000 | 517,600,000 |

  163. Termination without Cause or for Good Reason — In Connection with a Change in Control

    | | Pay Versus Performance |

  164. 2023 Adjustments

    | | Pay Versus Performance |

  165. Pay Versus Net Income & Segment Income 2020-2023

    | | Pay Versus Performance |