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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Pentair Inc | NYSE:PNR | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
1.81 | 2.27% | 81.42 | 81.435 | 80.3345 | 80.59 | 245,286 | 19:40:25 |
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.
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2018
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Notice of Annual General
Meeting and Proxy Statement |
LETTER TO SHAREHOLDERS
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Dear Fellow Shareholders:
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2017 was a remarkable and transformational year for Pentair. In May 2017, the Board of Directors and management team determined that the best way to create even greater value for you, our Pentair shareholders and to focus even more on serving customers, was to separate the Electrical and Water businesses into two independent companies. Our decision to create two standalone companies reflects our success over the past 50 years in creating high-performing business units with the scale and operating excellence to thrive independently. This transformative and value creating transaction is targeted to become effective April 30, 2018, when our electrical division will be spun off and named nVent Electric plc (“nVent”) while being listed on the New York Stock Exchange (NYSE: NVT) as an independent, publicly-traded company.
Our financial results for the year met our expectations as we delivered on our 2017 commitments to improve growth and profitability. We completed the sale of Valves & Controls, the integration of ERICO Global Co. into our Electrical business, and took additional steps to strengthen our balance sheet. In addition, our culture of innovation, which has helped Pentair serve our shareholders, customers and employees since our inception, continued to drive operational excellence. We showcased some groundbreaking advances in 2017 and were again recognized by leading industry organizations for our best-in-class solutions.
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Randall J. Hogan
Chairman & Chief Executive Officer |
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1.
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By separate resolutions, to re-elect the following director nominees:
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a.
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If the Separation (as defined in this proxy statement) has occurred:
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(i)
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Glynis A. Bryan
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(vi)
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Matthew H. Peltz
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(ii)
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Jacques Esculier
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(vii)
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Michael T. Speetzen
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(iii)
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T. Michael Glenn
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(viii)
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John L. Stauch
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(iv)
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Theodore L. Harris
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(ix)
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Billie Ida Williamson
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(v)
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David A. Jones
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b.
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If the Separation (as defined in this proxy statement) has not occurred:
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(i)
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Glynis A. Bryan
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(vii)
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Randall J. Hogan
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(ii)
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Jerry W. Burris
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(viii)
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David A. Jones
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(iii)
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Jacques Esculier
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(ix)
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Ronald L Merriman
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(iv)
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Edward P. Garden
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(x)
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William T. Monahan
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(v)
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T. Michael Glenn
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(xi)
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Billie Ida Williamson
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(vi)
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David H. Y. Ho
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2.
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To approve, by non-binding advisory vote, the compensation of the named executive officers.
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3.
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To ratify, by non-binding advisory vote, the appointment of Deloitte & Touche LLP as the independent auditor of Pentair plc and to authorize, by binding vote, the Audit and Finance Committee of the Board of Directors to set the auditor's remuneration.
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4.
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To authorize the price range at which Pentair plc can re-allot shares it holds as treasury shares under Irish law.
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5.
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To approve the reduction of the minimum number of directors from nine to seven and the maximum number of directors from twelve to eleven.
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Shareholders in Ireland may participate in the Annual General Meeting by audio link at the offices of Arthur Cox, Ten Earlsfort Terrace, Dublin 2, Ireland, at 8:00 a.m. local time. See “Questions and Answers About the Annual General Meeting and Voting” for further information on participating in the Annual General Meeting in Ireland.
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Proposal
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Board Vote
Recommendation |
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Vote Required
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Page Reference
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1.
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Re-Election of Director Nominees
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FOR
each nominee
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Majority of votes cast
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2.
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Advisory Vote on the Compensation of Named Executive Officers
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FOR
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Majority of votes cast
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3.
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Ratify the Appointment of Independent Auditor and the Audit and Finance Committee to Set the Auditor's Remuneration
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FOR
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Majority of votes cast
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4.
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Authorize the Price Range at which Pentair Can Re-allot Treasury Shares
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FOR
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75% of votes cast
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5.
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Approve the Reduction of the Minimum Number of Directors and the Maximum Number of Directors
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FOR
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Majority of votes cast
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Director Nominees
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Committee Memberships
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Name
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Age
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Director
Since |
Independent
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Audit and
Finance |
Compensation
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Governance
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Glynis A. Bryan
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59
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2003
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✓
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Jacques Esculier
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58
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2014
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✓
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●
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T. Michael Glenn
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62
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2007
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✓
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●
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Theodore L. Harris
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53
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Separation
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✓
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●
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David A. Jones
(Chairman)
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68
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2003
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✓
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●
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●
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Matthew H. Peltz
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35
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Separation
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✓
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●
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●
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Michael T. Speetzen
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48
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Separation
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✓
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●
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John L. Stauch
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53
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Separation
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Billie Ida Williamson
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65
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2014
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✓
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●
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●
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committee member
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committee chair
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Committee Memberships
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Name
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Age
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Director
Since |
Independent
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Audit and
Finance |
Compensation
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Governance
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Glynis A. Bryan
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59
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2003
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✓
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Jerry W. Burris
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54
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2007
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✓
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●
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●
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Jacques Esculier
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58
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2014
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✓
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●
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Edward P. Garden
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56
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2016
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✓
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●
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●
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T. Michael Glenn
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62
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2007
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✓
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●
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David H.Y. Ho
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58
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2007
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✓
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●
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Randall J. Hogan
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62
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1999
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David A. Jones
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68
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2003
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✓
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●
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Ronald L. Merriman
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73
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2004
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✓
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●
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William T. Monahan
(Lead Director)
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70
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2001
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✓
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●
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●
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Billie Ida Williamson
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65
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2014
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✓
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●
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●
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committee member
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committee chair
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Board Overview
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TENURE BALANCE
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GENDER DIVERSITY
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DIRECTOR INDEPENDENCE
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TENURE BALANCE
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GENDER DIVERSITY
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DIRECTOR INDEPENDENCE
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Compensation Committee Actions in Anticipation of Separation
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Our Compensation Philosophy
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u
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to motivate and reward executives for achieving financial and strategic objectives;
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to align management and shareholder interests by encouraging employee stock ownership;
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to provide rewards commensurate with individual and company performance;
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to encourage growth and innovation; and
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to attract and retain top-quality executives and key employees.
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base salary, to provide fixed compensation competitive in the marketplace;
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annual incentive compensation, to reward short-term performance against specific financial targets and individual goals; and
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long-term incentive compensation, to link management incentives to long-term value creation and shareholder return.
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2017 DIRECT COMPENSATION MIX
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Pay-for-Performance
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Themes
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Actions Taken Considering Our Shareholders’ Feedback
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u
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The Company’s executive compensation program demonstrates a true pay-for-performance linkage and shareholder alignment.
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The
CEO’s and other Named Executive Officers’ compensation should be appropriately risk-based, balancing annual and long-term performance.
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Goal setting should support the achievement of strategic business goals and creation of shareholder value.
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The Compensation Committee carefully assessed the 2017 annual and long-term incentive opportunities, 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.
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The Compensation Committee also evaluated the pay mix of our CEO and our other Named Executive Officers for 2017, as it does every year, to ensure annual and long-term incentives are properly balanced.
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Annual Incentive Design
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Themes
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Actions Taken Considering Our Shareholders’ Feedback
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Annual incentive plan measures of operating income and free cash flow are well aligned with shareholder interests.
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Free cash flow measure is particularly valued because it reflects the quality of our earnings stream.
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Reward profitable growth, not growth at any cost.
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Replaced core revenue growth with a profitable growth measure and increased the weighting from 20% to 30% for 2017 annual incentives (see Annual Incentive Compensation discussion on page 45).
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Eliminated the strategic deployment factor (“SDF”) from the 2017 annual incentive of the Executive Officers to further reinforce the importance of financial and operating results.
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Long Term Incentive Design
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Themes
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Actions Taken Considering Our Shareholders’ Feedback
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u
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Greater portion of long-term compensation should be performance-vested equity.
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u
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Adjusted EPS viewed as a measure closely tied to creation of shareholder value, but suggestion to add a return and/or relative performance measure.
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u
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Disclosure of performance goals in year of grant.
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CEO and other Executive Officer stock ownership highly valued.
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u
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For 2017, increased performance share units from
one third
to
50%
of the Executive Officers’ long-term incentive mix and reduced restricted stock units and stock options proportionately.
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Augmented adjusted EPS growth measure with return on equity (ROE) weighted
75%
and
25%
respectively for 2017 awards (see 2017 Long-Term Incentive Compensation discussion on page 48).
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u
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Performance goals disclosed for adjusted EPS and return on equity (ROE) performance share units in the year of grant.
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PROXY STATEMENT FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS OF PENTAIR PLC TO BE HELD ON TUESDAY, MAY 8, 2018
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Compensation Committee Actions in Anticipation of Separation
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2017 Business Results
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Shareholder Outreach and Response to 2017 Say on Pay Vote
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2017 Compensation Program Elements
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Base Salaries
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Annual Incentive Compensation
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Perquisites and Other Personal Benefits
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2017 Long-Term Incentive Compensation
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Grants of Plan-Based Awards In 2017
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Outstanding Equity Awards at December 31, 2017
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2017 Option Exercises and Stock Vested Table
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2017 Pension Benefits
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Pay Ratio
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PROPOSAL 5 APPROVE THE REDUCTION OF THE MINIMUM NUMBER OF DIRECTORS FROM NINE TO SEVEN AND THE MAXIMUM NUMBER OF DIRECTORS FROM TWELVE TO ELEVEN
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SHAREHOLDER PROPOSALS AND NOMINATIONS FOR THE 2019 ANNUAL GENERAL MEETING OF SHAREHOLDERS
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2017 ANNUAL REPORT ON FORM 10-K
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RE-ELECT DIRECTOR NOMINEES
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þ
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The Board recommends a vote
FOR
each Director nominee
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(i) Glynis A. Bryan
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(vi) Matthew H. Peltz
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(ii) Jacques Esculier
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(vii) Michael T. Speetzen
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(iii) T. Michael Glenn
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(viii) John L. Stauch
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(iv) Theodore L. Harris
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(ix) Billie Ida Williamson.”
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(v) David A. Jones
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(i) Glynis A. Bryan
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(vii) Randall J. Hogan
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(ii) Jerry W. Burris
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(viii) David A. Jones
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(iii) Jacques Esculier
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(ix) Ronald L. Merriman
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(iv) Edward P. Garden
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(x) William T. Monahan
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(v) T. Michael Glenn
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(xi) Billie Ida Williamson.”
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(vi) David H.Y. Ho
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THE BOARD RECOMMENDS A VOTE “FOR” RE-ELECTION OF EACH DIRECTOR NOMINEE.
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Glynis A. Bryan
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Age:
59
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Director Since:
2003
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Committee Served:
u
Audit and Finance (Chair)
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Committee Effective Upon Separation:
u
Audit and Finance (Chair)
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Biography
Since 2007, Ms. Bryan has been the Chief Financial Officer of Insight Enterprises, Inc., a leading provider of information technology products and solutions to clients in North America, Europe, the Middle East and the Asia-Pacific region. Between 2005 and 2007, Ms. Bryan was the Executive Vice President and Chief Financial Officer of Swift Transportation Co., a holding company which operates the largest fleet of truckload carrier equipment in the United States. Between 2001 and 2005, Ms. Bryan was the Chief Financial Officer of APL Logistics, the supply-chain management arm of Singapore-based NOL Group, a logistics and global transportation business. Prior to joining APL, Ms. Bryan spent 16 years with Ryder System, Inc., a truck leasing company where Ms. Bryan served as Senior Vice President and Chief Financial Officer of Ryder Transportation Services in 1999 and 2000.
Skills & Qualifications
Ms. Bryan has extensive global financial and accounting experience in a variety of business operations, especially in logistics services. Ms. Bryan originally served on the Audit and Finance Committee of the Board for five years, and was selected in 2009 by the Board to serve as the Chair of the Governance Committee. Ms. Bryan returned to the Audit and Finance Committee in 2015 and became its Chair in May 2017. |
Jerry W. Burris
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Age:
54
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Director Since:
2007
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Committee Served:
u
Compensation
u
Governance
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Biography
Mr. Burris is the former President and Chief Executive Officer of Associated Materials Group, Inc., a manufacturer of professionally installed exterior building products, serving in that role from 2011 until 2014. Between 2008 and 2011, he was President, Precision Components of Barnes Group Inc. From 2006 until 2008, Mr. Burris was the President of Barnes Industrial, a global precision components business within Barnes Group. Prior to joining Barnes Group, Mr. Burris worked at General Electric Company, where he served as president and chief executive officer of Advanced Materials Quartz and Ceramics; GE Healthcare where he was general manager of global services; GE Industrial Systems and Honeywell Integration where he was head of global supply chain sourcing. Mr. Burris is also a director of Schramm, Inc., a portfolio company of GenNx360 Capital Partners, and Midwest Can Company, a manufacturer of portable gas cans. Upon completion of the Separation, Mr. Burris will resign as a director of Pentair and will join the board of directors of nVent. Mr. Burris' nomination will be put to a vote at the Annual General Meeting only if the Separation has not occurred prior to the Annual General Meeting.
Skills & Qualifications
Mr. Burris brings to our Board significant experience in management of global manufacturing operations and related processes, such as supply chain management, quality control and product development. Mr. Burris provides the Board with insight into operating best practices and current developments in a variety of management contexts.
Other Public Board Service:
Fifth Third Bancorp (2016–present) |
Jacques Esculier
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Age:
58
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Director Since:
2014
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Committee Served:
u
Audit and Finance
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Committee Effective Upon Separation:
u
Audit and Finance
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Biography
Since 2007, Mr. Esculier has served as the Chief Executive Officer and a Director and, since 2009, as Chairman of WABCO Holdings, Inc., a leading global supplier of technologies and control systems for the safety and efficiency of commercial vehicles. From 2004 to 2007, Mr. Esculier served as Vice President of American Standard Companies Inc. and President of its Vehicle Control Systems business. Prior to holding that position, Mr. Esculier served as Business Leader for American Standard’s Trane Commercial Systems’ Europe, Middle East, Africa, India and Asia Region and in leadership positions at Allied Signal/Honeywell including as Vice President and General Manager of Environmental Control and Power Systems Enterprise and as Vice President of Aftermarket Services-Asia Pacific.
Skills & Qualifications
Mr. Esculier has significant leadership experience demonstrating a wealth of operational management, strategic, organizational and business transformation acumen. His deep knowledge of business in general and our businesses, strengths and opportunities in particular, as well as his experience as a director in a global public company allows him to make significant contributions to the Board.
Other Public Board Service:
WABCO Holdings, Inc. (2007–present) |
Edward P. Garden
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Age:
56
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Director Since:
2016
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Committee Served:
u
Compensation
u
Governance
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Biography
Since November 2005, Mr. Garden has been Chief Investment Officer and a founding partner of Trian Fund Management, L.P. (“Trian”), a multi-billion dollar investment management firm. Previously, Mr. Garden served as Vice Chairman of Triarc Companies, Inc. (“Triarc”) from December 2004 through June 2007 and Executive Vice President from August 2003 until December 2004. From 1999 to 2003, Mr. Garden was a managing director of Credit Suisse First Boston, where he served as a senior investment banker in the Financial Sponsors Group. From 1994 to 1999, he was a managing director at BT Alex Brown where he was a senior member of the Financial Sponsors Group and, prior to that, co-head of Equity Capital Markets. Mr. Garden was appointed as a director following an increase in the size of our Board pursuant to a letter agreement that we entered into with Trian, one of our largest shareholders, Mr. Garden and certain other parties on September 7, 2015, a copy of which is filed as Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on September 8, 2015 and is incorporated herein by reference. Upon completion of the Separation, Mr. Garden will resign as a director of Pentair. Mr. Garden's nomination will be put to a vote at the Annual General Meeting only if the Separation has not occurred prior to the Annual General Meeting.
Skills & Qualifications
Mr. Garden has over 25 years of experience advising, financing, operating and investing in companies, and he has worked with management teams and boards of directors to implement growth initiatives as well as operational, strategic and corporate governance improvements. Mr. Garden has strong operating experience, a network of relationships with institutional investors and investment banking/capital markets experience that can be utilized for our benefit.
Other Public Board Service:
General Electric Company (2017-present); The Bank of New York Mellon Corporation (2014–present); Family Dollar Stores, Inc., (2011–2015); The Wendy’s Company (formerly Wendy’s/Arby’s Group, Inc. and previously Triarc) (2004–2015) |
T. Michael Glenn
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Age:
62
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Director Since:
2007
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Committee Served:
u
Governance (Chair)
u
Compensation
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Committee Effective Upon Separation:
u
Compensation (Chair)
u
Governance
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Biography
Mr. Glenn serves as the Chair of our Governance Committee and will serve as Chair of our Compensation Committee upon completion of the Separation. Mr. Glenn currently serves as a Senior Advisor to Oak Hill Capital Partners, a private equity firm. From 1998 until his retirement in December 2016, Mr. Glenn served as the Executive Vice President—Market Development and Corporate Communications of FedEx Corporation, a global provider of supply chain, transportation, business and related information services. From 2000-2016, Mr. Glenn also served as President and Chief Executive Officer of FedEx Corporate Services, responsible for all marketing, sales, customer service and retail operations functions for all FedEx Corporation operating companies including FedEx Office.
Skills & Qualifications
Mr. Glenn brings extensive strategic, marketing and communications experience to our Board from his service as one of the top leaders at FedEx Corporation. He has been an active participant in the development of our strategic plans, and a strong proponent for strengthening our branding and marketing initiatives.
Other Public Board Service:
CenturyLink, Inc. (2017-present); Level 3 Communications, Inc. (2012–2017); Renasant Corporation (2008–2012); Deluxe Corporation (2004–2007) |
Theodore L. Harris
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Age:
53
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Director Since:
Effective Upon Separation
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Committee Effective Upon Separation:
u
Audit and Finance
|
Biography
Since 2015, Mr. Harris has been the Chief Executive Officer and a director of Balchem Corporation, a provider of specialty performance ingredients and products for the food, nutritional, feed, pharmaceutical, medical sterilization and industrial industries. Since 2017, Mr. Harris has served as Chairman of Balchem Corporation's board of directors. Prior to joining Balchem, Mr. Harris spent 11 years at Ashland, Inc., a global specialty chemical provider in a wide variety of markets and applications, including architectural coatings, adhesives, automotive, construction, energy, food and beverage, personal care, and pharmaceutical. Mr. Harris served in a variety of senior management positions at Ashland, Inc., serving most recently as Senior Vice President, President Performance Materials, from 2014 to 2015. Prior to this position, from 2011 to 2014, Mr. Harris served as Senior Vice President, President Performance Materials & Ashland Supply Chain, and prior to that, Vice President, President Performance Materials & Ashland Supply Chain. Between 1993 and 2004, Mr. Harris served in a variety of senior level roles for FMC Corporation, where he last served as General Manager of the Food Ingredients Business. Mr. Harris’ nomination will be put to a vote at the Annual General Meeting only if the Separation has occurred prior to the Annual General Meeting.
Skills & Qualifications
Mr. Harris brings to our Board broad managerial, international, operational and sales experience, as well as his track record developing worldwide marketing strategies and his strong connectivity to consumer end markets.
Other Public Board Service:
Balchem Corporation (2015-present) |
David H. Y. Ho
|
Age:
58
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Director Since:
2007
|
Committee Served:
u
Audit and Finance
|
Biography
Mr. Ho is Chairman and founder of Kiina Investment Limited, a venture capital firm that invests in start-up companies in the technology, media, and telecommunications industries, and has significant executive experience with global technology companies. From 2007 until his retirement in 2008, he served as the Chairman of the Greater China Region for Nokia Siemens Networks, a telecommunications infrastructure company that is a joint venture between Finland-based Nokia Corporation and Germany-based Siemens AG. Between 2002 and 2007, Mr. Ho served in various capacities for Nokia China Investment Limited, the Chinese operating subsidiary of Nokia Corporation, a multinational telecommunications company. Mr. Ho is also a director of China COSCO Shipping Corporation, formerly China Ocean Shipping Company, a Chinese state owned enterprise (since 2016), and China Mobile Communications Corporation, a Chinese state owned enterprise (since 2016), and was a director of Sinosteel Corporation from 2008 to 2012 and Dong Fang Electric Corporation from 2009 to 2015. Upon completion of the Separation, Mr. Ho will resign as a director of Pentair and will join the board of directors of nVent. Mr. Ho's nomination will be put to a vote at the Annual General Meeting only if the Separation has not occurred prior to the Annual General Meeting.
Skills & Qualifications
Mr. Ho brings extensive experience and business knowledge of global markets in diversified industries, with a strong track record in establishing and building businesses in China, and management expertise in operations, mergers, acquisitions and joint ventures in the area.
Other Public Board Service:
Qorvo, Inc. (2015–present); Air Products and Chemicals, Inc. (2013–present); Owens-Illinois Inc. (2008–2012), 3Com Corporation (2008–2010) |
Randall J. Hogan
|
Age:
62
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Director Since:
1999
|
Biography
Since January 1, 2001, Mr. Hogan has been our Chief Executive Officer. Mr. Hogan became Chairman of the Board on May 1, 2002. From December 1999 through December 2000, Mr. Hogan was our President and Chief Operating Officer. From March 1998 to December 1999, he was Executive Vice President and President of our Electrical and Electronic Enclosures Group. Mr. Hogan also held leadership roles with United Technologies Corporation as President of the Carrier Transicold Division; Pratt & Whitney Industrial Turbines as Vice President and General Manager; General Electric Company in executive positions in a variety of functions such as marketing, product management, and business development and planning; and McKinsey & Company as a consultant. Upon completion of the Separation, Mr. Hogan will retire as our Chairman and Chief Executive Officer, resign as a director of Pentair and will join the board of directors of nVent, serving as Chairman. Mr. Hogan's nomination will be put to a vote at the Annual General Meeting only if the Separation has not occurred prior to the Annual General Meeting.
Skills & Qualifications
Mr. Hogan has significant leadership experience both with us and predecessor employers demonstrating a wealth of operational management, strategic, organizational and business transformation acumen. His deep knowledge of business in general and our businesses, strengths and opportunities in particular, as well as his experience as a director in two other complex global public companies allow him to make significant contributions to the Board.
Other Public Board Service:
Medtronic plc (2015–present); Covidien plc (2007–2015) |
David A. Jones
|
Age:
68
|
Director Since:
2003
|
Committee Served:
u
Compensation (Chair)
u
Governance
|
Committee Effective Upon Separation:
u
Compensation
u
Governance
|
Biography
Mr. Jones serves as the Chair of our Compensation Committee and will serve as Chairman of the Board upon completion of the Separation. Since 2008, Mr. Jones has been Senior Advisor to Oak Hill Capital Partners, a private equity firm. In 2017, Mr. Jones was appointed to the board of directors of Checkers Drive-In Restaurants, Inc., a leading national restaurant chain; in 2016, Mr. Jones was appointed to the board of directors of Imagine! Print Solutions, a provider of in-store marketing solutions; and in 2012, Mr. Jones was appointed to the board of directors of Earth Fare, Inc., one of the largest natural food retailers in the U.S., all of which are privately owned by Oak Hill Capital Partners. Between 1996 and 2007, Mr. Jones was Chairman and Chief Executive Officer of Spectrum Brands, Inc. (formerly Rayovac Corporation), a global consumer products company with major businesses in batteries, lighting, shaving/grooming, personal care, lawn and garden, household insecticide and pet supply product categories. Mr. Jones also served in leadership roles with Rayovac, Spectrum Brands, Thermoscan and The Regina Company.
Skills & Qualifications
Mr. Jones’ extensive management experience with both public and private companies and private equity funds, 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 has given him an understanding of the impact on us of a wide range of business situations.
Other Public Board Service:
Dave & Buster’s Holdings, Inc. (2010–2016); The Hillman Group (2010–2014); Simmons Bedding Company (2000–2010); Spectrum Brands, Inc. (1996–2007); Tyson Foods, Inc. (1995–2005) |
Ronald L. Merriman
|
Age:
73
|
Director Since:
2004
|
Committee Served:
u
Audit and Finance
|
Biography
Mr. Merriman has served as Managing Director of Merriman Partners and Managing Director of O’Melveny & Myers LLP. He is the retired Vice Chair of KPMG, a global accounting and consulting firm, where he served for 30 years in various positions, including as a member of the Executive Management Committee and as a member of the Board of Directors. Mr. Merriman also led KPMG’s Global Transportation & Logistics Practice and its Global Healthcare Practice and served as its U.S. Liaison Partner for Asia. Upon completion of the Separation, Mr. Merriman will resign as a director of Pentair and will join the board of directors of nVent. Mr. Merriman's nomination will be put to a vote at the Annual General Meeting only if the Separation has not occurred prior to the Annual General Meeting.
Skills & Qualifications
Mr. Merriman’s extensive accounting and financial background has strengthened our Audit and Finance Committee and its processes. In addition, his global experience has assisted us in our expansion into overseas markets.
Other Public Board Service:
Aircastle Limited (2006–present); Realty Income Corporation (2005–present); Haemonetics Corporation (2005–2017) |
William T. Monahan
|
Age:
70
|
Director Since:
2001
|
Committee Served:
u
Compensation
u
Governance
|
Biography
Mr. Monahan serves as our Lead Director. In 2006, Mr. Monahan served as a director and the Interim Chief Executive Officer of Novelis, Inc., a global leader in aluminum rolled products and aluminum can recycling. From 1995 to 2004, Mr. Monahan was Chairman of the board of directors and Chief Executive Officer of Imation Corp., a manufacturer of magnetic and optical data storage media. He was involved in worldwide marketing with Imation and prior to that he held numerous leadership roles at 3M Company. Upon completion of the Separation, Mr. Monahan will resign as a director of Pentair and will join the board of directors of nVent. Mr. Monahan's nomination will be put to a vote at the Annual General Meeting only if the Separation has not occurred prior to the Annual General Meeting.
Skills & Qualifications
Mr. Monahan brings to our Board a wealth of global operational and management experience, as well as a deep understanding of our businesses gained as a long serving member of our Board. Mr. Monahan has extensive service as a board member and chief executive officer at companies in a number of different industries. His broad international perspective on business operations has been instrumental as we become more global.
Other Public Board Service:
The Mosaic Company (2004–present); Hutchinson Technology, Inc. (2000–2013); Solutia Inc. (2008–2012); Novelis, Inc. (2005–2007); Imation Corp. (1995–2004) |
Matthew H. Peltz
|
Age:
35
|
Director Since:
Effective Upon Separation
|
Committee Effective Upon Separation:
u
Compensation
u
Governance
|
Biography
Mr. Peltz is a Partner at Trian Fund Management, L.P., a multi-billion dollar investment management firm, and has served as a member of its investment team since 2008. As a senior member of the investment team, Mr. Peltz identifies new opportunities, works with management to improve operating performance and drive earnings growth, leads due diligence on potential investments and focuses on environmental, social and governance (ESG) matters. Since September 2015, Mr. Peltz has attended meetings of our Board in an observer capacity. Previously, he was a director of the former parent company of Arby's ® from September 2012 to December 2015. Prior to joining Trian, Mr. Peltz was with Goldman Sachs & Co., a global investment banking, securities and investment management firm, from May 2006 to January 2008. Mr. Peltz’s nomination will be put to a vote at the Annual General Meeting only if the Separation has occurred prior to the Annual General Meeting.
Skills & Qualifications
Mr. Peltz brings to our Board expertise in the areas of corporate strategy development, finance, accounting, mergers & acquisitions and the broader industrial sector. He has worked with numerous public companies to implement operational, strategic and corporate governance improvements.
Other Public Board Service:
The Wendy’s Company (2015-present) |
Michael T. Speetzen
|
Age:
48
|
Director Since:
Effective Upon Separation
|
Committee Effective Upon Separation:
u
Audit and Finance
|
Biography
Since 2015, Mr. Speetzen has been Executive Vice President, Finance and Chief Financial Officer of Polaris Industries Inc., a global powersports leader with a product line-up that includes side-by-side and all-terrain off-road vehicles; motorcycles; moto-roadsters; and snowmobiles. From 2011 to 2015, Mr. Speetzen was Senior Vice President, Finance and Chief Financial Officer of Xylem Inc., a leading global water technology equipment and service provider . Prior to joining Xylem, Mr. Speetzen served as Vice President and Chief Financial Officer of ITT Fluid and Motion Control from 2009 to 2011, Chief Financial Officer for the StandardAero division of the private equity firm Dubai Aerospace Enterprise Ltd. from 2007 to 2009, and various positions of increasing responsibility in the finance functions at Honeywell International, Inc. and General Electric Company. Mr. Speetzen’s nomination will be put to a vote at the Annual General Meeting only if the Separation has occurred prior to the Annual General Meeting.
Skills & Qualifications
Mr. Speetzen brings to our Board extensive financial experience and knowledge of global markets and transacting international business. |
John L. Stauch
|
Age:
53
|
Director Since:
Effective Upon Separation
|
Biography
Upon completion of the Separation, Mr. Stauch will become Chief Executive Officer of Pentair. Since 2007, Mr. Stauch has been Executive Vice President and Chief Financial Officer of Pentair. Prior to joining Pentair, Mr. Stauch served as Chief Financial Officer of the Automation and Control Systems unit of Honeywell International Inc. from 2005 to 2007. Previously, Mr. Stauch served as Chief Financial Officer and Information Technology Director of PerkinElmer Optoelectornics and various executive, investor relations and managerial finance positions within Honeywell International Inc. and its predecessor AlliedSignal Inc. (1994-2005). Mr. Stauch’s nomination will be put to a vote at the Annual General Meeting only if the Separation has occurred prior to the Annual General Meeting.
Skills & Qualifications
Mr. Stauch brings to our Board extensive knowledge of Pentair as our Executive Vice President and Chief Financial Officer since 2007 and extensive experience as a financial executive with many aspects of public company strategy and operations.
Other Public Board Service:
Deluxe Corporation (2016-present) |
Billie Ida Williamson
|
Age:
65
|
Director Since:
2014
|
Committee Served:
u
Audit and Finance
|
Committee Effective Upon Separation:
u
Governance (Chair)
u
Compensation
|
Biography
Upon completion of the Separation, Ms. Williamson will serve as Chair of our Governance Committee. Ms. Williamson has over three decades of experience auditing public companies as an employee and partner of Ernst & Young LLP. From 1998 until December 2011, Ms. Williamson served Ernst & Young as a Senior Assurance Partner. Ms. Williamson was also Ernst & Young’s Americas Inclusiveness Officer, a member of its Americas Executive Board, which functions as the Board of Directors for Ernst & Young dealing with strategic and operational matters, and a member of the Ernst & Young U.S. Executive Board responsible for partnership matters for the firm.
Skills & Qualifications
Ms. Williamson brings to our Board extensive financial and accounting knowledge and experience, including her service as a principal financial officer, as an independent auditor to numerous Fortune 250 companies and as a member of the board of directors of other companies, as well as her broad experience with SEC reporting and her professional training and standing as a Certified Public Accountant.
Other Public Board Service:
XL Group Ltd. (2018–present); CSRA Inc. (2015–present); Janus Capital Group Inc. (2015–2017); Exelis Inc. (2012–2015); Annie’s Inc. (2012–2014) |
Director
|
|
Relationship(s) Considered
|
Ms. Bryan
|
|
Chief Financial Officer, Insight Enterprises, Inc.
|
Mr. Esculier
|
|
Chief Executive Officer of WABCO Holdings, Inc.
|
Mr. Glenn
|
|
Senior Advisor, Oak Hill Capital Partners; Former Executive Vice President – Market Development and Corporate Communications, FedEx Corporation; Former President and Chief Executive Officer – FedEx Corporate Services
|
Mr. Jones
|
|
Senior Advisor, Oak Hill Capital Partners
|
u
|
at least a majority of the Board must consist of independent directors;
|
u
|
each director should be chosen without regard to gender, sexual orientation, race, religion or national origin;
|
u
|
each director should be an individual of the highest character and integrity and have an
|
u
|
each 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;
|
u
|
each director should possess substantial and significant experience that could be important to us in the performance of his or her duties;
|
u
|
each director should have sufficient time available to devote to our affairs; and
|
u
|
each 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.
|
Risk Oversight
|
Oversight in Company Strategy
|
Oversight in Succession Planning
|
Communicating with Shareholders and Other Stakeholders
|
Policies and Procedures Regarding Related Person Transactions
|
u
|
a “related person” means any of our directors, executive officers or
5%
shareholders or any of their immediate family members; and
|
u
|
a “related person transaction” generally is a transaction (including any indebtedness or a guarantee of indebtedness) in which we were or are a participant and the amount involved exceeds
|
u
|
whether 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;
|
u
|
whether there are demonstrable business reasons for us to enter into the related person transaction;
|
u
|
whether the related person transaction could impair the independence of a director under our Corporate Governance Principles’ standards for director independence; and
|
u
|
whether 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, the overall financial position of the director or executive officer, the direct or indirect nature of the interest of the director or executive officer in the transaction, the ongoing nature of any proposed relationship, and any other factors the Committee deems relevant.
|
u
|
selection and composition of the Board;
|
u
|
Board leadership;
|
u
|
Board composition and performance;
|
u
|
responsibilities of the Board;
|
u
|
the Board’s Relationship to senior management;
|
u
|
meeting procedures;
|
u
|
Committee matters; and
|
u
|
succession planning and leadership development.
|
Board Leadership Structure
|
u
|
We historically have had a super-majority of independent directors, with our Chief Executive Officer the only employee serving as a director since 2007.
|
u
|
Since 2003 – more than 14 years – an independent member of the Board has served as our Lead Director (see below).
|
u
|
Our Lead Directors have served as an effective communication channel, both between the independent Board members and the Chief Executive Officer as well as among the independent Board members.
|
u
|
Our independent directors meet in executive session without the Chief Executive Officer present at every regular meeting of the Board.
|
u
|
Our annual Board assessment process addresses issues of Board structure and director performance.
|
u
|
chairing the Board in the absence of the Chief Executive Officer;
|
u
|
presiding over all executive sessions of the Board;
|
u
|
in conjunction with the Chairman of the Compensation Committee, reporting to the Chief Executive Officer on the Board’s annual review of his performance;
|
u
|
in conjunction with the Chairman of the Board, approving the agenda for Board meetings,
|
u
|
in conjunction with the Chairman of the Board and Committee Chairs, ensuring an appropriate flow of information to the Directors;
|
u
|
holding one-on-one discussions with individual directors where requested by directors or the Board; and
|
u
|
carrying out other duties as requested by the Board.
|
Board and Committee Self-Assessments
|
Board Education
|
6
|
MEETINGS OF THE PENTAIR BOARD OF DIRECTORS
|
8
|
Meetings of the
Audit and Finance Committee |
|
5
|
Meetings of the
Compensation Committee |
|
4
|
Meetings of the
Governance Committee |
Audit and Finance Committee
|
||
Role:
|
|
The Audit and Finance Committee is responsible, among other things, for assisting the Board with oversight of our accounting and financial reporting processes, oversight of our financing strategy, investment policies and financial condition, and audits of our financial statements. These responsibilities include the integrity of the financial statements, compliance with legal and regulatory requirements, the independence and qualifications of our external auditor and the performance of our internal audit function and of the external auditor. The Committee is directly responsible for the appointment, compensation, evaluation, terms of engagement (including retention and termination) and oversight of the independent registered public accounting firm. The Committee holds meetings periodically 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 policies.
|
Members:
|
|
Glynis A. Bryan (Chair), Jacques Esculier, David H.Y. Ho, Ronald L. Merriman and Billie Ida Williamson. All members have been determined to be independent under SEC and NYSE rules. Effective upon the completion of the Separation, the members of the Audit and Finance Committee will be Glynis A. Bryan (Chair), Jacques Esculier, Theodore L. Harris and Michael T. Speetzen.
|
Report:
|
|
You can find the Audit and Finance Committee Report under “Audit and Finance Committee Report” of this Proxy Statement.
|
Financial Experts:
|
|
The Board has determined that all members of the Committee are financially literate under NYSE rules and qualify as “audit committee financial experts” under SEC standards.
|
Compensation Committee
|
||
Role:
|
|
The Compensation Committee sets 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 2012 Stock and Incentive Plan. The Committee also sets the Chief Executive Officer’s compensation based on the Board’s annual evaluation of his performance. The Committee has engaged Aon Hewitt, a human resources consulting firm, to aid the Committee in its annual review of our executive compensation programs for continuing appropriateness and reasonableness and to make recommendations regarding executive officer compensation levels and structures. In reviewing our compensation programs, the Committee also considers other sources to evaluate external market, industry and peer company practices. Information regarding the independence of Aon Hewitt is included under “Compensation Discussion and Analysis – Compensation Consultant.” A more complete description of the Compensation Committee’s practices can be found under “Compensation Discussion and Analysis” under the headings “Comparative Framework” and “Compensation Consultant.”
|
Members:
|
|
David A. Jones (Chair), Jerry W. Burris, Edward P. Garden, T. Michael Glenn and William T. Monahan. All members have been determined to be independent under SEC and NYSE rules. Effective upon the completion of the Separation, the members of the Compensation Committee will be T. Michael Glenn (Chair), David A. Jones, Matthew H. Peltz and Billie Ida Williamson.
|
Report:
|
|
You can find the Compensation Committee Report under “Compensation Committee Report” of this Proxy Statement.
|
Governance Committee
|
||
Role:
|
|
The Governance Committee is responsible for, among other things, identifying individuals qualified to become directors and recommending nominees to the Board for election at Annual General Meetings. In addition, the Committee monitors developments in director compensation and, as appropriate, recommends changes in director compensation to the Board. The Committee is also responsible for reviewing annually and recommending to the Board changes to our corporate governance principles and administering the annual Board and Board Committee self-assessment. Finally, the Committee oversees public policy matters and compliance with our Code of Business Conduct and Ethics.
|
Members:
|
|
T. Michael Glenn (Chair), Jerry W. Burris, Edward P. Garden, David A. Jones and William T. Monahan. All members have been determined to be independent under NYSE rules. Effective upon the completion of the Separation, the members of the Governance Committee will be Billie Ida Williamson (Chair), T. Michael Glenn, David A. Jones and Matthew H. Peltz.
|
Director Retainers
|
Board Retainer
|
|
$120,000
|
|
Lead Director Supplemental Retainer
|
|
$30,000
|
|
Audit and Finance Committee Chair Supplemental Retainer
|
|
$25,000
|
|
Compensation Committee Chair Supplemental Retainer
|
|
$20,000
|
|
Governance Committee Chair Supplemental Retainer
|
|
$15,000
|
|
Audit and Finance Committee Retainer
|
|
$12,500
|
|
Other Committee Retainer (per committee)
|
|
$6,250
|
|
Board Retainer
|
|
$80,000
|
|
Non-Employee Director Chair
|
|
$140,000
|
|
Lead Director Supplemental Retainer
|
|
$30,000
|
|
Audit and Finance Committee Chair Supplemental Retainer
|
|
$20,000
|
|
Compensation Committee Chair Supplemental Retainer
|
|
$15,000
|
|
Governance Committee Chair Supplemental Retainer
|
|
$12,000
|
|
Audit and Finance Committee Retainer
|
|
$12,500
|
|
Other Committee Retainer (per committee)
|
|
$7,500
|
|
Equity Awards
|
Stock Ownership Guidelines for Non-Employee Directors
|
|
Share
|
|
|
12/31/17
|
|
Ownership
|
|
|
|
|
Ownership
|
|
|
Market Value
|
|
Guideline
|
|
|
|
|
(1)
|
|
|
($)(2)
|
|
($)
|
|
Meets Guideline
|
|
Glynis A. Bryan
|
23,498
|
|
|
1,659,429
|
|
600,000
|
|
Yes
|
|
Jerry W. Burris
|
24,892
|
|
|
1,757,873
|
|
600,000
|
|
Yes
|
|
Carol Anthony (John) Davidson
|
15,714
|
|
|
1,109,723
|
|
600,000
|
|
Yes
|
|
Jacques Esculier
|
7,176
|
|
|
506,769
|
|
600,000
|
|
No
|
(3)
|
Edward P. Garden
|
15,411,807
|
(4)
|
|
1,088,381,810
|
|
600,000
|
|
Yes
|
|
T. Michael Glenn
|
20,352
|
|
|
1,437,258
|
|
600,000
|
|
Yes
|
|
David H. Y. Ho
|
11,868
|
|
|
838,118
|
|
600,000
|
|
Yes
|
|
David A. Jones
|
41,251
|
|
|
2,913,146
|
|
600,000
|
|
Yes
|
|
Ronald L. Merriman
|
21,369
|
|
|
1,509,079
|
|
600,000
|
|
Yes
|
|
William T. Monahan
|
54,827
|
|
|
3,871,883
|
|
600,000
|
|
Yes
|
|
Billie I. Williamson
|
7,498
|
|
|
529,509
|
|
600,000
|
|
No
|
(3)
|
(1)
|
The amounts in this column include ordinary shares owned by the director, both directly and indirectly, and unvested restricted stock units.
|
(2)
|
Based on the closing market price for our ordinary shares on December 29, 2017 of $70.62.
|
(3)
|
Non-employee directors have until the later of five years after their election or appointment as a director to meet the stock ownership guideline. Mr. Esculier and Ms. Williamson were first appointed as directors in 2014.
|
(4)
|
Includes
15,410,685
shares owned by certain funds and investment vehicles managed by Trian, which Mr. Garden may be deemed to indirectly beneficially own, as described in further detail in the section titled “Security Ownership” below. These shares are deemed to be held by Mr. Garden for purposes of the stock ownership guidelines.
|
Director Compensation Table
|
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
(f)
|
(g)
|
(h)
|
|
|
|
|
|
Change in Pension Value and Deferred Compensation Earnings
|
|
|
|
Fees Earned or Paid in Cash
|
Stock Awards
|
Option Awards
|
Non-Equity Incentive Plan Compensation
|
All Other Compensation
|
Total
|
|
|
|||||||
|
|||||||
|
|||||||
Name
|
($)
|
($)(1)
|
($)(2)
|
($)
|
($)
|
($)
|
($)
|
Glynis A. Bryan
|
151,250
|
65,020
|
64,999
|
-
|
-
|
-
|
281,269
|
Jerry W. Burris
|
132,500
|
65,020
|
64,999
|
-
|
-
|
-
|
262,519
|
Carol Anthony (John) Davidson
|
120,000
|
65,020
|
64,999
|
-
|
-
|
-
|
250,019
|
Jacques Esculier
|
132,500
|
129,982
|
-
|
-
|
-
|
-
|
262,482
|
Edward P. Garden(3)
|
132,500
|
65,020
|
64,999
|
-
|
-
|
-
|
262,519
|
T. Michael Glenn
|
147,500
|
65,020
|
64,999
|
-
|
-
|
-
|
277,519
|
David H. Y. Ho
|
132,500
|
65,020
|
64,999
|
-
|
-
|
-
|
262,519
|
David A. Jones
|
152,500
|
65,020
|
64,999
|
-
|
-
|
-
|
282,519
|
Ronald L. Merriman
|
138,750
|
65,020
|
64,999
|
-
|
-
|
-
|
268,769
|
William T. Monahan
|
162,500
|
65,020
|
64,999
|
-
|
-
|
-
|
292,519
|
Billie I. Williamson
|
132,500
|
129,982
|
-
|
-
|
-
|
-
|
262,482
|
(1)
|
The amounts in column (c) represent the aggregate grant date fair value, computed in accordance with Accounting Standards Codification 718 (“ASC 718”), of restricted stock units granted during
2017
. Assumptions used in the calculation of these amounts are included in footnote 15 to our audited financial statements for the year ended
December 31, 2017
included in our Annual Report on Form 10-K filed with the SEC on
February 27, 2018
. Mr. Esculier and Ms.Williamson only received a grant of restricted stock units because they have not met the stock ownership guidelines as described above. As of
December 31, 2017
, each director had the unvested restricted stock units and deferred share units shown in the table below.
|
|
Unvested Restricted Stock Units
|
|
Deferred Share Units
|
Name
|
|
||
Glynis A. Bryan
|
1,122
|
|
5,067
|
Jerry W. Burris
|
1,122
|
|
-
|
Carol Anthony (John) Davidson
|
1,122
|
|
-
|
Jacques Esculier
|
2,243
|
|
-
|
Edward P. Garden
|
1,122
|
|
-
|
T. Michael Glenn
|
1,122
|
|
1,034
|
David H. Y. Ho
|
1,122
|
|
-
|
David A. Jones
|
1,122
|
|
29,325
|
Ronald L. Merriman
|
1,122
|
|
432
|
William T. Monahan
|
1,122
|
|
13,049
|
Billie I. Williamson
|
2,243
|
|
-
|
(2)
|
The amounts in column (d) represent the aggregate grant date fair value, computed in accordance with ASC 718, of stock options granted during
2017
. Assumptions used in the calculation of these amounts are included in footnote 15 to our audited financial statements for the year ended
December 31, 2017
included in our Annual Report on Form 10-K filed with the SEC on
February 27, 2018
. As of
December 31, 2017
, each director had the outstanding stock options shown in the table below.
|
|
Outstanding
Stock Options
|
Name
|
|
Glynis A. Bryan
|
56,019
|
Jerry W. Burris
|
38,819
|
Carol Anthony (John) Davidson
|
22,105
|
Jacques Esculier
|
-
|
Edward P. Garden
|
11,163
|
T. Michael Glenn
|
56,019
|
David H. Y. Ho
|
22,105
|
David A. Jones
|
38,819
|
Ronald L. Merriman
|
38,819
|
William T. Monahan
|
56,019
|
Billie I. Williamson
|
-
|
(3)
|
Mr. Garden has advised us that, pursuant to his arrangement with Trian, he transfers to Trian, or holds for the benefit of Trian, all director compensation paid to him.
|
|
APPROVE, BY NON-BINDING ADVISORY VOTE, THE COMPENSATION
OF THE NAMED EXECUTIVE OFFICERS |
|
þ
|
The Board recommends a vote
FOR
approval of the compensation of the Named Executive Officers
|
|
|
|
See discussion beginning on page
38
for further information about the compensation of the Named Executive Officers
|
With these compensation objectives in mind, the Compensation Committee has taken a number of compensation actions to align with our shareholders’ interests, including the following:
u
No automatic single trigger change in control vesting and excise tax gross-ups in new agreements with our executive officers.
u
Annual cash incentives for the Named Executive Officers are based on performance goals that correlate strongly with two primary corporate objectives: improving the financial return from our businesses and strengthening our balance
|
sheet through cash flow improvement and debt reduction.
u
A significant portion of total compensation is “at risk” if certain performance goals are not satisfied or otherwise subject to our future performance.
u
Executive officers must comply with robust stock ownership guidelines.
u
Perquisites are generally limited to an annual cash allowance, subject to limited exceptions described below under the heading “Perquisites and Other Personal Benefits.”
|
EACH OF THE BOARD AND THE COMPENSATION COMMITTEE RECOMMENDS A VOTE “FOR” THE APPROVAL OF THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS.
|
u
|
establishing and reviewing executive base salaries;
|
u
|
overseeing our annual incentive compensation plans;
|
u
|
overseeing our long-term equity-based compensation plan;
|
u
|
approving all awards under those plans;
|
u
|
annually evaluating risk considerations associated with our executive compensation programs; and
|
u
|
annually approving all compensation decisions for executive officers, including those for the Chief Executive Officer and the other officers named in the Summary Compensation Table below (collectively, the “Named Executive Officers”).
|
u
|
motivating and rewarding executives for achieving financial and strategic objectives;
|
u
|
aligning management and shareholder interests by encouraging employee stock ownership;
|
u
|
providing rewards commensurate with company performance;
|
u
|
encouraging growth and innovation; and
|
u
|
attracting and retaining top-quality executives and key employees.
|
u
|
base salary, to provide fixed compensation competitive in the marketplace;
|
u
|
annual incentive compensation, to reward short-term performance against specific financial targets; and
|
u
|
long-term incentive compensation, to link management incentives to long-term value creation and shareholder return. We also provide retirement, a prerequisite allowance and other benefits, to attract and retain executives over the longer term.
|
2017 DIRECT COMPENSATION MIX
|
|
ADJUSTED EPS
|
|
SEGMENT INCOME
|
|
FREE CASH FLOW
|
|
SALES
|
|
Pay-for-Performance
|
|
What We Heard from Our Shareholders
|
Actions Taken Considering Our Shareholders’ Feedback
|
u
|
The Company’s executive compensation program demonstrates a true pay-for-performance linkage and shareholder alignment.
|
u
|
CEO’s and other Named Executive Officers’ compensation should be appropriately risk-based, balancing annual and long-term performance.
|
u
|
Goal setting should support the achievement of strategic business goals and creation of shareholder value.
|
u
|
The Compensation Committee carefully assessed the 2017 annual and long-term incentive opportunity, 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.
|
u
|
The Compensation Committee also evaluated the pay mix of our CEO and our other Named Executive Officers for 2017, as it does every year, to ensure annual and long-term incentives are properly balanced.
|
Annual Incentive Design
|
|
What We Heard from Our Shareholders
|
Actions Taken Considering Our Shareholders’ Feedback
|
u
|
Annual incentive plan measures of operating income and free cash flow are well aligned with shareholder interests.
|
u
|
Free cash flow measure is particularly valued because it reflects the quality of our earnings stream.
|
u
|
Reward profitable growth, not growth at any cost.
|
u
|
Replaced core revenue growth with a profitable growth measure and increased the weighting from 20% to 30% for 2017 annual incentives (see Annual Incentive Compensation discussion on page 45).
|
u
|
Eliminated the strategic deployment factor (“SDF”) from the 2017 annual incentive of the Executive Officers to further reinforce the importance of financial and operating results.
|
Long Term Incentive Design
|
|
What We Heard from Our Shareholders
|
Actions Taken Considering Our Shareholders’ Feedback
|
u
|
Greater portion of long-term compensation should be performance-vested equity.
|
u
|
Adjusted EPS viewed as a measure closely tied to creation of shareholder value, but suggestion to add a return and/or relative performance measure.
|
u
|
Disclosure of performance goals in year of grant.
|
u
|
The CEO and other Executive Officer stock ownership highly valued.
|
u
|
For 2017, increased performance share units from
one third
to
50%
of the Executive Officers’ long-term incentive mix and reduced restricted stock units and stock options proportionately.
|
u
|
Augmented adjusted EPS growth measure with return on equity (ROE) weighted
75%
and
25%
respectively for 2017 awards (see 2017 Long-Term Incentive Compensation discussion on page 48).
|
u
|
Performance goals disclosed for adjusted EPS and return on equity (ROE) performance share units in the year of grant.
|
u
|
Increased stock ownership requirement from 2.0-times base salary to 2.5 times base salary for Segment Presidents in 2017. The CEO is already subject to a robust 6x base salary requirement.
|
u
|
publicly-traded on a major exchange;
|
u
|
similar in business scope and/or operations to our business units and global in nature;
|
u
|
within a reasonable revenue range (generally 0.5x to 3x) compared to our revenue; and
|
u
|
engaged in the same or a similar industry to ours, based on Global Industry Classification Standard (“GICS”) code: industrial machinery, electrical components and equipment, agricultural and farm machinery, building products, electronic components, industrial conglomerates and security and alarm services.
|
During 2017, in anticipation of the planned Separation in 2018, the Committee worked with Aon Hewitt to develop an updated Comparator Group that includes companies that will reflect our post-Separation business focus and size. Based on Aon Hewitt's recommendations, the Committee approved an updated Comparator Group for use in setting target compensation for 2018 for our executive officers, including our Named Executive Officers. Our updated Comparator Group for 2018 includes the following 16 peer companies, which, had revenues ranging from approximately $1.33 billion to $3.99 billion, with median revenues of approximately $2.68 billion.
|
Acuity Brands, Inc.
|
A.O. Smith Corporation
|
Colfax Corporation
|
Crane Co.
|
Donaldson Company, Inc.
|
Flowserve Corporation
|
Graco Inc.
|
IDEX Corporation
|
Lennox International Inc.
|
Lincoln Electric Holdings, Inc.
|
SPX FLOW, Inc.
|
Snap-on Incorporated
|
The Timken Company
|
Valmont Industries, Inc.
|
Watts Water Technologies, Inc.
|
Xylem Inc.
|
|
|
u
|
base salary;
|
u
|
annual incentive compensation;
|
u
|
long-term incentive compensation, consisting of stock options, restricted stock units and performance share units;
|
u
|
retirement and health & welfare benefits; and
|
u
|
perquisite allowance.
|
|
Target as a
% of Salary |
|
Target
|
|
||
Randall J. Hogan
|
160
|
%
|
|
|
$2,041,272
|
|
John L. Stauch
|
100
|
%
|
|
|
$701,600
|
|
Beth A. Wozniak
|
80
|
%
|
|
|
$388,000
|
|
Karl R. Frykman
|
80
|
%
|
|
|
$388,000
|
|
John H. Jacko
|
65
|
%
|
|
|
$282,750
|
|
Financial Performance
Measure |
|
Weight
|
|
Threshold
(Required for any payout; payouts begin at 50%) |
|
Target
(100% payout) |
|
Superior
Performance (200% payout) |
|
Excellence
(300% payout) |
|
Segment Income (income before income taxes excluding interest expense, loss on sale of businesses, loss on early extinguishment of debt, restructuring, separation costs, intangible amortization, pension and other post-retirement mark-to-market loss and tradename and other impairment)
|
|
40
|
%
|
|
$840 million
|
|
$900 million
|
|
$940 million
|
|
$975 million
|
Free Cash Flow (cash from operating activities less capital expenditures, plus proceeds from sale of property and equipment)
|
|
30
|
%
|
|
$530 million
|
|
$590 million
|
|
$650 million
|
|
N/A
|
Income From Growth (income generated by sales growth (price, mix, and volume))
|
|
30
|
%
|
|
$0
|
|
$30 million
|
|
$110 million
|
|
N/A
|
Financial Performance Measure
|
|
Weight
|
|
Actual Financial Results
|
|
|
Payout %
|
|
Weighted
Payout % |
|
|||
Segment Income (As Adjusted for the MIP)
|
|
40
|
%
|
|
|
$882.7
|
|
|
92.8
|
%
|
|
37.1
|
%
|
Free Cash Flow
|
|
30
|
%
|
|
|
$627.0
|
|
|
161.7
|
%
|
|
48.5
|
%
|
Income from Growth
|
|
30
|
%
|
|
|
$68.0
|
|
|
147.5
|
%
|
|
44.2
|
%
|
Total
|
|
100
|
%
|
|
|
|
|
|
129.8
|
%
|
Effective January 1, 2018, we eliminated our Flex Perq Program for all of our executive officers who will continue to serve as officers at Pentair after the separation of nVent.
|
EQUITY MIX
|
|
n
Stock Options
|
n
Restricted Stock Units
|
n
Performance Share Units
|
n
Stock Options
|
n
Restricted Stock Units
|
n
Performance Share Units
|
u
|
Stock options:
The Committee determined that it would grant ten-year stock options, with one third of the options vesting on each of the first, second and third anniversaries of the grant date, as in prior years.
|
u
|
Restricted stock units:
Each restricted stock unit represents the right to receive one of our ordinary shares upon vesting and includes one dividend equivalent unit, which entitles the holder to a cash payment equal to all cash dividends declared on our ordinary shares from and after the date of grant. One-third of the restricted stock units would vest on each of the first three anniversaries of the grant date if the performance hurdle described below under “Impact of Tax Considerations” was met.
|
u
|
Performance share units:
Each performance share unit represents the right to receive one of our ordinary shares at the end of a three-year performance period if specified performance goals are achieved. For the performance share units granted in
2017
relating to the performance period
2017
-
2019
, the Committee selected two performance goals: adjusted earnings per share ("EPS") and average return on equity ("ROE"). The Committee added the average ROE goal in 2017 in response to shareholder feedback suggesting that we should supplement the EPS goal with a return measure, and also to mitigate the compensation risk that having half of the long-term incentive compensation payout based on a single performance metric could create. ROE aligns well with Pentair's business strategy by rewarding the thoughtful deployment of capital, encouraging management to balance dividends, buybacks, and accretive acquisitions. The performance goals and corresponding payout levels for 2017 were as follows:
|
Financial Performance Measure
|
|
Weight
|
|
Threshold
(50% payout) |
|
Target
(100% payout) |
|
Maximum
(200% payout) |
|
Actual
|
|
Actual Payout
(% of Target) |
|
|
Compounded Annual Growth Rate (CAGR)(1) of Revenue in 2015-2017 Compared to 2014
|
|
50
|
%
|
|
1.0% CAGR
|
|
3.0% CAGR
|
|
6.0% CAGR
|
|
(8.7%) CAGR
|
|
0
|
%
|
Return on Invested Capital (ROIC) in 2015-2017 Compared to 2014
|
|
50
|
%
|
|
100 basis point
increase |
|
250 basis point
increase |
|
450 basis point
increase |
|
30 basis point
decrease |
|
0
|
%
|
2015 Program Total Weighted Performance
|
|
|
|
|
|
|
|
|
|
0
|
%
|
(1)
|
CAGR excludes the impact of changes in foreign currency exchange rates.
|
TOTAL SHAREHOLDER RETURN
|
|
Executive Level
|
Stock Ownership Guidelines
(as a multiple of salary) |
Chief Executive Officer
|
6.0x base salary
|
Executive Vice President and Chief Financial Officer
|
3.0x base salary
|
Senior Vice President, Chief Human Resources Officer;
|
2.5x base salary
|
Senior Vice President and General Counsel;
|
|
Segment Presidents
|
|
Senior Vice President and Chief Marketing Officer;
|
2.0x base salary
|
Other key executives
|
|
|
|
Share
Ownership |
|
12/31/17
Market Value ($)(1) |
|
Ownership
Guideline ($) |
|
Meets
Guideline |
Randall J. Hogan
|
|
623,788
|
|
44,051,935
|
|
7,654,770
|
|
Yes
|
John L. Stauch
|
|
203,502
|
|
14,371,288
|
|
2,104,800
|
|
Yes
|
Beth A. Wozniak
|
|
18,073
|
|
1,276,301
|
|
1,212,500
|
|
Yes
|
Karl R. Frykman
|
|
43,281
|
|
3,056,522
|
|
1,212,500
|
|
Yes
|
John H. Jacko
|
|
2,209
|
|
156,000
|
|
870,000
|
|
No
(2)
|
(1)
|
The amounts in this column were calculated by multiplying the closing market price of our ordinary shares on the last trading day of our most recently completed fiscal year of $70.62 by the number of shares owned.
|
(2)
|
Per the terms of our stock ownership guidelines, an executive has five years from the date of his or her appointment to meet his or her ownership guideline. Mr. Jacko joined Pentair on
January 30, 2017
, and thus is not yet required to meet his ownership guideline.
|
SHARE OWNERSHIP REQUIREMENTS
|
|
Medical, Dental, Life Insurance and Disability Coverage
|
Other Paid Time-Off Benefits
|
Deferred Compensation
|
u
|
We have agreements with our key corporate executives and other key leaders, including all Named Executive Officers, that provide for contingent benefits upon a change in control or upon a covered termination following a change in control.
|
u
|
The Pentair plc 2012 Stock and Incentive Plan provides that, upon a change in control, all options, restricted stock and restricted stock units that are unvested become fully vested; all performance awards (other than annual incentive awards) are paid in full based on performance at the better of target or trend; and all annual incentive awards are paid based on full
|
u
|
Upon certain types of terminations of employment (other than a termination following a change in control), severance benefits may be paid to the Named Executive Officers at the discretion of the Committee.
|
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
|
(f)
|
|
(g)
|
|
(h)
|
|
(i)
|
|
(j)
|
|
Name and
Principal Position |
Year
|
Salary (1)($)
|
Bonus
($) |
Stock
Awards ($)(2)(3) |
|
Option
Awards ($)(4) |
|
Non-Equity
Incentive Plan Compensation ($)(1)(5) |
|
Change in
Pension Value and Non-Qualified Deferred Compensation Earnings ($)(6) |
|
All Other
Compensation ($)(7) |
|
Total
Compensation ($) |
|
Randall J. Hogan
|
2017
|
1,275,795
|
-
|
6,888,749
|
|
2,296,253
|
|
2,650,634
|
|
1,137,952
|
|
76,504
|
|
14,325,887
|
|
Chairman and Chief Executive Officer
|
2016
|
1,275,795
|
-
|
6,666,696
|
|
3,329,901
|
|
2,877,513
|
|
1,256,952
|
|
176,636
|
|
15,583,493
|
|
2015
|
1,275,795
|
-
|
3,133,360
|
|
3,132,877
|
|
1,860,352
|
|
-
|
|
101,657
|
|
9,504,041
|
|
|
John L. Stauch
|
2017
|
701,600
|
-
|
2,175,037
|
|
724,999
|
|
911,042
|
|
1,344,454
|
|
77,264
|
|
5,934,396
|
|
Executive Vice President and Chief Financial Officer
|
2016
|
701,600
|
-
|
1,933,352
|
|
965,670
|
|
897,278
|
|
883,593
|
|
81,079
|
|
5,462,572
|
|
2015
|
674,625
|
-
|
800,027
|
|
799,883
|
|
416,000
|
|
67,883
|
|
81,408
|
|
2,839,826
|
|
|
Beth A. Wozniak
|
2017
|
485,000
|
-
|
975,009
|
|
324,994
|
|
503,826
|
|
297,769
|
|
75,162
|
|
2,661,760
|
|
President, Electrical
|
2016
|
485,000
|
-
|
666,660
|
|
332,988
|
|
226,447
|
|
212,586
|
|
54,461
|
|
1,978,142
|
|
2015
|
145,133
|
100,000
|
875,016
|
|
875,297
|
|
-
|
|
-
|
|
11,972
|
|
2,007,418
|
|
|
Karl R. Frykman
|
2017
|
485,000
|
-
|
975,009
|
|
324,994
|
|
503,826
|
|
251,474
|
|
64,161
|
|
2,604,464
|
|
President, Water (8)
|
2016
|
485,000
|
-
|
666,660
|
|
332,988
|
|
640,169
|
|
275,466
|
|
67,814
|
|
2,468,097
|
|
|
|
|
|
|
|
|
|
|
|||||||
John H.
Jacko
|
2017
|
401,771
|
250,000
|
875,036
|
|
125,000
|
|
338,914
|
|
171,119
|
|
415,871
|
|
2,577,711
|
|
Senior Vice President and Chief Marketing Officer (9)
|
|
|
|
|
|
|
|
|
|
(1)
|
Amounts shown in the “Salary” and “Non-Equity Incentive Plan Compensation” columns are not reduced by any deferrals under our nonqualified deferred compensation plans.
|
(2)
|
Note the impact of the change from cash performance units to performance share units is detailed in the Alternative Summary Compensation Table – Double Counting on page 58.
|
(3)
|
The amounts in column (e) represent the aggregate grant date fair value, computed in accordance with ASC 718, of restricted stock units and performance share units granted during each year. The values attributable to the
2017
grants of restricted stock units were as follows: Mr. Randall J. Hogan –
$2,296,269
; Mr. John L. Stauch –
$725,012
; Ms. Beth A. Wozniak –
$324,984
; Mr. Karl R. Frykman. –
$324,984
; and Mr. John H. Jacko –
$625,030
. The values attributable to the
2017
grants of performance share units were based on the probable outcome of the performance conditions at the time of grant, and were as follows: Mr. Randall J. Hogan –
$4,592,480
; Mr. John L. Stauch –
$1,450,025
; Ms. Beth A. Wozniak –
$650,025
; Mr. Karl R. Frykman –
$650,025
; and Mr. John H. Jacko –
$250,006
. The maximum values of the
2017
grants of performance share units at the time of grant assuming that the highest level of performance conditions are attained, are as follows: Mr. Randall J. Hogan –
$13,777,440
; Mr. John L. Stauch –
$4,350,075
; Ms. Beth A. Wozniak –
$1,950,075
; Mr. Karl R. Frykman –
$1,950,075
; and Mr. John H. Jacko –
$750,018
. Additional assumptions used in the calculation of the amounts in column (e) are included in footnote 15 to our audited financial statements for the year ended
December 31, 2017
included in our Annual Report on Form 10-K filed with the Securities and Exchange Commission on
February 27, 2018
.
|
(4)
|
The amounts in column (f) represent the aggregate grant date fair value, computed in accordance with ASC 718, of stock options granted during each year. Assumptions used in the calculation of these amounts are included in footnote 15 to our audited financial statements for the year
December 31, 2017
included in our Annual Report on Form 10-K filed with the Securities and Exchange Commission on
February 27, 2018
.
|
(5)
|
The amounts in column (g) with respect to
2017
reflect cash awards to the named individuals pursuant to awards under the MIP in
2017
, which were determined by the Compensation Committee at its
February 26, 2018
meeting and, to the extent not deferred by the executive, paid shortly thereafter. The amounts paid pursuant to awards under the MIP were as follows: Mr. Randall J. Hogan –
$2,643,618
; Mr. John L. Stauch –
$908,631
; Ms. Beth A. Wozniak –
$502,492
; Mr. Karl R. Frykman. –
$502,492
; and Mr. John H. Jacko –
$338,017
. Neither Ms. Beth A. Wozniak nor Mr. John H. Jacko received any payments pursuant to cash settled performance units in
2017
.
|
(6)
|
The amounts in column (h) reflect the increase in the actuarial present value of the Named Executive Officer’s accumulated benefits under all of our pension plans determined using interest rate and mortality rate assumptions consistent with those used in our financial statements.
|
(7)
|
The table below shows the components of column (i) for
2017
, which include perquisites and other personal benefits; and the Company contributions under the Sidekick Plan, RSIP/ESOP Plan and the Employee Stock Purchase Plan:
|
|
|
|
(A)
|
|
|
(B)
|
|
|
(C)
|
|
|
(D)
|
|
(E)
|
|
|
Name
|
|
Perquisites under the
Flex Perq Program ($)(a) |
|
|
Other Perquisites and
Personal Benefits ($)(b) |
|
|
Contributions under
Defined Contribution Plans ($)(c) |
|
|
Matches under the
Employee Stock Purchase Plan ($) |
|
Total All Other Compensation
|
|
|
Randall J. Hogan
|
|
50,000
|
|
|
200
|
|
|
26,304
|
|
|
—
|
|
76,504
|
|
|
John L. Stauch
|
|
40,000
|
|
|
290
|
|
|
35,175
|
|
|
1,799
|
|
77,264
|
|
|
Beth A. Wozniak
|
|
40,000
|
|
|
6,488
|
|
|
26,425
|
|
|
2,249
|
|
75,162
|
|
|
Karl R. Frykman
|
|
40,000
|
|
|
25
|
|
|
24,136
|
|
|
—
|
|
64,161
|
|
|
John H. Jacko
|
|
40,000
|
|
|
368,437
|
|
|
7,434
|
|
|
—
|
|
415,871
|
|
(a)
|
The amount shown in column (A) for each individual reflects amounts paid to or for the benefit of each Named Executive Officer under the Flex Perq Program, which is designed to provide corporate officers and other key executives with an expense allowance for certain personal and business-related benefits.
|
(b)
|
The amounts shown in column (B) consist of the relocation assistance in the amount of
$337,359
and a related tax gross-up provided to Mr. John H. Jacko (the gross-up was in the amount of
$27,341
), cost of annual executive physicals for Ms. Beth A. Wozniak and Mr. John H. Jacko, gross up provided to Mr. John L. Stauch for an anniversary award, a holiday gift card for Mr. Karl R. Frykman, wellness program rewards for Mr. Randall J. Hogan and Ms. Beth A. Wozniak, and a fitness center reimbursement for Ms. Beth A. Wozniak. The wellness program rewards and fitness center reimbursement were provided pursuant to a broad-based policy that applies generally to U.S. employees.
|
(c)
|
The amount shown in column (C) for each individual reflects amounts contributed by us to the RSIP/ESOP Plan and the Sidekick Plan during
2017
. In the case of the Sidekick Plan, the amounts contributed by us during
2017
relate to salary deferrals in
2016
.
|
(8)
|
Because Mr. Karl R. Frykman was not a named executive officer of our company prior to 2016, the Summary Compensation Table includes only two years of his compensation in accordance with applicable Securities and Exchange Commission regulations.
|
(9)
|
Mr. John H. Jacko joined our company on January 30, 2017. The amount shown in the "Bonus" column reflects a one-time cash award Mr. John H. Jacko received in connection with his employment.
|
Alternative Summary Compensation Table Double Counting
|
(1)
|
The amount in column (e) represents the aggregate grant date fair value, computed in accordance with Accounting Standards Codification 718 (“ASC 718”), of restricted stock units granted during the year. For purposes of this “Alternate Summary Compensation,” the performance share units granted during the year are not included; the value of those units are included in the “Summary Compensation Table” on page 57.
|
(2)
|
The amount in column (f) represents the aggregate grant date fair value, computed in accordance with ASC 718, of stock options granted during the year.
|
(3)
|
The amount in column (g) with respect to 2017 reflects the cash award pursuant to awards under the MIP in
2017
, which were determined by the Compensation Committee at its
February 26, 2018
meeting and, to the extent not deferred by the executive, paid shortly thereafter, as well as payments pursuant to cash settled performance units granted in
2015
that vested in
2017
. Cash settled performance units for the 2015-2017 performance period paid out at 0%.
|
(4)
|
The amount in column (h) reflects the increase in the actuarial present value of the Named Executive Officer’s accumulated benefits under all of our pension plans determined using interest rate and mortality rate assumptions consistent with those used in our financial statements.
|
|
|
|
Estimated Future Payouts Under
Non-Equity Incentive Plan Awards(2) |
Estimated Future Payouts
Under Equity Incentive Plan Awards(3) |
|
|
|
|
|||||||
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
(f)
|
(g)
|
(h)
|
(i)
|
(j)
|
|
(k)
|
|
(l)
|
|
(m)
|
Name
|
Grant Date
|
Compensation
Committee Approval Date(1) |
Threshold
($) |
Target
($) |
Maximum
($) |
Threshold
(#) |
Target
(#) |
Maximum
(#) |
All Other
Stock Awards: Number of Shares of Stock or Units (#)(4) |
|
All Other
Option Awards: Number of Securities Underlying Options (#)(5) |
|
Exercise or
Base Price of Option Awards ($/sh) |
|
Grant Date
Fair Value of Stock and Option Awards ($)(6) |
Randall J. Hogan
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
1/3/2017
|
12/5/2016
|
|
|
|
39,625
|
79,249
|
237,747
|
|
|
|
4,592,480
|
||||
|
1/3/2017
|
12/5/2016
|
|
|
|
|
|
|
39,625
|
|
|
|
2,296,269
|
||
|
1/3/2017
|
12/5/2016
|
|
|
|
|
|
|
|
1,725
|
|
57.95
|
|
21,296
|
|
|
1/3/2017
|
12/5/2016
|
|
|
|
|
|
|
|
184,275
|
|
57.95
|
|
2,274,957
|
|
|
|
|
1,020,636
|
2,041,272
|
4,899,053
|
|
|
|
|
|
|
|
|||
John L. Stauch
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
1/3/2017
|
12/5/2016
|
|
|
|
12,511
|
25,022
|
75,066
|
|
|
|
1,450,025
|
||||
|
1/3/2017
|
12/5/2016
|
|
|
|
|
|
|
12,511
|
|
|
|
725,012
|
||
|
1/3/2017
|
12/5/2016
|
|
|
|
|
|
|
|
1,725
|
|
57.95
|
|
21,296
|
|
|
1/3/2017
|
12/5/2016
|
|
|
|
|
|
|
|
57,001
|
|
57.95
|
|
703,703
|
|
|
|
|
350,800
|
701,600
|
1,683,840
|
|
|
|
|
|
|
|
|||
Beth A. Wozniak
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
1/3/2017
|
12/5/2016
|
|
|
|
5,609
|
11,217
|
33,651
|
|
|
|
650,025
|
||||
|
1/3/2017
|
12/5/2016
|
|
|
|
|
|
|
5,608
|
|
|
|
324,984
|
||
|
1/3/2017
|
12/5/2016
|
|
|
|
|
|
|
|
1,725
|
|
57.95
|
|
21,296
|
|
|
1/3/2017
|
12/5/2016
|
|
|
|
|
|
|
|
24,600
|
|
57.95
|
|
303,698
|
|
|
|
|
194,000
|
388,000
|
931,200
|
|
|
|
|
|
|
|
|||
Karl R. Frykman
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
1/3/2017
|
12/5/2016
|
|
|
|
5,609
|
11,217
|
33,651
|
|
|
|
650,025
|
||||
|
1/3/2017
|
12/5/2016
|
|
|
|
|
|
|
5,608
|
|
|
|
324,984
|
||
|
1/3/2017
|
12/5/2016
|
|
|
|
|
|
|
|
1,725
|
|
57.95
|
|
21,296
|
|
|
1/3/2017
|
12/5/2016
|
|
|
|
|
|
|
|
24,600
|
|
57.95
|
|
303,698
|
|
|
|
|
194,000
|
388,000
|
931,200
|
|
|
|
|
|
|
|
|||
John H. Jacko
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
2/28/2017
|
2/20/2017
|
|
|
|
2,153
|
4,306
|
12,918
|
|
|
|
250,006
|
||||
|
2/28/2017
|
2/20/2017
|
|
|
|
|
|
|
2,153
|
|
|
|
125,003
|
||
|
2/28/2017
|
2/20/2017
|
|
|
|
|
|
|
|
5,166
|
|
58.06
|
|
63,898
|
|
|
2/28/2017
|
2/20/2017
|
|
|
|
|
|
|
|
4,940
|
|
58.06
|
|
61,102
|
|
|
5/31/2017
|
5/20/2017
|
|
|
|
|
|
|
7,551
|
|
|
|
500,027
|
||
|
|
|
141,375
|
282,750
|
678,600
|
|
|
|
|
|
|
|
(1)
|
The Compensation Committee’s practices for granting options and restricted stock units, including the timing of all grants and approvals therefore, are described under “Compensation Discussion and Analysis –
2017
Long-Term Incentive Compensation.”
|
(2)
|
The amounts shown in column (d) reflect the total of the threshold payment levels for each element under our MIP. This amount is 50% of the target amounts shown in column (e). The amounts shown in column (f) are 240% of such target amounts for each Named Executive Officer. These amounts are based on the individual’s current position and base salary as in effect on December 1,
2017
.
|
(3)
|
The amounts shown in column (g) as having been granted on January 3, 2017, reflect the total of the threshold payment levels for the awards of share settled performance units granted in
2017
under the Pentair plc 2012 Stock and Incentive Plan which is 50% of the target amounts shown in column (h). The amounts shown in column (j) are 300% of such target amounts. These amounts are based on the individual’s current salary and position. Any amounts payable with respect to performance units would be paid in March
2020
, based on cumulative Company performance for the period
2017
to
2019
.
|
(4)
|
The amounts shown in column (j) reflect the number of restricted stock units granted to each Named Executive Officer in
2017
.
|
(5)
|
The amounts shown in column (k) reflect the number of options to purchase ordinary shares granted to each Named Executive Officer in
2017
.
|
(6)
|
The amounts shown in column (m) reflect the grant date fair value of the awards of restricted stock units, performance share units and stock options computed in accordance with ASC 718.
|
|
Option Awards
|
|
Stock Awards
|
||||||||||
Name
|
Number of
securities underlying unexercised options (#) Exercisable |
|
Number of
securities underlying unexercised options (#) Unexercisable |
|
|
Equity
incentive plan awards: Number of securities underlying unexercised unearned options (#) |
Option
exercise price ($)(1) |
Option
expiration date |
|
Number
of shares of stock or units that have not been vested (#)(2) |
Market
value of shares of stock or units that have not vested ($)(3) |
Equity
incentive plan awards: Number of unearned shares that have not vested (#)(4) |
Equity
incentive plan awards: Market or payout value of unearned shares that have not vested ($)(5) |
Randall J. Hogan
|
|
|
|
|
|
|
|
98,704
|
6,970,476
|
|
|
||
|
|
|
|
|
|
|
|
|
|
146,890
|
10,373,372
|
||
|
305,253
|
|
—
|
|
|
|
24.78
|
1/2/2019
|
|
|
|
|
|
|
362,572
|
|
—
|
|
|
|
33.38
|
1/4/2020
|
|
|
|
|
|
|
171,324
|
|
—
|
|
|
|
36.98
|
1/3/2021
|
|
|
|
|
|
|
193,777
|
|
—
|
|
|
|
34.12
|
1/3/2022
|
|
|
|
|
|
|
198,831
|
|
—
|
|
|
|
50.61
|
1/2/2023
|
|
|
|
|
|
|
27,282
|
|
—
|
|
|
|
52.69
|
3/15/2023
|
|
|
|
|
|
|
136,579
|
|
—
|
|
|
|
76.87
|
1/2/2024
|
|
|
|
|
|
|
124,524
|
|
62,262
|
|
(5)
|
|
66.68
|
1/2/2025
|
|
|
|
|
|
|
108,384
|
|
216,768
|
|
(7)
|
|
49.28
|
1/4/2026
|
|
|
|
|
|
|
—
|
|
186,000
|
|
(8)
|
|
57.95
|
1/3/2027
|
|
|
|
|
|
John L. Stauch
|
|
|
|
|
|
|
|
29,589
|
2,089,575
|
|
|
||
|
|
|
|
|
|
|
|
|
|
44,638
|
3,152,336
|
||
|
59,220
|
|
—
|
|
|
|
33.38
|
1/4/2020
|
|
|
|
|
|
|
54,890
|
|
—
|
|
|
|
36.98
|
1/3/2021
|
|
|
|
|
|
|
60,953
|
|
—
|
|
|
|
34.12
|
1/3/2022
|
|
|
|
|
|
|
50,813
|
|
—
|
|
|
|
50.61
|
1/2/2023
|
|
|
|
|
|
|
32,723
|
|
—
|
|
|
|
76.87
|
1/2/2024
|
|
|
|
|
|
|
31,793
|
|
15,897
|
|
(5)
|
|
66.68
|
1/2/2025
|
|
|
|
|
|
|
31,431
|
|
62,863
|
|
(7)
|
|
49.28
|
1/4/2026
|
|
|
|
|
|
|
—
|
|
58,726
|
|
(8)
|
|
57.95
|
1/3/2027
|
|
|
|
|
|
Beth A. Wozniak
|
|
|
|
|
|
|
|
26,310
|
1,858,012
|
|
|
||
|
|
|
|
|
|
|
|
|
|
17,981
|
1,269,818
|
||
|
—
|
|
65,443
|
|
(6)
|
|
54.04
|
9/15/2025
|
|
|
|
|
|
|
10,838
|
|
21,677
|
|
(7)
|
|
49.28
|
1/4/2026
|
|
|
|
|
|
|
—
|
|
26,325
|
|
(8)
|
|
57.95
|
1/3/2027
|
|
|
|
|
|
Karl R. Frykman
|
|
|
|
|
|
|
|
10,966
|
774,419
|
|
|
||
|
|
|
|
|
|
|
|
|
|
17,981
|
1,269,818
|
||
|
15,422
|
|
—
|
|
|
|
19.13
|
3/3/2019
|
|
|
|
|
|
|
19,444
|
|
—
|
|
|
|
34.23
|
3/2/2020
|
|
|
|
|
|
|
11,773
|
|
—
|
|
|
|
36.53
|
3/2/2021
|
|
|
|
|
|
|
11,571
|
|
—
|
|
|
|
38.63
|
3/1/2022
|
|
|
|
|
|
|
9,146
|
|
—
|
|
|
|
50.61
|
1/2/2023
|
|
|
|
|
|
|
7,999
|
|
—
|
|
|
|
76.87
|
1/2/2024
|
|
|
|
|
|
|
9,273
|
|
4,637
|
|
(5)
|
|
66.68
|
1/2/2025
|
|
|
|
|
|
|
10,838
|
|
21,677
|
|
(7)
|
|
49.28
|
1/4/2026
|
|
|
|
|
|
|
|
26,325
|
|
(8)
|
|
57.95
|
1/3/2027
|
|
|
|
|
|
|
John H. Jacko
|
|
|
|
|
|
|
|
9,704
|
685,296
|
|
|
||
|
|
|
|
|
|
|
|
|
|
4,306
|
304,090
|
||
|
|
10,106
|
|
(9)
|
|
58.06
|
2/28/2027
|
|
|
|
|
|
(1)
|
The exercise price for all stock option grants is the fair market value of our ordinary shares on the date of grant.
|
(2)
|
For the restricted stock unit awards granted to Mr. Jacko on May 31, 2017, the restrictions with respect to all of the shares will lapse on the fourth anniversary of the grant date. For all other awards of restricted stock units, the restrictions with respect to one-third of the shares will lapse on the first, second, and third anniversaries of the grant date. The grant dates of the restricted stock unit awards are as follows:
|
Name
|
Grant Date
|
Number of Restricted
Stock Units |
Randall J. Hogan
|
1/2/2015
|
15,664
|
|
1/4/2016
|
45,094
|
|
1/3/2017
|
37,946
|
John L. Stauch
|
1/2/2015
|
4,000
|
|
1/4/2016
|
13,078
|
|
1/3/2017
|
12,511
|
Beth A. Wozniak
|
9/15/2015
|
16,192
|
|
1/4/2016
|
4,510
|
|
1/3/2017
|
5,608
|
Karl R. Frykman
|
1/2/2015
|
1,122
|
|
1/4/2016
|
4,351
|
|
1/3/2017
|
5,493
|
John H. Jacko
|
2/28/2017
|
2,153
|
|
5/31/2017
|
7,551
|
(3)
|
The amounts in this column were calculated by multiplying the closing market price of our ordinary shares on the last trading day of our most recently completed fiscal year of $70.62 by the number of unvested restricted stock units.
|
(4)
|
The number of performance share units shown in this column reflects the target performance level for the
2017
awards, in accordance with SEC regulations requiring that the number of units be based on achieving threshold performance goals or, if the previous fiscal year’s performance has exceeded the threshold, the next higher performance measure (target or maximum) that exceeds the previous fiscal year’s performance.
|
Name
|
Vesting Date
|
Number of Performance Share Units
|
Randall J. Hogan
|
12/31/2018
|
67,641
|
|
12/31/2019
|
79,249
|
John L. Stauch
|
12/31/2018
|
19,616
|
|
12/31/2019
|
25,022
|
Beth A. Wozniak
|
12/31/2018
|
6,764
|
|
12/31/2019
|
11,217
|
Karl R. Frykman
|
12/31/2018
|
6,764
|
|
12/31/2019
|
11,217
|
John H. Jacko
|
12/31/2019
|
4,306
|
(5)
|
One-third of these options will vest on each of the first, second and third anniversaries of the grant date,
January 2, 2015
.
|
(6)
|
These options will vest 100% on the fourth anniversary of the grant date, September 15, 2015.
|
(7)
|
One-third of these options will vest on each of the first, second and third anniversaries of the grant date,
January 4, 2016
.
|
(8)
|
One-third of these options will vest on each of the first, second and third anniversaries of the grant date,
January 3, 2017
.
|
(9)
|
One-third of these options will vest on each of the first, second and third anniversaries of the grant date, February 28, 2017.
|
|
Option awards
|
|
Stock awards
|
||||
Name
|
Number of
shares acquired on exercise (#) |
|
Value
realized on exercise ($)(1) |
|
Number of
shares acquired on vesting (#) |
|
Value
realized on vesting ($)(2) |
Randall J. Hogan
|
330,325
|
|
10,406,513
|
|
78,834
|
|
4,590,874
|
John L. Stauch
|
-
|
|
-
|
|
20,377
|
|
1,182,865
|
Beth A. Wozniak
|
-
|
|
-
|
|
2,254
|
|
131,070
|
Karl R. Frykman
|
18,771
|
|
708,535
|
|
5,720
|
|
332,237
|
John H. Jacko
|
-
|
|
-
|
|
-
|
|
-
|
(1)
|
Reflects the amount calculated by multiplying the number of options exercised by the difference between the market price of our ordinary shares on the exercise date and the exercise price of options.
|
(2)
|
Reflects the amount calculated by multiplying the number of shares vested by the market price of our ordinary shares on the vesting date.
|
Name
|
Plan name
|
Number of
years credited service (#) |
Present value
of accumulated benefit ($)(1) |
Payments
during last fiscal year ($) |
Randall J. Hogan
|
Pentair, Inc. Pension Plan
|
20
|
940,849
|
-
|
|
Pentair, Inc. Supplemental Executive Retirement Plan
|
20
|
21,304,335
|
-
|
John L. Stauch
|
Pentair, Inc. Pension Plan
|
11
|
346,539
|
-
|
|
Pentair, Inc. Supplemental Executive Retirement Plan
|
11
|
6,049,595
|
-
|
Beth A. Wozniak
|
Pentair, Inc. Pension Plan
|
N/A
|
N/A
|
-
|
|
Pentair, Inc. Supplemental Executive Retirement Plan
|
2
|
510,355
|
-
|
Karl R. Frykman
|
Pentair, Inc. Pension Plan
|
N/A
|
N/A
|
-
|
|
Pentair, Inc. Supplemental Executive Retirement Plan
|
4
|
928,933
|
-
|
John H. Jacko
|
Pentair, Inc. Pension Plan
|
N/A
|
N/A
|
-
|
|
Pentair, Inc. Supplemental Executive Retirement Plan
|
1
|
171,119
|
-
|
(1)
|
The Supplemental Executive Retirement Plan benefits, which include amounts under the Restoration Plan, are payable following retirement at age 55 or later in the form of an annuity. The actuarial present values above were calculated using the following methods and assumptions:
|
u
|
Present values for the Pension Plan are based on a life-only annuity. Present values for the Supplemental Executive Retirement Plan are based on a 180-month-certain only annuity..
|
u
|
The present value of Pension Plan benefits as of
December 31, 2017
was calculated assuming a
3.66%
interest rate and the MRP2007 male and female generational mortality (no collar adjustments) with improvement scale MMP2007 for post-retirement decrements with no pre-retirement mortality used.
|
u
|
The present value of Supplemental Executive Retirement Plan benefits as of
December 31, 2017
was calculated assuming a
3.30%
interest rate.
|
The Pentair, Inc. Pension Plan
|
u
|
1.0%
of the participant’s highest final average earnings; and
|
u
|
0.5%
of such earnings in excess of Primary Social Security compensation.
|
The Pentair, Inc. Supplemental Executive Retirement and Restoration Plan
|
u
|
final average compensation as defined above; multiplied by
|
u
|
benefit service percentage, which equals
15%
multiplied by years of benefit service.
|
u
|
final average compensation as defined above, less compensation below the annual limitation amount in each year; multiplied by
|
u
|
earned benefit service percentage (which is weighted based on age at the time of service), in accordance with the following table:
|
The Pentair, Inc. Retirement Savings and Stock Incentive Plan
|
Name
|
Registrant
Contributions in 2017 ($) |
Aggregate
Earnings/(Loss) in 2017 ($) |
Aggregate
Withdrawals/ Distributions in 2017 ($) |
Aggregate
Balance at December 31, 2017 ($) (1) |
|
Randall J. Hogan
|
25,453
|
12,879
|
1,503,974
|
(401,079)
|
6,813,785
|
John L. Stauch
|
588,547
|
21,750
|
1,393,620
|
-
|
6,802,853
|
Beth A. Wozniak
|
30,292
|
13,000
|
41,596
|
-
|
254,654
|
Karl R. Frykman
|
126,198
|
10,711
|
19,378
|
-
|
200,613
|
John H. Jacko
|
23,550
|
-
|
1,895
|
-
|
25,445
|
(1)
|
Amounts deferred under the Sidekick Plan that have also been reported in the Summary Compensation Table since 2006 for each Named Executive Officer are: Mr. Randall J. Hogan —
$5,505,016
; Mr. John L. Stauch —
$5,387,157
; Ms. Beth A. Wozniak —
$177,850
; Mr. Karl R. Frykman —
$147,498
; and Mr. John H. Jacko —
$23,550
. To the extent the amounts in this column are less than the amounts reported in the Summary Compensation Table since 2006, the difference is due to losses, withdrawals or distributions.
|
u
|
Matching contributions equal to one dollar for each dollar contributed up to
1%
of Covered Sidekick Compensation, and
50
cents for each incremental dollar contributed on the next
5%
, deferred in
2016
by each Named Executive Officer; we normally make these contributions one year in arrears.
|
u
|
A discretionary contribution of up to
1½%
of Covered Sidekick Compensation earned in
2016
for each Named Executive Officer; we normally make these contributions one year in arrears.
|
Change in Control Agreements
|
u
|
engaging in intentional conduct that causes us demonstrable and serious financial injury;
|
u
|
conviction of a felony; or
|
u
|
continuing willful and unreasonable refusal by an officer to perform his or her duties or responsibilities.
|
u
|
a breach of the agreement by us;
|
u
|
any reduction in an officer’s base salary, percentage of base salary available as incentive compensation or bonus opportunity or benefits;
|
u
|
an officer’s removal from, or any failure to reelect or reappoint him or her to serve in, any of the positions held with us on the date of the change in control or any other positions to which he or she is thereafter elected, appointed or assigned, except in the event that such removal or failure to reelect or reappoint relates to our termination of an officer’s employment for cause or by reason of disability;
|
u
|
a good faith determination by an officer that there has been a material adverse change in his or her working conditions or status relative to the most favorable working conditions or status in effect during the 180-day period prior to the change in control, or, to the extent more favorable to him or her, those in effect at any time while employed after the change in control, including a significant change in the nature or scope of his or her authority, powers, functions, duties or responsibilities or a significant reduction in the level of support services, staff, secretarial and other assistance, office space and accoutrements, but in each case excluding for this purpose an isolated, insubstantial and inadvertent event not occurring in bad faith that we remedy within
10 days
after receipt of notice;
|
u
|
relocation of an officer’s principal place of employment to a location more than
50 miles
from his or her principal place of employment on the date 180 days prior to the change in control;
|
u
|
imposition of a requirement that an officer travel on business
20%
in excess of the average number of days per month he or she was required to travel during the 180-day period prior to the change in control;
|
u
|
our failure to cause a successor to assume an officer’s agreement; or
|
u
|
only in the case of the Chief Executive Officer, a voluntary termination for any reason within
30 days
following the first anniversary of any change in control.
|
u
|
any person is or becomes the beneficial owner of securities representing
30%
(or
20%
in the case of Mr. Hogan) or more of our outstanding ordinary shares or combined voting power;
|
u
|
a majority of the Board changes in a manner that has not been approved by at least two-thirds of the incumbent directors or successor directors nominated by at least two-thirds of the incumbent directors;
|
u
|
we consummate a merger, consolidation or share exchange with any other entity (or the issuance of voting securities in connection with a merger, consolidation or share exchange) which our shareholders have approved and in which our shareholders control less than
50%
of combined voting power after the merger, consolidation or share exchange; or
|
u
|
we consummate a plan of complete liquidation or dissolution or an agreement for the sale or disposition of all or substantially all of our assets which our shareholders have approved.
|
u
|
upon any change in control:
|
u
|
incentive compensation awards for the year in question to be paid at target;
|
u
|
for Named Executive Officers other than Ms. Wozniak and Mr. Jacko, immediate vesting of all unvested stock options and termination of all restrictions on restricted stock awards;
|
u
|
for Named Executive Officers other than Ms. Wozniak and Mr. Jacko, cash settled performance awards and performance share units to be paid at one-third of target if the award cycle has been in effect less than
12 months
, at two-thirds of the then-current value if the award cycle has been in effect for between
12
and
24 months
, and at the then-current value if the award cycle has been in effect for
24 months
or more, in each case as if all performance or incentive requirements and periods had been satisfied; and
|
u
|
in certain cases for Named Executive Officers other than Ms. Wozniak and Mr. Jacko, reimbursement of any excise taxes triggered by payments to the executive and any additional taxes on this reimbursement. In place of a tax gross up for excise taxes, Ms. Wozniak's and Mr. Jacko's agreements provide that, if excise taxes would otherwise be imposed in connection with a change in control, the executive’s change in control compensation protections will be either cut back to a level below the level that would trigger the imposition of the excise taxes or paid in full and subjected to the excise taxes, whichever results in the better after-tax result to the executive.
|
u
|
upon termination of the executive by us other than for death, disability or cause or by the executive for good reason, after a change in control:
|
u
|
severance payable upon termination in an amount equal to
300%
(for Mr. Hogan),
250%
(for Mr. Stauch) or
200%
(for Ms. Wozniak, Mr. Frykman and Mr. Jacko) of annual base salary plus the greater of the executive’s target bonus for the year of termination or the actual bonus paid with respect to the year prior to the change in control;
|
u
|
replacement coverage for Company-provided group medical, dental and life insurance policies for up to three years (for Mr. Hogan) or two years (for all other Named Executive Officers);
|
u
|
the cost of an executive search agency not to exceed
10%
of the executive’s annual base salary;
|
u
|
the accelerated accrual and vesting of benefits under the SERP (for those executives who have been made participants of such plan); and for executives having fewer than seven years of participation in the SERP, up to three additional years of service can be credited, up to a maximum of seven years of service;
|
u
|
up to
$15,000
in fees and expenses of consultants and legal or accounting advisors; and
|
u
|
for Ms Wozniak and Mr. Jacko, whose agreements do not provide for single-trigger equity vesting, all equity-based and cash incentive awards granted prior to the change in control will be subject to the terms of the incentive plan under which they were granted
|
Change in Control and Termination Provisions of Incentive Plans
|
u
|
all outstanding options, restricted stock and restricted stock units that are not performance awards are immediately vested;
|
u
|
all outstanding performance awards (other than annual incentive awards) are paid in full based on performance at the better of target or trend; and
|
u
|
all outstanding annual incentive awards are paid based on full satisfaction of the performance goals.
|
u
|
all outstanding options (which are the sole form of awards currently outstanding under the plans) that are unvested become fully vested.
|
u
|
Retirement
. If any of the Named Executive Officers terminates employment in a retirement with at least
10 years
of service, the Pentair plc 2012 Stock and Incentive Plan and its predecessor plans provide as follows:
|
u
|
If the retirement is prior to age
60
: unvested options are forfeited; restricted stock and restricted stock units (that are not performance awards or for which any performance goals have been satisfied) vest pro rata; and performance awards are paid on a pro rata basis based on actual performance; or
|
u
|
If the retirement is after age
60
: options continue to vest for
5 years
; restricted stock
|
u
|
Death or Disability
. If any of the Named Executive Officers terminates employment as a result of death or disability, the Pentair plc 2012 Stock and Incentive Plan and its predecessor plans provide that options, restricted stock and restricted stock units are immediately vested; and performance awards are paid in full based on actual performance.
|
u
|
Termination Without Cause or for Good Reason
. If any of the Named Executive Officers terminates employment in an involuntary termination for a reason other than cause, death or disability, or in a voluntarily termination for good reason, then the employee’s outstanding awards under the Pentair plc 2012 Stock and Incentive Plan will be eligible for continued or accelerated vesting, as described below. A termination of employment under these circumstances is referred to in the Pentair plc 2012 Stock and Incentive Plan as a “Covered Termination.” For a Named Executive Officer’s termination to be considered a Covered Termination, the officer must execute a general release in a form and manner determined by us. Upon a Covered Termination, the Pentair plc 2012 Stock and Incentive Plan provides that awards held by a Board-appointed corporate officer, including such a Named Executive Officer, will be treated as follows:
|
u
|
Stock options will remain outstanding, and will continue to vest in accordance with their terms as if the officer had remained in employment, until the earlier of the expiration date of the stock option and the fifth anniversary of the covered termination.
|
u
|
Restricted stock and restricted stock units (that are not performance awards or for which any performance goals have been satisfied) will vest in full.
|
u
|
Performance awards, including restricted stock and restricted stock units that have performance-based vesting, will be paid following the end of the performance period based on achievement of the performance goals established for the awards as if the employee had not experienced a covered termination.
|
u
|
a material violation of any company policy;
|
u
|
embezzlement from, or theft of property belonging to, us or any of our affiliates;
|
u
|
willful failure to perform, or gross negligence in the performance of, or failure to perform, assigned duties; or
|
u
|
other intentional misconduct, whether related to employment or otherwise, which has, or has the
|
u
|
any material breach by us of the terms of any employment agreement;
|
u
|
any reduction in base salary or percentage of base salary available as incentive compensation or bonus opportunity, or any material reduction in nonqualified deferred compensation retirement benefits;
|
u
|
a good faith determination by the officer that there has been a material adverse change in the officer’s working conditions or status;
|
u
|
a relocation of the principal place of employment to a location more than
50 miles
; or
|
u
|
an increase of
20%
or more in travel requirements.
|
Quantification of Compensation Payable upon a Change in Control or Termination of Employment
|
Executive
|
Stock Option Vesting($)
|
|
Restricted Stock Unit
Vesting(1)($) |
|
Performance Share
Unit Vesting(2)($) |
|
Total($)
|
|
Randall J. Hogan (3)
|
-
|
|
-
|
|
10,719,371
|
|
10,719,371
|
|
John L. Stauch
|
2,148,189
|
|
2,089,575
|
|
3,255,799
|
|
7,493,563
|
|
Beth A. Wozniak
|
1,881,170
|
|
1,858,012
|
|
1,309,458
|
|
5,048,640
|
|
Karl R. Frykman
|
814,395
|
|
774,419
|
|
1,309,458
|
|
2,898,272
|
|
John H. Jacko
|
126,931
|
|
685,296
|
|
308,867
|
|
1,121,094
|
|
(1)
|
None of the restricted stock units would vest upon a retirement prior to
10 years
of service, and only a pro rata portion of the restricted stock units would vest upon a retirement with
10 years
of service prior to age
60
.
|
(2)
|
The amount shown assumes target performance. The actual amount is determined on the basis of actual performance through the end of the applicable performance period.
|
(3)
|
Because Mr. Hogan is eligible for immediate or continued vesting upon retirement, no enhanced benefit would occur with respect to his stock options or restricted stock units.
|
|
Cash
Termination Payment (1)($) |
|
Stock
Option Vesting (2)($) |
|
Restricted
Stock Unit Vesting (2)($) |
|
Performance
Share Unit Vesting (2)($) |
|
SERP &
Related Pension (1)($) |
|
Incentive
Compensation (2)($) |
|
Outplacement
(1)($) |
|
Legal &
Accounting Advisors (1)($) |
|
Medical,
Dental, Life Insurance (1)($) |
|
Total:
Change in Control (2)($) |
|
Excise
Tax Gross Up or Cutback (3)($) |
|
Total:
Change in Control Followed by Termination (1)($) |
|
Randall J. Hogan (4)
|
9,951,201
|
|
-
|
|
-
|
|
10,719,371
|
|
-
|
|
2,041,272
|
|
50,000
|
|
15,000
|
|
42,548
|
|
12,760,643
|
|
-
|
|
22,819,392
|
|
John L. Stauch
|
3,508,000
|
|
2,148,189
|
|
2,089,575
|
|
3,255,799
|
|
-
|
|
701,600
|
|
50,000
|
|
15,000
|
|
38,775
|
|
8,195,163
|
|
-
|
|
11,806,938
|
|
Beth A. Wozniak
|
1,746,000
|
|
1,881,170
|
|
1,858,012
|
|
1,309,458
|
|
803,460
|
|
388,000
|
|
48,500
|
|
15,000
|
|
27,665
|
|
5,436,640
|
|
-
|
|
8,077,265
|
|
Karl R. Frykman
|
2,139,238
|
|
814,395
|
|
774,419
|
|
1,309,458
|
|
1,273,033
|
|
388,000
|
|
48,500
|
|
15,000
|
|
37,659
|
|
3,286,272
|
|
2,853,899
|
|
9,653,601
|
|
John H. Jacko
|
1,435,500
|
|
126,931
|
|
685,296
|
|
308,867
|
|
595,699
|
|
282,750
|
|
43,500
|
|
15,000
|
|
37,934
|
|
1,403,844
|
|
(691,909
|
)
|
2,839,568
|
|
(1)
|
Triggered only upon a change in control and a termination of the executive officer by us other than for death, disability or cause or by the executive for good reason.
|
(2)
|
Triggered solely upon a change in control under the change in control agreement for Messrs. Hogan, Stauch, and Frykman, and under the Pentair plc 2012 Stock and Incentive Plan for Ms. Wozniak and Mr. Jacko. The amount shown for performance share units assumes target performance and includes the balance of any dividend equivalent units (rounded down to the nearest whole share).
|
(3)
|
For Messrs. Hogan, Stauch, and Frykman, reflects either the amount of the gross-up for excise taxes or a reduction mandated by the change in control agreement in the event that the excise tax on certain “parachute payments” can be avoided by reducing the amount of the payments by not more than
10%
. In place of a tax gross up for excise taxes, Ms. Wozniak's and Mr. Jacko's agreements provide that, if excise taxes would otherwise be imposed in connection with a change in control, the executive’s change in control compensation protections will be either cut back to a level below the level that would trigger the imposition of the excise taxes or paid in full and subjected to the excise taxes, whichever results in the better after-tax result to the executive.
|
(4)
|
Because Mr. Hogan is eligible for immediate or continued vesting upon retirement, no enhanced benefit would occur with respect to his stock options or restricted stock units.
|
u
|
our ordinary shares were valued at
$70.62
, the closing market price for our ordinary shares on the last trading day of
2017
;
|
u
|
outplacement services fees are
$50,000
or
10%
of annual base salary, whichever is less;
|
u
|
legal and accounting advisor fees are the maximum possible under the change in control agreements for each executive officer; and
|
u
|
medical, dental and life insurance coverage will continue until three years (for Mr. Hogan) or two years (for all other Named Executive Officers) after a change in control, in each case at the current cost per year for each executive.
|
u
|
the median of the annual total compensation of all employees of our company was reasonably estimated to be $
54,201
;
|
u
|
the annual total compensation of Mr. Hogan was $
14,325,887
.
|
u
|
Based on this information, the ratio of the annual total compensation of our chief executive officer to the median of the annual total compensation of all other employees is estimated to be
264
to 1.
|
Country
|
Total Employees
|
|
India
|
737
|
|
United Arab Emirates
|
63
|
|
South Africa
|
39
|
|
Saudi Arabia
|
6
|
|
Turkey
|
5
|
|
Kenya
|
4
|
|
u
|
the balance of our fixed and variable compensation in our executive officer compensation programs
|
u
|
the balance in our compensation programs between the achievement of short-term objectives and longer-term value creation
|
u
|
the mix of compensation forms within our long-term incentive compensation program
|
u
|
our use of multiple performance measures under our incentive compensation programs
|
u
|
the impact of these performance measures on our financial results
|
u
|
our use of performance curves that require achievement of a minimum level of performance before receiving any incentive payout
|
u
|
capped payouts under our incentive programs
|
u
|
our adoption of a clawback policy pursuant to which certain incentive compensation earned by our executive officers may be subject to recoupment
|
u
|
our stock ownership guidelines and equity holding policy
|
u
|
our adoption of an equity holding policy
|
|
RATIFY, BY NON-BINDING ADVISORY VOTE, THE
APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE INDEPENDENT AUDITOR OF PENTAIR PLC AND TO AUTHORIZE, BY BINDING VOTE, THE AUDIT AND FINANCE COMMITTEE OF THE BOARD OF DIRECTORS TO SET THE AUDITOR'S REMUNERATION |
|
þ
|
The Board recommends a vote
FOR
the ratification of the appointment of Deloitte &
Touche LLP as the independent auditor of Pentair plc and the authorization of the Audit and Finance Committee to set the auditor's remuneration |
EACH OF THE BOARD AND THE AUDIT AND FINANCE COMMITTEE RECOMMENDS A VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE INDEPENDENT AUDITOR OF PENTAIR PLC AND THE AUTHORIZATION OF THE AUDIT AND FINANCE COMMITTEE TO SET THE AUDITOR'S REMUNERATION.
|
|
|
2017
|
|
|
2016
|
|
||
Audit fees(1)
|
|
|
$12,716
|
|
|
|
$11,329
|
|
Audit-related fees(2)
|
|
277
|
|
|
845
|
|
||
Tax fees(3)
|
|
|
|
|
||||
Tax compliance and return preparation
|
|
626
|
|
|
1,202
|
|
||
Tax planning and advice
|
|
3,533
|
|
|
2,007
|
|
||
Total tax fees
|
|
4,159
|
|
|
3,209
|
|
||
Total
|
|
|
$17,152
|
|
|
|
$15,383
|
|
(1)
|
Consists of fees for audits of our consolidated annual financial statements and the effectiveness of internal controls over financial reporting, reviews of our quarterly financial statements, statutory audits, reviews of SEC filings, consents for registration statements and comfort letters in connection with securities offerings.
|
(2)
|
Consists of fees for due diligence, employee benefit plan audits and certain other attest services.
|
(3)
|
Consists of fees for tax compliance and return preparation and tax planning and advice.
|
u
|
reviewed and discussed our audited U.S. GAAP consolidated financial statements and Irish statutory financial statements for the year ended
December 31, 2017
with management;
|
u
|
discussed with Deloitte & Touche LLP, our independent registered public accounting firm, the matters required to be discussed by Auditing Standard No. 1301 and Rule 2-07 of SEC Regulation S-X; and
|
u
|
received the written disclosures and the letter from Deloitte & Touche LLP as required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent registered public accounting firm’s communications with the Audit and Finance Committee concerning independence, and discussed with Deloitte & Touche LLP their independence.
|
|
AUTHORIZE THE PRICE RANGE AT WHICH PENTAIR PLC
CAN RE-ALLOT SHARES IT HOLDS AS TREASURY SHARES UNDER IRISH LAW |
|
þ
|
The Board recommends a vote
FOR
the authorization of the price range at which Pentair plc can re-allot shares it holds as treasury shares under Irish law
|
1.
|
the maximum price at which a treasury share may be re-allotted off-market shall be an amount equal to
120%
of the ‘market price.’
|
2.
|
the minimum price at which a treasury share may be re-allotted off-market shall be the nominal value of the share where such a share is required to satisfy an obligation under any employee or director share or option plan operated by Pentair plc or, in all other cases, not less than
95%
of the ‘market price.’
|
3.
|
for the purposes of this resolution, the ‘market price’ shall mean the average closing price per ordinary share of Pentair plc, as reported on the New York Stock Exchange, for the
30
trading days immediately preceding the day on which the relevant share is re-allotted.
|
THE BOARD RECOMMENDS A VOTE “FOR” THE AUTHORIZATION OF THE PRICE RANGE AT WHICH PENTAIR PLC CAN RE-ALLOT SHARES IT HOLDS AS TREASURY SHARES UNDER IRISH LAW.
|
|
APPROVE THE REDUCTION OF THE MINIMUM NUMBER OF DIRECTORS FROM NINE TO SEVEN AND THE MAXIMUM NUMBER OF DIRECTORS FROM TWELVE TO ELEVEN
|
|
þ
|
The Board recommends a vote
FOR
approval of the reduction of the minimum number of directors from nine to seven and the maximum number of directors from twelve to eleven
|
THE BOARD RECOMMENDS A VOTE “FOR” APPROVAL OF THE REDUCTION OF THE MINIMUM NUMBER OF DIRECTORS FROM NINE TO SEVEN AND THE MAXIMUM NUMBER OF DIRECTORS FROM TWELVE TO ELEVEN.
|
Name of
Beneficial Owner |
Ordinary
Shares (1) |
|
|
Share
Units (2) |
|
Right to
Acquire within 60 days |
|
ESOP
Stock (3) |
|
Total
|
|
% of
Class (4) |
|
Glynis A. Bryan
|
17,309
|
|
|
5,067
|
|
51,436
|
|
—
|
|
73,812
|
|
|
|
Jerry W. Burris
|
23,770
|
|
|
—
|
|
34,236
|
|
—
|
|
58,006
|
|
|
|
Carol Anthony (John) Davidson
|
14,592
|
|
|
—
|
|
17,522
|
|
—
|
|
32,114
|
|
|
|
Jacques Esculier
|
4,933
|
|
|
—
|
|
2,243
|
|
—
|
|
7,176
|
|
|
|
Karl R. Frykman
|
33,390
|
|
|
—
|
|
124,688
|
|
1,905
|
|
159,983
|
|
|
|
Edward P. Garden
|
15,411,582
|
|
(5)
|
—
|
|
3,721
|
|
—
|
|
15,415,303
|
|
8.5
|
%
|
T. Michael Glenn
|
18,196
|
|
|
1,034
|
|
51,436
|
|
—
|
|
70,666
|
|
|
|
Theodore L. Harris
|
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
|
David H. Y. Ho
|
10,746
|
|
|
—
|
|
17,522
|
|
—
|
|
28,268
|
|
|
|
Randall J. Hogan
|
462,337
|
|
|
60,530
|
|
1,910,912
|
|
2,217
|
|
2,435,996
|
|
1.3
|
%
|
John H. Jacko
|
—
|
|
|
—
|
|
4,085
|
|
—
|
|
4,085
|
|
|
|
David A. Jones
|
10,804
|
|
|
29,325
|
|
34,236
|
|
—
|
|
74,365
|
|
|
|
Ronald L. Merriman
|
19,815
|
|
|
432
|
|
34,236
|
|
—
|
|
54,483
|
|
|
|
William T. Monahan
|
40,656
|
|
|
13,049
|
|
51,436
|
|
—
|
|
105,141
|
|
|
|
Matthew H. Peltz
|
—
|
|
(6)
|
—
|
|
—
|
|
—
|
|
—
|
|
|
|
Michael T. Speetzen
|
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
|
John L. Stauch
|
117,021
|
|
|
63,285
|
|
403,435
|
|
780
|
|
584,521
|
|
|
|
Billie I. Williamson
|
5,255
|
|
|
—
|
|
2,243
|
|
—
|
|
7,498
|
|
|
|
Beth A. Wozniak
|
1,583
|
|
|
—
|
|
34,575
|
|
65
|
|
36,223
|
|
|
|
Directors and executive officers as a group (18)
|
16,243,958
|
|
|
183,081
|
|
3,042,865
|
|
6,370
|
|
19,476,274
|
|
10.5
|
%
|
The Vanguard Group
(7)
|
16,602,635
|
|
|
—
|
|
—
|
|
—
|
|
16,602,635
|
|
9.1
|
%
|
Trian Fund Management, L.P.
(8)
|
15,410,685
|
|
|
—
|
|
—
|
|
—
|
|
15,410,685
|
|
8.5
|
%
|
State Street Corporation
(9)
|
9,667,553
|
|
|
—
|
|
—
|
|
—
|
|
9,667,553
|
|
5.3
|
%
|
BlackRock, Inc.
(10)
|
12,793,797
|
|
|
—
|
|
—
|
|
—
|
|
12,793,797
|
|
7.0
|
%
|
(1)
|
Unless otherwise noted, all shares are held either directly or indirectly by individuals possessing sole voting and investment power with respect to such shares. Beneficial ownership of an immaterial number of shares held by spouses or trusts has been disclaimed in some instances.
|
(2)
|
Represents for non-employee directors deferred share units held under our Compensation Plan for Non-Employee Directors. No director has voting or investment power related to these share units. Represents for executive officers restricted stock units, receipt of which was deferred by the executive officer under the company’s Non-Qualified Deferred Compensation Plan and over which the executive officers have no voting or investment power.
|
(3)
|
Represents shares owned as a participant in the RSIP/ESOP Plan. As of
March 5, 2018
, Fidelity Management Trust Company (“Fidelity”), the Trustee of the RSIP/ESOP Plan, held
1,815,314
ordinary shares (
1.0
%). Fidelity disclaims beneficial ownership of all shares. The RSIP/ ESOP Plan participants have the right to direct the Trustee to vote their shares, although participants have no investment power over such shares. The Trustee, except as otherwise required by law, votes the shares for which it has received no direction from participants, in the same proportion on each issue as it votes those shares for which it has received voting directions from participants.
|
(4)
|
Less than 1% unless otherwise indicated.
|
(5)
|
Includes
15,410,685
shares owned by certain funds and investment vehicles (the “Trian Funds”) managed by Trian Fund Management, L.P. (“Trian”), which is an institutional investment manager that files reports on Form 13F with the Securities and Exchange Commission. None of such shares are held directly by Mr. Garden. Of such shares, approximately [
__
] are currently held in the ordinary course of business with other investment securities owned by the Trian Funds in co-mingled margin accounts with a prime broker, which prime broker may, from time to time, extend margin credit to certain Trian Funds, subject to applicable federal margin regulations, stock exchange rules and credit policies. Mr. Garden is a member of Trian Fund Management GP, LLC, which is the general partner of Trian, and therefore is in a position to determine the investment and voting decisions made by Trian on behalf of the Trian Funds. Accordingly, Mr. Garden may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Exchange Act) the shares owned by the Trian Funds. Mr. Garden disclaims beneficial ownership of such shares for all other purposes.
|
(6)
|
Mr. Peltz is a Partner at Trian, which beneficially owns
15,410,685
ordinary shares of Pentair. Mr. Peltz disclaims beneficial ownership of the ordinary shares held by Trian.
|
(7)
|
Information derived from a Schedule 13G/A filed with the Securities and Exchange Commission on
February 8, 2018
. The address of The Vanguard Group is 100 Vanguard Boulevard, Malvern, PA 19355. As of
December 31, 2017
, The Vanguard Group had sole voting power for
232,158
ordinary shares, shared voting power for
35,421
ordinary shares, sole dispositive power for
16,340,299
ordinary shares and shared dispositive power for
262,336
ordinary shares.
|
(8)
|
Information derived from a Schedule 13D/A filed with the Securities and Exchange Commission on
May 18, 2017
and information provided to us by Trian. The address of Trian Fund Management, L.P. is 280 Park Avenue, 41st Floor, New York, NY 10017. As of
March 5, 2018
, Trian, in its capacity as the management company for the Trian Funds, had shared voting and dispositive power for
15,410,685
ordinary shares.
|
(9)
|
Information derived from a Schedule 13G filed with the Securities and Exchange Commission on
February 14, 2018
. The address of State Street Corporation is State Street Financial Center, One Lincoln Street, Boston, MA 02111. As of
December 31, 2017
, State Street Corporation had shared voting and dispositive power for
9,667,553
ordinary shares.
|
(10)
|
Information derived from a Schedule 13G/A filed with the Securities and Exchange Commission on
January 30, 2018
. The address of BlackRock, Inc. is 55 East 52nd Street, New York, NY 10055. As of
December 31, 2017
, BlackRock, Inc. had sole voting power for
11,125,420
ordinary shares and sole dispositive power for
12,793,797
ordinary shares.
|
u
|
By Internet:
You can vote over the Internet at
www.proxyvote.com
. For more information, follow the instructions in the Notice of Internet Availability of Proxy Materials or on the proxy card.
|
u
|
By Telephone:
You can vote by telephone from the United States or Canada by calling the telephone number in the Notice of Internet Availability of Proxy Materials or on the proxy card.
|
u
|
By Mail:
You can vote by mail by marking, signing and dating your proxy card or voting instruction form and returning it in the postage-paid envelope, which will be forwarded to Pentair plc’s registered address electronically. For more information, follow the instructions in the Notice of Internet Availability of Proxy Materials or on the proxy card.
|
u
|
At the Annual General Meeting:
If you plan to attend the Annual General Meeting and wish to vote your ordinary shares in person, we will give you a ballot at the meeting.
|
u
|
General:
You can vote by following the materials and instructions provided by your bank, broker or other custodian or nominee.
|
u
|
At the Annual General Meeting:
If you plan to attend the Annual General Meeting and wish to vote your ordinary shares in person, then you must obtain a legal proxy, executed in your favor, from the shareholder of record of your shares (i.e., your broker, bank or other custodian or nominee) and bring it to the Annual General Meeting.
|
u
|
By voting by Internet or telephone at a date later than your previous vote but prior to the voting deadline (which is 8:00 a.m. local time or 3:00 a.m. Eastern Daylight Time on
May 6, 2018
);
|
u
|
By mailing a proxy card that is properly signed and dated later than your previous vote and that is received prior to the voting deadline (which is 8:00 a.m. local time or 3:00 a.m. Eastern Daylight Time on
May 6, 2018
); or
|
u
|
By attending the Annual General Meeting and voting in person.
|
In millions, except per-share data
|
2017
|
|
|
2016
|
|
|
2015
|
|
|
2014
|
|
|
||||
Net sales
|
$
|
4,936.5
|
|
|
$
|
4,890.0
|
|
|
$
|
4,616.4
|
|
|
$
|
4,666.8
|
|
|
Operating income
|
680.8
|
|
|
700.7
|
|
|
616.1
|
|
|
538.5
|
|
|
||||
% of net sales
|
13.8
|
|
%
|
14.3
|
|
%
|
13.3
|
|
%
|
11.5
|
|
%
|
||||
Adjustments:
|
|
|
|
|
|
|
|
|
||||||||
Restructuring and other
|
30.7
|
|
|
20.6
|
|
|
42.4
|
|
|
63.1
|
|
|
||||
Separation costs
|
53.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
||||
Pension and other post-retirement mark-to-market loss (gain)
|
1.6
|
|
|
4.2
|
|
|
(23.0
|
)
|
|
31.5
|
|
|
||||
Intangible amortization
|
97.7
|
|
|
96.4
|
|
|
68.1
|
|
|
60.6
|
|
|
||||
Trade name and other impairment
|
32.0
|
|
|
13.3
|
|
|
—
|
|
|
—
|
|
|
||||
Inventory step-up and customer backlog
|
—
|
|
|
—
|
|
|
35.7
|
|
|
—
|
|
|
||||
Deal related costs and expenses
|
—
|
|
|
—
|
|
|
14.3
|
|
|
—
|
|
|
||||
Redomicile related expenses
|
—
|
|
|
—
|
|
|
—
|
|
|
10.3
|
|
|
||||
Equity income of unconsolidated subsidiaries
|
1.3
|
|
|
4.3
|
|
|
1.5
|
|
|
1.2
|
|
|
||||
Segment income
|
897.2
|
|
|
839.5
|
|
|
755.1
|
|
|
705.2
|
|
|
||||
Return on sales
|
18.2
|
|
%
|
17.2
|
|
%
|
16.4
|
|
%
|
15.1
|
|
%
|
||||
Net income from continuing operations—as reported
|
480.0
|
|
|
451.6
|
|
|
397.1
|
|
|
356.6
|
|
|
||||
Loss on sale of businesses
|
4.2
|
|
|
3.9
|
|
|
3.2
|
|
|
0.2
|
|
|
||||
Loss on early extinguishment of debt
|
101.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
||||
Amortization of bridge financing fees
|
—
|
|
|
—
|
|
|
10.7
|
|
|
—
|
|
|
||||
Adjustments to operating income
|
215.1
|
|
|
134.5
|
|
|
137.5
|
|
|
165.5
|
|
|
||||
Income tax adjustments
|
(153.0
|
)
|
|
(31.0
|
)
|
|
(30.9
|
)
|
|
(41.7
|
)
|
|
||||
Net income from continuing operations—as adjusted
|
$
|
647.7
|
|
|
$
|
559.0
|
|
|
$
|
517.6
|
|
|
$
|
480.6
|
|
|
Continuing earnings per ordinary share—diluted
|
|
|
|
|
|
|
|
|
||||||||
Diluted earnings per ordinary share—as reported
|
$
|
2.61
|
|
|
$
|
2.47
|
|
|
$
|
2.17
|
|
|
$
|
1.84
|
|
|
Adjustments
|
0.92
|
|
|
0.58
|
|
|
0.66
|
|
|
0.64
|
|
|
||||
Diluted earnings per ordinary share—as adjusted
|
$
|
3.53
|
|
|
$
|
3.05
|
|
|
$
|
2.83
|
|
|
$
|
2.48
|
|
|
In millions
|
2017
|
|
|
2016
|
|
|
2015
|
|
|
2014
|
|
|
||||
Net cash provided by (used for) operating activities of continuing operations
|
$
|
674.0
|
|
|
$
|
702.4
|
|
|
$
|
597.7
|
|
|
$
|
675.8
|
|
|
Capital expenditures
|
(70.9
|
)
|
|
(117.8
|
)
|
|
(91.3
|
)
|
|
(83.7
|
)
|
|
||||
Proceeds from sale of property and equipment
|
7.9
|
|
|
24.7
|
|
|
4.6
|
|
|
1.9
|
|
|
||||
Free cash flow from continuing operations
|
$
|
611.0
|
|
|
$
|
609.3
|
|
|
$
|
511.0
|
|
|
$
|
594.0
|
|
|
WIN RIGHT VALUES
|
|
|
WIN
|
|
|
|
RIGHT
|
|
|
||
|
|
|
|
|
|
|
|
|
||
|
CUSTOMER FIRST
We make it easy for customers to do business with Pentair and are tenacious about meeting customer commitments
|
|
POSITIVE ENERGY
We display a positive outlook and take responsibility for our impact on others
|
|
||||||
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
||
|
ACCOUNTABILITY FOR PERFORMANCE
We commit to high standards of performance and demonstrate personal ownership for getting the job done
|
|
RESPECT AND
TEAMWORK
We treat others with respect and openness; we collaborate and align with others for team success.
|
|
||||||
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
||
|
INNOVATION AND ADAPTABILITY
We actively pursue continuous improvement, adapting to changing circumstances and applying new ideas
|
|
ABSOLUTE
INTEGRITY
We are committed to honest and ethical business practices in our dealings with customers, business partners, investors, communities, and each other
|
|
||||||
|
|
|
|
|
1 Year Pentair Chart |
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