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Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the
Securities Exchange Act of 1934 (Amendment No.           )

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Pentair plc

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(3)3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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(1)		1)

Amount previously paid:Previously Paid:
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(4)Date Filed:

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GRAPHIC

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LETTER TO SHAREHOLDERS

3) Filing Party:

GRAPHIC
David A. Jones
Pentair Chairman of the Board

GRAPHIC

John L. Stauch
Pentair President and Chief Executive Officer

You are cordially invited to attend the Annual General Meeting of Shareholders of Pentair plc on Tuesday, May 4, 2021, at 8:00 a.m. Central Time. The Annual General Meeting of Shareholders will be held at Pentair's office in the United States located at 5500 Wayzata Blvd., Suite 900, Golden Valley, Minnesota 55416. The enclosed notice of annual general meeting and proxy statement describe the items of business that we will conduct at the meeting and also provide you with important information about Pentair plc, including our practices in the areas of corporate governance and executive compensation. We strongly encourage you to read these materials and then to vote your shares.

Our Board successfully navigated the challenges and opportunities of 2020

2020 presented unique challenges — and opportunities — to Pentair and all of our constituents. As the Company responded to the COVID-19 pandemic, our Board first prioritized the safety of our employees, customers and communities, as well as ensured the stability of our operations. The Board has received regular updates on the operational and financial impacts of the pandemic on our business.

As individuals and families spent more time at home, our Consumer Solutions businesses, led by our Pool business, had an opportunity to meet customer demand, and they did. The Board also guided our continued investments in digital infrastructure and innovation throughout Pentair to well-position Pentair for an eventually strengthened economy. Our employees rose to the challenges presented and demonstrated the enduring strength of our Win Right values and culture. As a result, we believe that coming out of the pandemic, we will emerge as an even stronger Pentair.

Our Board is leading our commitment to further advance our environmental, social and governance stewardship

Our Board is providing oversight and strategic direction of our social responsibility program to execute our ESG goals. In furtherance of these efforts, the Board reviewed the results of a comprehensive ESG assessment and identified areas of amplified focus, directed at improving the environment and making positive impacts for our employees, communities and our shareholders. To lead these efforts and achieve accelerated progress, the Board appointed one of our executive officers to serve in the additional role of Chief Social Responsibility Officer.

Our Board continues to refresh itself with new expertise and diversity

We believe our directors bring a well-rounded variety of diversity, skills, qualifications and experiences, and represent an effective mix of deep company knowledge and fresh perspectives. Five of our current directors joined the Board in the last three years. The diversity of perspectives represented on the Board allows us to effectively oversee our dynamic business.

Effective January 1, 2021, Gregory E. Knight joined our Board as an independent director, bringing significant executive leadership experience, including in the areas of customer care, digital transformation, information management and operations. With Gregg's appointment, we have further expanded the diversity on our Board, reflecting our commitment to inclusion and diversity at all levels of our company.

We remain committed to ensuring strong governance at Pentair, which is demonstrated through practices such as our independent board leadership, annual election of directors and providing shareholders with proxy access rights. On behalf of the entire Board, we thank you for your confidence in us. We value your investment, your input and your support.

4) Date Filed:GRAPHICGRAPHIC
David A. Jones
Pentair Chairman of the Board		John L. Stauch
Pentair President and CEO

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Pentair plc     3

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2018
Notice of Annual General Meeting and Proxy Statement

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LETTER TO SHAREHOLDERS

Randall J. Hogan
Chairman &
Chief Executive Officer

Dear Fellow Shareholders:

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.

The results we achieved reflect the strength of our people and the Pentair Integrated Management System, which provides the processes, methods and tools for continuous improvement. Our operating principles and Win Right Values continue to be critical to our growth and success. This foundation underscores our confidence in the future of Pentair and nVent.

When marking Pentair’s 50thanniversary last year, we reflected on the company’s evolution between 1966 and 2016. Pentair has grown into a world-class, global company. Today, we are proud to serve customers across the globe in more than 130 locations. Returning capital to our shareholders continued to be a priority in 2017, as the Board of Directors approved a 3% increase in our regular annual cash dividend, marking the 41st consecutive year that Pentair has increased its dividend. As we look ahead to 2018, we are keenly focused on executing on the opportunities that will deliver the most value for Pentair and our shareholders.


SEPARATION: NEXT LOGICAL STEP IN THE EVOLUTION OF PENTAIR

Our decision to create two standalone, industry-leading companies is a result of the success we have achieved in building our Water and Electrical businesses. Importantly, the separation will enable enhancedfocus- focused growth, focused asset allocation and differentiated, focused strategies for each company. Pentair and nVent will each benefit from well-recognized brands, attractive margin profiles, strong free cash flow generation and compelling opportunities for long-term, sustainable growth.

Although the separation is not yet complete, both companies have already embarked on their two distinct plans for growth. This has enabled both Pentair and nVent to accelerate execution of their strategic initiatives and direct capital investments in the areas expected to result in the highest value for shareholders. In short, with both companies well-positioned for growth and value creation, we believe this is a win-win for all of our stakeholders.

PENTAIR: A LEADING GLOBAL WATER COMPANY

Pentair will focus on smart, sustainable water and fluid processing applications to continue our legacy of developing real solutions that protect our planet and people. Pentair brings together nearly 10,000 employees with the ability to serve customers from more than 130 locations in 34 countries across six continents.

By designing, manufacturing and delivering innovative solutions, Pentair will continue to serve residential, commercial and industrial customers who place a premium on high quality water and fluids. Pentair will continue executing on its growth strategy by investing in the strengths that have led to its success: advancing its growth in pool and accelerating residential and commercial filtration. Pentair will accelerate investments in high-growth regions, including China and Southeast Asia.

NVENT: A HIGH-PERFORMANCE ELECTRICAL COMPANY

Our Electrical business has a long history of best-in-class innovation, and the new nVent will continue to build on this legacy. The name ‘nVent’ reflects Pentair’s legacy across its portfolio of brands that will serve as the foundation for the new company, including brand names CADDY, ERICO, Hoffman, Raychem, Schroff and Tracer.

By improving utilization, lowering costs and maximizing customer uptime, nVent will execute on its mission to connect and protect customers with inventive electrical solutions, create safer systems and ensure a more secure world. nVent will employ approximately 9,000 people globally, with its main U.S. offices in Minneapolis, Minnesota.

With industry-leading positions in industrial, commercial, residential, energy and infrastructure, nVent will continue to execute on its initiatives to improve customer experience and drive velocity with “One nVent”. With expanded offerings and an aligned strategy across the markets that it serves, nVent will drive growth in EMEA and other fast-growth regions.

MOVING TOWARDS THE FUTURE

I am inspired and motivated every day by the talent I see across the organization. I am honored to have led Pentair as CEO since 2001, and it has been remarkable to watch the company become more innovative, more global and more focused on customers each year.

What is clear to me today is that the future of Pentair is more exciting than its past, and we will benefit from a great generation of leaders taking us into tomorrow. I am pleased that two talented leaders from within the Pentair family will help continue our momentum by serving as the next generation of CEOs for Pentair and nVent. John Stauch will be the new CEO of Pentair and Beth Wozniak will be the CEO of nVent. I am grateful for the opportunity you gave me to lead Pentair these past 17 years. I look forward to serving as Chairman of nVent and continuing our journey together to realize our great potential.

The growth and success we have achieved together have paved the way for this next phase of our journey, and I thank all the dedicated people within Pentair who have delivered on our mission to serve our customers, who rely on our products, and who have trusted us and invested in our collective future.

This last year was one of new beginnings for all of us at Pentair and we could not be more excited about the road ahead.

Thank you for your continued trust and confidence in our company.

Randall J. Hogan

Pentair plc    03

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NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

To Be Held May 8, 20184, 2021

Our Annual General Meeting of Shareholders will be held at Claridge’s, Brook Street, Mayfair, London,Pentair's office in the United Kingdom, W1K4HR,States located at 5500 Wayzata Blvd., Suite 900, Golden Valley, Minnesota 55416, on Tuesday, May 8, 2018,4, 2021, at 8:00 a.m. local time,Central Time, to consider and vote upon the following proposals:

1.By separate resolutions, to re-elect the following director nominees:

a.If the Separation (as defined in this proxy statement) has occurred:

 
 
(i)

Mona Abutaleb Stephenson

(vi)

David A. Jones

(i)

(ii)

Glynis A. Bryan		(vi)
Matthew H. Peltz

(vii)		(ii)
Jacques Esculier(vii)
Michael T. Speetzen

(iii)

(iii)

T. Michael Glenn		(viii)

(viii)

John L. Stauch

(iv)

(iv)

Theodore L. Harris		(ix)

(ix)

Billie IdaI. Williamson

(v)

(v)		David A. Jones

Gregory E. Knight




2.
 
b.If the Separation (as defined in this proxy statement) has not occurred:
(i)Glynis A. Bryan(vii)Randall J. Hogan
(ii)Jerry W. Burris(viii)David A. Jones
(iii)Jacques Esculier(ix)Ronald L Merriman
(iv)Edward P. Garden(x)William T. Monahan
(v)T. Michael Glenn(xi)Billie Ida Williamson
(vi)David H. Y. Ho
2.
To approve, by non-bindingnonbinding, advisory vote, the compensation of the named executive officers.

3.
3.

To ratify, by non-bindingnonbinding, 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’sauditor's remuneration.

4.

To approve the Pentair plc Employee Stock Purchase and Bonus Plan, as amended and restated.
4.
5.

To authorize the Board of Directors to allot new shares under Irish law.

6.

To authorize the Board of Directors to opt-out of statutory preemption rights under Irish law.

7.

To authorize the price range at which Pentair plc can re-allot shares it holds as treasury shares under Irish law.

 
5.
To approve the reduction of the minimum number of directors from nine to seven and the maximum number of directors from twelve to eleven.
6.
To consider and act on such other business as may properly come before the Annual General Meeting or any adjournment.

Proposals 1, 2, 3 and 5 are ordinary resolutions, requiring the approval of a simple majority of the votes cast at the meeting. Proposal 4 is a special resolution, requiring the approval of not less than 75% of the votes cast.

Only shareholders of record as of the close of business on March 5, 2018
Proposals 1, 2, 3, 4 and 5 are ordinary resolutions, requiring the approval of a simple majority of the votes cast at the meeting. Proposals 6 and 7 are special resolutions, requiring the approval of not less than 75% of the votes cast.
Only shareholders of record as of the close of business on March 5, 2021 are entitled to receive notice of and to vote at the Annual General Meeting.

Whether or not you plan to attend, we encourage you to vote your shares by submitting a proxy as soon as possible, AND IN ANY EVENT AT LEAST 48 HOURS BEFORE THE ANNUAL GENERAL MEETING. IF YOU PLAN TO SUBMIT A PROXY, YOU MUST SUBMIT YOUR PROXY BY INTERNET OR TELEPHONE, OR YOUR PRINTED PROXY CARD MUST BE RECEIVED AT THE ADDRESS STATED ON THE CARD, BY NO LATER THAN 8:00 A.M. LOCAL TIME (3:00 A.M. EASTERN DAYLIGHT TIME) ON MAY 6, 2018.
By Internet
You can vote over the Internet at
www.proxyvote.com.
By Telephone
You can vote by telephone from the United States or Canada by calling the telephone number in the Notice of Internet Availability of Proxy Materials or on the proxy card.
By Mail
You can vote by mail by marking, signing and dating your proxy card or voting instruction form and returning it in the postage-paid envelope, which will be forwarded to Pentair plc’s registered address electronically.
Vote in Person
If you plan to attend the Annual General Meeting and wish to vote your ordinary shares in person, we will give you a ballot at the meeting.Meeting.

GRAPHIC

If you are a shareholder entitled to attend and vote at the AnnualGeneralAnnual General Meeting, you are entitled to appoint a proxy or proxies to attend, speak and vote on your behalf. A proxy need not be a shareholder. If you wish to appoint as proxy any person other than the individuals specified on the proxy card, please contact our Corporate Secretary at our registered office.

At the Annual General Meeting, management will review Pentair plc's affairs and will also present Pentair plc's Irish Statutory Financial Statements for the fiscal year ended December 31, 2020 and the report of the statutory auditors thereon.

By Order of the Board of Directors,

Angela D. Jilek,Karla C. Robertson,Secretary

March 23, 201819, 2021

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on May 8, 2018.4, 2021. The Annual Report, Notice of Annual General Meeting, Proxy Statement, and Irish Statutory Financial Statements and Related Reports are available by Internet atwww.proxyvote.com.

Shareholders in Ireland may participate in the Annual General Meeting by audio link at the offices of Arthur Cox LLP, Ten Earlsfort Terrace, Dublin 2, D02 T380, Ireland, at 8:2:00 a.m.p.m. local time. See “Questions"Questions and Answers About the Annual General Meeting and Voting”Voting" for further information on participating in the Annual General Meeting in Ireland.

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04    20184     2021 Proxy Statement

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PROXY STATEMENT FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS OF PENTAIR PLC TO BE HELD ON TUESDAY, MAY 8, 2018

Pentair plc    05

Table of Contents

PROXY SUMMARY

PROXY STATEMENT FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS
OF PENTAIR PLC TO BE HELD ON TUESDAY, MAY 4, 2021

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Pentair plc     5

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PROXY SUMMARY

This summary highlights information contained elsewhere in this proxy statement.Proxy Statement. This summary does not contain all of the information you should consider, and you should read the entire proxy statementProxy Statement before voting.

THE SEPARATION

VOTING MATTERS


Proposal



Board Vote
Recommendation




Vote Required



Page Reference
1. Re-Elect Director Nominees FOR each nominee Majority of votes cast 9
​​​ ​​ ​​ ​​
2. Approve, by Nonbinding, Advisory Vote, the Compensation of the Named Executive Officers FOR Majority of votes cast 28
​ ​​ ​​​​ ​​
3. Ratify, by Nonbinding, Advisory Vote, the Appointment of the Independent Auditor and Authorize, by Binding Vote, the Audit and Finance Committee to Set the Auditor's Remuneration FOR Majority of votes cast 61
​ ​​ ​​​​ ​​
4. Approve the Pentair plc Employee Stock Purchase and Bonus Plan, as amended and restated FOR Majority of votes cast 64
​ ​​ ​​​​ ​​
5. Authorize the Board of Directors to Allot New Shares FOR Majority of votes cast 68
​ ​​ ​​​​ ​​
6. Authorize the Board of Directors to Opt-Out of Statutory Preemption Rights FOR 75% of votes cast 69
​ ​​ ​​​​ ​​
7. Authorize the Price Range at which Pentair Can Re-allot Treasury Shares FOR 75% of votes cast 71

On May 9, 2017, we announced that our Board of Directors (“Board”) approved a plan to separate our Water business and Electrical business into two independent, publicly-traded companies (the “Separation”). The Separation is expected to occur through a tax-free spin-off of the Electrical business, nVent Electric plc (“nVent”), to Pentair shareholders. Completion of the Separation is subject to certain customary conditions, including, among other things, final approval of the transaction by our Board, receipt of tax opinions and rulings and effectiveness of appropriate filings with the Securities and Exchange Commission. We are targeting April 30, 2018 for completion of the Separation; however, there can be no assurance regarding the ultimate timing of the Separation or that the Separation will be completed. Accordingly, the Annual General Meeting may occur before or after the Separation.

DIRECTOR NOMINEES

​​ ​ ​ ​ ​ Committee Memberships
​ ​​​ ​​​ ​​​ ​​​ ​​​​​​ ​​​
 ​Name​Age​Director
Since
​		Independent​Audit and
Finance
​		Compensation​Governance
 ​Mona Abutaleb Stephenson​58​2019​✓​·​ ​ 
​​​ ​​ ​​ ​​ ​​​​ ​​
 ​Glynis A. Bryan​62​2003​✓​GRAPHIC​ ​ 
​ ​​ ​​ ​​ ​​​​ ​​ ​​
 ​T. Michael Glenn​65​2007​✓​ ​GRAPHIC​·
​ ​​ ​​ ​​​​ ​​ ​​ ​​
 ​Theodore L. Harris​56​2018​✓​ ​·​·
​ ​​ ​​ ​​​​ ​​ ​​ ​​
 ​David A. Jones (Chairman)​71​2003​✓​ ​·​·
​​​ ​​ ​​ ​​ ​​​​ ​​
 ​Gregory E. Knight​53​2021​✓​·​ ​ 
​ ​​ ​​​​ ​​ ​​ ​​ ​​
 ​Michael T. Speetzen​51​2018​✓​·​ ​ 
​ ​​ ​​​​ ​​ ​​ ​​ ​​
 ​John L. Stauch​56​2018​ ​ ​ ​ 
​​​ ​​ ​​ ​​ ​​​​ ​​
 ​Billie I. Williamson​68​2014​✓​ ​·​GRAPHIC
​ ​​ ​​​​ ​​ ​​ ​​ ​​

·

committee member

GRAPHIC

committee chair

VOTING MATTERS

ProposalBoard Vote
Recommendation		Vote RequiredPage Reference
1.Re-Election of Director Nominees     FOReach nominee     Majority of votes cast     13
2.Advisory Vote on the Compensation of Named Executive OfficersFORMajority of votes cast32
3.Ratify the Appointment of Independent Auditor and the Audit and Finance Committee to Set the Auditor’s RemunerationFORMajority of votes cast66
4.Authorize the Price Range at which Pentair Can Re-allot Treasury SharesFOR75% of votes cast69
5.Approve the Reduction of the Minimum Number of Directors and the Maximum Number of DirectorsFORMajority of votes cast70

DIRECTOR DASHBOARD

At the Annual General Meeting, management will review Pentair plc’s affairs and will also present Pentair plc’s Irish statutory financial statements for the fiscal year ended December 31, 2017 and the report of the statutory auditors thereon.GRAPHIC

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PROXY SUMMARY

BOARD AND GOVERNANCE HIGHLIGHTS

Director Nominees

CORPORATE GOVERNANCE STRENGTHS

If the Separation has occurred prior to the Annual General Meeting, the following proposed director nominees will be re-elected:

Committee Memberships
Name     Age     Director
Since		     Independent     Audit and
Finance		     Compensation     Governance
Glynis A. Bryan592003✓
Jacques Esculier582014✓●
T. Michael Glenn622007✓●
Theodore L. Harris53Separation✓●
David A. Jones(Chairman)682003✓●●
Matthew H. Peltz35Separation✓●●
Michael T. Speetzen48Separation✓●
John L. Stauch53Separation
Billie Ida Williamson652014✓●

● committee member

 committee chair

If the Separation has not occurred prior to the Annual General Meeting, the following proposed director nominees will be re-elected:

Committee Memberships
Name    Age    Director
Since		    Independent    Audit and
Finance		    Compensation    Governance
Glynis A. Bryan592003✓
Jerry W. Burris542007✓●●
Jacques Esculier582014✓●
Edward P. Garden562016✓●●
T. Michael Glenn622007✓●
David H.Y. Ho582007✓●
Randall J. Hogan621999
David A. Jones682003✓●
Ronald L. Merriman732004✓●
William T. Monahan(Lead Director)702001✓●●
Billie Ida Williamson652014✓●

● committee member

 committee chair

Pentair plc     07

GRAPHICIndependent Board Leadership, via an independent, non-executive Chairman of the Board and all independent directors on committees

GRAPHIC

Annual Election of Directors

GRAPHIC

Majority Voting, the vote requirement for director elections, except in the case of a contested election

GRAPHIC

Proxy Access, available to shareholders who meet certain ownership, retention and other requirements set forth in our Articles of Association
GRAPHICShare Ownership Guidelines, establishes meaningful minimum share ownership levels for directors and executives with a transition period for new appointments

GRAPHIC

Company Strategy, reviewed and monitored throughout the year by the Board

GRAPHIC

Board and Committee Self-Assessments, conducted annually

GRAPHIC

Related Person Transactions Policy, designed to avoid conflicts of interest

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PROXY SUMMARY

Board Overview

Directors are chosen with a view to bringing to the Board a variety of rich financial and management experience and backgrounds and establishing a core of business advisers with financial and management expertise.

If the Separation has occurred prior to the Annual General Meeting, the proposed director nominees shall be represented as follows:

If the Separation has not occurred prior to the Annual General Meeting, the proposed director nominees shall be represented as follows:

EXECUTIVE COMPENSATION HIGHLIGHTS

These executive compensation highlights should be read in connection with the Executive Compensation section of this Proxy Statement, including the Compensation Discussion and Analysis section (see page 34).

2017 marked another milestone year in the evolution of Pentair. Shortly after completing the sale of our Valves & Controls business to Emerson Electric Company, we announced our intent to separate into two publicly traded companies, which is expected to occur in the second quarter of 2018. Mr. Hogan, our Chairman & CEO, also announced his decision to retire at the time of the Separation.

The market environment improved in 2017 and significant restructuring and operating actions taken in 2016 led to solid year-over-year income and margin gains. Margin expansion resulted in improved profitability. We increased EPS by 6%, adjusted EPS by 16%, and segment income by 7%. We also converted 94% of our adjusted net income to free cash flow, or 100% when excluding a tax settlement. Organic growth also returned, as our investments in growth gained traction. Finally, proceeds related to the sale of our Valves & Controls business helped to significantly strengthen our balance sheet and liquidity position, enabling us to pursue the separation of the Water and Electrical businesses into two industry leading, pure-play companies with strong financial profiles.

The separation of the Water and Electrical businesses will provide additional focus, while scaled investments are intended to accelerate the growth of both businesses. Both companies will operate in great markets and are expected to benefit from industry leading positions and strong brands. The Pentair Integrated Management System (PIMS) will continue to serve as the standard operating model in both companies. Leadership teams are in place and we are excited about the opportunity to create significant value for our customers, employees and shareholders.

08     2018 Proxy Statement

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PROXY SUMMARY

When Mr. Hogan retires from Pentair, having led the company for over 17 years, he will leave a lasting legacy. Over his tenure, Mr. Hogan transformed the business from a portfolio of businesses into a disciplined operating company, creating remarkable value for our shareholders in the process. During Mr. Hogans tenure, Pentair’s market capitalization has grown by 1,003% while delivering a total shareholder return of 721%.

We approached 2017 with cautious optimism and this was reflected in our pay treatment of our named executive officers. Mr. Hogan’s base salary, annual incentive and long-term incentive targets were substantially unchanged from 2016 to 2017. In fact, base salaries for all Named Executive Officers were frozen for 2017. Strong Free Cash Flow and improved Income from Growth exceeded our goals significantly resulting in above target annual incentive payments for 2017 (see Annual Incentive Compensation discussion on page 41), and a 29% increase in our 2017 total shareholder return led to increased realizable pay for Mr. Hogan and our Named Executive Officers. In 2017, our executive pay programs were once again closely aligned with the interests of our shareholder and our business results, as they have been historically.

Compensation Committee Actions in Anticipation of Separation

The Compensation Committee of the Pentair Board of Directors has already taken a number of steps to prepare for the separation of our Electrical and Water businesses. We are targeting April 30, 2018 for the completion of the Separation. In anticipation of the Separation, the Committee has taken the following actions:

►

Selected New Executive Compensation Comparator Groups- The Committee worked with its external compensation consultant to develop updated comparator groups for both companies, each of which will reflect their post-Separation business focus and size. The resulting peer groups were reviewed and approved by the Committee for 2018.

►

Established New Pay Ranges for Executive Officers- The Committee also asked its independent compensation consultant to establish 2018 pay ranges for executive officers that reflect the industry focus and size of the new businesses. The resulting pay ranges guided compensation decisions for the executive officers for 2018 in each of our new businesses, aligning their pay with peers, industry norms and company size.

►

Replaced Legacy Key Executive Employment and Separation Agreements (KEESA)- The Committee also is requiring that all outstanding legacy KEESAs be replaced at the time of the Separation with the new form of KEESA adopted by Pentair for any new hires since 2015. These KEESAs replace single-trigger vesting of cash and equity awards upon a change in control with double-trigger vesting and also eliminate excise tax gross-ups.

►

Separated 2018 Incentive Plans- The Committee requested that separate annual and long-term incentive plans be established for the Electrical and Water businesses at the beginning of the 2018 fiscal year. While the Separation is targeted to be completed on April 30, 2018, the Committee wanted to ensure that the respective management teams were focused on their respective business goals for the entire year.

►

Validated 2018 Performance Measures- The Committee expects to continue to use annual and long-term incentive measures focused on profit, growth, cash flow and return on equity. All of these measures are directly aligned with how we measure performance across both businesses.

►

Eliminated Flexible Perquisite Allowance- Beginning on January 1, 2018, all executive officers who will continue to remain with our Electrical and Water businesses are no longer eligible for the Flexible Perquisite Allowance that was previously offered.FISCAL 2020 EXECUTIVE COMPENSATION DECISIONS

The Compensation Committees of both businesses will continue to closely review and evaluate the effectiveness of their respective executive compensation programs. Our pay-for-performance philosophy and desire to closely align the interest of our management teams with those of our shareholders, will continue to guide executive compensation decisions as we continue to prepare for the separation of our Electrical and Water businesses.

Pentair plc     09

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PROXY SUMMARY

Our Compensation Philosophy

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

The Committee’s specific objectives include:charts below illustrate the approximate targeted mix of fixed, annual, and long-term incentive compensation we provided in 2020 to our Chief Executive Officer and our other executive officers who are named in the Summary Compensation Table below (the "Named Executive Officers" or "NEOs"). These charts also illustrate the approximate amount of target direct compensation considered at risk.

►

to motivate and reward executives for achieving financial and strategic objectives;

►

to align management and shareholder interests by encouraging employee stock ownership;

►

to provide rewards commensurate with individual and company performance;

►

to encourage growth and innovation; and

►

to attract and retain top-quality executives and key employees.

To balance these objectives,GRAPHIC

Shareholder support of our executive compensation program uses the following direct compensation elements:

►

base salary, to provide fixed compensation competitive in the marketplace;

►

annual incentive compensation, to reward short-term performance against specific financial targets and individual goals; and

►

long-term incentive compensation, to link management incentives to long-term value creation and shareholder return.

The Compensation Committee reviews total compensation for executive officers and the relative levels of each of these forms of compensation against the Committee’s goals. The mix of total direct compensation for 2017 for our CEO and the average of the other Named Executive Officers is shown in the chart below.

SHAREHOLDER OUTREACH AND RESPONSE TO 2017 SAY ON PAY VOTE

In April 2017, one proxy advisory firm recommended that shareholders vote against approving the compensation of our Named Executive Officerswas reflected in our annual advisory shareholder vote (our “say2020 "say on pay vote”) at our 2017 Annual General Meeting. As a result of this disappointing recommendation, we reached out to shareholders to gain additional insight and to provide themvote" with clarifying information enabling them to make an informed decision on the say on pay vote. Shareholders ultimately supported our say on pay vote on May 9, 2017, with approximately 76%95% of votes cast in favor.

Our 2017 shareholder outreach included 21favor of our largest shareholders representing 62% of our outstanding shares. These shareholders either arranged for individual discussions with us or provided us with feedback that they did not require a meeting. The purpose ofproposal. In 2020, the outreach was to better understand shareholder perspectives and evaluate any concerns regarding our executive compensation program. Our Lead Director and Compensation Committee Chair participated inmaintained the majority of changes adopted over the calls with our investors. Shareholderlast number of years, which reflected the Committee's focus on pay for performance, shareholder feedback, and suggestions onindustry and market practices. In addition, the Committee approved compensation for our executivenew Named Executive Officers, adopted an Executive Officer Severance Plan, and approved annual incentive and long term incentive payouts.

This summary of fiscal 2020 compensation program were shareddecisions should be read in connection with "Executive Compensation" below, including "Compensation Discussion and discussed with the Compensation Committee and the entire Board. We found the robust shareholder engagement process to be valuable and intend to continue it.Analysis" (see page 30).

​

10     2018 Proxy StatementPentair plc     7

Table of Contents

PROXY SUMMARY

A majority of the investors we spoke with were supportive of our executive compensation program. We listened to and considered the suggestions and opinions our investors shared on how to further enhance our executive compensation program. While shareholders have different points of view, several key themes emerged, supporting changes the Compensation Committee adopted in 2017:

Pay-for-Performance

Themes
►

The Company’s executive compensation program demonstrates a true pay-for-performance linkage and shareholder alignment.

►

The CEO’s and other Named Executive Officers’ compensation should be appropriately risk-based, balancing annual and long-term performance.

►

Goal setting should support the achievement of strategic business goals and creation of shareholder value.


Actions Taken Considering Our Shareholders’ Feedback
►

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.

►

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

Themes
►

Annual incentive plan measures of operating income and free cash flow are well aligned with shareholder interests.

►

Free cash flow measure is particularly valued because it reflects the quality of our earnings stream.

►

Reward profitable growth, not growth at any cost.


Actions Taken Considering Our Shareholders’ Feedback
►

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 41).

►

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

Themes
►

Greater portion of long-term compensation should be performance-vested equity.

►

Adjusted EPS viewed as a measure closely tied to creation of shareholder value, but suggestion to add a return and/or relative performance measure.

►

Disclosure of performance goals in year of grant.

►

CEO and other Executive Officer stock ownership highly valued.


Actions Taken Considering Our Shareholders’ Feedback
►

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.

►

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 43).

►

Performance goals disclosed for adjusted EPS and return on equity (ROE) performance share units in the year of grant.

Pentair plc     11

Table of Contents

TABLE OF CONTENTS

TABLE OF CONTENTS


3LETTER TO SHAREHOLDERS
4NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
5PROXY STATEMENT FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS OF PENTAIR PLC TO BE HELD ON TUESDAY, MAY 8, 20184, 2021
6PROXY SUMMARY
139PROPOSAL 1 RE-ELECT DIRECTOR NOMINEES
1410Vote Requirement
15Directors Standing for Re-Election
2315Director Independence
2315Director Qualifications; Diversity and Tenure
2416Shareholder Recommendations, Nominations and Proxy Access
2517ESG OVERVIEW
18CORPORATE GOVERNANCE MATTERS
2518The Board’sBoard's Role and Responsibilities
2621Board Structure and Processes
2823Committees of the Board
2924Attendance at Meetings
2924Director Compensation
3228EXECUTIVE COMPENSATION
3228PROPOSAL 2 APPROVE, BY NON-BINDINGNONBINDING, ADVISORY VOTE, THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS
3329Vote Requirement
33COMPENSATION COMMITTEE REPORT
3430COMPENSATION DISCUSSION AND ANALYSIS
3430Overview of Compensation Program and Objectives
3531Our Executive Compensation Committee Actions in AnticipationProgram
312020 Highlights and Business Results
33Evolution of SeparationExecutive Compensation Program
34Shareholder Outreach and Say on Pay
352017 Business Results
38Shareholder Outreach and Response to 2017 Say on Pay Vote
39Comparative Framework
403520172020 Compensation Program Elements
4035Base Salaries
4136Annual Incentive Compensation
42382020 Long-Term Incentive Compensation
40Perquisites and Other Personal Benefits
43402017 Long-Term Incentive Compensation
44Prior Long-Term Incentive Grants
45Stock Ownership Guidelines
4641Equity Holding Policy
4642Clawback Policy
4742Policy Prohibiting Hedging and Pledging
4742Retirement and Other Benefits
4843Severance and Change-in-ControlChange in Control Benefits
4844Impact of Tax Considerations
4944Compensation Consultant
5045Evaluating the Chief Executive Officer’sOfficer's Performance
5045Equity Award Practices

5146EXECUTIVE COMPENSATION TABLES
5146Summary Compensation Table
5348Grants of Plan-Based Awards In 2017in 2020
5449Outstanding Equity Awards at December 31, 20172020
565120172020 Option Exercises and Stock Vested Table
575120172020 Pension Benefits
59532020 Nonqualified Deferred Compensation Table
6054Potential Payments Upon Termination or Change in Control
6559Pay Ratio
6560Risk Considerations in Compensation Decisions
6661PROPOSAL 3 RATIFY, BY NON-BINDINGNONBINDING, 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’SAUDITOR'S REMUNERATION
6662Vote Requirement
67Audit and Finance Committee Pre-approvalPre-Approval Policy
6762Fees Paid to the Independent Auditors
6863AUDIT AND FINANCE COMMITTEE REPORT
6964PROPOSAL 4 APPROVE THE PENTAIR PLC EMPLOYEE STOCK PURCHASE AND BONUS PLAN, AS AMENDED AND RESTATED
68PROPOSAL 5 AUTHORIZE THE BOARD OF DIRECTORS TO ALLOT NEW SHARES UNDER IRISH LAW
69PROPOSAL 6 AUTHORIZE THE BOARD OF DIRECTORS TO OPT-OUT OF STATUTORY PREEMPTION RIGHTS UNDER IRISH LAW
71PROPOSAL 7 AUTHORIZE THE PRICE RANGE AT WHICH PENTAIR PLC CAN RE-ALLOT SHARES IT HOLDS AS TREASURY SHARES UNDER IRISH LAW
6972Vote RequirementSECURITY OWNERSHIP
7073PROPOSAL 5 APPROVE THE REDUCTION OF THE MINIMUM NUMBER OF DIRECTORS FROM NINE TO SEVEN AND THE MAXIMUM NUMBER OF DIRECTORS FROM TWELVE TO ELEVEN
70Vote Requirement
71SECURITY OWNERSHIP
72SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
73QUESTIONS AND ANSWERS ABOUT THE ANNUAL GENERAL MEETING AND VOTING
7677SHAREHOLDER PROPOSALS AND NOMINATIONS FOR THE 20192022 ANNUAL GENERAL MEETING OF SHAREHOLDERS
7678IRISH DISCLOSURE OF SHAREHOLDER INTERESTS
777820172020 ANNUAL REPORT ON FORM 10-K
7778REDUCE DUPLICATE MAILINGS
78A-1APPENDIX A –— RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES
B-1APPENDIX B — PENTAIR PLC EMPLOYEE STOCK PURCHASE AND BONUS PLAN, AS AMENDED AND RESTATED

12     2018

​

8     2021 Proxy Statement

Table of Contents

PROPOSAL
1		RE-ELECT DIRECTOR NOMINEES
  The Board recommends a voteFOR each Director nominee
 

Upon completion of the Separation, Mr. Hogan will retire as Pentair’s Chairman and Chief Executive Officer, resign as a Pentair director and join the board of directors of nVent, serving as Chairman of nVent. Additionally, upon completion of the Separation, Messrs. Burris, Garden, Ho, Merriman and Monahan will resign as directors of Pentair and Messrs. Burris, Ho, Merriman and Monahan will join the board of directors of nVent. The re-election of Messrs. Burris, Garden, Ho, Hogan, Merriman and Monahan will only be effective if the Separation has not occurred prior to the Annual General Meeting. If the Separation has not occurred prior to the Annual General Meeting, Messrs. Burris, Garden, Ho, Hogan, Merriman and Monahan, if re-elected, will continue to serve as directors of Pentair and will resign from our Board at such time as the Separation is complete. The re-election of Messrs. Harris, Peltz, Speetzen and Stauch are contingent upon the completion of the Separation and will only be effective if the Separation has occurred prior to the Annual General Meeting.

​

PROPOSAL 1

GRAPHIC


Our Board currently has twelvenine members. Upon completion of the Separation, theThe size of our Board is expectedlimited to be reduced to nineno fewer than seven and no more than eleven members, with Messrs. Burris, Garden, Ho, Hogan, Merriman and Monahan resigning, and Messrs. Harris, Peltz, Speetzen and Stauch joining our Board.Board believes that any size in this range is appropriate. On the recommendation of the Governance Committee, our Board has nominated the nine director nominees named in the resolutions below, all of whom are current directors for re-election for a one-year term expiring on completion of the 20192022 Annual General Meeting. If any of the director nominees should become unable to accept election, theyour proxy or proxies named on the proxy card may vote for other persons selected by the Board. Other than the resignations related to the completion of the Separation discussed above, managementManagement has no reason to believe that any of the director nominees named abovebelow will be unable to serve theirhis or her full term if elected. Carol Anthony (John) Davidson, who has served as a director of Pentair since 2012, will retire from the Board effective as of the earlier of the completion of the Separation or the conclusion of the Annual General Meeting.

Biographies of the director nominees follow. These biographies include for each director their ageshis or her age (as of the date of the filing of this Proxy Statement); theirhis or her business experience; the publicly heldhis or her directorships in public companies and some other organizations of which they are, or havebeen within the past five years, directors;years; and a discussion of the specific experience, qualifications, attributes or skills that led to the conclusion that each should serve as a director.

The resolutionsGregory E. Knight is standing for election by our shareholders for the first time. In December 2020, Mr. Knight was appointed by our Board to serve as a director effective January 1, 2021. Mr. Knight was identified as a potential candidate for our Board by an independent search firm who assisted the Governance Committee in respect of Proposals 1(a)identifying and 1(b) are ordinary resolutions. The effectiveness of the resolutions in respect of Proposal 1(a) and Proposal 1(b) is mutually exclusive and dependent upon whether or not the Separation has occurred before the date of this Annual General Meeting.evaluating potential candidates.

The text of the resolutions inwith respect ofto Proposal 1(a)1 is as follows:

“1(a)"IT IS RESOLVED,by separate resolutions subject to and conditioned upon the Separation (as defined in this proxy statement) having occurred on or before May 8, 2018, to re-elect the following nine director nominees for a term expiring on completion of the 20192022 Annual General Meeting:

(i)Mona Abutaleb Stephenson(vi)Gregory E. Knight
(ii)Glynis A. Bryan(vi) Matthew H. Peltz
(ii) Jacques Esculier(vii)Michael T. Speetzen
(iii)T. Michael Glenn(viii)John L. Stauch
(iv)Theodore L. Harris(ix)Billie IdaI. Williamson.”"
(v)David A. Jones

The text of the resolutions in respect of Proposal 1(b) is as follows:

“1(b)IT IS RESOLVED,by separate resolutions, subject to and conditioned upon the Separation (as defined in this proxy statement) not having occurred on or before May 8, 2018, to re-elect the following eleven director nominees for a term expiring on completion of the 2019 Annual General Meeting:THE BOARD RECOMMENDS A VOTE "FOR" RE-ELECTION OF EACH DIRECTOR NOMINEE.

(i) Glynis A. Bryan(vii) Randall J. Hogan
(ii) Jerry W. Burris(viii) David A. Jones
(iii) Jacques Esculier(ix) Ronald L. Merriman
(iv) Edward P. Garden(x) William T. Monahan
(v) T. Michael Glenn(xi) Billie Ida Williamson.”
(vi) David H.Y. Ho
​

Pentair plc     139

Table of Contents

PROPOSAL 1

Vote Requirement​

Under our Articles of Association, the election of each director requires the affirmative vote of a majority of the votes cast in person or by proxy at the Annual General Meeting. A nominee who does not receive a majority of the votes cast inan uncontested election will not be elected to our Board. Your proxies cannot be voted for a greater number of persons than the number of nominees named in this Proxy Statement.

THE BOARD RECOMMENDS A VOTE “FOR” RE-ELECTION OF EACH DIRECTOR NOMINEE.

14     2018 Proxy Statement

Table of Contents

PROPOSAL 1

DIRECTORS STANDING FOR RE-ELECTION

Glynis A. Bryan

Age:59
Director Since:2003
Committee Served:
►Audit and Finance (Chair)
Committee Effective Upon Separation:
►Audit and Finance (Chair)


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.Mona Abutaleb Stephenson


Jerry W. Burris
Age:54
Director Since:2007
Committee Served:
►Compensation
►Governance


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)

Pentair plc     15

Table of Contents

PROPOSAL 1

Jacques Esculier
Age:58
Director Since:2014
Committee Served:
      ►Audit and Finance
Committee Effective Upon Separation:
      ►Audit and Finance


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
Age:56
Director Since:2016

Committee Served:
      ►Compensation
      ► Governance


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)

16     2018 Proxy Statement

Table of Contents

PROPOSAL 1

T. Michael Glenn
Age:62
Director Since:2007
Committee Served:
      ►Governance (Chair)
      ► Compensation
Committee Effective Upon Separation:
      ►Compensation (Chair)
      ► Governance


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
Age:53
Director Since:Effective Upon Separation
Committee Effective Upon Separation:
      ►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)

Pentair plc     17

Table of Contents

PROPOSAL 1

David H. Y. Ho
Age:58
Director Since:2007
Committee Served:
      ►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
Director Since:1999
Age:  58


Biography
Director Since: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  2019

Committee Served:

►Audit 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)Finance

 PHOTO
​ ​​

18Biography

Ms. Abutaleb Stephenson has been the Chief Executive Officer of Medical Technology Solutions, LLC, a provider of technology solutions for the healthcare industry, since 2019. From 2013 to 2018, Proxy StatementMs. Abutaleb was the Chief Executive Officer of mindSHIFT Technologies, Inc., an IT outsourcing/managed services and cloud services provider. From 2006 to 2013, Ms. Abutaleb served as President and Chief Operating Officer of mindSHIFT. In 2012, mindSHIFT was acquired by Best Buy Co., Inc. and then later, in 2014, was acquired by Ricoh Company, Ltd., a leading provider of document management solutions, IT services, printing, digital cameras and industrial systems. Ms. Abutaleb also served as Senior Vice President of Ricoh USA from 2015 to 2017 and Executive Vice President of Ricoh Global Services from 2017 to 2018.

Table of ContentsSkills & Qualifications

PROPOSAL 1Ms. Abutaleb has significant executive leadership experience, including in the areas of technology, cyber risk management and strategic planning. Ms. Abutaleb's experience serving on the board of a company operating in a highly regulated industry contributes to her experience overseeing governance and risk.

Other Public Board Service:

Sandy Spring Bancorp, Inc. (2015–present)

Glynis A. Bryan

David A. Jones
Age:68  62

Director Since:2003

Committee Served:

      ►Compensation (Chair)
►    GovernanceAudit and Finance (Chair)

PHOTO
​ ​​

Biography

Since 2007, Ms. Bryan has been the Chief Financial Officer of Insight Enterprises, Inc., a leading provider of information technology products and solutions to clients in North America, Europe, the Middle East and the Asia-Pacific region. Between 2005 and 2007, Ms. Bryan was the Executive Vice President and Chief Financial Officer of Swift Transportation Co., a holding company that operates the largest fleet of truckload carrier equipment in the United States. Between 2001 and 2005, Ms. Bryan was the Chief Financial Officer of APL Logistics, the supply-chain management arm of Singapore-based NOL Group, a logistics and global transportation business. Prior to joining APL, Ms. Bryan spent 16 years with Ryder System, Inc., a truck leasing company where Ms. Bryan served as Senior Vice President and Chief Financial Officer of Ryder Transportation Services from 1999 to 2000.

Skills & Qualifications

Ms. Bryan has extensive global financial and accounting experience in a variety of business operations along with significant leadership experience. Ms. Bryan's institutional knowledge of Pentair, her global perspective, and her logistics expertise allow her to make significant contributions to the Board.

Other Public Board Service:

Pinnacle West Capital Corporation (2020–present)

​

10     2021 Proxy Statement

Table of Contents

​

PROPOSAL 1

​

T. Michael Glenn

Committee Effective Upon Separation:
      ►Compensation
      ► Governance
Age:  65


Biography
Director Since: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.Served:

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)Compensation (Chair)

►Governance

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Biography

Mr. Glenn serves as the Chair of our Compensation Committee. Mr. Glenn served as a Senior Advisor to Oak Hill Capital Partners, a private equity firm, from 2017 to August 2020. Since 2017, Mr. Glenn also has served on the board of directors of Lumen Technologies, Inc. (formerly CenturyLink, Inc.), a global communications and information technology services company, including as Chairman of the board of directors since May 2020. In 2019, Mr. Glenn was appointed to the board of directors of Safe Fleet Holdings, LLC, a provider of integrated safety platforms for fleets. From 1998 until his retirement in 2016, Mr. Glenn served as the Executive Vice President-Market Development and Corporate Communications of FedEx Corporation, a global provider of supply chain, transportation, business and related information services. From 2000 to 2016, Mr. Glenn also served as President and Chief Executive Officer of FedEx Corporate Services, responsible for all marketing, sales, customer service and retail operations functions for all FedEx Corporation operating companies, including FedEx Office.

Skills & Qualifications

Mr. Glenn brings extensive strategic, marketing and communications experience to our Board from his service as one of the top leaders at FedEx Corporation. He has been an active participant in the development of our strategic plans and a strong proponent for strengthening our branding and marketing initiatives.

Other Public Board Service:

Lumen Technologies, Inc. (2017–present); Level 3 Communications, Inc. (2012–2017); Renasant Corporation (2008–2012); Deluxe Corporation (2004–2007)

Theodore L. Harris

Ronald L. Merriman
Age:73  56

Director Since:2004  2018

CommitteeCommittees Served:

►Compensation

►Governance

►Audit and Finance
(former; term ended
December 31, 2020)

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Biography

Since 2015, Mr. Harris has been the Chief Executive Officer and a Director of Balchem Corporation, a provider of specialty performance ingredients and products for the food, nutritional, feed, pharmaceutical, medical sterilization and industrial industries. Since 2017, Mr. Harris has served as Chairman of Balchem Corporation's board of directors. Prior to joining Balchem, Mr. Harris spent 11 years at Ashland, Inc., a global specialty chemical provider in a wide variety of markets and applications, including architectural coatings, adhesives, automotive, construction, energy, food and beverage, personal care, and pharmaceutical. Mr. Harris served in a variety of senior management positions at Ashland, Inc., serving most recently as Senior Vice President and President, Performance Materials, from 2014 to 2015. Prior to this position, from 2011 to 2014, Mr. Harris served as Senior Vice President and President, Performance Materials & Ashland Supply Chain, and prior to that, Vice President and President, Performance Materials & Ashland Supply Chain. Between 1993 and 2004, Mr. Harris served in a variety of senior level roles for FMC Corporation, a global provider of crop-protection products, where he last served as General Manager of the Food Ingredients Business.

Skills & Qualifications

Mr. Harris brings to our Board broad managerial, international, operational, financial and sales experience, as well as his track record of developing worldwide marketing strategies and his strong connectivity to consumer end markets.

Other Public Board Service:

Balchem Corporation (2015–present)

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PROPOSAL 1

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David A. Jones

Age:  71


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.Since:  2003

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.Committees Served:

Other Public Board Service:
►Aircastle Limited (2006–present); Realty Income Corporation (2005–present); Haemonetics Corporation (2005–2017)Compensation

►Governance

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Pentair plc     19

TableBiography

Mr. Jones serves as the Chairman of Contentsthe Board. Since 2008, Mr. Jones has been Senior Advisor to Oak Hill Capital Partners, a private equity firm. In 2017, Mr. Jones was appointed to the board of directors of Checkers Drive-In Restaurants, Inc., a leading national restaurant chain, from 2016 to October 2019, Mr. Jones served on the board of directors of Imagine! Print Solutions, a provider of in-house marketing solutions, and from 2012 to October 2020, Mr. Jones served on the board of directors of Earth Fare, Inc., one of the largest natural food retailers in the U.S., all of which are privately owned by Oak Hill Capital Partners. Between 1996 and 2007, Mr. Jones was Chairman and Chief Executive Officer of Spectrum Brands, Inc. (formerly Rayovac Corporation), a global consumer products company with major businesses in batteries, lighting, shaving/grooming, personal care, lawn and garden, household insecticide, and pet supply product categories. Mr. Jones also served in leadership roles with Rayovac, Spectrum Brands, Thermoscan, The Regina Company and Electrolux Corp.

Skills & Qualifications

PROPOSAL 1Mr. Jones' extensive management experience with both public and private companies and private equity, coupled with his global operational, financial, and mergers and acquisitions expertise, have given the Board invaluable insight into a wide range of business situations. Mr. Jones has served on each of our Board Committees, which allows him to bring to the Board insight into a wide range of business and governance situations.

Other Public Board Service:

Dave & Buster's Entertainment, Inc. (2010–2016); The Hillman Group (2010–2014); Simmons Bedding Company (2000–2010); Spectrum Brands, Inc. (1996–2007); Tyson Foods, Inc. (1995–2005)

Gregory E. Knight

William T. Monahan
Age:70  53

Director Since:2001  2021

Committee Served:

      ►Compensation
►    GovernanceAudit and Finance

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Biography

Mr. Knight serves as the Executive Vice President, Customer Transformation and Business Services of CenterPoint Energy, Inc., an energy delivery company. He was the Chief Customer Officer, US Energy and Utilities, of National Grid US, an energy delivery company, from 2019 until August 2020. Mr. Knight served at CenterPoint Energy, Inc. as Senior Vice President and Chief Customer Officer, Utility and Commercial Businesses from 2014 to 2019 and Division Vice President, Customer Services from 2009 to 2014. Mr. Knight also previously served in management positions at Ricoh Americas from 2004 to 2009, Reliant retail energy from 2001 to 2004, Allen Knight Inc. from 2000 to 2001 and Verizon from 1992 to 2000.

Skills & Qualifications

Mr. Knight brings to our Board a strong background in customer care and experience in both business to business and business to customer environments, as well as experience in digital transformation, information technology and operations.

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PROPOSAL 1

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Michael T. Speetzen

Age:  51


Biography
Director Since:Mr. Monahan serves as our Lead Director. In 2006, Mr. Monahan served as a director  2018

Committee Served:

►Audit 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)Finance

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Biography

Since January 2021, Mr. Speetzen has served as the Interim Chief Executive Officer of Polaris Inc., a global powersports leader with a product line-up that includes side-by-side and all-terrain off-road vehicles, motorcycles, boats, and snowmobiles. Mr. Speetzen served as Executive Vice President, Finance and Chief Financial Officer of Polaris from 2015 to 2020. From 2011 to 2015, Mr. Speetzen was Senior Vice President, Finance and Chief Financial Officer of Xylem Inc., a leading global water technology equipment and service provider. Prior to joining Xylem, Mr. Speetzen served as Vice President and Chief Financial Officer of ITT Fluid and Motion Control from 2009 to 2011, Chief Financial Officer for the StandardAero division of the private equity firm Dubai Aerospace Enterprise Ltd. from 2007 to 2009, and various positions of increasing responsibility in the finance functions at Honeywell International, Inc. and General Electric Company.

Skills & Qualifications

Mr. Speetzen brings to our Board extensive financial experience and knowledge of global markets and transacting international business.

John L. Stauch

Matthew H. Peltz
Age:35  56

Director Since:Effective Upon Separation  2018

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Biography

Mr. Stauch is the President and Chief Executive Officer of Pentair plc having previously served as Chief Financial Officer of Pentair from 2007 to 2018. Prior to joining Pentair, Mr. Stauch served as Chief Financial Officer of the Automation and Control Systems unit of Honeywell International Inc. from 2005 to 2007. Previously, Mr. Stauch served as Chief Financial Officer and Information Technology Director of PerkinElmer Optoelectronics and various executive, investor relations and managerial finance positions within Honeywell International Inc. and its predecessor AlliedSignal Inc. from 1994 to 2005. Mr. Stauch serves as a Director of Deluxe Corporation, where he is currently Chair of the Audit Committee and a member of the Finance Committee.

Skills & Qualifications

Mr. Stauch brings to our Board extensive knowledge of Pentair as our President and Chief Executive Officer and former Chief Financial Officer and extensive experience as a financial executive with many aspects of public company strategy and operations.

Other Public Board Service:

Deluxe Corporation (2016–present)

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PROPOSAL 1

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Committee Effective Upon Separation:
      ►Compensation
      ► GovernanceBillie I. Williamson

Age:  68


Biography
Director Since: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.  2014

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.Committees Served:

Other Public Board Service:
►The Wendy’s Company (2015-present)Governance (Chair)

►Compensation

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20     2018Biography

Ms. Williamson serves as Chair of our Governance Committee. Ms. Williamson has over three decades of experience auditing public companies as an employee and partner of Ernst & Young LLP. From 1998 to 2011, Ms. Williamson served Ernst & Young as a Senior Assurance Partner. Ms. Williamson was also Ernst & Young's Americas Inclusiveness Officer, a member of its Americas Executive Board, which functions as the Board of Directors for Ernst & Young dealing with strategic and operational matters, and a member of the Ernst & Young U.S. Executive Board responsible for partnership matters for the firm.

Skills & Qualifications

Ms. Williamson brings to our Board extensive financial and accounting knowledge and experience, including her service as a principal financial officer and an independent auditor to numerous Fortune 250 companies and her professional training and standing as a Certified Public Accountant, as well as her broad experience with SEC reporting and governance matters.

Other Public Board Service:

Cushman & Wakefield plc (2018–present); Kraton Corporation (2018–present); XL Group Ltd. (2018); CSRA Inc. (2015–2018); Janus Capital Group Inc. (2015–2017); Exelis Inc. (2012–2015); Annie's Inc. (2012–2014)

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PROPOSAL 1

Michael T. Speetzen​
Age:48
Director Since:Effective Upon Separation
Committee Effective Upon Separation:
      ►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 Optoelectronics 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)

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PROPOSAL 1

Billie Ida Williamson
Age:65
Director Since:2014
Committee Served:
      ►Audit and Finance
Committee Effective Upon Separation:
      ►Governance (Chair)
      ► 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)

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PROPOSAL 1

DIRECTOR INDEPENDENCE

The Board, based on the recommendation of the Governance Committee, determines the independence of each director based upon the New York Stock Exchange ("NYSE") listing standards and the categorical standards of independence included in our Corporate Governance Principles. Based on these standards, the Board has affirmatively determined that all of our non-employee director nomineesdirectors (i.e., Ms.Mses. Abutaleb, Bryan, Ms.and Williamson and Messrs. Burris, Esculier, Garden, Glenn, Harris, Ho, Jones, Merriman, Monahan, PeltzKnight, and Speetzen) are independent and have no material relationship with us (including our directors and officers) that would interfere with their exercise of independent judgment. The Board has affirmatively determined that Randall J. Hogan (Chief Executive Officer) and John L. Stauch, (Senior Viceour President and Chief Financial Officer) areExecutive Officer, is the only director who is not independent.

In determining independence, our Board and Governance Committee consider circumstances where a director serves as an employee of another company

that is a customer orsupplier.or supplier. The Board and Governance Committee have reviewed each of these relationships, which are set forth below. In every case, the relationship involves sales to or purchases from the other company that, for each of 2015 through 2017,2018, 2019, and 2020, were (a) less than the greater of $1 million or 2% of that organization’sorganization's consolidated gross revenues during each of 2017, 20162018, 2019, and 2015;2020; and (b) not of an amount or nature that impeded the director’sdirector's exercise of independent judgment.

Director

Relationship(s) Considered
Ms. Bryan Chief Financial Officer, Insight Enterprises, Inc.
Mr. Esculier​​Chief Executive Officer of WABCO Holdings, Inc.​
Mr. GlennSenior 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. JonesSenior Advisor, Oak Hill Capital Partners
​ ​​
Mr. JonesSenior Advisor, Oak Hill Capital Partners
​ ​​
Mr. SpeetzenInterim Chief Executive Officer, Polaris Inc.
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DIRECTOR QUALIFICATIONS; DIVERSITY AND TENURE

The Governance Committee and the Board recognize that the Board’sBoard's contributions and effectiveness depend on the character and abilities of each director individually as well as on their collective strengths. Accordingly, the Governance Committee and the Board evaluate candidates based on several criteria. Directors are chosen with a view to bringing to the Board a varietydiversity of experienceskills, qualifications, experiences, perspectives and backgroundsbackgrounds. In this regard, the Governance Committee considers diversity of age, gender, race, ethnicity and establishingother characteristics. The Governance Committee and the Board seek to establish a core of strategic and business advisers with financial and management expertise. The Committeeexpertise, and the Board also consider candidates with substantial experience outside the business community, such as in the public, academic or scientific communities. In addition, the Governance Committee and the Board consider the tenure of incumbent directors, with the goal of having a mix of shorter-tenured directors who provide fresh perspectives and longer-tenured directors who provide experienceinstitutional knowledge regarding our company and itsour business.

When considering candidates for election as directors, the Governance Committee and the Board are guided by the following principles, found in our Corporate Governance Principles:

►
►
at least a majority of the Board must consist of independent directors;
►each director should be chosen without regard to gender, sexual orientation, race, religion or national origin;
►each director should be an individual of the highest character and integrity and have an inquiring mind, vision and the ability to work well with others;
►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;
►each director should possess substantial and significant experience that could be important to us in the performance of his or her duties;
►each director should have sufficient time available to devote to our affairs; and
►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.

Our policies on director qualifications emphasize our commitment to diversity at the Board level – diversitymust consist of independent directors;

►
each director should be an individual of the highest character and integrity and have an inquiring mind, vision and the ability to work well with others;
►
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;
►
each director should possess substantial and significant experience that could be important to us in the performance of his or her duties;
►
each director should have sufficient time available to devote to our affairs; and
►
each director should have the capacity and desire to represent the balanced, best interests of the shareholders as a whole and not onlyprimarily the interests of gender, sexual orientation, race, religiona special interest group or national origin but also diversity of experience, expertiseconstituency and training. be committed to enhancing long-term shareholder value.

The Governance Committee in the first instance is charged with observing these policies, and strives in reviewing each candidate to assess the fit of his or her qualifications with the needs of the Board and our company at that time, given the then current mix of directors’directors' attributes. Board composition, effectiveness and processes are all subject areas of our annual Board self-assessment, which is described in more detail below under “Board"Board and Committee Self-Assessments.”"

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PROPOSAL 1

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SHAREHOLDER RECOMMENDATIONS, NOMINATIONS AND

SHAREHOLDER RECOMMENDATIONS, NOMINATIONS AND PROXY ACCESS

Our Corporate Governance Principles provide that the Governance Committee will consider persons properly recommended by shareholders to become nominees for election as directors in accordance with the criteria described above under “Directors"Director Qualifications; Diversity and Tenure.”" Recommendations for consideration by the Governance Committee, together with appropriate biographical information concerning each proposed nominee, should be sent in writing to c/o Corporate Secretary, Pentair plc, 43Regal House, 70 London Wall,Road, Twickenham, London, EC2M 5TF,TW1 3QS, United Kingdom.

Our Articles of Association set forth procedures to be followed by shareholders who wish to nominate candidates for election as directors in connection with an Annual General Meeting. All such nominations must be accompanied by certain background and other information specified in the Articles of Associationand Association and

submitted within the timing requirements set forth in the Articles of Association. See “Shareholder"Shareholder Proposals and Nominations for the 20192022 Annual General Meeting”Meeting of Shareholders" below for more information.

In addition, eligible shareholders may under certain circumstances be able to nominate and include in our proxy materials a specified number of candidates for election as directors under the proxy access provisions in our Articles of Association. All such nominations must be accompanied by certain background and other information specified in our Articles of Association and submitted within the timing requirements set forth in our Articles of Association. See “Shareholder"Shareholder Proposals and Nominations for the 20192022 Annual General Meeting of Shareholders”Shareholders" below for more information.

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ESG OVERVIEW

As a leading provider of water treatment and sustainable solutions and with a foundation of Win Right values, we recognize that the work we do and the products and services we provide improve lives and the environment around the world. Pentair strives to be a positive influence on the social and environmental issues of today. As we progress, we are committed to building on our Win Right values and culture by further contributing to the development of a sustainable and responsible society that we believe will also drive our future growth. We are focused on further integrating our environmental, social, and governance (ESG) goals throughout our business by creating broad accountability for our social responsibility strategy and creating shared commitments and targets. In 2020, Pentair completed a formal ESG assessment to identify ESG topics of importance to our shareholders, customers, suppliers, employees, and communities. Through engagement with these stakeholders, internal business leaders, and subject matter experts, we identified ESG goals designed to culminate into targets to further our commitment to social responsibility.

GRAPHIC

Environmental

We are focused on reducing our impact on climate change by reducing greenhouse gas emissions while increasing energy and water use efficiency measures throughout our operations. We also seek to continue reducing waste from operations; increase reuse and recycling; support the use of sustainable, renewable natural resources; and design products that facilitate environmental sustainability.

Social

We are focused on enhancing our efforts to engage our suppliers, customers and employees by augmenting our supplier code of conduct. We are also focused on continuing our employee engagement efforts, and executing on our inclusion and diversity strategies and initiatives. We also remain committed to providing a safe workplace for all our employees.

Governance

We are focused on our culture of Winning Right and compliance, including delivering for our customers on product safety and regulatory compliance. We are also focused on creating value for our shareholders with accountability for performance.

We have published an annual corporate responsibility report that has reported on ESG and our accomplishments. In addition, we established a formal social responsibility program to further advance our social responsibility goals. Karla Robertson, our EVP, General Counsel, and Secretary, was appointed to the additional role of Chief Social Responsibility Officer. She leads Pentair's social responsibility program with oversight and strategic direction provided by our Board of Directors and its Governance Committee.

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CORPORATE GOVERNANCE MATTERS

THE BOARD'S ROLE AND RESPONSIBILITIES

Our Response to the Pandemic

In March 2020, the World Health Organization declared the COVID-19 outbreak a pandemic. The COVID-19 pandemic has continued to spread throughout the United States and the world, with the continued potential for significant impact. The effects of the COVID-19 pandemic have had, and may continue to have, an unfavorable impact on certain parts of our business. From the earliest signs of the outbreak we have taken proactive action to protect the health and safety of our employees, customers, and suppliers. We have enacted rigorous safety measures in our sites, including implementing social distancing protocols, implementing working from home arrangements for those employees who do not need to be physically present on the manufacturing floor and do not provide manufacturing-support activities, suspending travel, extensively and frequently disinfecting our workspaces, conducting temperature monitoring at our facilities, and providing or accommodating the wearing of facial coverings by those employees who must be physically present in their workplace and where facial coverings are required by local government orders. We expect to continue to implement these measures until we determine that the COVID-19 pandemic is adequately contained for purposes of our business, and we may take further actions as government authorities require or recommend or as we determine to be in the best interests of our employees, customers, and suppliers.

In response to the pandemic, Pentair has also done the following:

►
Implemented a broad and effective crisis response
►
Established a COVID-19 Core Response Team, with oversight by the Executive Team and Board of Directors
►
Built a globally aligned pandemic response plan with standardized site-level Exposure Control Plans covering among other things:

•
Standard process on social distancing, barriers and facial coverings
►
Implemented a telework policy for employees able to work from home
►
Developed and optimized a case tracking system
►
Deployed a controlled visitor access policy across our sites
►
Established and updated a COVID-19 Information Hub on our employee intranet site, providing employees with updated information, protocols and guidance
►
Established travel, field work and meeting safety protocols and guidance and provided employee training on the protocols
►
Continuously reviewed customer needs and re-balanced lines and staffing levels to mitigate business impact to customers and mitigate the effects of COVID-19 related supply chain disruptions
►
Deployed a global shelter in place/government decree review process to ensure compliance with various dynamic government orders
►
Offered enhanced employee support including: COVID-19 pay assistance, expanded telemedicine access, and a third-party professional partnership on COVID case management, contact tracing and testing
►
Provided information and resources on vaccines

For more discussion of the impact of the COVID-19 pandemic on our business, please see our Annual Report on Form 10-K for the fiscal year ended December 31, 2020 (the "Form 10-K") filed with the Securities and Exchange Commission (the "SEC").

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CORPORATE GOVERNANCE MATTERS

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THE BOARD’S ROLE AND RESPONSIBILITIES

Risk Oversight

The Board is responsible for general oversight of our risk management. The Board focuses on the most significant and material risks facing us and helps to ensure that management develops and implements controls and appropriate risk mitigation strategies.

At the direction of ourthe Board, we have instituted an enterprise-wide risk management systemprocess that identifies potential exposure to assess, monitor and mitigate risks that arise in the course of our business. The Board has determined that the Board as a whole, and not a separate committee, will oversee our enterprise risk management process. Each of our Board Committees has historically focused and continues to focus on specific risks within theirits respective areas ofresponsibility, but the Board believes that the overall enterprise risk management process is more properly overseen byarea of responsibility

and regularly reports to the full Board. The Board uses our enterprise-wide risk management system as a key tool for understanding the risks facing us as well as assessing whether management's processes, procedures and practices for mitigating those risks are effective. Our chief financial officer and general counsel areGeneral Counsel is the primary personnelperson responsible to the Board in the planning, assessment and reporting of our risk profile.profile and this risk management system. The Board reviews and discusses an assessment of and a report on our risk profile on a regular basis.basis, including reports on strategic, operational, financial, cybersecurity, information technology, and legal and regulatory compliance risks.

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CORPORATE GOVERNANCE MATTERS

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Oversight inof Company Strategy

At least once per year, the Board and senior management engage in an in-depth strategic review of the Company’sour company's outlook and strategiesstrategy, which is designed to create long-termshareholderlong-term shareholder value and serves as

the foundation upon which goals are established. Throughout the year, the Board thenreviews our strategy and monitors management’smanagement's progress against such goals.

Oversight inof Succession Planning

The Board views theirits role in succession planning and talent development as a key responsibility. At least once annually,per year, usually as part of the annual talent review process, the Board discusses and reviews the succession plans for the Chief Executive Officer position and other executive officers and key contributors. The Directors becomeBoard becomes familiar with potentialsuccessorspotential

successors for key management positions through various means, including annual talent reviews, presentations to the Board, and communications outside of meetings. Our succession planning process is an organization-wide practice designed to proactively identify, develop and retain the leadership talent that is critical for our future business success.

Communicating with Shareholders and Other Stakeholders

We believe that maintaining an active dialogue with our shareholders is important to our long-term success. We value the opinions of our shareholders and other stakeholders and welcome their views throughout the year on key issues. During 2017,2020, we continued our shareholder outreach onefforts with respect to corporate governance, executive compensation and corporate governance matters. Our 2017 shareholder outreach included 21 ofESG matters by initiating communications with our largest shareholders representing 62%a majority of our outstanding shares. The majority of shareholders with whom we spoke supported our corporate governance

practices and executive compensation program, and shareholders have expressed their support for our ESG initiatives. If you wish to communicate with the Board, non-managementnon-employee directors as a group, or any individual director, including the Lead Director,Chairman, you may send a letter addressed to the relevant party, c/o Corporate Secretary, Pentair plc, 43Regal House, 70 London Wall,Road, Twickenham, London, EC2M 5TF,TW1 3QS, United Kingdom. Any such communications will be forwarded directly to the relevant addressee(s).

Policies and Procedures Regarding Related Person Transactions

Our Board has adopted written policies and procedures regarding related person transactions. For purposes of these policies and procedures:

►a “related person”
►
a "related person" means any of our directors, executive officers or 5% shareholders or any of their immediate family members; and
►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 $50,000, and in which a related person had or will have a direct or indirect material interest.

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our directors, executive officers, or 5% shareholders or any of their immediate family members; and
►
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 $50,000, and in which a related person had or will have a direct or indirect material interest.

Potential related person transactions must be disclosed in the manner required in our Articles of Association and be brought to the attention of the Governance Committee directly or to the General Counsel for transmission to the Governance Committee. Disclosure to the Governance Committee should occur before, if possible, or as soon as practicable after the related person transaction is effected, but in any event as soon as practicable after the executive officer or director becomes aware of the

related person transaction. The Committee’sGovernance Committee's decision whether to approve or ratify a related person transaction is to be made in light of a number of factors, including the following:

►

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;

►

whether there are demonstrable business reasons for us to enter into the related person transaction;

►

whether the related person transaction could impair the independence of a director under our Corporate Governance Principles’ standards for director independence; and

►

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.

►
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;
►
whether there are demonstrable business reasons for us to enter into the related person transaction;
►
whether the related person transaction could impair the independence of a director under our Corporate Governance Principles' standards for director independence;
►
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; and
​

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​
►
the direct or indirect nature of the interest of the director or executive officer in the transaction, the ongoing nature of the relationship, and any other factors the Governance Committee deems relevant.

We had no related person transactions during 2017.2020. To our knowledge, no related person transactions are currently proposed.

BOARD STRUCTURE AND PROCESSES

BOARD STRUCTURE AND PROCESSES

We and our Board are committed to the highest standards of corporate governance and ethics. As part of this commitment, the Board has adopted a set of Corporate Governance Principles that sets outforth our policies on:

►

selection and composition of the Board;

►

Board leadership;

►

Board composition and performance;

►

responsibilities of the Board;

►

the Board’s Relationship to senior management;

►

meeting procedures;

►

Committee matters; and

►

succession planning and leadership development.

►
selection and composition of the Board;
►
Board leadership;
►
Board composition and performance;
►
responsibilities of the Board;
►
the Board's relationship to senior management;
►
meeting procedures;
►
committee matters; and
►
succession planning and leadership development.

The Board regularly reviews and, if appropriate, revises the Corporate Governance Principles and other governance instruments, including the charters of its Audit and Finance, Compensation, and Governance Committees, in accordance with rules of the SECSecurities and Exchange Commission ("SEC"), the NYSE.NYSE and Irish law. The Board has also adopted a Code of Business Conduct and Ethics that applies to all of our employees, contractors, directors and has designated it as the code of ethics forexecutive officers, including our Chief Executive Officer and senior financial officers.

Copies of these documents are available, free of charge, on our website at http:https://www.pentair.com/en/about-us/leadership/corporate-governance.en-us/about/corporate-governance.html.

Board Leadership Structure

We do not have a policy requiring the positions of Chairman of the Board and Chief Executive Officer to be held by different persons. Rather, the Board has the discretion to determine whether the positions should be combined or separated. Since 2002,2018, the positions of Chief Executive Officer and Chairman of the Board have been separated.

Mr. Stauch is our Chief Executive Officer, has also been the Chairman of the Board. The Board believes that this leadership structure has historically worked well for several reasons, among them:

►

We historically have had a super-majority of independent directors, with our Chief Executive Officer the only employee serving as a director since 2007.

►

Since 2003 – more than 14 years – an independent member of the Board has served as our Lead Director (see below).

►

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.

►

Our independent directors meet in executive session without the Chief Executive Officer present at every regular meeting of the Board.

►

Our annual Board assessment process addresses issues of Board structure and director performance.

However, our Board has determined that in connection with Mr. Stauch becoming our Chief Executive Officer upon completion of the Separation, it would be appropriate to separate the positions of Chairman of the Board and Chief Executive Officer. Upon completion of the Separation, Mr. Jones, an independent member of the Board, will serveserves as Chairman of the Board. Our Lead Director is selected each year by our independent directors. Mr. Monahan has served as our Lead Director since 2008. The role of the Lead DirectorChairman is to provide independent leadership to the Board, act as liaison between and among the non-employee directors and

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our company, and to seek to ensure that the Board operates independently of management. The Lead Director’sChairman's principal responsibilities include:

►

chairing the Board in the absence of the Chief Executive Officer;

►

presiding over all executive sessions of the Board;

►

in conjunction with the Chairman of the Compensation Committee, reporting to the Chief Executive Officer on the Board’s annual review of his performance;

►

in conjunction with the Chairman of the Board, approving the agenda for Board

►
leading meetings including scheduling to assure sufficient time for discussion of all agenda items;

►

in conjunction with the Chairman of the Board and Committee Chairs, ensuring an appropriate flow of information to the Directors;

►

holding one-on-one discussions with individual directors where requested by directors or the Board; and

►

carrying out other duties as requested by the Board.

Given that after the Separation we will have an independent member of our Board as Chairman of the Board;

►
presiding over all executive sessions of the Board;
►
in conjunction with the Chair of the Compensation Committee, reporting to the Chief Executive Officer on the Board's annual review of his performance;
►
approving the agenda for Board we will no longer have a Lead Director.meetings, including scheduling to assure sufficient time for discussion of all agenda items;
►
in conjunction with the Committee Chairs, ensuring an appropriate flow of information to the Board;
►
holding one-on-one discussions with individual directors where requested by directors or the Board; and
►
carrying out other duties as requested by the Board.
​

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​

Board and Committee Self-Assessments

The Board annually conducts a self-assessment of the Board and each Committee. Thecommittee in addition to verbal assessments conducted in independent executive session at the end of Board and committee meetings. In 2020, the annual assessment process consistsconsisted of individual meetings with the Chairman and each director

to discuss his or her assessment of the Board, and a written evaluation of the Board and each committee by its members comprising both quantitative scoring and narrative comments on a range of topics, including the composition and structure of the Board, the type and frequency of communications and information provided to the Board and the Committees, the Board’s effectiveness in carrying out its functions and responsibilities, the effectiveness of the Committee structure, directors’ preparation andparticipation in the meetings and the values and culture displayed by the Board members. including:

GRAPHIC

The written evaluation responses arewere compiled by a third party andparty. The committee results were shared with each committee Chair who each led a discussion of the assessment at the following regular committee

meeting. The results of the written Board evaluations were shared with the Lead DirectorChairman of the Board and Governance Committee Chair who leadled a discussion of the assessment results at the following Board meeting.

In addition, a verbal assessment is conducted in independent executive session at the end of every Board and Committee meeting.

Board Education

Board education is an ongoing, year-round process, which begins when a director joins our Board. Upon joining our Board, new directors are provided with a comprehensive orientation to our company, including our business, strategy and governance. For example, new directors typically participate in one-on-one introductory meetings with our senior businessand business and

functional leaders. On an ongoing basis, directors receive presentations on a variety of topics related to their work on the Board and within the industry, both from senior management and from experts outside of theour company. Directors may also enroll in continuing education programs sponsored by third parties at our expense.

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COMMITTEES OF THE BOARD

The Board has three standing committees comprised solely of independent directors: the Audit and Finance Committee, the Compensation Committee, and the Governance Committee. The committee members generally also meet in executive session without management present at each regularly scheduled meeting.

The information below reflects the number of meetings of the Board and each committee held during fiscal year 2020. The information below regarding Committee membership lists the current members. Gregory E. Knight joined the Audit and Finance Committee effective January 1, 2021 and Theodore L. Harris transitioned from the Audit and Finance Committee to the Compensation and Governance Committees at that same time.

GRAPHIC

6     MEETINGS OF THE PENTAIR BOARD OF DIRECTORS

8

Meetings of the
Audit and Finance
Committee

​		 5Meetings of the
Compensation
Committee		4Meetings of the
Governance
Committee

Audit and Finance Committee

Role:

 

​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 also reviews and discusses disclosure of non-GAAP measures. The Committee is directly responsible for the appointment, compensation, evaluation, terms of engagement (including retention and termination), and oversight of the independent registered public accounting firm. The Committee discusses with the independent auditor any critical audit matters. The Committee holds meetings periodicallyregularly with our independent and internal auditors, the Board, and management to review and monitor the adequacy and effectiveness of reporting, internal controls, risk assessment, and compliance with our Code of Business Conduct and Ethics and other policies.

​

​ ​ ​ ​ ​ ​
​Members:

Glynis A. Bryan (Chair), Jacques Esculier, David H.Y. Ho, Ronald L. MerrimanMona Abutaleb, Gregory E. Knight, and Billie Ida Williamson.Michael T. Speetzen. 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"Audit and Finance Committee Report”Report" of this Proxy Statement.

​

​ ​ ​ ​ ​ ​
​Financial Experts:

The Board has determined that all members of the Committee are financially literate under NYSE rules and that Ms. Bryan and Mr. Speetzen qualify as “audit"audit committee financial experts”experts" under SEC standards.

​​​ ​​ ​​
​

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​


​Compensation Committee

Role:

 

​Role:The Compensation Committee setsapproves, amends, and administers the policies that govern executive compensation. This includes establishing and reviewing executive base salaries and administering cash bonus and equity-based compensation under the Pentair plc 2012 Stock2020 Share and Incentive Plan.Plan (the "2020 Plan"). The Committee also sets the Chief Executive Officer’sOfficer's compensation based onin conjunction with the Board’sBoard's annual evaluation of his performance. The Committee has engaged Aon Hewitt,Consulting (formerly Aon Hewitt), a human resources consulting firm, to aid the Committee in its annual review of our executive compensation programsprogram for continuing appropriateness and reasonableness and to make recommendations regarding executive officer compensation levels and structures. In reviewing our executive compensation programs,program, the Compensation Committee also considers other sources to evaluate external market, industry and peer companypeer-company practices. Information regarding the independence of Aon HewittConsulting is included under “Compensation"Compensation Discussion and Analysis –— Compensation Consultant.”" A more complete description of the Compensation Committee’sCommittee's practices can be found under “Compensation"Compensation Discussion and Analysis”Analysis" under the headings “Comparative Framework”"Comparative Framework" and “Compensation"Compensation Consultant.”"
​ ​ ​ ​ ​ ​ ​
​Members:T. Michael Glenn (Chair), Theodore L. Harris, David A. Jones, (Chair), Jerry W. Burris, Edward P. Garden, T. Michael Glenn and William T. Monahan.

Members:

Billie I. 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 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"Compensation Committee Report”Report" of this Proxy Statement.

​​​ ​​ ​​

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​Governance Committee

Role:

 

​Role:The Governance Committee is responsible for, among other things, identifying individuals qualifiedsuited 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 principlesCorporate Governance Principles and administering the annual Board and Board Committee self-assessment. Finally, theself-assessments. The Governance Committee oversees public policy matters and compliance with our Code of Business Conduct and Ethics.

The Governance Committee also oversees ESG-related matters.

​

​ ​ ​ ​ ​ ​
​Members:

Billie I. Williamson (Chair), T. Michael Glenn, (Chair), Jerry W. Burris, Edward P. Garden,Theodore L. Harris, and David A. Jones and William T. Monahan.Jones. 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.

​ ​​​​ ​​

ATTENDANCE AT MEETINGS

ATTENDANCE AT MEETINGS

The Board held sixeight meetings in 2017.2020. Members of the Board are expected to attend all scheduled meetings of the Board and the Committeescommittees on which they serve and all shareholder meetings.Annual and Extraordinary General Meetings. All current directors attended at least 90% of the meetings of the Board and meetings of the committees on which they served during the period for which such persons served in 2020. In each regularly

scheduled meeting, the independent directors also met in executive session, without the Chief Executive Officer or other members of management present. All directors attended at least 75% of the aggregate ofall meetings ofcurrent directors who were then-serving joined the Board and all meetings of the Committees on which they served during the period for which such persons served as directors in 2017, with an average attendance of over 98%. We expect our directors to attend our Annual General Meetings. All the directors in office attended the 20172020 Annual General Meeting in person, except for Mr. Davidson, who attended by telephone.telephonically due to pandemic-related health and safety concerns and travel restrictions.

DIRECTOR COMPENSATION

DIRECTOR COMPENSATION

Director compensation is recommended by theThe Governance Committee annually reviews the compensation of our non-employee directors and approved bymakes recommendations to the Board. Our independent directors approve our director compensation.

We use a combination of cash and equity-based incentive compensation to attract and retain qualified directors. Compensation of our directors reflects our belief that a significant portion of directors’compensationdirectors' compensation should be tied to long-term growth in shareholder value.

Mr. Hogan, our CEO, isStauch, our only employee director;employee-director, is not, and will not be, separately compensated for service as a member of the Board. Mr. Knight joined the Board effective January 1, 2021 and therefore is not included in any of the following director compensation tables because he receives no separate compensation for his Board service. Directors dodid not receive fees for meeting attendance.any compensation in fiscal 2020.

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Director Retainers

The annual retainers for non-employee directors’directors' service on the Board and Board Committees in 2017during 2020 were as follows:

​ ​​​​ ​​

Board Retainer

 $120,00090,000
Lead Director Supplemental Retainer​ ​$30,000​ ​​​​

Non-Employee Director Chair

$140,000
​​​ ​​ ​​

Audit and Finance Committee Chair Supplemental Retainer

$25,00022,750
​ ​​​​ ​​

Compensation Committee Chair Supplemental Retainer

$20,00015,000
​ ​​ ​​​​

Governance Committee Chair Supplemental Retainer

$15,000
​​​ ​​ ​​

Audit and Finance Committee Retainer

$12,50013,500
Other​ ​​​​ ​​

Compensation Committee Retainer (per committee)

$6,2507,500
​ ​​ ​​​​

Governance Committee Retainer

$7,500
​​​ ​​ ​​

During 2017,

The above fee structure was reviewed and re-approved by our independent directors in December 2019 based on recommendations from the Governance Committee and from Aon HewittConsulting who reviewed our director compensation practices against the practices of our peer group. We also previously adopted a policy to provide, beginning in light2019, a tax equalization payment to non-employee directors on any U.K. taxes that may be paid on account of the anticipated changesour company's payment of, or reimbursement for, travel, lodging and meal expenses incidental to Pentair’s peer group for benchmarking executive compensation following the Separation. As a result of such review, the annual retainers for non-employee directors’ service on the Board and Board Committees will be reduced afterCommittee meetings and reimbursement of fees and expenses in connection with assistance in the Separation in 2018 as follows:

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

preparation of U.K. tax returns and any U.K. taxes on such payment or reimbursement. In addition, for the purposes of limiting double-taxation on U.K. sourced income, non-employee directors are eligible to receive tax equalization payments if the income taxes owed on U.K. sourced income exceeds the income tax rates relative to their countries of residence.

In December 2020, Aon Consulting again reviewed our director compensation with the Governance Committee based on the director compensation practices of our peer group, and our independent directors approved the same level of director compensation for 2021.

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Equity Awards

Non-employee directors also receive an annual equity grant of options and restricted stock units under the Pentair plc 2012 Stock and Incentive Plan (“Pentair plc 2012 Stock and Incentive Plan”) as a part of their compensation unless a director has not metcompensation. The full value of the stock ownership guidelines described below,annual equity grant is delivered in which case a director only receives a grantthe form of restricted stock units. Options are exercisable at the closing price of our stock on the date of grant, have a ten-year term and vest in three installments on the first, second and third anniversaries of the grant date. RestrictedThe restricted stock units vest on the first anniversary of the grant date. Each restricted stock unit represents the right to receive one of our ordinary sharesshare upon vesting and includes one dividend equivalent unit, which entitles the holder to all cash dividends declared on one of our ordinary shares from and after the date of grant. Beginning in 2018, all non-employee directors will receive the full value of the annual equity grant in the form ofvesting. The restricted stock units accrue dividend equivalents that will be paid out in ordinary shares if and will no longer receivewhen the award vests.

The annual grant for 2020, as approved by our independent directors based on the recommendation from the Governance Committee, was valued at $140,000 and was granted on January 2, 2020. Based on the review of director compensation by Aon Consulting and the recommendation of the Governance Committee, our independent directors approved an annual grant of options.for 2021 again valued at $140,000, which was granted on January 4, 2021.

Stock Ownership Guidelines for Non-Employee Directors

Our Corporate Governance Principles establish that non-employee directors should acquire and hold our company shares or share equivalents at a level of five times the annual board retainer.

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STOCK OWNERSHIP FOR NON-EMPLOYEE DIRECTORS SERVING AS OF DECEMBER 31, 20172020

     Share
Ownership
(1)		     12/31/17
Market Value
($)(2)		     Ownership
Guideline
($)		     Meets Guideline
Glynis A. Bryan23,4981,659,429600,000Yes
Jerry W. Burris24,8921,757,873600,000Yes
Carol Anthony (John) Davidson15,7141,109,723600,000Yes
Jacques Esculier7,176506,769600,000No(3)
Edward P. Garden15,411,807(4)1,088,381,810600,000Yes
T. Michael Glenn20,3521,437,258600,000Yes
David H. Y. Ho11,868838,118600,000Yes
David A. Jones41,2512,913,146600,000Yes
Ronald L. Merriman21,3691,509,079600,000Yes
William T. Monahan54,8273,871,883600,000Yes
Billie I. Williamson7,498529,509600,000No(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

 

​

 ​

Share
Ownership(1)

​


12/31/20
Market Value
($)(2)


​


Ownership
Guideline
($)


​

Meets
Guideline(3)

 

 

Mona Abutaleb

  6,330  336,060  450,000  No  
​​​ ​​​ ​​ ​ ​​ ​ ​​ ​​​

 

Glynis A. Bryan

  30,341  1,610,804  450,000  Yes  
​ ​​ ​​ ​ ​​ ​​​ ​ ​​​ ​​

 

T. Michael Glenn

  27,733  1,472,345  450,000  Yes  
​​​ ​​ ​​​ ​ ​​​ ​​ ​ ​​

 

Theodore L. Harris

  7,010  372,161  450,000  No  
​ ​​ ​​ ​ ​​ ​​​ ​ ​​​ ​​

 

David A. Jones

  71,768  3,810,163  450,000  Yes  
​​​ ​​ ​​​ ​ ​​​ ​​ ​ ​​

 

Michael T. Speetzen

  7,010  372,161  450,000  No  
​ ​​ ​​ ​ ​​ ​​​ ​ ​​​ ​​

 

Billie I. Williamson

  13,610  722,555  450,000  Yes  
​ ​​ ​​ ​ ​​ ​ ​​ ​​​ ​ ​​
(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 31, 2020 of $53.09.

(3)
Non-employee directors have five years after their election as a director to meet the stock ownership guidelines. Messrs. Harris and Speetzen were first elected 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.

30 2018 Proxy Statement

and Ms. Abutaleb was first elected as a director in 2019. All directors have met or are on track to meet the guidelines.

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Director Compensation Table

The table below summarizes the compensation that we paid to non-employee directors for 2017.the year ended December 31, 2020.

(a)(b)(c)(d)(e)(f)(g)(h)
Name  Fees Earned or
Paid in Cash
($)		  Stock
Awards
($)(1)		  Option
Awards
($)(2)		  Non-Equity
Incentive Plan
Compensation
($)		  

Change in
Pension Value
and Deferred
Compensation
Earnings
($)

  All Other
Compensation
($)		  Total
($)
Glynis A. Bryan151,25065,02064,999---281,269
Jerry W. Burris132,50065,02064,999---262,519
Carol Anthony (John) Davidson120,00065,02064,999---250,019
Jacques Esculier132,500129,982----262,482
Edward P. Garden(3)132,50065,02064,999---262,519
T. Michael Glenn147,50065,02064,999---277,519
David H. Y. Ho132,50065,02064,999---262,519
David A. Jones152,50065,02064,999---282,519
Ronald L. Merriman138,75065,02064,999---268,769
William T. Monahan162,50065,02064,999---292,519
Billie I. Williamson132,500129,982----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.

 (a)


​
(b)
​
(c)
​
(d)
​
(e)
​
(f)
​
(g)
​
(h) 
​ ​ ​ ​ ​ ​​ ​ ​ ​​ ​ ​ ​ ​ ​ ​ ​​ ​ ​ ​​

 Name(1)


​



Fees
Earned or
Paid in
Cash ($)



​


Stock
Awards
($)(2)


​


Option
Awards
($)(3)


​



Non-Equity
Incentive Plan
Compensation
($)



​





Change in
Pension Value
and Deferred
Compensation
Earnings
($)





​


All Other
Compensation
($)(4)


​
Total
($)		 

 Mona Abutaleb

  108,002  140,003  —  —  —  5,609  253,614 
​ ​​​ ​​ ​ ​​ ​ ​​ ​​​ ​ ​​​ ​​ ​ ​

 Glynis A. Bryan

  128,542  140,003  —  —  —  5,739  274,284 
​ ​​ ​​​ ​ ​​​ ​​ ​ ​​ ​ ​​ ​​​ ​ ​

 Jacques Esculier

  37,492  140,003  —  —  —  5,940  183,435 
​​​ ​ ​​ ​ ​​ ​​​ ​ ​​​ ​​ ​ ​​ ​ ​

 T. Michael Glenn

  122,292  140,003  —  —  —  4,069  266,364 
​​​ ​ ​​​ ​​ ​ ​​ ​ ​​ ​​​ ​ ​​ ​​

 Theodore L. Harris

  105,792  140,003  —  —  —  5,517  251,312 
​​​ ​ ​​ ​ ​​ ​​​ ​ ​​​ ​​ ​ ​​ ​ ​

 David A. Jones

  247,292  140,003  —  —  —  10,381  397,676 
​​​ ​ ​​​ ​​ ​ ​​ ​ ​​ ​​​ ​ ​​ ​​

 Michael T. Speetzen

  105,792  140,003  —  —  —  5,517  251,312 
​​​ ​ ​​ ​ ​​ ​​​ ​ ​​​ ​​ ​ ​​ ​ ​

 Billie I. Williamson

  122,292  140,003  —  —  —  5,517  267,812 
​ ​​ ​​​ ​ ​​​ ​​ ​ ​​ ​ ​​ ​​​ ​ ​
(1)
Mr. Esculier's service on the Board ended May 5, 2020 when his term concluded at the 2020 Annual General Meeting.

(2)
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 2020. Assumptions used in the calculation of these amounts are included in footnote 13 to our audited financial statements for the year ended December 31, 2020 included in our
​

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CORPORATE GOVERNANCE MATTERS

​
Name     Unvested Restricted
Stock Units		     Deferred
Share Units
Glynis A. Bryan1,1225,067
Jerry W. Burris1,122-
Carol Anthony (John) Davidson1,122-
Jacques Esculier2,243-
Edward P. Garden1,122-
T. Michael Glenn1,1221,034
David H. Y. Ho1,122-
David A. Jones1,12229,325
Ronald L. Merriman1,122432
William T. Monahan1,12213,049
Billie I. Williamson2,243-
 Name
​

Unvested Restricted
Stock Units

​
Deferred
Share Units		 
 Mona Abutaleb  3,016  — 
​ ​​ ​​​ ​ ​
 Glynis A. Bryan  3,016  5,349 
​ ​​ ​​​ ​ ​
 T. Michael Glenn  3,016  1,854 
​ ​​ ​​​ ​ ​
 Theodore L. Harris  3,016  — 
​ ​​ ​​​ ​ ​
 David A. Jones  3,016  53,281 
​ ​​ ​​​ ​ ​
 Michael T. Speetzen  3,016  — 
​ ​​ ​​​ ​ ​
 Billie I. Williamson  3,016  — 
​ ​​ ​​​ ​ ​
(3)
No stock options were granted to our non-employee directors during 2020. As of December 31, 2020, each then-serving director had the outstanding stock options shown in the table below.
Name
​
Outstanding Stock
Options
Glynis A. Bryan56,019
Jerry W. Burris38,819
Carol Anthony (John) Davidson22,105
Jacques Esculier-
Edward P. Garden11,163
T. Michael Glenn56,019
David H. Y. Ho22,105
David A. Jones38,819
Ronald L. Merriman38,819
William T. Monahan56,019
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.

Pentair plc     31

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EXECUTIVE COMPENSATION

 
 PROPOSAL
2Mona Abutaleb		  APPROVE, BY NON-BINDING ADVISORY VOTE, THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS—
​​​ ​ ​
 Glynis A. Bryan 22,017
The Board recommends a voteFOR approval of the compensation of the Named Executive Officers
​
​​ ​ See discussion beginning on page 34 for further information about the compensation of the Named Executive Officers​
 T. Michael Glenn 28,324 
​​​ ​ ​
 Theodore L. Harris—
​​​ ​ ​
 David A. Jones22,017
​​​ ​ ​
 Michael T. Speetzen—
​​​ ​ ​
 Billie I. Williamson—
​​​ ​ ​
(4)
The amounts in column (g) for 2020 include tax equalization payments on any U.K. taxes paid on account of our company's payment of, or reimbursement for, (a) lodging expenses incidental to Board and Board Committee meetings, (b) fees and expenses in connection with assistance in the preparation of U.K. tax returns and (c) a U.K. tax equalization payment gross-up for Mr. Jones. The directors also occasionally receive personal use of event tickets when such tickets are not being used for business purposes for which we have no aggregate incremental cost.
​

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PROPOSAL 2

EXECUTIVE COMPENSATION

GRAPHIC



In accordance with Section 14A of the Securities Exchange Act of 1934, the Board is asking the shareholders to approve, by non-bindingnonbinding, advisory vote, the compensation of the Named Executive Officers disclosed in the sections below titled “Compensation"Compensation Discussion and Analysis”Analysis" and “Executive"Executive Compensation Tables.”" We currently hold these votes annually.

Executive compensation is an important matter to the Board and the Compensation Committee and to our shareholders. We have designed our executive compensation programsprogram to align executive and shareholder interests by rewarding the achievement of specific annual, longer-termlong-term, and strategic goals that create long-term shareholder value. We believe that our executive compensation programs provideprogram provides competitive compensation that will motivatemotivates and rewardrewards executives for achieving financial and strategic objectives, provideprovides rewards commensurate with performance to incentivize the Named Executive Officers to perform at their highest levels, encourageencourages growth and innovation, attractattracts and retainretains the Named Executive Officers and other key executives, and alignaligns our executive compensation with shareholders’shareholders' interests through the use of equity-based incentive awards.

The Compensation Committee has overseen the development and implementation of our executive compensation programsprogram in line with these compensation objectives. The Compensation Committee also continuously reviews, evaluates and updates our executive compensation programsprogram to ensure that we provide competitive compensation that motivates the Named Executive Officers to perform at their highest levels while increasing long-term value to our shareholders.

With these compensation objectives in mind, the Compensation Committee has taken a number of compensation actions to align with our shareholders’ interests, including the following:

►

No automatic single trigger change in control vesting and excise tax gross-ups in new agreements with our executive officers.

►

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.

►

A significant portion of total compensation is “at risk” if certain performance goals are not satisfied or otherwise subject to our future performance.

►

Executive officers must comply with robust stock ownership guidelines.

►

Perquisites are generally limited to an annual cash allowance, subject to limited exceptions described below under the heading “Perquisites and Other Personal Benefits.”

With these compensation objectives in mind, the Compensation Committee has taken a number of compensation actions in recent years to align with our shareholders' interests, including the following:

►
Annual cash incentives for the Named Executive Officers are based on performance goals that correlate strongly with several primary corporate objectives: focusing on revenue growth, improving the financial return from our business and strengthening our balance sheet through cash flow improvement and debt reduction.
►
Long-term incentive awards that are performance based and aligned with creating long-term shareholder value.
►
Robust stock ownership guidelines for executive officers.
►
No single trigger change in control vesting or excise tax gross-ups in our Key Executive Employment and Separation Agreements ("KEESAs").
►
Elimination of executive cash perquisite allowance.
►
Enhanced policy prohibiting hedging by directors, executive officers and employees.

As described in detail under “Compensation"Compensation Discussion and Analysis –— Shareholder Outreach and Response to 2017 Say on Pay, Vote,”" we engaged in a robust program ofcontinued our shareholder outreach in 2017 and have made significant changes to our compensation programs as a result.2020.

These and other actions demonstrate our continued commitment to align executive compensation with shareholders’shareholders' interests while providing competitive compensation to attract, motivate and retain the Named Executive Officers and other key executives. We will continue to review and adjust our executive compensation programsprogram with these goals in mind to ensure the long-term success of our company and generate increased long-term value to our shareholders.

This non-bindingnonbinding, advisory vote gives you an opportunity to express your views about our executive compensation programs.program. As we further align our executive compensation programsprogram with the interests of our shareholders while continuing to retain key talented executives thatwho drive our company’scompany's success, we ask that you approve the compensation of the Named Executive Officers.

The resolution in respect of this Proposal 2 is an ordinary resolution. The text of the resolution inwith respect ofto Proposal 2 is as follows:

“"IT IS RESOLVED, that, on a non-binding,nonbinding, advisory basis, the compensation of Pentair plc’splc's Named Executive Officers as disclosed in the Compensation Discussion and Analysis, the accompanying compensation tables and the related disclosures contained in Pentair plc’s proxy statementplc's Proxy Statement is hereby approved.”"

32     2018EACH OF THE BOARD AND THE COMPENSATION COMMITTEE RECOMMENDS A VOTE "FOR" THE APPROVAL OF THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS.

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EXECUTIVE COMPENSATION​    

VOTE REQUIREMENT

Approval, by non-binding advisory vote, of the compensation of the Named Executive Officers requires the affirmative vote of a majority of the votes cast in person or by proxy at the Annual General Meeting.

EACH OF THE BOARD AND THE COMPENSATION COMMITTEE RECOMMENDS A VOTE “FOR” THE APPROVAL OF THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS.REPORT

COMPENSATION COMMITTEE REPORT

The Compensation Committee has reviewed and discussed the following Compensation Discussion and Analysis with management and, based on such review and discussions, the Committee has recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement and incorporated by reference into our Annual Report on Form 10-K for the year ended December 31, 2017.2020.

THE COMPENSATION COMMITTEE

T. Michael Glenn, Chair
Theodore L. Harris
David A. Jones Chair
Jerry W. Burris
Edward P. Garden
T. Michael Glenn
William T. MonahanBillie I. Williamson

​

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COMPENSATION DISCUSSION AND ANALYSIS

OVERVIEW OF COMPENSATION PROGRAM AND OBJECTIVES

The Compensation Committee sets and administers the policies that govern our executive compensation, including:

►

establishing and reviewing executive base salaries;

►

overseeing our annual incentive compensation plans;

►

overseeing our long-term equity-based compensation plan;

►

approving all awards under those plans;

►

annually evaluating risk considerations associated with our executive compensation programs; and

►

►
establishing and reviewing executive base salaries;
►
overseeing our annual incentive compensation plans;
►
overseeing our long-term equity-based compensation plan;
►
approving all awards under those plans;
►
annually evaluating risk considerations associated with our executive compensation program; and
►
annually approving all compensation decisions for executive officers, including those for the Chief Executive Officer and the other officers, including those for the Named Executive Officers, who are named in the Summary Compensation Table below.

The Compensation Table below (collectively, the “Named Executive Officers”).

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

The Committee’sCompensation Committee's specific objectives include:

►

motivating and rewarding executives for achieving financial and strategic objectives;

►

aligning management and shareholder interests by encouraging employee stock ownership;

►

providing rewards commensurate with company performance;

►

encouraging growth and innovation; and

►

attracting and retaining top-quality executives and key employees.

►
motivating and rewarding executives for achieving financial and strategic objectives;
►
aligning management and shareholder interests by encouraging employee stock ownership;
►
providing rewards commensurate with company performance;
►
encouraging growth and innovation; and
►
attracting and retaining top-quality executives and key employees.

To balance the objectives described above, our executive compensation program uses the following direct compensation elements:

►

base salary, to provide fixed compensation competitive in the marketplace;

►

annual incentive compensation, to reward short-term performance against specific financial targets; and

►

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

►
base salary, to provide fixed compensation competitive in the marketplace;
►
annual incentive compensation, to reward short-term performance against specific financial targets; and
►
long-term incentive compensation, to link management incentives to long-term value creation and shareholder return.

We also provide standard retirement and health and welfare benefits to attract and retain executives over the longer term.

The Compensation Committee reviews total compensation for executive officers and the relative levels of each of these forms of compensation against the Committee’sCommittee's goals. As such, our executive compensation program is predominantly performance-based, which encourages our executive officers to focus on our company's long-term success and aligns with the long-term interests of our shareholders. The approximate mix of total target direct compensation for 20172020 for our CEOChief Executive Officer and the average of the other NEOsNamed Executive Officers is shown in the chart below.charts that follow.


34     2018GRAPHIC

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COMPENSATION DISCUSSION AND ANALYSIS

​

COMPENSATION COMMITTEE ACTIONS IN ANTICIPATION OF SEPARATION

OUR EXECUTIVE COMPENSATION PROGRAM

The Compensation Committee of the Pentair Board of Directors has already taken a number of stepsactions in recent years with the focus of aligning our executive compensation program with Pentair's short-term and long-term objectives while also addressing shareholder feedback and compensation best practices. The table below outlines a number of key features in our executive compensation program.


WHAT WE DO



WHAT WE DON'T DO
GRAPHICAnnual Shareholder Outreach to seek input and feedback on executive compensation

GRAPHIC

Independent Consultant, hired by and reporting to the Compensation Committee and evaluated periodically

GRAPHIC

Comparator Group ("peer group") evaluated annually, based on industry and revenue of 1/2 to 2x revenue size

GRAPHIC

Significant CEO pay at risk (85%); average of 73% for other Named Executive Officers

GRAPHIC

Stock Ownership Guidelines and Holding Policy for the CEO at 6.0x base salary and 2.0-3.0x for executive officers

GRAPHIC

Formal Clawback Policy for cash bonuses and performance-based equity awards

GRAPHIC

Annual Risk-Assessment of our compensation programs and policies
GRAPHICNo employment agreements or multi-year compensation commitments with any current executive officers

GRAPHIC

No Single-Trigger Change in Control Equity Vesting in KEESAs

GRAPHIC

No Excise Tax Gross-ups for executive officers

GRAPHIC

No individual supplemental executive retirement plans for newly appointed executive officers

GRAPHIC

No hedging or pledging of Pentair equity securities

GRAPHIC

No stock options granted below fair market value

GRAPHIC

No Flexible Perquisite Cash Allowance for executive officers

2020 HIGHLIGHTS AND BUSINESS RESULTS*

Organizational Changes

In 2020, we re-aligned our organizational structure into two reporting segments, Consumer Solutions and Industrial & Flow Technologies, to prepare forbetter position our businesses to the separationneeds of our Electricalcustomers. In connection with this re-alignment, we eliminated the position held by Karl R. Frykman, our Chief Operating Officer, and Water businesses.instead installed executive leadership for each segment. Prior to his recent position, Mr. Frykman served in various positions at Pentair over his more than 20-year career with the Company, including many years building and leading our Pool business. As a result, in connection with Mr. Frykman's departure, it was critical to ensure a smooth transition of his responsibilities. In assessing the leadership needs for our new organizational structure, we hired Mario R. D'Ovidio to lead the Consumer Solutions segment and promoted Jerome O. Pedretti to lead the Industrial & Flow Technologies segment.

Also during 2020, Mark C. Borin, our former Chief Financial Officer, decided to leave the Company to accept an operational leadership position at a private, employee-owned business. We are targeting April 30, 2018welcomed Robert P. Fishman as our new Chief Financial Officer and Mr. Borin remained with the Company for the completiona period of the Separation. In anticipationtime to ensure an orderly transition.

Impact of the Separation, the Committee has taken the following actions:

►

Selected New Executive Compensation Comparator Groups- The Committee worked with its external compensation consultant to develop updated comparator groups for both companies, each of which will reflect their post-Separation business focus and size. The resulting peer groups were reviewed and approved by the Committee for 2018.COVID-19

►

Established New Pay Ranges for Executive Officers- The Committee also asked its independent compensation consultant to establish 2018 pay ranges for executive officers that reflect the industry focus and size of the new businesses. The resulting pay ranges guided compensation decisions for the executive officers for 2018 in each of our new businesses, aligning their pay with peers, industry norms and company size.

►

Replaced Legacy Key Executive Employment and Separation Agreements (KEESA)- The Committee also is requiring that all outstanding legacy KEESAs be replaced at the time of the Separation with the new form of KEESA adopted by Pentair for any new hires since 2015. These KEESAs replace single-trigger vesting of cash and equity awards upon a change in control with double-trigger vesting and also eliminate excise tax gross-ups.

►

Separated 2018 Incentive Plans- The Committee requested that separate annual and long-term incentive plans be established for the Electrical and Water businesses at the beginning of the 2018 fiscal year. While the Separation is targeted to be completed on April 30, 2018, the Committee wanted to ensure that the respective management teams were focused on their respective business goals for the entire year.

►

Validated 2018 Performance Measures- The Committee expects to continue to use annual and long-term incentive measures focused on profit, growth, cash flow and return on equity. All of these measures are directly aligned with how we measure performance across both businesses.

►

Eliminated Flexible Perquisite Allowance- Beginning on January 1, 2018, all executive officers who will continue to remain with our Electrical and Water businesses are no longer eligible for the Flexible Perquisite Allowance that was previously offered.

The Compensation Committees ofCOVID-19 pandemic affected companies around the world in unprecedented ways, including impacting both businesses will continue to closely review and evaluate the effectiveness of their respective executive compensation programs. Our pay-for-performance philosophy and desire to closely align the interest of our management teams with those ofsegments. We focused on stabilizing our shareholders, will continue to guide executive compensation decisions as we continue to prepare for the separation of our Electricalbusinesses and Water businesses.

2017 BUSINESS RESULTS*

2017 marked another milestone year in the evolution of Pentair. Shortly after completing the sale of our Valves & Controls business to Emerson Electric Company, we announced our intent to separate into two publicly traded companies, which is expected to occur in the second quarter of 2018. Mr. Hogan, our Chairman & CEO, also announced his decision to retire at the time of the Separation.

The market environment improved in 2017 and significant restructuring and operating actions taken in 2016 led to solid year-over-year income and margin gains. Margin expansion resulted in improved profitability. We increased EPS by 6%, adjusted EPS by 16%, and segment income by 7%. We also converted 94% of our adjusted net income to free cash flow, or 100% when excluding a tax settlement. Organic growth also returned, as our investments in growth gained traction. Finally, proceeds related to the sale of our Valves & Controls business helped to significantly strengthen our balance sheet and liquidity position, enabling us to pursue the separation of the Water and Electrical businesses into two industry leading, pure-play companies with strong financial profiles.

The separation of the Water and Electrical businesses will provide additional focus, while scaled investments should accelerate the growth of both businesses. Both companies will operate in great markets and should benefit from industry leading positions and strong brands. The Pentair Integrated Management System (PIMS) will continue to serve as the standard operating model in both companies. Leadership teams are in place and we are excited about the opportunity to create significant valueoperations for our customers, employees, and shareholders. Following the second quarter, we reintroduced guidance based on an updated outlook, and then further raised our guidance when reporting third quarter results. We concluded our year delivering growth in a uniquely challenged environment.

*    Please see Appendix A for reconciliation of GAAP to non-GAAP financial measures included in this section.

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COMPENSATION DISCUSSION AND ANALYSIS

​

When Mr. Hogan retiresSummary 2020 Financial Results

While the pandemic continued throughout 2020 and into 2021, we achieved growth in 2020. In 2020, as compared to 2019, we increased our adjusted earnings per share from Pentair, having ledcontinuing operations by 5%. Our net sales during 2020 were $3,018 million, growing by 2%. Our segment income in 2020 was

essentially flat to 2019 at $518 million for 2020 and $516 million for 2019. Our free cash flow from continuing operations was $512 million for 2020. In addition, we increased the companycash dividend for over 17 years, he will leave a lasting legacy. Over his tenure, Mr. Hogan transformed the business from a portfolio of businesses into a disciplined operating company, creating remarkable value for44th consecutive year, returning $127 million to our shareholders in the process. During Mr. Hogan’s tenure, Pentair’s market capitalization has grown by 1,003% while delivering a total shareholder return of 721%.during 2020.

We approached 2017 with cautious optimism and this was reflected in our pay treatment of our named executive officers. Mr. Hogan’s base salary, annual incentive and long-term incentive targets were substantially unchanged from 2016 to2017. In fact, base salaries for all Named Executive Officers were frozen for 2017. Strong Cash Flow and improved Income from Growth exceeded our goals significantly resulting in above target annual incentive payments for 2017 (see Annual Incentive Compensation discussion on page 41), and a 29% increase in our 2017 total shareholder return led to increased realizable pay for Mr. Hogan and our Named Executive Officers. In 2017, our executive pay programs were once again closely aligned with the interests of our shareholders and our business results, as they have been historically.

ADJUSTED EPS

GRAPHIC

In 2017 we fulfilled our long-standing commitment of delivering performance for our shareholders with year over year increases in all key financial measures.


Earnings per diluted share from continuing operations (“EPS”("EPS") were $2.61$2.13 in 20172020 compared to $2.47$2.12 in 2016.2019. On an adjusted basis, EPS increased 15.7%5.0% to $3.53$2.50 in 20172020 compared to $3.05$2.38 in 2016.2019. Adjusted EPS is a key metric in our Performance Share Unit Awards,performance share unit awards, detailed on page 44.

38.

SEGMENT INCOME

GRAPHIC



Operating income in 20172020 was $681$461 million compared to $701$433 million in 2016.2019. On an adjusted basis, our segment income increased 6.9%0.3% over the prior year to $897$518 million in 20172020 from $840$516 million in 2016.2019. Segment income as a percent of sales grewdecreased to 18.2% in 2017 from 17.2% in 2016.2020 from 17.5% in 2019. Segment income is a key metric in our Management Incentive Plan,MIP, detailed on page 41.

36.

36     2018

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COMPENSATION DISCUSSION AND ANALYSIS

​
FREE CASH FLOW

GRAPHIC



Net cash provided by operating activities of continuing operations was $674$574 million in 20172020 compared to $702$345 million in 2016.2019. Free cash flow from continuing operations of $611was $512 million represented approximately 94% conversion of adjusted net income from continuing operations.in 2020, compared to $287 million in 2019. In 2017,2020, we increased the cash dividend paid to our shareholders for the 41st44th consecutive year, returning $252$127 million to our shareholders. Free cash flow is a key metric in our Management Incentive Plan,MIP, detailed on page 41.

36.

 

SALES

GRAPHIC



Our sales during 20172020 were $4,937$3,018 million, up 1%an increase of 2.0% compared to $4,890$2,957 million in 2016. On April 28, 2017, we completed2019. Revenue, which is the sale of our Valves & Controls business to Emerson Electric Co. The results of the Valves & Controls business have been presentedsame as discontinued operations for all periods presented. We measure profitable growth through the Income from Growthsales, is a key metric in our Management Incentive Plan,MIP, detailed on page 41.36.

EVOLUTION OF EXECUTIVE COMPENSATION PROGRAM


Key Compensation Facts

The Compensation Committee reviews annually the effectiveness of our executive compensation program and considers a number of factors, including business results, strategic priorities, shareholder alignment, and market practice. As a result of the evolution of our compensation program and changes we have made in response to market dynamics and shareholder feedback, key aspects of our current executive compensation program include:

►
50% of the value of long-term incentive awards are delivered in the form of performance-based restricted stock units;
►
100% of our annual incentive metrics are tied to business results; and
►
Our stock ownership requirements generally meet or exceed market levels.
​
►Our CEO’s target incentive compensation amounts have not been materially increased since 2015
►Our Named Executive Officers’ realizable long-term incentive compensation amounts have increased due to favorable stock price performance since 2015
►The 2017 total compensation amounts shown in our required 2017 Summary Compensation Table are higher in part because we are required to show two years’ worth of long-term incentives in a single year due to our replacement of cash settled performance units with performance share units in our long-term incentive program
►Our CEO’s total compensation amount for 2017 was also significantly impacted by a change in pension value resulting from the pension plan’s benefit formula and interest rate changes
CEO COMPENSATION
SUMMARY COMPENSATION TABLE VS.
REALIZABLE LONG-TERM INCENTIVE
COMPENSATION 3 YEAR

“Realizable pay” is calculated using the number of restricted stock units and performance shares granted to our CEO (adjusted to reflect the estimated payout of outstanding performance shares based on performance through the end of 2017) in each year multiplied by our share price on the last trading day of 2017 of $70.62, plus the aggregate intrinsic value of all stock options granted in each year calculated based on our share price on the last trading day of 2017 of $70.62.

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COMPENSATION DISCUSSION AND ANALYSIS

​

The chart below highlights additional changes adopted over the last three years:

  2018*
​ 2019
​ 2020
​

 
 
►Established new executive leadership team for new Pentair
►New compensation peer groups and pay ranges took effect
►Eliminated flexible perquisite cash allowance
 
 
 
►Reduced maximum payout opportunity on segment income under the 2019 MIP from 300% to 200%
►Replaced ROE with return on invested capital ("ROIC") as a 2019-2021 PSU metric
►Enhanced policy prohibiting hedging by directors, executive officers and employees
 
 
 
►Adopted Executive Officer Severance Plan
 
 
​ ​​ ​​​​ ​​ ​​​​
*
On April 30, 2018, we transferred our electrical business to nVent Electric plc ("nVent") and spun off nVent as a public company to our shareholders (the "Separation") and retained our water business as a pure play residential and commercial water treatment company.

SHAREHOLDER OUTREACH AND RESPONSE TO2017 SAY ON PAY VOTE

In April 2017, one proxy advisory firm recommended that

SHAREHOLDER OUTREACH AND SAY ON PAY

The Compensation Committee believes it is important to maintain an open dialogue with our shareholders vote against approving theto gain input on their perspectives regarding our governance and our executive compensation of our Named Executive Officersprogram and to provide clarifying information enabling them to make informed decisions in our annual advisory shareholder vote (our “say"say on pay vote”vote") aton the compensation of our 2017 Annual General Meeting. As a result of this disappointing recommendation,executive officers named in our Proxy Statement.

In 2020, we reached out to shareholdersmaintained our shareholder outreach to gain additional insight, better understand shareholder perspectives, and to provide themevaluate any concerns regarding our executive compensation program. Specifically, our outreach in 2020 consisted of initiating communications with clarifying information enabling them to make an informed decision on the say on pay vote. Shareholders ultimately supported our say on pay vote on May 9, 2017, with approximately 76% of votes cast in favor.

Our 2017 shareholder outreach included 21 of our largest shareholders representing 62%a majority of our outstanding shares. Following our 2017 Annual General Meeting, theseThese shareholders either arranged for individual discussions with us or provided us with feedback that they did not require a meeting.

The purposemajority of shareholders with whom we spoke supported our executive compensation program and the changes adopted over the last several years. This support was reflected in the results of the outreach was to betterunderstand shareholder perspectivessay on pay vote at the 2020 Annual General Meeting, with approximately 95% of votes cast in favor of our proposal.

Shareholder feedback is an important factor in how we approach and evaluate any concerns regarding our executive compensation program. Our Lead DirectorConsistent with the strong vote of shareholder approval, and Compensation Committee Chair participatedsupport from our shareholders, we did not make any material changes to our compensation programs in 2020. We expect to carry forward the general themes provided in the majority of the calls with our investors. Shareholder feedback, and suggestions onwhich include:

Themes

►
Changes to our executive compensation program in recent years were sharedviewed positively and discussedbalanced market practice with the Compensation Committee and the entire Board. We found the robust shareholder engagement processalignment to be valuable and intend to continue it.

A majority of the investors we spoke with were supportive of ourPentair's strategic objectives.

►
Our executive compensation program. We listened toprogram demonstrates a pay-for-performance linkage and considered the suggestionsshareholder alignment, and opinions our investors shared on how to further enhance our executive compensation program. While shareholders have different pointsis appropriately risk-based, balancing annual and long-term performance.
►
Our annual incentive plan measures of view, several key themes emerged, supporting changes the Compensation Committee adopted in 2017:

Pay-for-Performance

What We Heard from Our Shareholdersincome, revenue and free cash flow, and long-term incentive plan measures of adjusted EPS and ROIC are generally aligned with shareholder interests.

​

►The Company’s executive compensation program demonstrates a true pay-for-performance linkage and shareholder alignment.
►CEO’s and other Named Executive Officers’ compensation should be appropriately risk-based, balancing annual and long-term performance.
►Goal setting should support the achievement of strategic business goals and creation of shareholder value.

Actions Taken Considering Our Shareholders’ Feedback

►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.
►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

►Annual incentive plan measures of operating income and free cash flow are well aligned with shareholder interests.
►Free cash flow measure is particularly valued because it reflects the quality of our earnings stream.
►Reward profitable growth, not growth at any cost.

Actions Taken Considering Our Shareholders’ Feedback

►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 41).
►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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COMPENSATION DISCUSSION AND ANALYSIS

Long Term Incentive Design

What We Heard from Our Shareholders

►Greater portion of long-term compensation should be performance-vested equity.
►Adjusted EPS viewed as a measure closely tied to creation of shareholder value, but suggestion to add a return and/or relative performance measure.
►Disclosure of performance goals in year of grant.
►The CEO and other Executive Officer stock ownership highly valued.

Actions Taken Considering Our Shareholders’ Feedback

►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.
►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 43).
►Performance goals disclosed for adjusted EPS and return on equity (ROE) performance share units in the year of grant.
►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.

COMPARATIVE FRAMEWORK

In setting compensation for our executive officers, including our Named Executive Officers, the Compensation Committee uses competitive compensation data from an annual total compensation study of selected peer companies and other relevant survey sources to inform its decisions about overall compensation opportunities and specific compensation elements. Additionally, theThe Compensation Committee uses multiple reference points when establishing targeted compensation levels. The Compensation Committee applies judgment and discretion in establishing targeted pay levels, taking into account not only

competitive market data, but also factors such as company, business unit and individual performance, scope of responsibility, critical needs and skill sets, experience, leadership potential, and succession planning. In setting compensation for 2017, the Committee engagedAon Hewitt to provide the annual total compensation study of selected peer groups referred to above. All companies in theour peer group were: are:

►publicly-traded on a major exchange;
►
►
publicly-traded on a major exchange;
►
similar in business scope and/or operations to our business units and global in nature;
►within a reasonable revenue range (generally 0.5x to 3x) compared to our revenue; and
►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.

In late 2016, in anticipation of the sale of our Valves & Controls business, the Committee asked Aon Hewitt to provide recommendations concerning potential changes to our Comparator Group for 2017business units and global in nature; and

►
range from 1/2 to reflect the impact of the sale on2x our revenue size and operations. Based onin the same competitive sectors.

Considering Aon Hewitt’s review and recommendations andConsulting's assessment, the foregoing criteria,Compensation Committee maintained the Committee approved an updatedsame group of peer companies for benchmarking purposes with respect to 2017(the "Comparator Group") for use in setting target compensation which consisted offor 2020 for our executive officers, including our Named Executive Officers. Our Comparator Group for 2020 included the following 1816 peer companies, (the “Comparator Group”):

AGCO CorporationColfax CorporationCummins Inc.
Danaher CorporationDover CorporationFlowserve Corporation
Hubbell Inc.Illinois Tool Works Inc.Ingersoll-Rand plc
Masco Corp.Parker-Hannifin CorporationRegal Beloit Corporation
Rockwell Automation, Inc.Stanley Black & Decker, Inc.The Timken Company
Trinity Industries Inc.W.W. Grainger, IncXylem Inc.

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The Comparator Group companieswhich had revenues ranging from approximately $2.87$1.56 billion to $17.60$5.20 billion, with median revenues of approximately $7.04 billion. Our revenue for 2017 was $4.94 billion. Companies that fall outside the revenue range of 0.5x to 3x compared to our revenue have been removed for the 2018 Comparator Group and replaced with appropriate peers.$3.26 billion:

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 CorporationColfax Corporation
​ ​​ ​​
Crane Co.Donaldson Company, Inc.Flowserve Corporation
​ ​​​​
Graco Inc.IDEX CorporationLennox International Inc.
​ ​​ ​​
Lincoln Electric Holdings, Inc.SPX FLOW, Inc.Snap-on Incorporated
​​​ ​​
The Timken CompanyValmont Industries, Inc.Watts Water Technologies, Inc.
​​​ ​​
Xylem Inc.
​ ​​​​

2017 COMPENSATION PROGRAM ELEMENTS

2020 COMPENSATION PROGRAM ELEMENTS

For 2017,2020, the principal components of compensation for our Named Executive Officers were:

►base salary;
►annual incentive compensation;
►long-term incentive compensation, consisting of stock options, restricted stock units and performance share units;
►retirement and health & welfare benefits; and
►perquisite allowance.
►
base salary;
►
annual incentive compensation;
►
long-term incentive compensation, consisting of stock options, restricted stock units and performance share units; and
►
retirement and health and welfare benefits.

The Compensation Committee reviews total compensation for executive officers and the relative levels of each of these forms of compensation against the Committee’sCompensation Committee's goals to attract, retain and incentivize talented executives and to align the interests of these executives with those of our long-term shareholders.

BASE SALARIES

We provide each Named Executive Officer with a fixed base salary. In setting base salaries, the Compensation Committee generally references comparable positions at peer companies based on available market data, which include published survey data and proxy statement data for our Comparator Group. The Compensation Committee considers compensation at comparable companies andbut does not set base salaries based on a particular peer group benchmark or any single factor. Differences in base

Base salaries amongfor the Named Executive Officers are determined by the Compensation Committee based on numerous factors such as competitive conditions for the Named Executive Officer’sOfficer's position within the Comparator Group and in the broader employment market, as well as the Named Executive Officer’sOfficer's level of responsibility, experience, and individual performance.

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In December 2016,2019, the Compensation Committee undertook its annual review of base salaries for the then-serving Named Executive Officers (Mr. Hogan, Mr. Stauch, Ms. Wozniak and Mr. Frykman)executive officers and other management personnel, in accordance with its normal procedures. Following sucha review with Aon Consulting, the Compensation Committee decided notapproved annual salary increases ranging from 2.1% to increase base salaries3.0% for any ofMessrs. Stauch, Jacko and Borin and Ms. Robertson effective January 1, 2020 as set forth in the then-serving Named Executive Officers for 2017.

table below. In connection with the appointment of Mr. Jacko’s commencement of employment on January 30, 2017,Fishman, the Compensation Committee set hisreviewed and approved a base salary at $435,000for

Mr. Fishman of $650,000 based on a wide range of factors, including a market review, his prior compensation level and arm’sarm's length negotiations with Mr. Jacko.Fishman. In connection with the appointment of Mr. D'Ovidio, the Compensation Committee reviewed and approved a base salary for Mr. D'Ovidio of $600,000 based on a wide range of factors, including a market review, his prior compensation level and arm's length negotiations with Mr. D'Ovidio.

40     2018 Proxy Statement

 2020 Base
Salary
($)


2019 Base
Salary
($)


Increase
From 2019
to 2020
(%)

John L. Stauch

 970,000 950,000 2.1
​ ​​ ​​ ​​

Robert P. Fishman(1)

 650,000 — —
​ ​​ ​​ ​​

Karla C. Robertson

 540,000 525,000 2.9
​ ​​ ​​ ​​

Mario R. D'Ovidio(2)

 600,000 — —
​ ​​ ​​ ​​

John H. Jacko

 510,000 495,000 3.0
​ ​​ ​​ ​​

Mark C. Borin(3)

 580,000 565,000 2.7
​ ​​ ​​ ​​

Karl R. Frykman(4)

 665,000 665,000 0.0
​ ​​ ​​ ​​
(1)
Mr. Fishman joined Pentair on April 20, 2020 and his appointment as the Company's Executive Vice President, Chief Financial Officer and Chief Accounting Officer was effective May 1, 2020.

(2)
Mr. D'Ovidio was appointed as the Company's Executive Vice President and President of Consumer Solutions effective May 4, 2020.

(3)
Mr. Borin ceased serving as the Company's Chief Financial Officer and Chief Accounting Officer effective April 30, 2020, and ceased serving as an Executive Vice President upon his resignation from the Company on June 6, 2020 following an orderly transition of his responsibilities.

(4)
Mr. Frykman ceased serving as the Company's Executive Vice President and Chief Operating Officer effective June 6, 2020. Mr. Frykman remained employed in a non-executive officer capacity through December 31, 2020 to assist with a smooth transition of his responsibilities.

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ANNUAL INCENTIVE COMPENSATION

To provide competitive compensation to attract and retain top talent while linking pay to annual performance, we pay a portion of our executives’executives' cash compensation as incentive compensation tied to annual business performance as measured against annual goals established by the Compensation Committee. In 2017,2020, we provided a cash annual incentive compensation opportunity to each of our executive officers, including the Named Executive Officers, under our Management Incentive Plan (“MIP”). MIP awards were granted under the Pentair plc 2012 Stock and Incentive Plan. The Committee had no discretion to increase formula-derived incentive compensation under the MIP.

The Compensation Committee determines a percentage of each then-serving Named Executive Officer’sexecutive officer's base salary as a targeted level of incentive compensation opportunity under the MIP, based on the Committee’sCompensation Committee's review of Aon Hewitt’sConsulting's recommendations, relevant survey data and, in the case of Named Executive Officersexecutive officers other than the Chief Executive Officer, the recommendations of the Chief Executive Officer. The Compensation Committee

generally sets each executive’sexecutive officer's target incentive compensation opportunity with reference totaking into consideration the Comparator Group’sGroup's target payouts andbut does not set target incentive compensation opportunities based on a particular peer group benchmark or any single factor.

The actual target incentive compensation opportunity set by the Compensation Committee for each Named Executive Officerexecutive officer varies depending on a wide range of factors, including competitive conditions for the Named Executive Officer’sexecutive officer's position within the Comparator Group and in the broader employment market, as well as the Named Executive Officer’sexecutive officer's performance, level of responsibility, and experience. An executive officer’sofficer's base salary multiplied by the incentive compensation opportunity percentage establishes the target incentive compensation for which the executive officer is eligible. The

In December 2019, the Compensation Committee determined undertook its annual review of targeted levels of

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incentive compensation targets in 2017opportunities and determined to maintain the same levels from the prior year for allNamed Executive Officers.Messrs. Stauch, Jacko, Borin and Frykman and Ms. Robertson. The Compensation Committee did not change theapproved target levels of annual incentive compensation for Messrs. Hogan or Stauch in 2017. For Ms. WozniakMr. Fishman and Mr. Frykman, the Committee increased their target annual incentive compensation from 70% to 80% of base salary to reflect performance, increased level of responsibility, and competitive conditionsD'Ovidio in the Comparator Group data. Mr. Jacko’s target annual incentive compensation was set at a competitive level and through arm’s length negotiation in

connection with his recruitmenttheir appointment as executive officers based on factors similar to join our company in 2017.those used to determine their base salaries as described above.

TheseThe Named Executive Officers' incentive compensation targets as a percentage of salary and as a dollar amount based on base salary during 2017, were as follows:

     Target as a
% of Salary		     Target
Randall J. Hogan160%$2,041,272
John L. Stauch100%$701,600
Beth A. Wozniak80%$388,000
Karl R. Frykman80%$388,000
John H. Jacko65%$282,750

Actual incentive compensation awarded

 Target as a
% of Salary

Target

John L. Stauch

 120% $1,164,000
​​​ ​​

Robert P. Fishman(1)

 100% $650,000
​ ​​ ​​

Karla C. Robertson

 75% $405,000
​ ​​ ​​

Mario R. D'Ovidio(1)

 80% $480,000
​ ​​ ​​

John H. Jacko

 65% $331,500
​ ​​ ​​

Mark C. Borin

 80% $464,000
​ ​​ ​​

Karl R. Frykman

 90% $598,500
​ ​​ ​​
(1)
Because Mr. Fishman and Mr. D'Ovidio did not join our company until mid-year in 2020, their awards were pro-rated from the amount shown in the table to each Named Executive Officer may range from 0 to 2.4 times the target, depending on actual company and individual performance, as described below.

reflect their partial year of service.

For the 20172020 MIP, the Compensation Committee approved, based on recommendations of the Chief Executive Officer, the following three performance measures, which applied to each of our Named Executive Officers: Segment Income, Free Cash Flow,Officers except Mr. D'Ovidio: segment income, revenue, and Income from Growth,free cash flow, each measured with respect to company-wide performance. TheFor Mr. D'Ovidio, the MIP performance goals were specific to the Consumer Solutions

segment, for which he had primary responsibility, as well as company-wide income performance.

2020 performance goals that applied to each of our Named Executive Officers, as well as the weight assigned to each performance goal and the corresponding payout levels were as follows:

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 income40%$840 million$900 million$940 million$975 million
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)
Free Cash Flow (cash from operating activities30%$530 million$590 million$650 millionN/A
less capital expenditures, plus proceeds from
sale of property and equipment)
Income From Growth (income generated by30%$0$30 million$110 millionN/A
sales growth (price, mix, and volume))

Pentair plc     41

Company-wide
Financial Performance Measure

Weight
Threshold
(Required for any
payout; payouts
begin at 50%)



Target
(100% payout)

Maximum
(200% payout)
Segment Income50%$491 million$545 million$600 million
​ ​​ ​​ ​​ ​​
Revenue30%$2,741 million$3,045 million$3,350 million
​ ​​ ​​ ​​ ​​
Free Cash Flow20%$366 million$430 million$495 million
​ ​​ ​​ ​​ ​​

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Consumer Solutions
Financial Performance Measure

Weight
Threshold
(Required for any
payout; payouts
begin at 50%)



Target
(100% payout)

Maximum
(200% payout)
Consumer Solutions Income20%$364 million$405 million$445 million
​ ​​ ​​ ​​ ​​
Consumer Solutions Revenue40%$1,518 million$1,686 million$1,855 million
​ ​​ ​​ ​​ ​​
Consumer Solutions Free Cash Flow20%$284 million$335 million$385 million
​ ​​ ​​ ​​ ​​
Pentair Income20%$491 million$545 million$600 million
​ ​​ ​​ ​​ ​​

Consistent with our continuous effort to align pay with performance, and to respondin response to shareholder feedback that compensation should be tied to strategic financial and operating performance goals, the Committee made two changes to the MIPindividual contribution component for Named Executive Officer annual incentive compensation was eliminated in 2017. First,As such, annual incentive compensation for Named Executive Officers is solely based on the achievement of financial performance goals. The Compensation

Committee eliminated the individual performance factor (the “SDF metric”) that had been a component of our MIP program in prior years, so that payments undermaintained this same general framework for the MIP for each of our Named Executive Officers in 2017 were based solely on achievement of company-wide financial performance goals.

For 2017, the Committee also replaced growth in core sales as a performance measure with income from growth to better incentivize our executive officers, including our Named Executive Officers, to create profitable growth. Whereas the growth in core sales performance measure rewarded our executive officers for any increase in revenue, the income from growth factor will only reward our executive officers if such growth in sales results in increased profitability. We also increased this factor from 20% to 30% as a result of our elimination of the SDF metric. Other than the specific changes mentioned above, the general framework of the MIP performance goals remained similar to previous years.2020.

The target levels for the performance goals were aligned with the corporate objectives in our annual operating plan. To provide an added performance incentive, the Compensation Committee determined that the amount of incentive compensation related to each performance goal would be scaled according to

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the amount by which the measure exceeded or fell short of the target. TheFor 2020, the Compensation Committee also determinedchanged payout levels at threshold performance from achievement of 75% of target, as in prior year MIP plans, to achievement of 50% of target. In determining to make this change, the Compensation Committee reviewed information about annual incentive plan design among peer companies and considered the need for the Company to ensure that the performance goals are reasonably attainable to provide appropriate incentives for free cash flow and income from growth should have a threshold level below which no incentive compensation would be earned, and that potential executive officers. As such,

payouts would befor 2020 performance were scaled from 0.750.50 at the threshold performance to 2.0 times at the maximum, as detailed above. For segment income,in the Committee set the threshold at 0.75 and the maximum potential payout at 3.0 times the target.tables above.

The actual incentive compensation of each Named Executive Officer was determined by multiplying the eligible target incentive compensation amount by a multiplier determined as described above. Taking into account the adjustments described below the following table, for 2017,For 2020, actual results as measured by the performance goals under the MIP for each of our Named Executive Officers were as follows:

Financial Performance Measure     Weight     Actual Financial Results     Payout %     Weighted
Payout %
Segment Income (As Adjusted for the MIP)40%$882.792.8%37.1%
Free Cash Flow30%$627.0161.7%48.5%
Income from Growth30%$68.0147.5%44.2%
Total100%129.8%
Company-wide
Financial Performance Measure

Weight
Actual Financial Results*
Payout %
Weighted Payout %
Segment Income* 50% $518 million 74.9% 37.4%
​ ​​ ​​​​ ​​
Revenue 30% $3,018 million 95.5% 28.7%
​ ​​ ​​​​ ​​
Free Cash Flow* 20% $512 million 200.0% 40.0%
​ ​​ ​​​​ ​​
Total 100%     106.1%
​ ​​ ​​​​ ​​

Adjustments

Consumer Solutions
Financial Performance Measure

Weight
Actual Financial Results*
Payout %
Weighted
Payout %
Consumer Solutions Income 20% $419 million 134.8% 27.0%
​ ​​ ​​​​ ​​
Consumer Solutions Revenue 40% $1,743 million 133.7% 53.5%
​ ​​ ​​​​ ​​
Consumer Solutions Free Cash Flow 20% $422 million 200.0% 40.0%
​ ​​ ​​​​ ​​
Pentair Income 20% $518 million 74.9% 15.0%
​ ​​ ​​​​ ​​
Total 100%     135.4%
​ ​​ ​​​​ ​​

Totals may not sum due to operating incomerounding.

*
Please see Appendix A for factors specified in the MIP included: restructuring and other charges ($32.0 million), separation costs ($53.1 million), intangible asset and other impairment ($32.0 million), pension “markreconciliation of GAAP to market” losses ($1.6 million), intangible asset amortization ($97.7 million), and foreign exchange impact (-$14.5 million). Adjustmentsto free cash flow for factors specified in the MIP include separation costs of $16.1 million. Based on the foregoing, the Named Executive Officers received the MIP payouts that are reflected in the “Non-Equity Incentive Plan Compensation” column under “Executive Compensation Tables-Summary Compensation Table.”

PERQUISITES AND OTHER PERSONAL BENEFITS

During 2017, we provided our Named Executive Officers with a perquisite program (the “Flex Perq Program”) under which the Named Executive Officers received a cash perquisite allowance in an amount that the Committee believed to be customary, reasonable and consistent with our overall compensation program to better enable us to attract and retain superior employees for key positions. The Committee periodically reviews market data provided by Aon Hewitt to assess the levels of perquisites provided to Named Executive Officers.

For 2017, the total aggregate annual allowance under the Flex Perq Program was $50,000 for Mr. Hogan and $40,000 for all other Named Executive Officers. We also provided a fitnesscenter reimbursement for certain of our Named Executive Officers. The fitness center reimbursement is provided pursuant to a broad-based policy that applies generally to U.S. employees. The amounts of the annual allowance under the Flex Perq Program and the fitness center reimbursement arenon-GAAP financial measures included in the “All Other Compensation” column under “Executive Compensation Tables – Summary Compensation Table” and are set forth in more detail in footnote 7 to that table.

Mr. Jacko received a one-time cash award based on a wide range of factors, including a market review, prior compensation level and arms length negotiation with Mr. Jacko. The

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award is included in the “Bonus” column under “Executive Compensation Tables – Summary Compensation Table.” Mr. Jacko also received relocation assistance in 2017, which is included in the “All Other Compensation” column under “Executive Compensation Tables – Summary Compensation Table” and is set forth in more detail in footnote 7 to that table.

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.
this section.

2017 LONG-TERM INCENTIVE COMPENSATION

2020 LONG-TERM INCENTIVE COMPENSATION

The Compensation Committee emphasizes executive compensation that is tied to building and sustaining our company’scompany's value through ordinary share performance over time.

GRAPHIC

20162017
  

In keeping with its philosophy that executive compensation must be tied to building and sustaining value through ordinary share performance over time, theThe Compensation Committee establishes long-term incentive compensation targets with reference totaking into consideration both published survey data and data from our Comparator Group. The Compensation Committee does not set award levels based on a

particular peer group benchmark or any single factor. The Compensation Committee may make awards above or below that range if it believes it is necessary to providedetermines appropriate retention and performance incentives based on a wide range of factors, such as competitive conditions for the Named Executive Officer’sOfficer's position within the Comparator Group and in the broader employment market, as well as the Named Executive Officer’sOfficer's level of responsibility, experience, and individual performance.

In 2017, the Committee awarded long-term incentive compensation under the Pentair plc 2012 Stock and Incentive Plan. As it does each year, in determining 2020 long-term incentive compensation, the Compensation Committee referenced benchmark data (including compensation surveys, Comparator Group information and other data provided by Aon Hewitt)Consulting) in setting target dollar award levels for each Named Executive Officer and for each position or grade level. The

As in prior years, the Compensation Committee reduced the long-term incentive compensation targets for Messrs. Hogan and Stauch in 2017continued to reflect our smaller size following the sale of our Valves & Controls business. For Ms. Wozniak and Mr. Frykman, the Committee increased their target long-term incentive compensation level to reflect performance, increased level of responsibility, and competitive conditions in the Comparator Group data. Mr. Jacko’s targetlong-term incentive compensation was set at a competitive level and through arm’s length negotiation in connection with his recruitment to join our company in 2017.

The Committee approved in December 2016 the elements and mix of long-term incentive compensation granted effective January 3, 2017 under the Pentair plc 2012 Stock and Incentive Plan. The Committee granted all then-serving Named Executive Officers a mix of the following components: stock options, restricted stock units and performance share units.

We have balancedbalance our long-term incentive compensation program vehicles to create an equal focuscomponents in a manner focused on shareholder wealth creation, the creation of a sustainingsustainable business, and assuringensuring the leadership is committed to the long-term success of our company.

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For 2020, the enterprise. While in prior years, each componentCompensation Committee maintained the mix of the long-term incentive award value was weighted equally, for the 2017 awards, the Committee increased the weight of the performance share units and correspondingly decreased the weight of stock options and restricted stock units in response to shareholder feedback and consistent with the Committee’s commitment to pay-for-performance. As such, for 2017, performance share units accounted forat 50% of the total long-term award value and stock options and restricted stock units each accountedat 25% of the total long-term award value, except for 25%.certain awards made in connection with newly hired or promoted executive officers as described below. The components had the features described below:below.

►

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.


Pentair plc     43

►
TableStock options – Each stock option has a term of Contentsten years, with one-third of the options vesting on each of the first, second, and third anniversaries of the grant date.
►
Restricted stock units – Each restricted stock unit represents the right to receive one ordinary share upon vesting. The restricted stock units generally vest as to one-third of the restricted stock units on each of the first, second, and third anniversaries of the grant date. Restricted stock units granted after May 2020 accrue dividend equivalents that will be paid out in ordinary shares if and when the award vests. Earlier restricted stock units entitled the holder to receive cash dividends on the units when dividends were declared.
►
Performance share units – Each performance share unit represents the right to receive one ordinary share at the end of a three-year performance period if specified performance goals are achieved. For the performance share units granted in 2020 for the performance period 2020-2022, the Compensation Committee retained adjusted EPS and ROIC as the performance goals.

The Compensation Committee selected these metrics because of their relationship to driving long-term shareholder value and alignment with business strategy. The Compensation Committee believes that, while long-term interests should be reflected in performance-based awards, the targets should also be

COMPENSATION DISCUSSION AND ANALYSIS

►

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.

►

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:


Metrics    Weight    Threshold
(50% payout)		    Target
(100% payout)		    Superior
Performance
(200% payout)		    Excellence
(300% payout)
Adjusted EPS75.0%$3.45$3.85$4.25$4.50
Average ROE25.0%10.0%12.0%14.0%16.0%

realistic and attainable. As such, the Compensation Committee set performance metrics for the 2020-2022 PSUs based on adjusted EPS and ROIC targets aligned with the growth objectives as defined within Pentair's strategic plan, including payouts at Threshold levels that would pay out only at minimum Adjusted EPS growth and minimum ROIC performance. Payouts would be based on achievement of the threshold, target and maximum level of performance set for each metric, with payouts scaled for performance between threshold and target and between target and maximum.those levels.

In additionconnection with equity awards to his award under ourthe Named Executive Officers who joined the Company in the spring of 2020 shortly following the emergence of the pandemic, the Committee determined to grant the value of the long-term incentive plan, Mr. Jacko also received an equity-based award during 2017awards to these executive officers entirely in the form of restricted stock units subject to 4-year cliff-vesting.that cliff vest after three years. The Committee determined that this form of award had an aggregate grant datewas appropriate in light of concerns that our stock price at the time did not reflect a more normalized fair value of approximately $500,000. The Committee determinedour shares, which could lead to a windfall for the amountnew executives, and formit was unclear whether the performance metrics under our PSUs reflected meaningful objectives in light of the award based on arm’s length negotiations with Mr. Jacko.pandemic.

The numbers of shares subject to the stock options, restricted stock units and performance share units and the values of the awards granted to the Named Executive Officers in 20172020 are reflected under “Executive"Executive Compensation Tables-GrantsTables — Grants of Plan-Based Awards Table.”in 2020."

The value of restricted stock units that vested for each Named Executive Officer in 20172020 and the value of options exercised by each Named Executive Officer in 20172020 are shown in the table under “Executive"Executive Compensation Tables-OptionTables — 2020 Option Exercises and Stock Vested.”Vested Table."

PRIOR LONG-TERM INCENTIVE GRANTS

Achievement under 2018-2020 PSUs

Prior to 2016, as described above, theThe Committee granted cashstock settled performance units rather than performance share units to the Named Executive Officers. The Committee made such a grantOfficers in 20152018, relating to the three-year performance period 2015-2017.2018-2020. Each performance unit entitled the holder to a cash paymentone ordinary share following the end of the three-year performance period if we achieved specifiedspecific company performance goals on metrics established by the Committee. The performance goals selected by the Committee for the 2015-20172018-2020 performance period were revenue growth

Adjusted EPS and return on invested capital, eachAverage ROE, weighted 50%. Subject to establishment of the bonus pool75% and depending on cumulative company performance over the three-year performance period, we would pay nothing if the threshold were not met, 50% of the target value if the threshold were met, 100% of the target value if the target were met and 200% of the target value if the maximum were met.25% respectively. Payouts would be scaled for performance between threshold and target and between target and maximum.

44     2018 Proxy StatementThe Compensation Committee reviewed and approved the performance share units for the 2018-2020 performance period as reflected in the chart below.

​

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COMPENSATION DISCUSSION AND ANALYSIS

The performance goals selectedpayout levels for 2018-2020 PSUs were as follows:

Financial Performance Measure
Weight
Threshold
(50%
Payout)


Target
(100% payout)

Maximum
(200% payout)

Actual
Actual
Weighted
Payout
(% of Target)
Adjusted EPS* 75% $2.25 $2.58 $3.35 $2.50 66.0%
​ ​​ ​​​​ ​​ ​​ ​​
ROE** 25% 14.0% 16.0% 19.0% 18.9% 49.1%
​ ​​ ​​​​ ​​ ​​ ​​
2018-2020 Total Weighted Performance 100%         115.1%
​​​ ​​​​ ​​ ​​ ​​
*
Adjusted EPS is determined based on full year 2020 adjusted earnings per diluted share from continuing operations.

**
ROE is the 3-year average of adjusted net income from continuing operations for the years ended 2018 to 2020 divided by the 3-year average shareholders' equity (excluding foreign currency translation adjustment) for 2018 to 2020.

PERQUISITES AND OTHER PERSONAL BENEFITS

The Compensation Committee periodically reviews market data provided by Aon Consulting to assess the levels of perquisites and other personal benefits provided to the Named Executive Officers.

We provide our executive officers with limited perquisites in the form of occasional personal use of

event tickets when such tickets are not being used for the 2015-2017 performance period,business purposes and a limited financial counseling benefit, for which, in both cases, we have no aggregate incremental cost, as well as the weighting, potential payout levels, actual performance and actual payout percentages were as follows:one executive physical per year for preventative care.

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 201450%1.0% CAGR3.0% CAGR6.0% CAGR(8.7%) CAGR0%
Return on Invested Capital (ROIC) in100 basis point250 basis point450 basis point30 basis point
2015-2017 Compared to 201450%increaseincreaseincreasedecrease0%
2015 Program Total Weighted Performance  0%

(1)CAGR excludes the impact of changes in foreign currency exchange rates.

Because the total revenue in 2014 included revenue earned by our Valves & Controls business, the actual CAGR reported above is negative as a result of the sale of our Valves & Controls business in 2017. Based on the foregoing, the Named Executive Officers received no payouts with respect to the 2015-2017 cash settled performance units.


STOCK OWNERSHIP GUIDELINES

STOCK OWNERSHIP GUIDELINES

The Compensation Committee has established stock ownership guidelines for the Named Executive Officers and other executives to motivate them to become significant shareholders, and to further encourage long-term performance and growth, and to align their interests with those of shareholders generally. The Compensation Committee monitors executives’executives' compliance with these guidelines and periodically reviews the definition of “stock ownership”"stock ownership" to reflect the practices of companies in the Comparator Group. “Stock ownership”"Stock ownership" currently includes ordinary shares

owned by the officerexecutives both directly and indirectly, the pro-rated portion of unvested restricted stock,restricted stock units, and shares held in our employee stock ownership plan or our employee stock purchase plan. Stock ownership does not include performance share units until they are earned at the end of the performance period. The Compensation Committee determined that, over a period of five years from appointment, certain executives should accumulate and hold ordinary shares equal to specified multiples of their base salary. We increased the ownership guidelines applicable to our Segment Presidents from 2.0 times base salary to 2.5 times base salary in 2017. Following those adjustments, the multiples of base salary required by the guidelines are as follows:salaries.

Executive Level
Stock Ownership Guidelines
(as a multiple of salary)
Chief Executive Officer 6.0x base salary
​​​
Executive Vice President and Chief Financial Officer
Executive Vice President and Chief Operating Officer		3.0x base salary
Senior​ ​​
Executive Vice President and Chief Human Resources Officer;Officer2.5x base salary
SeniorExecutive Vice President and General Counsel;Counsel
Executive Vice President and Chief Growth Officer
Executive Vice President and Chief Technology Officer
Executive Vice President and Chief Supply Chain Officer
Segment Presidents
Senior Vice President and Chief Marketing Officer;​​​
Other key executives2.0x base salary
Other key executives​ ​​
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STOCK OWNERSHIP FOR THE CONTINUING NAMED EXECUTIVE OFFICERS AS OF DECEMBER 29, 201731, 2020

     Share
Ownership		     12/31/17
Market Value
($)(1)		     Ownership
Guideline
($)		     Meets
Guideline
Randall J. Hogan623,78844,051,9357,654,770Yes
John L. Stauch203,50214,371,2882,104,800Yes
Beth A. Wozniak18,0731,276,3011,212,500Yes
Karl R. Frykman43,2813,056,5221,212,500Yes
John H. Jacko2,209156,000870,000No(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

Name


Share
Ownership

12/31/20
Market Value
($)(1)


Ownership
Guideline
($)


​

Meets
Guideline

John L. Stauch

 338,705 17,981,848 5,820,000  Yes 
​ ​​​​ ​​ ​​ ​ ​

Robert P. Fishman

 7,544 400,511 1,950,000  No(2)
​​​ ​​ ​​ ​​ ​ ​

Karla C. Robertson

 25,413 1,349,176 1,350,000  No(2)
​ ​​ ​​​​ ​​ ​​

Mario R. D'Ovidio

 3,772 200,255 1,500,000  No(2)
​ ​​ ​​​​ ​​ ​​

John H. Jacko

 22,354 1,186,774 1,275,000  No(2)
​ ​​ ​​​​ ​​ ​​
(1)
The amounts in this column were calculated by multiplying the closing market price of our ordinary shares on the last trading day of our most recently completed fiscal year of $53.09 by the number of shares owned.
(2)Per the terms of our stock ownership guidelines, an executive has five years from the date of his or her appointment to meet his or her ownership guideline. Mr. Jacko joined Pentair on January 30, 2017, and thus is not yet required to meet his ownership guideline.

SHARE OWNERSHIP REQUIREMENTS     

(2)
Per the terms of our stock ownership guidelines, an executive has five years from the date of his or her appointment to meet his or her ownership guideline. Each of Mr. Fishman, Ms. Robertson, Mr. D'Ovidio and Mr. Jacko joined the Company within the last five years; thus none of these Named Executive Officers was required to have met the applicable ownership guidelines as of December 31, 2020.

(3)
Messrs. Borin and Frykman each ceased serving in their respective executive positions with the Company effective June 6, 2020.

GRAPHIC

EQUITY HOLDING POLICY

EQUITY HOLDING POLICY

We maintain an equity holding policy under which executive officers subject to our stock ownership guidelines are required to retain 100% of the net number of shares acquired under equity awards until

the ownership guidelines are satisfied.

This policy may be waived to the extent its application to any individual executive officer would cause undue hardship to the executive officer.

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CLAWBACK POLICY

We maintain a clawback policy under which certain incentive compensation earned by ouran executive officersofficer may be recouped if the executive officer’sofficer's fraud or intentional misconduct is a significant contributing factor to a restatement of financial results. The incentive compensation subject tothisto this policy includes

cash bonuses, cash performance units and equity-based awards subject to performance-based vesting conditions to the extent the compensation was paid, credited or earned during the year after the financial results were first disclosed.

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POLICY PROHIBITING HEDGING AND PLEDGING

We maintain a policy that prohibits our executive officers, directors and directorsother employees from purchasing financial instruments (including prepaid variable forward contracts, equity swaps, collars and exchange funds) or otherwise engaging in transactions that hedge or offset, or are designed to hedge or offset, any decrease in the market value of Pentair securities. Prohibited transactions include transactions in puts, calls, cashless collars, options (other than options issued by Pentair to acquire Pentair securities), short sales and similar rights and obligations. This restriction applies to all Pentair

securities owned directly or indirectly by the individual, including Pentair securities owned by their family members and their respective designees. Nothing in our policy precludes an executive officer, director or employee or their designees from engaging in hedginggeneral portfolio diversification or investing in broad-based index funds. In addition, our executive officers, directors and other employees and their family members are also prohibited from holding Pentair securities in a margin account or otherwise pledging transactions involving our ordinary shares or other Pentair securities.securities as collateral for a loan.

RETIREMENT AND OTHER BENEFITS

RETIREMENT AND OTHER BENEFITS

Eligible Named Executive Officers and other executives and employees participate in a number of retirement and similar plans that are described below under “Executive"Executive Compensation Tables –— 2020 Pension Benefits.”" We also provide other benefits

such as medical, dental, life insurance and disability coveragetocoverage to substantially all of our full-time U.S. salaried employees, including the Named Executive Officers. We aim to provide employee and executive benefits at levels that reflectare competitive market levels.in the market.

Medical, Dental, Life Insurance and Disability Coverage

Employee benefits such as medical, dental, life insurance and disability coverage are available to all full-time U.S.-based participantsemployees through our active employee plans. In addition to these benefits for active employees, we provide post-retirement medical, dental and life insurance coverage to certain retirees in accordance with the legacy company plans which that

applied at the time the employees were hired. We provide up to one and a half times annual salary (up to $1,000,000) in life insurance, and up to $15,000 per month in long-term disability coverage. The value of these benefits is not required to be included in the Summary Compensation Table sincebecause they are made available to all full-time U.S. salaried employees.

Other Paid Time-Off Benefits

We also provide vacation and other paid holidays to all employees, including the Named Executive Officers, which we have determined to be comparable to those provided at other large companies.

Deferred Compensation

We sponsor a non-qualified deferred compensation program, called the Sidekick Plan, for our U.S. executives within or above the pay grade that has a

midpoint annual salary of $176,900$197,300 in 2017.2020. This plan permits executives to defer up to 25% of their base salary and 75% of their annual cash incentive

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compensation. Executives also may defer receipt of restricted stock units or performance share units. We normally make contributions to the Sidekick Plan on behalf of participants with respect to each participant’sparticipant's contributions from that portion of his or her income above the maximum imposed by the U.S. Internal Revenue Code of 1986, as amended (the “Code”"Code"), which was $270,000$285,000 in 2017,2020, but below the Sidekick Plan’sPlan's compensation limit of $700,000. Please see the narrative following the “Nonqualified"Nonqualified Deferred Compensation Table”Table" below for additional information on our contributions.

Participants in the Sidekick Plan may invest their account balances in a number of possible mutual fund investments. Fidelity Investments Institutional Services Co. provides these investment vehicles for

participants and handles all allocation and accounting services for the Sidekick Plan. We do not guarantee or subsidize any investment earnings under the Sidekick Plan, and our ordinary shares are not a permitted investment choice under the Sidekick Plan, although deferred restricted stock units and performance share units are automatically invested in shares.

Amounts deferred, if any, under the Sidekick Plan by the Named Executive Officers are included in the “Salary”"Salary" and “Non-Equity"Non-Equity Incentive Plan Compensation”Compensation" columns under “Executivein the Summary Compensation Tables-Summary Compensation Table.” Our contributions allocated to the Named Executive Officers under the Sidekick Plan are included in the “All"All Other Compensation”Compensation" column under “Executivein the Summary Compensation Tables-Summary Compensation Table.”

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Randall J. Hogan Retirement Agreement

Upon completion of the Separation, Randall J. Hogan will retire as our Chairman and Chief Executive Officer and join the board of directors of nVent serving as Chairman. On March 14, 2018, we entered into a Retirement Agreement with Mr. Hogan. The Committee approved such Retirement Agreement after careful consideration of what is in the best interest of our shareholders regarding leadership continuity and the creation of long-term shareholder value. Pursuant to such Retirement Agreement, Mr. Hogan will, among other things retire as ourChairman and Chief Executive Officer at the effective time of the Separation and provide consulting services to us from the date of the Separation through August 31, 2020, for up to 40 hours per calendar year. In exchange, we will, among other things, provide Mr. Hogan with office space and certain support services from the date of the Separation through August 31, 2020, and continue to cover Mr. Hogan and his dependents under our medical and dental plans at our expense through August 31, 2020.

SEVERANCE AND CHANGE-IN-CONTROL BENEFITS

SEVERANCE AND CHANGE IN CONTROL BENEFITS

We provide severance and change-in-controlchange in control benefits to selected executives to facilitate smooth executive transitions, attract and retain executive talent, and provide for continuity of management upon a threatened or completed change in control. TheseWe believe that the security that these benefits provide helps our key executives to remain focused on our ongoing business and reduces the key executives' concerns about future employment. We also believe that these benefits allow our executives to consider the best interests of our company and shareholders due to the economic security afforded by these benefits. We currently provide the following severance and change in control benefits to our executive officers:

►
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. The benefits under these agreements are designed to provide economic protection to key executives following a change in control of our company so that our executives can remain focused on our business without undue personal concern. We believe
►
If after a change in control of the Company, an eligible employee is terminated by the Company other than by reason of death, disability or cause (as defined in the KEESA), then all options, restricted stock and restricted stock units that are unvested become fully vested (e.g., double trigger vesting); all performance awards (other than annual
►
Our new executive officer severance and change-in-control benefits toplan provides our executive officers:

►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.
►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 satisfaction of the performance goals (i.e., target). In addition, if an employee’s employment is involuntarily terminated for a reason other than cause, death or disability, or if an employee who is a Board-appointed corporate officer voluntarily terminates employment for good reason, then the employee’s outstanding awards under the Pentair plc 2012 Stock and Incentive Plan will be eligible for continued or accelerated vesting as described below under “Executive Compensation Tables-Potential Payments Upon Termination Or Change In Control.”
►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.
officers with severance benefits in the event of certain types of terminations of employment (other than a termination following a change in control). The severance benefits are aligned with market practices and are designed to attract and retain executive talent. The plan is described in more detail below.

We explain these benefits more fully below under “Executive"Executive Compensation Tables-PotentialTables — Potential Payments Upon Termination Or Change In Control.”"

We have adopted a policy of not including automatic single triggersingle-trigger change in control vesting and excise tax gross-ups in new agreementsKEESAs with our executive officers. Since 2013,In addition, during 2018, all outstanding legacy KEESAs were replaced with the new form of KEESA adopted by Pentair for any new agreements hires since 2015.

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These KEESAs replaced single-trigger vesting of cash and equity awards upon a change in control with double-trigger vesting and also eliminated excise tax gross-ups. Accordingly, none of our KEESAs with our Named Executive Officers include single-trigger vesting or excise tax gross-ups.

In connection with Mr. Frykman's termination of employment when his position was eliminated in connection with our new organizational structure, we

entered into a separation and release agreement with anyMr. Frykman. The decision to eliminate Mr. Frykman's position and his associated transition out of the Company occurred prior to the adoption of our new executive officers did not contain eitherofficer severance plan. As a result, the terms of these features, includingMr. Frykman's payments and benefits were determined specific to his circumstances and the agreements that we entered into with Ms. Wozniak, our Senior Vice President and President, Electrical and Mr. Jacko, our Senior Vice President and Chief Marketing Officer.Company's desire to ensure a smooth transition of his responsibilities.

IMPACT OF TAX CONSIDERATIONS

IMPACT OF TAX CONSIDERATIONS

For 2017, Section 162(m) of the Code generally limited to $1,000,000limits the amount ofwe may deduct for compensation that we could deductpaid in any one year to certain executive officers ("covered employees") to $1,000,000. Section 162(m) exempted qualifying performance-based compensation with respect to certain covered executives, excluding performance-based compensation meeting certain requirements, including periodic shareholder approval of the benefit plans under which we pay such performance-based compensation. For compensation paid for the 2017 fiscal year, the covered executives were Mr. Hogan, Ms. Wozniak, Mr. Frykman and Mr. Jacko (our Chief Executive Officer and our three other most highly paid executive officers, other than our Chief Financial Officer).

For 2017, our annual and long-term cash incentive compensation was generally performance-based compensation and, as such, was fully deductible. At the 2013 Annual General Meeting, our shareholders approved the performance goals under the Pentair plc 2012 Stock and Incentive Plan, making awards granted under the Plan eligible to be treated as performance-based compensation under Section 162(m) of the Code. The Committee included a performance hurdle on grants of restricted stock units in 2017 that required our company to meet a specified goal for adjusted net income for any vesting to take place. This performance condition was intended to make the restricted stock units eligible to be

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treated as performance-based compensation. Stock options, performance shares, and cash incentive compensation granted under our MIP compensation were also generally treated as performance-based compensation for purposes of Section 162(m) of the Code, and as such, were fully deductible.

Starting with the 2018 fiscal year, as a result of the changes made to Section 162(m) of the Code by the Tax Cuts and Jobs Acts, our number of covered executives will increase and will include those four executives mentioned above who were our covered executives for 2017, plus any executive who serves as our Chief Executive Officer or Chief Financial Officer at any timetaxable years beginning on or after January 1, 2018, or any executive who is among our three most highly compensated executive officers for any fiscal year beginning with 2018. Also starting with the 2018 fiscal year, the only performance-based compensation that will be exempt from the $1,000,000 deduction limit is performance-based compensation that is paidbefore December 31, 2017 and payable pursuant to a binding contractinwritten agreements in effect on November 2, 2017. Accordingly, anySince that time all compensation paid in the future pursuant to new compensation arrangements entered into after November 2, 2017, even if performance-based, will count towardscovered employees has been subject to the $1,000,000 deduction limit if paid to a covered executive.limit.

The Committee also considers the impact of other tax provisions, such as the restrictions on deferred compensation set forth in Section 409A of the Code, and attempts to structure compensation in a tax-efficient manner, both for the Named Executive Officers and for our company. To maintain flexibility in compensating executive officers in a manner designed to promote varying corporate goals and as a result of the changes made to Section 162(m) of the Code by the Tax Cuts and Jobs Act, some of the compensation that we provide to our executive officers may not be deductible. It is also possible that compensation we believe to be deductible under Section 162(m) may not be deductible.

COMPENSATION CONSULTANT

COMPENSATION CONSULTANT

During 2017, theThe Compensation Committee continued to retain Aon Hewitt,engages an external compensation consultant to advise the Compensation Committee in implementing and overseeing appropriate compensation programs and policies. The Compensation Committee regularly evaluates the performance of its external compensation consultant and periodically conducts a competitive bid process for the role.

During 2020, the Compensation Committee continued to retain Aon Consulting, an external compensation consultant, to advise the Compensation Committee on executive compensation issues. See “Corporate"Corporate Governance Matters –— Committees of the Board –— Compensation Committee.”" The Compensation Committee evaluated the independence of Aon HewittConsulting and the individual representatives of Aon HewittConsulting who served as the Committee’sCompensation Committee's consultants based on the factors required by the NYSE. Aon HewittConsulting is a wholly ownedwholly-owned subsidiary of Aon plc, which provides insurance brokerage and benefit administrative outsourcingconsulting services to us. For the year ended December 31, 2017,2020, we paid Aon plc approximately $476,521$1,350,000 for theseinsurance brokerage and benefit consulting services and Aon HewittConsulting approximately $279,915$192,000 for executive compensation consulting for the Compensation Committee. The decision to engage Aon plc for insurance brokerage and benefit administrative outsourcingconsulting services was made by management and was not approved by the Board or

the Compensation Committee. The Compensation Committee concluded, based on the evaluation described above, that the services performed byAonby Aon plc with respect to insurance and benefits administration did not raise a conflict of interest or impair Aon Hewitt’sConsulting's ability to provide independent advice to the Compensation Committee regarding executive compensation matters.matters and that Aon Consulting was independent for purposes of the Compensation Committee.

At the direction of the Compensation Committee, Aon HewittConsulting advises the Compensation Committee in implementing and overseeing appropriate compensation programs and policies. As part of this process, Aon HewittConsulting provides the Compensation Committee with comparative market data based on analyses of the practices of the Comparator Group defined above under “Comparative Framework”"Comparative Framework" and relevant survey data. The comparative market data that Aon HewittConsulting provides address the structure of the compensation programs maintained by the Comparator Group companies as well as the amount of compensation they provide. Aon HewittConsulting provides guidance on industry best practices and advises the Compensation Committee in determining appropriate ranges for base salaries, annual incentivesincentive compensation and equitylong-term incentive compensation for each senior executive position.

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EVALUATING THE CHIEF EXECUTIVE OFFICER’S PERFORMANCE

The

EVALUATING THE CHIEF EXECUTIVE OFFICER'S PERFORMANCE

In 2020, the independent directors on the Board and the Compensation Committee employemployed a formal rating process to evaluate Mr. Stauch's performance. Each independent director provided an evaluation of Mr. Stauch's performance. The Board Chairman and the Chief Executive Officer’s performance. As part of this process,Compensation Committee Chair discussed the Board reviews financialevaluation results with the Compensation Committee and other relevant data related toindependent directors, and the performance ofindependent directors reviewed and discussed the Chief Executive Officer at each meetingevaluation

results and Mr. Stauch's compensation in executive session of the Board throughoutof Directors meeting. The Board Chairman and the year.At the end of the year, each independent director provides an evaluation and rating of the Chief Executive Officer’s performance in various categories. TheCompensation Committee Chair submits a consolidated rating reportfinalized Mr. Stauch's performance assessment and reviewed the Committee’s recommendations regarding the Chief Executive Officer’s compensation to the independent directors for review andratification. The Lead Director chairs a discussion with the independent directors in executive session without the Chief Executive Officer present. From that discussion, the Committee finalizes the Chief Executive Officer’s performance rating.The Committee Chair and the Lead Director review the final performance ratingassessment results and commentary with the Chief Executive Officer.Mr. Stauch. The Compensation Committee takes the performance rating and financial data into account in determining the Chief Executive Officer’sdetermined Mr. Stauch's compensation and the adoption of goals and objectives for the Chief Executive Officerperformance targets for the following year.

EQUITY AWARD PRACTICES

EQUITY AWARD PRACTICES

The Compensation Committee reviews and approves all equity awards to newly hired or promoted executivesexecutive officers at regular meetings throughout the year. As a rule,The Compensation Committee has also given the Committee grantsChief Executive Officer discretion to grant equity awards to newly hired or promoted executives thatnon-executive officers as required throughout the year (other than normal annual grants, which are granted by the Compensation Committee) within the guidelines of our equity incentive plan, up to a maximum grant date value of $2,000,000 total for 2020. The Chief Executive Officer provides a summary report to the Compensation Committee disclosing the aggregate awards granted by

the Chief Executive Officer during the preceding fiscal year. Awards granted outside of our regularly scheduled Compensation Committee meetings are generally effective the earlier ofon the last day of the month following the date of hire or promotion or the last day of the month following the date of the Committee meeting atin which the grant isthey were approved. If the last day of such month is a day on which the NYSE is not open for trading, then the grant date will be the first day of the following month on which the NYSE is open for trading. The Committee has also given the Chief Executive Officer discretionto grant equity awards to non-executive officers as required throughout the year (other than normal annual grants, which are granted by the Committee) within the guidelines of the Pentair plc 2012 Stock and Incentive Plan, up to a maximum grant date value of $2,000,000 total for 2017. The Chief Executive Officer provides a summary report to the Committee Chair disclosing the aggregate awards granted by the Chief Executive Officer during the preceding fiscal year. All options are granted with an exercise price equal to fair market value based on the closing share price on the effective day of grant.

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EXECUTIVE COMPENSATION TABLES

SUMMARY COMPENSATION TABLE

The table below summarizes the total compensation paid to or earned by each of the Named Executive Officers for the years ended December 31, 2015, 20162018, 2019, and 2017.2020.

(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. Hogan20171,275,795-6,888,7492,296,2532,650,6341,137,95276,50414,325,887
Chairman and Chief20161,275,795-6,666,6963,329,9012,877,5131,256,952176,63615,583,493
Executive Officer20151,275,795-3,133,3603,132,8771,860,352-101,6579,504,041
John L. Stauch2017701,600-2,175,037724,999911,0421,344,45477,2645,934,396
Executive Vice President2016701,600-1,933,352965,670897,278883,59381,0795,462,572
and Chief Financial Officer2015674,625-800,027799,883416,00067,88381,4082,839,826
Beth A. Wozniak2017485,000-975,009324,994503,826297,76975,1622,661,760
President, Electrical2016485,000-666,660332,988226,447212,58654,4611,978,142
2015145,133100,000875,016875,297--11,9722,007,418
Karl R. Frykman2017485,000-975,009324,994503,826251,47464,1612,604,464
President, Water(8)2016485,000-666,660332,988640,169275,46667,8142,468,097
John H. Jacko2017401,771250,000875,036125,000367,157177,310415,8712,612,145
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 52.
(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 – $2,650,634; Mr. John L. Stauch – $911,042; Ms. Beth A. Wozniak – $503,826; Mr. Karl R. Frykman. – $503,826; and Mr. John H. Jacko – $367,157. 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.

Pentair plc     51

Table

(a)
​
(b)
(c)
​
(d)
(e)
​
(f)
(g)
(h)
(i)
(j)
​ ​ ​​ ​ ​ ​ ​ ​ ​ ​​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Name and
Principal Position

​
Year
Salary
($)(1)

​

Bonus
($)

Stock
Awards
($)(2)


​


Option
Awards
($)(3)


Non-Equity
Incentive
Plan
Compensation
($)(1)(4)




Change in
Pension
Value and
Non-Qualified
Deferred
Compensation
Earnings
($)(5)







All Other
Compensation
($)(6)


Total
Compensation
($)
John L. Stauch  2020 970,038  — 3,374,966  1,124,995 1,234,888 2,598,053 39,104 9,342,044
​​​ ​ ​​​​ ​ ​​​​ ​ ​​​​ ​​ ​​
President and Chief  2019 950,037  — 3,150,018  1,050,003 — 1,226,295 37,507 6,413,860
​​​ ​ ​​ ​​ ​ ​​ ​​ ​ ​​ ​​ ​​​​
Executive Officer  2018 852,618  — 2,850,014  949,997 1,292,799 344,162 41,474 6,331,064
​ ​​ ​ ​​ ​​ ​ ​​ ​​ ​ ​​ ​​ ​​ ​​
Robert P. Fishman  2020 455,510  — 1,499,989  — 482,333 — 109,046 2,546,878
Executive Vice President,
Chief Financial Officer and
Chief Accounting Officer		                     
​​​ ​ ​​​​ ​ ​​​​ ​ ​​​​ ​​ ​​
Karla C. Robertson  2020 540,021  — 543,764  181,249 429,665 — 54,544 1,749,243
​​​ ​ ​​ ​​ ​ ​​ ​​ ​ ​​ ​​ ​​​​
Executive Vice President,  2019 525,020  — 543,774  181,248 — — 27,217 1,277,259
​​​​ ​​ ​​​ ​​ ​​​ ​​ ​​​​ ​​
General Counsel, Secretary and  2018 500,000  350,000 506,251  168,751 465,345 — 13,750 2,004,097
Chief Social Responsibility Officer                     
​ ​​ ​​​ ​​ ​​​ ​​ ​​​ ​​ ​​ ​​
Mario R. D'Ovidio  2020 397,743  — 750,014  — 429,824 — 12,501 1,590,082
Executive Vice President and
President, Consumer Solutions		                     
​ ​​​ ​​ ​​​ ​​ ​​​ ​​ ​​​​ ​​
John H. Jacko  2020 510,020  — 506,257  168,753 351,688 214,357 18,157 1,769,232
Executive Vice President and
Chief Growth Officer		                     
​ ​​ ​ ​​ ​​ ​ ​​ ​​ ​ ​​ ​​ ​​ ​​
Mark C. Borin  2020 290,584  — 1,050,021  350,002 — 940,928 30,833 2,662,368
​​​ ​ ​​ ​​ ​ ​​ ​​ ​ ​​ ​​ ​​​​
Former Executive Vice President  2019 565,022  — 1,031,235  343,749 — 695,529 35,250 2,670,785
​​​ ​ ​​ ​​ ​ ​​ ​​ ​ ​​ ​​ ​​​​
and Chief Financial Officer  2018 524,789  300,000 899,997  300,002 520,920 25,752 39,300 2,610,760
​ ​​ ​ ​​ ​​ ​ ​​ ​​ ​ ​​ ​​ ​​ ​​
Karl R. Frykman  2020 760,939  — 1,218,757  406,246 634,949 386,395 35,250 3,442,536
​​​ ​ ​​ ​​ ​ ​​ ​​ ​ ​​ ​​ ​​​​
Former Executive Vice President  2019 665,026  — 1,218,762  406,253 — 357,093 35,250 2,682,384
​​​ ​ ​​ ​​ ​ ​​ ​​ ​ ​​ ​​ ​​​​
and Chief Operating Officer  2018 599,864  — 1,199,996  400,005 695,364 171,208 39,300 3,105,737
​ ​​ ​ ​​ ​​ ​ ​​ ​​ ​ ​​ ​​ ​​ ​​
(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. The amounts shown in the "Salary "column for Mr. Borin and Mr. Frykman include a payment for unused vacation in the amounts of Contents

EXECUTIVE COMPENSATION TABLES

(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:
$37,923 and $95,913, respectively.
(A)(B)(C)(D)(E)
Name  Perquisites under
the Flex Perq
Program
($)(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. Hogan50,00020026,304-76,504
John L. Stauch40,00029035,1751,79977,264
Beth A. Wozniak40,0006,48826,4252,24975,162
Karl R. Frykman40,0002524,136-64,161
John H. Jacko40,000368,4377,434-415,871
(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

ATTENTION: Double Counting

(2)
The amounts in column (e) represent the aggregate grant date fair value, computed in accordance with ASC 718, of Equity (2015 Cash Performance Unitsrestricted stock units and 2017 Performance Share Units)

Dueperformance share units granted during each year. The values attributable to our replacementthe 2020 grants of cash settledrestricted stock units were as follows: Mr. Stauch – $1,124,989; Mr. Fishman – $1,499,989; Ms. Robertson – $181,270; Mr. D'Ovidio – $750,014; Mr. Jacko – $168,737; Mr. Borin – $350,007 and Mr. Frykman – $406,268. The values attributable to the 2020 grants of performance share units withwere based on the probable outcome of the performance conditions at the time of grant, and were as follows: Mr. Stauch – $2,249,977; Ms. Robertson – $362,494; Mr. Jacko – $337,520; Mr. Borin – $700,014; and Mr. Frykman – $812,489. The maximum values of the 2020 grants of performance share units at the time of grant assuming that the highest level of performance conditions are attained, are as follows: Mr. Stauch – $4,499,954; Ms. Robertson – $724,988; Mr. Jacko – $675,040; Mr. Borin – $1,400,028 and Mr. Frykman – $1,624,978. Mr. Fishman and Mr. D'Ovidio did not receive any performance share units in fiscal year 2020. Mr. Borin's equity awards were forfeited in connection with his resignation on June 6, 2020. Additional assumptions used in the calculation of the amounts in column (e) are included in footnote 13 to our long-term incentive program beginning in 2016,audited financial statements for the total compensation disclosedyear ended December 31, 2020 included in our required 2017 SummaryAnnual Report on Form 10-K filed with the SEC on February 16, 2021.

(3)
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 13 to our audited financial statements for the year December 31, 2020 included in our Annual Report on Form 10-K filed with the SEC on February 16.

(4)
The amounts in column (g) reflect cash awards to the named individuals pursuant to awards under the MIP as determined by the Compensation Table above “doubles up” on ourCommittee.

(5)
The amounts in column (h) reflect the net increase, if any, in the actuarial present value of the Named Executive Officers’ long-term incentives. The “double counting” occurs because, as required by applicable SecuritiesOfficer's accumulated benefits under all of our pension plans determined using interest rate and Exchange Commission regulations,mortality rate assumptions consistent with those used in our financial statements. Messrs. Stauch, Jacko, Borin and Frykman participated in the Table includes bothPentair, Inc. Supplemental Executive Retirement Plan ("SERP"). Mr. Fishman, Ms. Robertson and Mr. D'Ovidio did not participate in the cash settled performance units that were earned in 2017 and the performance share units granted in 2017, which will not be earned until the end of the performance period in 2019. To facilitate comparability with prior years, the alternative summary compensationSERP.

(6)
The table below shows Mr. Randall J. Hogan’s total compensationthe components of column (i) for 2017 without this “doubling up” by eliminating2020, which include perquisites and other personal benefits, and the performance share units grantedCompany contributions under the Sidekick Plan, the Pentair, Inc. Retirement Savings and Stock Incentive Plan (the "RSIP") and the Employee Stock Purchase and Bonus Plan. The Named Executive Officers also receive perquisites in 2017 and including only the cash settled performance units earned in 2017:

(a)(b)(c)(d)(e)(f)(g)(h)(i)(j)
Name and
Principal Position		 Year Salary
($)		 Bonus
($)		 Stock
Awards
($)(1)		 Option
Awards
($)(2)		 Non-Equity
Incentive Plan
Compensation
($)(3)		 Change in
Pension
Value and
Non-Qualified
Deferred
Compensation
Earnings
($)(4)		 All Other
Compensation
($)		 Total
Compensation
($)
Randall J. Hogan20171,275,795-2,296,2692,296,2532,650,6341,137,95276,5049,733,407
Chairman and20161,275,795-3,333,3483,329,9012,877,5131,256,952176,63612,250,145
Chief Executive Officer
(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 51.
(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.
form of occasional personal use of event tickets when
​

52     201846     2021 Proxy Statement

Table of Contents

​

EXECUTIVE COMPENSATION TABLES

​
  ​
(A)
​
(B)
​
(C)
​
(D) 
​​ ​ ​ ​ ​ ​ ​ ​​ ​ ​ ​​
Name
​



Other Perquisites
and Personal
Benefits
($)(a)



​



Contributions under
Defined Contribution
Plans
($)(b)



​



Matches under the
Employee Stock
Purchase Plan
($)



​

Total All Other
Compensation
($)		 
John L. Stauch  1,600  35,250  2,254  39,104 
​ ​​ ​​​ ​ ​​​ ​​ ​ ​
Robert P. Fishman  100,582  8,464  —  109,046 
​​​ ​ ​​​ ​​ ​ ​​ ​ ​
Karla C. Robertson  19,294  35,250  —  54,544 
​ ​​ ​​​ ​ ​​​ ​​ ​ ​
Mario R. D'Ovidio  —  12,501  —  12,501 
​​​ ​ ​​​ ​​ ​ ​​ ​ ​
John H. Jacko  4,657  13,500  —  18,157 
​ ​​ ​​​ ​ ​​​ ​​ ​ ​
Mark C. Borin  —  30,833  —  30,833 
​ ​​ ​ ​​ ​​​ ​ ​​ ​​
Karl R. Frykman  —  35,250  —  35,250 
​​​ ​ ​​​ ​​ ​ ​​ ​ ​
(a)
The amount shown in column (A) consists of relocation assistance in the amount of $84,598 and a related tax gross-up in the amount of $13,298 for Mr. Fishman and annual executive physicals for Messrs. Stauch, Fishman and Jacko and Ms. Robertson.

(b)
The amount shown in column (B) for each individual reflects amounts contributed by us to the RSIP and the Sidekick Plan during 2020. In the case of the Sidekick Plan, the amounts contributed by us during 2020 relate to salary deferrals in 2019.
​

Pentair plc     47

​

Table of Contents

​

EXECUTIVE COMPENSATION TABLES

GRANTS OF PLAN-BASED AWARDS IN 2017

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
1/3/201712/5/201639,62579,249237,7474,592,480
1/3/201712/5/201639,6252,296,269
1/3/201712/5/20161,72557.9521,296
1/3/201712/5/2016184,27557.952,274,957
1,020,6362,041,2724,899,053
John L. Stauch
1/3/201712/5/201612,51125,02275,0661,450,025
1/3/201712/5/201612,511725,012
1/3/201712/5/20161,72557.9521,296
1/3/201712/5/201657,00157.95703,703
350,800701,6001,683,840
Beth A. Wozniak
1/3/201712/5/20165,60911,21733,651650,025
1/3/201712/5/20165,608324,984
1/3/201712/5/20161,72557.9521,296
1/3/201712/5/201624,60057.95303,698
194,000388,000931,200
Karl R. Frykman
1/3/201712/5/20165,60911,21733,651650,025
1/3/201712/5/20165,608324,984
1/3/201712/5/20161,72557.9521,296
1/3/201712/5/201624,60057.95303,698
194,000388,000931,200
John H. Jacko
2/28/20172/20/20172,1534,30612,918250,006
2/28/20172/20/20172,153125,003
2/28/20172/20/20175,16658.0663,898
2/28/20172/20/20174,94058.0661,102
5/31/20175/20/20177,551500,027
141,375282,750678,600

(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

GRANTS OF PLAN-BASED AWARDS IN 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.

​ ​  ​  ​


 Estimated Future Payouts
Under Non-Equity Incentive
Plan Awards(2)


​


Estimated Future Payouts
Under Equity Incentive Plan
Awards(3)


​  ​  ​  ​  
​ ​ ​ ​ ​ ​​ ​ ​ ​​ ​ ​ ​ ​ ​ ​ ​​ ​ ​ ​​ ​ ​ ​ ​ ​ ​ ​​ ​ ​ ​​ ​ ​ ​
(a)
​
(b)
​
(c)
​
(d)
​
(e)
​
(f)
​
(g)
​
(h)
​
(i)
​
(j)
​
(k)
​
(l)
​
(m) 
​ ​ ​ ​​ ​ ​ ​ ​ ​ ​ ​​ ​ ​ ​​ ​ ​ ​ ​ ​ ​ ​​ ​ ​ ​​ ​ ​ ​ ​ ​ ​ ​​ ​
Name
​

Grant
Date

​



Compensation
Committee
Approval
Date(1)



​

Threshold
($)

​

Target
($)

​

Maximum
($)

​

Threshold
(#)

​

Target
(#)

​

Maximum
(#)

​







All Other
Stock
Awards:
Number of
Shares of
Stock or
Units
(#)(4)







​







All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#)(5)







​





Exercise
or Base
Price of
Option
Awards
($/sh)





​




Grant Date
Fair Value
of Stock
and Option
Awards
($)(6)		 
John L. Stauch  1/02/2020  12/09/2019  —  —  —  24,235  48,470  96,940  —  —  —  2,249,977 
​​​ ​​​ ​ ​​​ ​​ ​ ​​ ​ ​​ ​​​ ​ ​​​ ​​ ​ ​​ ​ ​​ ​​​ ​ ​
   1/02/2020  12/09/2019  —  —  —  —  —  —  24,235  —  —  1,124,989 
​​​ ​​​ ​ ​​​ ​​ ​ ​​ ​ ​​ ​​​ ​ ​​​ ​​ ​ ​​ ​ ​​ ​​​ ​ ​
   1/02/2020  12/09/2019  —  —  —  —  —  —  —  2,154  46.42  21,431 
​​​ ​​​ ​ ​​​ ​​ ​ ​​ ​ ​​ ​​​ ​ ​​​ ​​ ​ ​​ ​ ​​ ​​​ ​ ​
   1/02/2020  12/09/2019  —  —  —  —  —  —  —  110,917  46.42  1,103,564 
​​​ ​​​ ​ ​​​ ​​ ​ ​​ ​ ​​ ​​​ ​ ​​​ ​​ ​ ​​ ​ ​​ ​​​ ​ ​
   —  —  582,000  1,164,000  2,328,000  —  —  —  —  —  —  — 
​ ​​​ ​​ ​ ​​ ​ ​​ ​​​ ​ ​​​ ​​ ​ ​​ ​ ​​ ​​​ ​ ​​​ ​​ ​ ​
Robert P. Fishman  6/01/2020  4/08/2020  —  —  —  —  —  —  38,481  —  —  1,499,989 
​​​ ​ ​​ ​​​ ​ ​​​ ​​ ​ ​​ ​ ​​ ​​​ ​ ​​​ ​​ ​ ​​ ​ ​​ ​​
   —  —  325,000  650,000  1,300,000  —  —  —  —  —  —  — 
​​​ ​ ​​​ ​​ ​ ​​ ​ ​​ ​​​ ​ ​​​ ​​ ​ ​​ ​ ​​ ​​​ ​ ​​ ​​
Karla C. Robertson  1/02/2020  12/09/2019  —  —  —  3,905  7,809  15,618  —  —  —  362,494 
​​​ ​ ​​ ​​​ ​ ​​​ ​​ ​ ​​ ​ ​​ ​​​ ​ ​​​ ​​ ​ ​​ ​ ​​ ​​
   1/02/2020  12/09/2019  —  —  —  —  —  —  3,905  —  —  181,270 
​​​ ​ ​​ ​​​ ​ ​​​ ​​ ​ ​​ ​ ​​ ​​​ ​ ​​​ ​​ ​ ​​ ​ ​​ ​​
   1/02/2020  12/09/2019  —  —  —  —  —  —  —  2,154  46.42  21,431 
​​​ ​ ​​ ​​​ ​ ​​​ ​​ ​ ​​ ​ ​​ ​​​ ​ ​​​ ​​ ​ ​​ ​ ​​ ​​
   1/02/2020  12/09/2019  —  —  —  —  —  —  —  16,063  46.42  159,818 
​​​ ​ ​​ ​​​ ​ ​​​ ​​ ​ ​​ ​ ​​ ​​​ ​ ​​​ ​​ ​ ​​ ​ ​​ ​​
   —  —  202,500  405,000  810,000  —  —  —  —  —  —  — 
​​​ ​ ​​​ ​​ ​ ​​ ​ ​​ ​​​ ​ ​​​ ​​ ​ ​​ ​ ​​ ​​​ ​ ​​ ​​
Mario R. D'Ovidio  6/01/2020  4/08/2020  —  —  —  —  —  —  19,241  —  —  750,014 
​​​ ​ ​​ ​​​ ​ ​​​ ​​ ​ ​​ ​ ​​ ​​​ ​ ​​​ ​​ ​ ​​ ​ ​​ ​​
   —  —  240,000  480,000  960,000  —  —  —  —  —  —  — 
​​​ ​ ​​​ ​​ ​ ​​ ​ ​​ ​​​ ​ ​​​ ​​ ​ ​​ ​ ​​ ​​​ ​ ​​ ​​
John H. Jacko  1/02/2020  12/09/2019  —  —  —  3,636  7,271  14,542  —  —  —  337,520 
​​​ ​ ​​ ​​​ ​ ​​​ ​​ ​ ​​ ​ ​​ ​​​ ​ ​​​ ​​ ​ ​​ ​ ​​ ​​
   1/02/2020  12/09/2019  —  —  —  —  —  —  3,635  —  —  168,737 
​​​ ​ ​​ ​​​ ​ ​​​ ​​ ​ ​​ ​ ​​ ​​​ ​ ​​​ ​​ ​ ​​ ​ ​​ ​​
   1/02/2020  12/09/2019  —  —  —  —  —  —  —  2,154  46.42  21,431 
​​​ ​ ​​ ​​​ ​ ​​​ ​​ ​ ​​ ​ ​​ ​​​ ​ ​​​ ​​ ​ ​​ ​ ​​ ​​
   1/02/2020  12/09/2019  —  —  —  —  —  —  —  14,807  46.42  147,322 
​​​ ​ ​​ ​​​ ​ ​​​ ​​ ​ ​​ ​ ​​ ​​​ ​ ​​​ ​​ ​ ​​ ​ ​​ ​​
   —  —  165,750  331,500  663,000  —  —  —  —  —  —  — 
​​​ ​ ​​​ ​​ ​ ​​ ​ ​​ ​​​ ​ ​​​ ​​ ​ ​​ ​ ​​ ​​​ ​ ​​ ​​
Mark C. Borin(7)  1/02/2020  12/09/2019  —  —  —  7,540  15,080  30,160  —  —  —  700,014 
​​​ ​ ​​ ​​​ ​ ​​​ ​​ ​ ​​ ​ ​​ ​​​ ​ ​​​ ​​ ​ ​​ ​ ​​ ​​
   1/02/2020  12/09/2019  —  —  —  —  —  —  7,540  —  —  350,007 
​​​ ​ ​​ ​​​ ​ ​​​ ​​ ​ ​​ ​ ​​ ​​​ ​ ​​​ ​​ ​ ​​ ​ ​​ ​​
   1/02/2020  12/09/2019  —  —  —  —  —  —  —  2,154  46.42  21,431 
​​​ ​ ​​ ​​​ ​ ​​​ ​​ ​ ​​ ​ ​​ ​​​ ​ ​​​ ​​ ​ ​​ ​ ​​ ​​
   1/02/2020  12/09/2019  —  —  —  —  —  —  —  33,024  46.42  328,571 
​​​ ​ ​​ ​​​ ​ ​​​ ​​ ​ ​​ ​ ​​ ​​​ ​ ​​​ ​​ ​ ​​ ​ ​​ ​​
   —  —  232,000  464,000  928,000  —  —  —  —  —  —  — 
​​​ ​ ​​​ ​​ ​ ​​ ​ ​​ ​​​ ​ ​​​ ​​ ​ ​​ ​ ​​ ​​​ ​ ​​ ​​
Karl R. Frykman  1/02/2020  12/09/2019  —  —  —  8,752  17,503  35,006  —  —  —  812,489 
​​​ ​ ​​ ​​​ ​ ​​​ ​​ ​ ​​ ​ ​​ ​​​ ​ ​​​ ​​ ​ ​​ ​ ​​ ​​
   1/02/2020  12/09/2019  —  —  —  —  —  —  8,752  —  —  406,268 
​​​ ​ ​​ ​​​ ​ ​​​ ​​ ​ ​​ ​ ​​ ​​​ ​ ​​​ ​​ ​ ​​ ​ ​​ ​​
   1/02/2020  12/09/2019  —  —  —  —  —  —  —  2,154  46.42  21,431 
​​​ ​ ​​ ​​​ ​ ​​​ ​​ ​ ​​ ​ ​​ ​​​ ​ ​​​ ​​ ​ ​​ ​ ​​ ​​
   1/02/2020  12/09/2019  —  —  —  —  —  —  —  38,677  46.42  384,815 
​​​ ​ ​​ ​​​ ​ ​​​ ​​ ​ ​​ ​ ​​ ​​​ ​ ​​​ ​​ ​ ​​ ​ ​​ ​​
   —  —  299,250  598,500  1,197,000  —  —  —  —  —  —  — 
​​​ ​ ​​​ ​​ ​ ​​ ​ ​​ ​​​ ​ ​​​ ​​ ​ ​​ ​ ​​ ​​​ ​ ​​ ​​
(1)
The Compensation Committee's practices for granting options, performance share units, and restricted stock units, including the timing of all grants and approvals thereof, are described under "Compensation Discussion and Analysis — 2020 Long-Term Incentive Compensation."

(2)
These amounts are based on the Named Executive Officer's current position and base salary in effect on December 31, 2020. The amounts for Mr. Fishman and Mr. D'Ovidio reflect the whole year while their actual annual incentive compensation earned, if any, would have been a pro rata amount based on their hire date. The amounts shown in column (d) reflect the total of the threshold payment levels for each element under our MIP. This amount is 50% of the target amounts shown in column (e). The amounts shown in column (f) are 200% of such target amounts for each Named Executive Officer.

(3)
The amounts shown in column (g) reflect the total of the threshold payment levels for the 2020-2022 awards of share settled performance units granted in 2020 under the 2012 Stock and Incentive Plan set at 50% of the target amounts shown in column (h). The amounts shown in column (i) are 200% of such target amounts. Any amounts payable with respect to performance units would be paid in March 2023, based on cumulative company performance for the period 2020 to 2022.

(4)
The amounts shown in column (j) reflect the number of restricted stock units granted to each Named Executive Officer in 2020.

(5)
The amounts shown in column (k) reflect the number of options to purchase ordinary shares granted to each Named Executive Officer in 2020.

(6)
The amounts shown in column (m) reflect the grant date fair value of the awards of restricted stock units, performance share units (at target performance level) and stock options computed in accordance with ASC 718.

(7)
Mr. Borin's 2020 awards were forfeited in connection with his resignation.
​

Pentair plc     5348     2021 Proxy Statement

Table of Contents

​

EXECUTIVE COMPENSATION TABLES

OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2017

Option AwardsStock 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. Hogan98,7046,970,476
146,89010,373,372
305,253-24.781/2/2019
362,572-33.381/4/2020
171,324-36.981/3/2021
193,777-34.121/3/2022
198,831-50.611/2/2023
27,282-52.693/15/2023
136,579-76.871/2/2024
124,52462,262(5)66.681/2/2025
108,384216,768(7)49.281/4/2026
-186,000(8)57.951/3/2027
John L. Stauch29,5892,089,575
44,6383,152,336
59,220-33.381/4/2020
54,890-36.981/3/2021
60,953-34.121/3/2022
50,813-50.611/2/2023
32,723-76.871/2/2024
31,79315,897(5)66.681/2/2025
31,43162,863(7)49.281/4/2026
-58,726(8)57.951/3/2027
Beth A. Wozniak26,3101,858,012
17,9811,269,818
-65,443(6)54.049/15/2025
10,83821,677(7)49.281/4/2026
-26,325(8)57.951/3/2027

54     2018 Proxy Statement

OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2020

​ ​
 Option Awards
​
Stock Awards 
​​ ​ ​ ​ ​ ​ ​ ​​ ​ ​ ​​ ​ ​ ​ ​ ​ ​ ​​ ​ ​ ​​
Name
​





Number of
securities
underlying
unexercised
options (#)
Exercisable





​





Number of
securities
underlying
unexercised
options (#)
Unexercisable





​



Option
exercise
price
($)(1)



​


Option
expiration
date


​






Number of
shares of
stock or
units that
have not
been vested
(#)(2)






​







Market
value of
shares of
stock or
units that
have not
vested
($)(3)







​








Equity
incentive
plan awards:
Number of
unearned
shares
that have
not vested
(#)(4)








​









Equity
incentive
plan awards:
Market or
payout
value of
unearned
shares
that have
not vested
($)(5)		 
John L. Stauch  —  —  —  —  49,742  2,640,803  —  — 
​​​ ​ ​​​ ​​ ​ ​​ ​ ​​ ​​​ ​ ​​​ ​​ ​ ​
   —  —  —  —  —  —  106,969  5,678,984 
​​​​ ​​ ​ ​​ ​ ​​ ​​​ ​ ​​​ ​​ ​ ​​ ​ ​
   50,616  —  33.72  1/2/2023  —  —  —  — 
​​​ ​ ​​ ​ ​​ ​​​ ​ ​​​ ​​ ​ ​​ ​ ​​ ​​
   32,596  —  51.21  1/2/2024  —  —  —  — 
​​​ ​ ​​ ​​​ ​ ​​​ ​​ ​ ​​ ​ ​​ ​​​ ​ ​
   47,506  —  44.43  1/2/2025  —  —  —  — 
​​​ ​​​ ​ ​​​ ​​ ​ ​​ ​ ​​ ​​​ ​ ​​ ​​
   93,930  —  32.83  1/4/2026  —  —  —  — 
​​​ ​ ​​ ​​​ ​ ​​​ ​​ ​ ​​ ​ ​​ ​​​ ​ ​
   58,499  —  38.61  1/3/2027  —  —  —  — 
​​​ ​​​ ​ ​​​ ​​ ​ ​​ ​ ​​ ​​​ ​ ​​ ​​
   58,011  29,005(6) 45.42  5/2/2028  —  —  —  — 
​​​ ​ ​​ ​​​ ​ ​​​ ​​ ​ ​​ ​ ​​ ​​​ ​ ​
   40,849  81,700(7) 37.77  1/2/2029  —  —  —  — 
​​​ ​​​ ​ ​​​ ​​ ​ ​​ ​ ​​ ​​​ ​ ​​ ​​
   —  113,071(8) 46.42  1/2/2030  —  —  —  — 
​​​ ​ ​​​ ​​ ​ ​​ ​ ​​ ​​​ ​ ​​​ ​​ ​ ​
Robert P. Fishman  —  —  —  —  38,783  2,058,989  —  — 
​ ​​ ​ ​​ ​​​ ​ ​​​ ​​ ​ ​​ ​ ​​ ​​​ ​ ​
Karla C. Robertson  —  —  —  —  30,048  1,595,248  —  — 
​​​ ​​​ ​ ​​​ ​​ ​ ​​ ​ ​​ ​​​ ​ ​​ ​​
   —  —  —  —  —  —  17,897  950,152 
​​​ ​ ​​ ​​​ ​ ​​​ ​​ ​ ​​ ​ ​​ ​​​ ​ ​
   10,304  5,153(6) 45.42  5/2/2028  —  —  —  — 
​​​ ​ ​​ ​ ​​ ​​​ ​ ​​​ ​​ ​ ​​ ​ ​​ ​​
   7,051  14,103(7) 37.77  1/2/2029  —  —  —  — 
​​​ ​ ​​ ​​​ ​ ​​​ ​​ ​ ​​ ​ ​​ ​​​ ​ ​
   —  18,217(8) 46.42  1/2/2030  —  —  —  — 
​ ​​​ ​​ ​ ​​ ​ ​​ ​​​ ​ ​​​ ​​ ​ ​​ ​ ​
Mario R. D'Ovidio  —  —  —  —  19,392  1,029,521  —  — 
​ ​​ ​​​ ​ ​​​ ​​ ​ ​​ ​ ​​ ​​​ ​ ​​ ​​
John H. Jacko  —  —  —  —  18,938  1,005,418  —  — 
​​​ ​ ​​ ​​​ ​ ​​​ ​​ ​ ​​ ​ ​​ ​​​ ​ ​
   —  —  —  —  —  —  16,320  866,429 
​​​ ​​​ ​ ​​​ ​​ ​ ​​ ​ ​​ ​​​ ​ ​​ ​​
   10,066  —  38.68  2/28/2027  —  —  —  — 
​​​ ​ ​​ ​​​ ​ ​​​ ​​ ​ ​​ ​ ​​ ​​​ ​ ​
   9,159  4,580(6) 45.42  5/2/2028  —  —  —  — 
​​​ ​ ​​ ​ ​​ ​​​ ​ ​​​ ​​ ​ ​​ ​ ​​ ​​
   6,322  12,644(7) 37.77  1/2/2029  —  —  —  — 
​​​ ​ ​​ ​​​ ​ ​​​ ​​ ​ ​​ ​ ​​ ​​​ ​ ​
   —  16,961(8) 46.42  1/2/2030  —  —  —  — 
​ ​​​ ​​ ​ ​​ ​ ​​ ​​​ ​ ​​​ ​​ ​ ​​ ​ ​
Mark C. Borin(9)  —  —  —  —  —  —  —  — 
​ ​​ ​​​ ​ ​​​ ​​ ​ ​​ ​ ​​ ​​​ ​ ​​ ​​
Karl R. Frykman(10)  —  —  —  —  —  —  40,114  2,129,652 
​​​​ ​​ ​ ​​ ​ ​​ ​​​ ​ ​​​ ​​ ​ ​​ ​ ​
   7,967  —  51.21  1/2/2024  —  —  —  — 
​​​ ​ ​​ ​ ​​ ​​​ ​ ​​​ ​​ ​ ​​ ​ ​​ ​​
   13,856  —  44.43  1/2/2025  —  —  —  — 
​​​ ​ ​​ ​​​ ​ ​​​ ​​ ​ ​​ ​ ​​ ​​​ ​ ​
   30,368  —  32.83  12/31/2025  —  —  —  — 
​​​ ​​​ ​ ​​​ ​​ ​ ​​ ​ ​​ ​​​ ​ ​​ ​​
   24,505  —  38.61  12/31/2025  —  —  —  — 
​​​ ​ ​​ ​​​ ​ ​​​ ​​ ​ ​​ ​ ​​ ​​​ ​ ​
   24,426  12,213(6) 45.42  12/31/2025  —  —  —  — 
​​​ ​​​ ​ ​​​ ​​ ​ ​​ ​ ​​ ​​​ ​ ​​ ​​
   14,915  31,610(7) 37.77  12/31/2025  —  —  —  — 
​​​ ​ ​​ ​​​ ​ ​​​ ​​ ​ ​​ ​ ​​ ​​​ ​ ​
   —  40,831(8) 46.42  12/31/2025  —  —  —  — 
​ ​​​ ​​ ​ ​​ ​ ​​ ​​​ ​ ​​​ ​​ ​ ​​ ​ ​
(1)
The exercise price for all stock option grants is the fair market value of our ordinary shares on the date of grant.
​

Pentair plc     49

Table of Contents

​

EXECUTIVE COMPENSATION TABLES

Option AwardsStock 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)
Karl R. Frykman10,966774,419
17,9811,269,818
15,422-19.133/3/2019
19,444-34.233/2/2020
11,773-36.533/2/2021
11,571-38.633/1/2022
9,146-50.611/2/2023
7,999-76.871/2/2024
9,2734,637(5)66.681/2/2025
10,83821,677(7)49.281/4/2026
26,325(8)57.951/3/2027
John H. Jacko9,704685,296
4,306304,090
10,106(9)58.062/28/2027
​
(2)
The restrictions with respect to one third of the shares will lapse on the first, second, and third anniversaries of the grant date, except as noted below. The grant dates of the restricted stock unit awards are as follows:
(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​1/2/201515,664
1/4/201645,094
1/3/201737,946

John L. Stauch

​​5/2/2018​​6,973​
​

​​1/2/20152019​4,000​18,534​
​

​​1/4/20162/2020​13,078​24,235​
​​ 1/3/2017​​ 12,511​​​
Beth A. Wozniak​

Robert P. Fishman

9/15/2015​​16,1926/1/2020(a)​38,783​
​​ 1/4/2016​​ 4,510​​ ​
​

Karla C. Robertson

1/3/​​12/4/2017(b)5,608​21,704​
Karl R. Frykman​

​​5/2/2018​​1,239​
​

​​1/2/20152019​1,122​3,200​
​

​​1/4/20162/2020​4,351​3,905​
​​ 1/3/2017​​ 5,493​​ ​
​

Mario R. D'Ovidio

​​6/1/2020(a)​19,392​
​​ ​​ ​​ ​
​

John H. Jacko

​2/28/20172,153
​5/31/2017(b)7,551​11,334​
​

​​5/2/2018​​1,101​
​

​​1/2/2019​​2,868​
​

​​1/2/2020​​3,635​
​​ ​​ ​​ ​
(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.

Pentair plc     55

    (a)
    Restricted stock unit award will vest in full on the third anniversary of the grant date.

    (b)
    Restricted stock unit award will vest in full on the fourth anniversary of the grant date.
(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 $53.09 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 2019-2021 and 2020-2022 performance share unit awards, in accordance with SEC regulations requiring that the number of units be based on achieving threshold performance goals or, if the previous fiscal year's performance has exceeded the threshold, the next higher performance measure (target or maximum) that exceeds the previous fiscal year's performance.

Table of Contents

EXECUTIVE COMPENSATION TABLES

(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​12/31/201867,641
12/31/201979,249

John L. Stauch

​​12/31/20182021​19,616​57,627​
​

​​12/31/20192022​25,022​49,342​
Beth A. Wozniak​​ ​​ ​​ ​
​

Karla C. Robertson

​​12/31/20182021​6,764​9,948​
​

​​12/31/20192022​11,217​7,949​
​​ ​​ ​​ ​
​

John H. Jacko

​​12/31/2021​​8,919​
​

​​12/31/2022​​7,402​
​​ ​​ ​​​
​

Karl R. Frykman

​​12/31/20182021​6,764​22,296​
​

​​12/31/20192022​11,217​17,818​
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.
(5)
The amounts in this column were calculated by multiplying the closing market price of our ordinary shares on the last trading day of our most recently completed fiscal year of $53.09 by the number of unvested performance share units.

(6)
One-third of these options will vest on each of the first, second and third anniversaries of the grant date, May 2, 2018.

(7)
One-third of these options will vest on each of the first, second and third anniversaries of the grant date, January 2, 2019.

(8)
One-third of these options will vest on each of the first, second and third anniversaries of the grant date, January 2, 2020.

(9)
Mr. Borin's outstanding equity awards were forfeited in connection with his resignation.

(10)
Pursuant to the terms of Mr. Frykman's award agreements, his outstanding stock options may be exercised until the earlier of the expiration date of the particular award or within five years after his separation date, his restricted stock unit awards vested in full upon his separation date, and his performance share units vested in full and will be calculated based on the Company's actual performance.
​

50     2021 Proxy Statement

​

2017

Table of Contents

​

EXECUTIVE COMPENSATION TABLES

2020 OPTION EXERCISES AND STOCK VESTED TABLE

The following table shows a summary of the stock options exercised by the Named Executive Officers in 20172020 and the restricted stock or restricted stock units vested for the Named Executive Officers during 2017.2020.

Option awardsStock 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. Hogan330,32510,406,51378,8344,590,874
John L. Stauch--20,3771,182,865
Beth A. Wozniak--2,254131,070
Karl R. Frykman18,771708,5355,720332,237
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.

56     2018 Proxy Statement

​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)		​

John L. Stauch

​115,395​2,276,744​97,422(3)4,774,057​
​ ​​ ​​​​ ​​ ​

Robert P. Fishman

​—​—​—​—​
​ ​​ ​​ ​​​​ ​

Karla C. Robertson

​—​—​11,808(3)593,182​
​ ​​ ​​​​ ​​ ​

Mario R. D'Ovidio

​—​—​—​—​
​ ​​ ​​ ​​​​ ​

John H. Jacko

​—​—​15,763(3)766,705​
​ ​​ ​​ ​​ ​​ ​

Mark C. Borin

​145,852​1,336,250​13,913​619,030​
​ ​​ ​​ ​​​​ ​

Karl R. Frykman

​56,360​1,185,237​60,398(3)(4)3,035,397​
​ ​​ ​​​​ ​​ ​
(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 (i) for restricted stock units, the amount calculated by multiplying the number of shares vested by the market price of our ordinary shares on the vesting date and (ii) for performance share units, the amount calculated by multiplying the number of shares vested by the closing market price of our ordinary shares on December 31, 2020 when the units vested even though the shares were not issued until after the Compensation Committee certified the performance results.

(3)
The amount includes the performance share units earned for the 2018-2020 performance period that ended on December 31, 2020 based on the level of achievement of the performance targets.

(4)
Pursuant to the terms of Mr. Frykman's award agreements, 18,859 restricted stock units vested upon his separation date. The value shown is calculated by multiplying the units vested by the closing market price of our common stock on his separation date of $53.09. These shares will settle six months following his separation date.

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2017

2020 PENSION BENEFITS

Listed below are the number of years of credited service and present value of accumulated pension benefits as of December 31, 20172020 for each of the Named Executive Officers under the Pentair, Inc. Pension Plan,who participated in the Pentair, Inc. Supplemental Executive Retirement Plan and the Pentair, Inc.RestorationInc. Restoration Plan, which are described in detail following the table below.below, during 2020. Mr. Fishman, Ms. Robertson and Mr. D'Ovidio did not participate in any of these plans. The disclosed

amounts are actuarial estimates only and do not necessarily reflect the actual amounts that will be paid to the Named Executive Officers, which will only be known at the time that they become eligible for payment.

Name   Plan name   Number of
years
credited
service (#)		   Present value
of accumulated
benefit ($)(1)		   Payments
during last
fiscal year
($)
Randall J. HoganPentair, Inc. Pension Plan20940,849-
Pentair, Inc. Supplemental Executive Retirement Plan2021,304,335-
John L. StauchPentair, Inc. Pension Plan11346,539-
Pentair, Inc. Supplemental Executive Retirement Plan116,049,595-
Beth A. WozniakPentair, Inc. Pension PlanN/AN/A-
Pentair, Inc. Supplemental Executive Retirement Plan2510,355-
Karl R. FrykmanPentair, Inc. Pension PlanN/AN/A-
Pentair, Inc. Supplemental Executive Retirement Plan4928,933-
John H. JackoPentair, Inc. Pension PlanN/AN/A-
Pentair, Inc. Supplemental Executive Retirement Plan1177,310-
(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:

►

The Pension Plan present values were based on the accrued benefit payable at age 65 and were calculated as of December 31, 2017.

►

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.

►

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.

►

The present value of Supplemental Executive Retirement Plan benefits as of December 31, 2017 was calculated assuming a 3.30% interest rate.

The actual amount of pension benefits ultimately paid to a Named Executive Officer may vary based on a number of factors, including differences from the assumptions used to calculate the amounts.

Name


Plan name
Number of
years
credited
service (#)



Present value
of accumulated
benefit
($)(1)



Payments
during last
fiscal year
($)		​

John L. Stauch

​Pentair, Inc. Supplemental Executive Retirement Plan​14​10,262,148​—​
​ ​​ ​​ ​​ ​​ ​

John H. Jacko

​Pentair, Inc. Supplemental Executive Retirement Plan​4​670,445​—​
​ ​​ ​​ ​​​​ ​

Mark C. Borin

​Pentair, Inc. Supplemental Executive Retirement Plan​13​3,983,525​—​
​ ​​ ​​​​ ​​ ​

Karl R. Frykman

​Pentair, Inc. Supplemental Executive Retirement Plan​7​1,843,629​—​
​ ​​ ​​ ​​​​ ​
(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:
    ►
    Present values for the Supplemental Executive Retirement Plan are based on a 180-month certain-only annuity.
    ►
    The present value of Supplemental Executive Retirement Plan benefits as of December 31, 2020 was calculated assuming a 1.82% interest rate.
​

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The Pentair, Inc. Pension Plan, the Pentair, Inc. Retirement Savings and Stock Incentive Plan, the Pentair, Inc. Supplemental Executive Retirement Plan and the Pentair, Inc. RestorationPlanRestoration Plan were all amended in 2008 to comply with final regulations under Section 409A of the Code.

As a result of these amendments, benefits vested prior to January 1, 2005 are separated from benefits earned after January 1, 2005, and may offer different distribution or other options to participants from those described below.

The Pentair, Inc. Pension Plan

The Pentair, Inc. Pension Plan (the “Pension Plan”) is a funded, tax-qualified, noncontributory defined-benefit pension plan that covers certain of our employees. The Pension Plan is limited to those employees who were hired on or before December 31, 2007, and as such, the only Named Executive Officers eligible to participate in Pension Plan are Mr. Hogan and Mr. Stauch. Benefits under the Pension Plan are based upon an employee’s years of service and highest average earnings in any five-year period during the ten-year period preceding the employee’s retirement (or, in the case of an employee with more than five years but less than ten years of service, during any five-year period preceding the employee’s retirement).

Due to plan termination, no additional benefits may be earned under the Pension Plan after December 31, 2017. Benefits under the Pension Plan are payable after retirement in the form of an annuity.

Compensation covered by the Pension Plan for the Named Executive Officers equals the amounts set forth in the “Salary” column under “Executive Compensation Tables-Summary Compensation Table” and 2017 incentive compensation paid under the MIP in March 2018 set forth in the “Non-Equity Incentive Plan Compensation” column under “Executive Compensation Tables-Summary Compensation Table.” The amount of annual earnings that may be considered in calculating benefits under the Pension Plan is limited by law. For 2017, the annual limitation was $270,000.

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Benefits under the Pension Plan are calculated as an annuity equal to the participant’s years of service multiplied by the sum of:

►

1.0% of the participant’s highest final average earnings; and

►

0.5% of such earnings in excess of Primary Social Security compensation.

Years of service under these formulas cannot exceed 35. Contributions to the Pension Plan are made entirely by us and are paid into a trust fund from which the benefits for all participants will be paid.

The Pentair, Inc. Supplemental Executive Retirement and Restoration Plan

The Pentair, Inc. Supplemental Executive Retirement Plan (“SERP”("SERP") and the Pentair, Inc. Restoration Plan (“("Restoration Plan”Plan") are unfunded, nonqualified defined benefit pension plans. Employees eligible for participation in the SERP include all executive officers and other key executives selected for participation by the Compensation Committee. Participation in the Restoration Plan is limited to eligible employees under the SERP who were eligible employees on or before December 31, 2007. Benefits under these two Plansplans vest upon the completion of five years of benefit service (all service following initial participation). These Plansplans are combined for all administrative, accounting and other purposes. Each ofOf the Named Executive Officers, participatesonly Messrs. Stauch and Borin participated in the SERP and Mr. Hogan and Mr. Stauch participate in the Restoration Plan. Mr. HoganMessrs. Frykman and Mr.Jacko only participated in the SERP. Messrs. Stauch, are the only Named Executive Officers who are currentlyBorin and Frykman were fully vested in these plans.plans during 2020.

Benefits under the SERP are based upon the number of an employee’semployee's years of service following initial participation and the highest average earnings for a five calendar-year period (ending with retirement). Compensation covered by the SERP and the Restoration Plan for the Named Executive Officers equals the amounts set forth in the “Salary”"Salary" column under “Executivein the Summary Compensation Tables-Summary Compensation Table”Table and 2017 incentive compensation paid under the MIP in March 2018 set forth in the “Non-Equity"Non-Equity Incentive Plan Compensation”Compensation" column under “Executivein the Summary Compensation Tables-Summary Compensation Table.”

Benefits under the SERP are calculated as:

►

►
final average compensation as defined above; multiplied by

►

benefit service percentage, which equals 15% multiplied by years of benefit service.

As discussed above, the Pension Plan limits retirement benefits for compensation earned in excessas defined above; multiplied by

►
benefit service percentage, which equals 15% multiplied by years of the annual limitation imposed by the Code, which was $270,000 in 2017. benefit service.

The Restoration Plan is designed to provide retirement benefits based on compensation earned by participants in excess of thisthe annual limitation.limitation imposed by the Code, which was $285,000 in 2020.

Benefits under the Restoration Plan are calculated as:

►
final average compensation as defined above, less compensation below the annual limitation amount in each year; multiplied by
►
earned benefit service percentage (which is weighted based on age at the time of service), in accordance with the following table:
►

final average compensation as defined above, less compensation below the annual limitation amount in each year; multiplied by

►

earned benefit service percentage (which is weighted based on age at the time of service), in accordance with the following table:


Service Age


Percentage

Under 25

4%4.0%
​ ​​

25-34

5.5%
35-44​ 7%​​
45-54

35-44

9%7.0%
​ ​​

45-54

9.0%
​​​

55 or over

12%12.0%
​ ​​

The benefit percentages calculated above are added, and the resulting percentage is multiplied by the covered compensation amount. Benefits vested as of December 31, 2004 are payable after retirement in the form of a 15-year certain annuity or, at the participant’sparticipant's option, a 100% joint and survivor annuity. Benefits earned after December 31, 2004 are payable after retirement in the form of a 15-year certain annuity. No additional benefits may be earned under the Restoration Plan after December 31, 2017.

The present value of the combined accumulated benefits for the Named Executive Officers under both the SERP and the Restoration Plan is set forth in the table under “Executive Compensation Tables -2020 Pension Benefits.”Benefits table.

The Pentair, Inc. Retirement Savings and Stock Incentive Plan

The Pentair, Inc. Retirement Savings and Stock Incentive Plan (“RSIP/ESOP Plan”("RSIP") is a tax-qualified 401(k) retirement savings plan, with a companion Employee Stock Ownership Plan (“ESOP”) component.plan. Participating employees may contribute up to 50% of base salary and incentive compensation on a before-tax basis and 15% of compensation on an after-tax basis,into their 401(k) plan (“RSIP”).RSIP

accounts. We normally match an amount equal to one dollar for each dollar contributed to the RSIP by participating employees on the first 1%, and 50 cents for each dollar contributed to the RSIP by participating employees on the next 5%, of their regular earnings on a before-tax basis to incent employees to make contributions to our retirement plan. In addition,

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after the first year of employment, we contribute to the ESOP an amount equal to 1.5% of cash compensation (salary and incentive compensation) for each participant in the RSIP.The RSIP/ESOP PlanThe RSIP limits the amount of cash compensation considered for

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contribution purposes to the maximum imposed by the Code, which was $270,000$285,000 in 2017.2020.

Participants in the RSIP/ESOP PlanRSIP are allowed to invest their account balances in a number of possible mutual fund investments. Our ordinary shares are also a permitted investment choice under the RSIP. We also make ESOP contributions in our ordinary shares.

Fidelity Investments Institutional Services Co. provides these investment vehicles for participants and handles all allocation and accounting services for the Plan.RSIP. We do not guarantee or subsidize any investment earnings under the Plan.RSIP.

Amounts deferred,contributed, if any, under the RSIP/ESOP PlanRSIP by the Named Executive Officers are included in the “Salary”"Salary" and “Non-Equity"Non-Equity Incentive Plan Compensation”Compensation" columns under “Executivein the Summary Compensation Tables-Summary Compensation Table.” Amounts contributed by us to the RSIP/ESOP PlanRSIP for the Named Executive Officers are included in the “All"All Other Compensation”Compensation" column under “Executivein the Summary Compensation Tables-Summary Compensation Table.” Matching contributions are generally made a year in arrears.

2020 NONQUALIFIED DEFERRED COMPENSATION TABLE

The following table sets forth the contributions, earnings, distributions and 20172020 year-end balances for each of the Named Executive Officers under our Sidekick Plan described under “Compensation"Compensation Discussion and Analysis –— Retirement and Other Benefits –— Deferred Compensation.”" Contributions we make to the Sidekick Plan are intended to make up for contributions to our RSIP/ESOP PlanRSIP (including our matching contributions) for cash compensation above the maximum imposed by the Code, which was $270,000$285,000 in 2017. Becausethe2020. Because the Code does not permit

contributions on amounts in excess of that limit under a tax-qualified plan, the Sidekick Plan is designed to permit matching contributions on compensation in excess of the maximum imposed by the Code. We make these matching contributions to the Sidekick Plan on amounts in excess of the maximum imposed by the Code, but below the $700,000 compensation limit contained in our Sidekick Plan (such contributions by a Named Executive Officer, “Covered"Covered Sidekick Compensation”Compensation").

Name     Executive
Contributions
in 2017
($)		     Registrant
Contributions
in 2017
($)		     Aggregate
Earnings/(Loss)
in 2017
($)		     Aggregate
Withdrawals/
Distributions
in 2017
($)		     Aggregate
Balance at
December 31,
2017
($)
(1)
Randall J. Hogan25,45312,8791,503,974(401,079)6,813,785
John L. Stauch588,54721,7501,393,620-6,802,853
Beth A. Wozniak30,29213,00041,596-254,654
Karl R. Frykman126,19810,71119,378-200,613
John H. Jacko23,550-1,895-25,445
(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.

Name


Executive
Contributions
in 2020 ($)


Registrant
Contributions
in 2020 ($)


Aggregate
Earnings/(Loss)
in 2020 ($)


Aggregate
Withdrawals/
Distributions
in 2020 ($)



Aggregate
Balance at
December 31,
2020 ($)(1)

John L. Stauch

 651,697 21,000 826,972 (1,314,185) 5,792,455
​​​ ​​ ​​ ​​ ​​

Robert P. Fishman

 94,795 — 18,689 — 113,484
​ ​​ ​​​​ ​​ ​​

Karla C. Robertson

 52,846 21,000 32,274 — 202,285
​ ​​ ​​​​ ​​ ​​

Mario R. D'Ovidio

 — — — — —
​ ​​ ​​​​ ​​ ​​

John H. Jacko

 — 5,000 22,487 — 111,938
​ ​​ ​​​​ ​​ ​​

Mark C. Borin

 148,404 21,283 289,656 — 1,888,590
​ ​​ ​​​​ ​​ ​​

Karl R. Frykman

 166,256 21,000 175,846 — 1,629,987
​ ​​​​ ​​ ​​ ​​
(1)
Amounts deferred under the Sidekick Plan that have also been reported in the Summary Compensation Table for fiscal 2020 or prior years for each Named Executive Officer are: Mr. Stauch — $5,792,455; Mr. Fishman — $94,795; Ms. Robertson — $160,487; Mr. D'Ovidio — $0; John Jacko — $28,550; Mr. Borin — $689,379; Mr. Frykman — $1,291,446.

The amounts set forth in the column “Executive"Executive Contributions in 2017”2020" reflect the amount of cash compensation each Named Executive Officer deferred in 20172020 under the Sidekick Plan.

The amounts set forth in the column “Registrant"Registrant Contributions in 2017”2020" are the totals of contributions we made in 20172020 under the Sidekick Plan for the account of each Named Executive Officer. These amounts, in addition to contributions we made under the RSIP/ESOP Plan,RSIP, are included in the “SummarySummary Compensation Table”Table above in the column labeled “All"All Other Compensation” above.

Compensation." The contributions we made are derived from some or allmatching contributions equal to one dollar for each dollar contributed up to 5% of the following sources:

►

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 2016Covered Sidekick Compensation deferred in 2019 by each Named Executive Officer; we normally make these contributions one year in arrears.

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►

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.

The amounts set forth in the column “Aggregate"Aggregate Earnings/(Loss) in 2017”2020" reflect the amount of investment earnings realized by each Named Executive Officer on the investments chosen that are offered to participants in our RSIP/ESOP PlanRSIP and Sidekick Plan.

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Fidelity Investments Institutional Services Co. provides these investment vehicles for participants and handles all allocation and accounting services for these plans. We do not guarantee or subsidize any investment earnings in either Plan.plan.

For some participants, including the Named Executive Officers, the selected distribution eventsAmounts deferred under the Sidekick Plan includedare generally distributed on or after the earliest of the participant's separation from service, the participant's disability, a change in control, or a specified date elected by the participant.

POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

Executive Officer Severance Plan

In December 2020, the Compensation Committee recommended and the independent members of the Board approved the Pentair plc Executive Officer Severance Plan ("Executive Severance Plan") which includedbecame effective January 1, 2021 and therefore no benefits would have been paid under it in connection with a termination on December 31, 2020. Under the merger between PentairExecutive Severance Plan, our executives, including our Named Executive Officers, are eligible to receive severance benefits in the event of a qualifying termination of employment to the extent the terms and conditions of the Executive Severance Plan are satisfied. A qualifying termination occurs in the event of an executive's involuntary termination without cause or resignation for good reason.

The severance benefits under the Executive Severance Plan provide for a subsidiarycash payment equal to the product of Tyco International in 2012 (“the Merger”). As a result,severance multiplier and the distributionsum of some previously earned and vested, but unpaid, amounts under Pentair’s deferred compensation programs to the Named Executive Officers commenced uponOfficer's base salary and annual bonus target. The severance multiplier is two for the consummationCEO and any other executive officer as of January 1, 2021, and one and one half for anyone who becomes an executive officer thereafter, and the cash payments are made in equal installments over the corresponding period. If enrolled in the group medical and/or dental insurance coverage, the participant will receive an additional cash payment equal to the amount determined by multiplying the severance multiplier by the amount equal to the employer's portion of the Merger. Some of these amounts were distributed in installments,health insurance premiums for one year. The participant is also eligible for outplacement services. As a condition for the severance benefits, the participant must sign an agreement under which they agree to sign a separation and release agreement and restrictive covenants agreement. The Compensation Committee and the amountsindependent members of the installments occurring in 2017 are set forthBoard adopted the Executive Severance Plan to aid in the column “Aggregate Withdrawals/Distributionsattraction and retention of executive talent. The Company retains the right to adjust the severance benefits available under the plan.

Under the Executive Severance Plan, "cause" means the officer's:

►
breach of any written agreement with the Company, including restrictive covenants which are not remedied;
►
acts of dishonesty, fraud or breach of fiduciary duty;
►
failure to satisfactorily perform duties of employment;
►
violation of any anti-harassment, anti-discrimination or anti-retaliation policy of the Company; or
►
misconduct.

Under the Executive Severance Plan, provided the officer provides us with 90 days' written notice, "good reason" means:

►
a breach of the Executive Severance Plan or employment agreement by us;
►
the officer's removal from, or any failure to reelect or reappoint him or her to any title or position as a corporate officer;
►
a material diminution of the officer's authority or responsibilities;
►
a material reduction in 2017.”an officer's base salary (unless as part of a uniformly applied reduction for all executive officers); or
►
relocation of an officer's principal place of employment to a location more than 50 miles from his or her principal place of employment (other than a relocation to the Company's management office in the U.S.).

Under the Executive Severance Plan, a "change in control" has the same meaning as defined in the KEESA.

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POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

Except for items described below, we have no agreements, arrangements, or plans that entitle executive officers to severance, perquisites, or other enhanced benefitsupon termination of their employment; any such payments or benefits would be at the discretion of the Compensation Committee.

Randall J. Hogan Retirement Agreement

On March 14, 2018, we entered into a Retirement Agreement with Randall J. Hogan, our Chairman and Chief Executive Officer. Pursuant to such Retirement Agreement, Mr. Hogan will:

►

retire as our Chairman and Chief Executive Officer at the effective time of the Separation;

►

provide consulting services to us from the date of the Separation through August 31, 2020, for up to 40 hours per calendar year, prorated for any partial year;

►

not accept a position with another entity with a start date prior to the date of the Separation, unless he has incurred an involuntary termination of employment not for cause or a voluntary termination of employment for good reason, or our Compensation Committee of the Board of Directors has otherwise given consent; and

►

comply with the terms of the noncompetition, non-solicitation, non-disparagement, confidentiality and intellectual property covenants applicable to him under other agreements.

In exchange, and provided Mr. Hogan is not terminated for cause prior to the date of the Separation, we will:

►

provide Mr. Hogan with office space, secretarial support, office services and IT services from the date of the Separation through August 31, 2020;

►

continue to cover Mr. Hogan and his dependents under our active employee medical and dental plans at our expense through August 31, 2020; and

►

reimburse Mr. Hogan for expenses incurred in connection with his consulting services.

Change in Control Agreements

We have entered into agreements with certain key corporate executives, and business division leaders, including all Named Executive Officers, that provide for contingent benefits upon a change in control. These change in control agreements are intended to provide for continuity of management upon a completed or threatened change in control. The agreements provide that covered executive officers could be entitled to certain severance or other benefits following a change in control. If, following such a change in control, the executive officer is involuntarily terminated, other than for disability or for cause, or if such executive officer terminates his or her employment for conditions that constitute good reason, then the executiveofficerexecutive officer is entitled to certain severance payments. As previously disclosed, we have adopted a policy of not including automatic single trigger change in control vesting and excise tax gross-ups in new agreements with our executive officers.KEESAs.

Under these agreements, “cause”"cause" means:

►

engaging in intentional conduct that causes us demonstrable and serious financial injury;

►

►
engaging in intentional conduct that causes us demonstrable and serious financial injury;
►
conviction of a felony; or

►

continuing willful and unreasonable refusal by an officer to perform his or her duties or responsibilities.

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a felony; or
►
continuing willful and unreasonable refusal by an officer to perform his or her duties or responsibilities.

Under these agreements, “good reason”"good reason" means:

►

a breach of the agreement by us;

►

any reduction in an officer’s base salary, percentage of base salary available as incentive compensation or bonus opportunity or benefits;

►

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;

►

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;

►

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;

►

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;

►

our failure to cause a successor to assume an officer’s agreement; or

►

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.

►
a breach of the agreement by us;
►
any reduction in an officer's base salary, percentage of base salary available as cash incentive compensation or bonus opportunity, grant date fair value of equity-based awards or other benefits;
►
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;
►
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 written notice;

►
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;
►
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; or
►
our failure to cause a successor to assume an officer's agreement.

Under these agreements, a “change"change in control”control" is deemed to have occurred if:

►

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;

►

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;

►

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

►

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.

►
any person is or becomes the beneficial owner of securities representing 20% or more of our outstanding ordinary shares or combined voting power;
►
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;
►
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
►
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.
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The benefits under the change in control agreements that could be triggered by a change in control and a covered termination in connection with such a change in control include:

►

upon any change in control:

►

incentive compensation awards for the year in question to be paid at target;

►

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;

►

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

►

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.

►

►
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:

►

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;

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►

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);

►

the cost of an executive search agency not to exceed 10% of the executive’s annual base salary;

►

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;

►

up to $15,000 in fees and expenses of consultants and legal or accounting advisors; and

►

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 (including accelerated vesting, if provided for in the applicable plan), and all equity-based and cash incentive awards granted on or after the change in control will vest or be earned in full upon such termination.

the executive by us other than for death, disability or cause or by the executive for good reason, after a change in control;
►
severance payable upon termination in an amount equal to 250% (for Mr. Stauch) or 200% (for all other Named Executive Officers) of annual base salary plus the greatest of the executive's target bonus for the year of termination, the actual bonus paid during the year prior to the change in control, or the actual bonus paid with respect to the year prior to the change in control;
►
replacement coverage for company-provided group medical, dental and life insurance policies for up to two years;
►
the cost of an executive search agency not to exceed 10% of the executive's annual base salary;
►
the accelerated accrual and vesting of benefits under the SERP (for Messrs. Borin, Frykman, Jacko and Stauch, who have been made participants in that plan) and under any other nonqualified defined contribution retirement plans; and for those executives who participate in the SERP and have fewer than seven years of participation in the SERP, up to three additional years of service can be credited, up to a maximum of seven years of service;
►
up to $15,000 in fees and expenses of consultants and legal or accounting advisors; and
►
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 (including accelerated vesting, if provided for in the applicable plan), and all equity-based and cash incentive awards granted on or after the change in control will vest or be earned in full upon such termination.

In the case of each Named Executive Officer, the agreement also requires the executive to devote his or her best efforts to us or our successor during the three-year or two-year period, to maintain the confidentiality of our information during and following employment and to refrain from competitive activities for a period of one year following termination of employment with us or our successor.

Executive Severance Plan.    Under the Executive Severance Plan, all executive officers that are not party to a KEESA are entitled to receive certain severance payments if, following a change in control, the executive officer is involuntarily terminated, other than for death, disability or for cause, or if such executive officer terminates his or her employment for conditions that constitute good reason.

In December 2020, the Compensation Committee approved an amendment to our KEESAs, clarifying that executives are not eligible for both benefits under the KEESA and Severance Plan in the event that there is a change of control and termination that occurs in a close time period.

Change in Control and Termination Provisions of Incentive Plans

Change in Control Provisions

The Pentair plc 2012 Stock2020 Plan and Incentive Plan providesthe most recent predecessor plan provide that, upon a change in control, unless an agreement between us and the executive provides for a more favorable result to the executive:

►

►
all outstanding options, restricted stock and restricted stock units that are not performance awards are immediately vested;

►

all outstanding performance awards (other than annual incentive awards) are paid in full based on performance at the better of target or trend; and

►

all outstanding annual incentive awards are paid based on full satisfaction of the performance goals.

The 2004 Omnibus Plan and 2008 Omnibus Plan each providesrestricted stock units that uponare not performance awards are immediately vested;

►
all outstanding performance awards (other than annual incentive awards) are paid in full based on performance at the better of target or trend; and
►
all outstanding annual incentive awards are paid based on full satisfaction of the performance goals.

Termination Provisions

►
Retirement. If any of the Named Executive Officers terminates employment in a change in control, unless otherwise provided in an agreement between usretirement with at least 10 years of service:

•
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

•
If the executive that discusses the effect of a change in control on the executive’s awards:

►

all outstanding options (which are the sole form of awards currently outstanding under the plans) that are unvested become fully vested.

retirement is after age 60: options continue to vest for 5 years; restricted stock and restricted stock units (that are not
​

Termination Provisions

►

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:

►

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

►

If the retirement is after age 60: options continue to vest for 5 years; restricted stock and restricted stock units (that are not performance awards or for which any performance goals have been satisfied) vest in full; and performance awards are paid in full based on actual performance.

►

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.

►

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:

►

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.

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►

Restricted stock and restricted stock units (that are not performance awards or for which any performance goals have been satisfied) will vest in full.

►

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.

​

      performance awards or for which any performance goals have been satisfied) vest in full; and performance awards are paid in full based on actual performance (or on a pro-rated basis for performance awards granted to persons hired or promoted to executive officer after January 1, 2021), in each case as described in more detail below for treatment of awards in the event of a Covered Termination.

►
Death or Disability. If any of the Named Executive Officers terminates employment as a result of death or disability, options, restricted stock and restricted stock units are immediately vested; and performance awards are paid in full based on actual performance.
►
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 (a "Covered Termination"), or in a voluntary termination for good reason, then the employee's outstanding awards will be eligible for continued or accelerated vesting, as described below. 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, awards held by a Board-appointed corporate officer, including such a Named Executive Officer, will be treated as follows:

•
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.

•
Restricted stock and restricted stock units (that are not performance awards or for which any performance goals have been satisfied) will vest in full.

•
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. In December 2020, we revised the

    treatment of performance awards for awards to persons who are hired as or promoted to executive officer on or after January 1, 2021 to provide that the award will continue to vest based on actual achievement; however, the payout will be prorated for the portion of the performance period when the executive officer was employed.

Under the Pentair plc 2012 Stock and Incentive2020 Plan, the term “cause”"cause" means an act or omission by the officer as is determined by the Plan administrator to constitute cause for termination, including but not limited to any of the following:

►

a material violation of any company policy;

►

embezzlement from, or theft of property belonging to, us or any of our affiliates;

►

willful failure to perform, or gross negligence in the performance of, or failure to perform, assigned duties; or

►

other intentional misconduct, whether related to employment or otherwise, which has, or has the potential to have, a material adverse effect on our business.

►
a material violation of any company policy;
►
embezzlement from, or theft of property belonging to, us or any of our affiliates;
►
conviction of, or plead no contest to, a felony or other crime involving moral turpitude;
►
willful failure to perform, or gross negligence in the performance of, or failure to perform, assigned duties; or
►
other intentional misconduct, whether related to employment or otherwise, which has, or has the potential to have, a material adverse effect on our business.

Under the Pentair plc 2012 Stock and Incentive2020 Plan, the term “good reason”"good reason" means:

►

any material breach by us of the terms of any employment agreement;

►

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;

►

a good faith determination by the officer that there has been a material adverse change in the officer’s working conditions or status;

►

a relocation of the principal place of employment to a location more than 50 miles; or

►

an increase of 20% or more in travel requirements.

►
any material breach by us of the terms of any employment agreement;
►
any reduction in base salary or percentage of base salary available as incentive compensation or bonus opportunity;
►
a good faith determination by the officer that there has been a material adverse change in the officer's working conditions or status;
►
a relocation of the principal place of employment to a location more than 50 miles; or
►
an increase of 20% or more in travel requirements.

For an event to constitute good reason, we must receive written notice and an opportunity to cure. The definitions under our predecessor equity plan are substantially similar to those above.

Benefits pursuant to these incentive plans are generally applicable to all other participants who meet the requisite criteria as well as to the Named Executive Officers.

​

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Quantification of Compensation Payable upon a Change in Control or Termination of Employment

The amounts each Named Executive Officer would receive upon a termination as a result of a Covered Termination, a qualifying retirement with 10 years of service, death, or disability, in each case in the absence of a change in control, is shown below. As required by the Securities and Exchange CommissionSEC rules, the amounts shown assume that such termination was effective as of December 31, 2017,2020, and thus are estimates of the amounts that would actually be received. The actual amounts to be received can only be determined in connection with the termination event. As indicated in the table below, the only benefits the Named Executive Officer would be entitled to receive upon a termination as a result of a Covered Termination, a

qualifying retirement with 10 years of service, death, or disability, in each case in the absence of a change in control, relate to accelerated vesting or payment of long-term incentive awards. Any severance, perquisites, or other enhanced benefits upon termination of employment in the absence of a change in control would be at the discretion of the Compensation Committee. In connection with Mr. Borin's voluntary resignation and termination of employment, effective June 6, 2020, Mr. Borin received no severance benefits and his outstanding, unearned equity awards were forfeited. Accordingly, Mr. Borin is not included in the tables below.

Executive  Stock Option Vesting($)  Restricted Stock Unit
Vesting(1)($)		  Performance Share
Unit Vesting(2)($)		  Total($)
Randall J. Hogan(3)--10,719,37110,719,371
John L. Stauch2,148,1892,089,5753,255,7997,493,563
Beth A. Wozniak1,881,1701,858,0121,309,4585,048,640
Karl R. Frykman814,395774,4191,309,4582,898,272
John H. Jacko126,931685,296308,8671,121,094
(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.

Pentair plc    63

Table

Executive


Stock Option
Vesting(1)($)

Restricted Stock Unit
Vesting(1)($)

Performance Share
Unit Vesting(1)(2)($)

Total($)

John L. Stauch

​2,228,296​2,640,803​5,679,037​10,548,136
​​​ ​​ ​​ ​​

Robert P. Fishman

​—​2,058,973​—​2,058,973
​ ​​ ​​ ​​​​

Karla C. Robertson

​377,089​1,595,248​950,258​2,922,595
​ ​​ ​​​​ ​​

Mario R. D'Ovidio

​—​1,029,513​—​1,029,513
​ ​​ ​​ ​​​​

John H. Jacko

​341,965​1,005,418​866,482​2,213,865
​ ​​ ​​​​ ​​
(1)
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EXECUTIVE COMPENSATION TABLES

the stock options, restricted stock units, or performance share units would vest upon a retirement prior to 10 years of service, and none of the stock options and only a pro rata portion of the restricted stock units and performance share 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.

The table below shows the amount of compensation payable to each Named Executive Officer upon (1) a change in control without a termination of employment or (2) a change in control followed by a termination of employment (a) by us, other than for death, disability or cause or (b) by the executive for goodreason.good reason. The amounts shown assume that such termination was effective

as of December 31, 2017.2020. The actual amounts to be paid out can only be determined in connection with a change in control or termination following a change in control. Because Messrs. Borin and Frykman's employment with us has terminated, they have been omitted from the table below.

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--10,719,371-2,041,27250,00015,00042,54812,760,643-22,819,392
John L. Stauch3,508,0002,148,1892,089,5753,255,799-701,60050,00015,00038,7758,195,163-11,806,938
Beth A. Wozniak1,746,0001,881,1701,858,0121,309,458803,460388,00048,50015,00027,6655,436,640-8,077,265
Karl R. Frykman2,139,238814,395774,4191,309,4581,273,033388,00048,50015,00037,6593,286,2722,853,8999,653,601
John H. Jacko1,435,500126,931685,296308,867617,250282,75043,50015,00037,9341,403,844(713,460)2,839,568
(1)

 Cash
Termination
Payment
(1)($)



​



Stock
Option
Vesting
(2)($)



​




Restricted
Stock
Unit
Vesting
(2)($)




Performance
Share
Unit
Vesting
(2)($)




​



SERP &
Related
Pension
(1)($)



Incentive
Compensation
(2)($)


Outplacement
(1)($)

Legal &
Accounting
Advisors
(1)($)



Medical,
Dental,
Life
Insurance
(1)($)




​




Total:
Change in
Control
Only
(3)($)




Total:
Change in
Control
Followed by
Termination
(3)($)

John L. Stauch

 5,335,000  2,228,296  2,640,803 5,679,037  — 1,164,000 50,000 15,000 46,866  11,712,136 17,159,022
​ ​​ ​​ ​ ​​ ​​​ ​​ ​​​ ​​ ​​ ​​ ​​​ ​​

Robert P. Fishman

 2,600,000  —  2,058,973 —  — 650,000 50,000 15,000 46,788  2,708,973 5,420,761
​ ​​ ​​ ​ ​​ ​ ​​ ​​ ​ ​​ ​​ ​​ ​​​​ ​ ​​

Karla C. Robertson

 1,890,000  377,089  1,595,248 950,258  — 405,000 50,000 15,000 5,149  3,327,595 5,287,744
​​​ ​​​ ​​ ​ ​​ ​​ ​ ​​ ​​ ​​​​ ​​ ​​​

Mario R. D'Ovidio

 2,160,000  —  1,029,513 —  — 480,000 50,000 15,000 45,784  1,509,513 3,780,297
​ ​​ ​​ ​ ​​ ​​​ ​​ ​​​ ​​ ​​ ​​ ​​​ ​​

John H. Jacko

 1,683,000  341,965  1,005,418 866,482  1,114,748 331,500 50,000 15,000 45,966  2,545,365 5,454,079
​ ​​ ​​ ​ ​​ ​ ​​ ​​ ​ ​​ ​​ ​​ ​​​​ ​ ​​
(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.

The amounts in the two tables above assume, to the extent applicable, that:

►

our ordinary shares were valued at $70.62, the closing market price for our ordinary shares on the last trading day of 2017;

►

outplacement services fees are $50,000 or 10% of annual base salary, whichever is less;

►

legal and accounting advisor fees are the maximum possible under the change in control agreements for each executive officer; and

►

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.

Under certain circumstances, as reflected above, we may pay to an executive covered by a change in control agreement (otherand a termination of the executive officer by us other than Ms. Wozniakfor death, disability or cause or by the executive for good reason.

(2)
Triggered solely upon a change in control under the 2012 Stock and Mr. Jacko) an excise tax gross up. This practice was discontinued in 2013. Since then,Incentive Plan. The amount shown for performance share units assumes target performance and includes the balance of any new agreements entered into with any new executive officers did not contain this feature. In placedividend equivalent units (rounded up to the nearest whole share).
​

58     2021 Proxy Statement

​

Table of a tax gross up for excise taxes, Ms. Wozniak’s and Mr. Jacko’s agreements provide that, ifContents

​

EXECUTIVE COMPENSATION TABLES

​
(3)
If excise taxes would otherwise be imposed inconnectionin connection with a change in control, the executive’sexecutive's change in control compensation protections will be either cut back to a level below the level that would trigger the imposition of the excise taxes or paid in full and subjected to the excise taxes, whichever results in the better after-tax result to the executive. In determining

The amounts in the amounttwo tables above assume, to the extent applicable, that:

►
our ordinary shares were valued at $53.09, the closing market price for our ordinary shares on the last trading day of any gross up2020;
►
outplacement services fees are $50,000 or 10% of annual base salary, whichever is less;
►
legal and accounting advisor fees are the maximum possible under the change in control agreements for each executive officer; and
►
medical, dental and life insurance coverage will continue until two years after a change in control,

    in each case at the current cost per year for each executive.

The Named Executive Officers' 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 includedto 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. Solely for purposes of the calculations in the tables above, we madehave assumed that the cut back did not apply.

Separation Agreement with Mr. Frykman

In connection with the elimination of Mr. Frykman's position resulting from our new organizational structure, the Compensation Committee approved a separation agreement with Mr. Frykman to ensure a smooth transition of his responsibilities. Pentair agreed to make a cash separation payment to Mr. Frykman of $2,527,000, payable in two lump sum payments in January 2021 and January 2022. He is also eligible to receive a healthcare subsidy payment equal to 24 months of the employer portion of his medical benefits payable on the first lump sum payment date valued at $28,201 and outplacement services valued at up to $15,000. These separation benefits were contingent upon Mr. Frykman signing and not rescinding a release of claims and complying with certain post-termination covenants, including a two-year non-competition and non-solicitation agreement.

Pursuant to the terms of his original award agreements, Mr. Frykman's equity awards were eligible for the following material assumptions: an excise tax rate of 20% under the Code, a combined federal and state individual tax rate of 41.9%, and that we would be able to overcome any presumption that grants of stock options ortreatment in connection with his Covered Termination: (i) restricted stock units vested in 2017 were madefull ($1,001,224 value), (ii) stock options will remain outstanding and vest in contemplation of a change in control pursuant to regulations promulgated underaccordance with the Code. In addition, no excise tax gross up will be made if the portionterms of the payments treated as “parachute payments” received byparticular grant or applicable terms and conditions until the earlier of the expiration date of the award or the fifth anniversary of the separation date ($2,371,186 value), and (iii) PSUs will vest in full based on actual performance after final performance is determined ($2,129,652 value assuming payout at target).

As Mr. Frykman was employed with Pentair through December 31, 2020, he earned an executive inannual incentive award for 2020 of $634,949 based on actual results and payable at the event of a change in control can be reduced by not more than 10% and escape an excise tax. Insame time that event, the payments will be reducedannual incentive awards are paid to the highest qualifying amount and no gross up will be paid. Furthermore, it was assumed that no value will be attributed to any non-competition agreement. At the time of any such change in control or termination, a value may be attributed, which would result in a reduction of amounts subject to the excise tax.Company's other executive officers.

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PAY RATIO

As required by Item 402(u) of Regulation S-K, we are providing the following information about the ratio of the median annual total compensation of our employees and the annual total compensation of Mr. Hogan, our Chief Executive Officer.

For the year ended December 31, 2017:2020:

►
►
the median of the annual total compensation of all employees of our company (other than our Chief Executive Officer) was reasonably estimated to be $59,236; and
►
the annual total compensation of our Chief Executive Officer was $9,342,044.

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 158 to 1.

the median of the annual total compensation of all employees of our company was reasonably estimated to be $ 54,201;

►

the annual total compensation of Mr. Hogan was $14,325,887.

►

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.

To identify our median employee, we began by considering each individualof the 9,608 individuals employed by us worldwide on October 1, 2017, except that we excluded approximately 854 employees located outside the United States as permitted by thede minimisexception in Item 402(u). Based on thede minimisexception, we excluded all individuals located in the following countries, which constituted approximately 4.67% of the 18,269 total individuals that we employed globally as of October 1, 2017:2020.

CountryTotal Employees
India737
United Arab Emirates63
South Africa39
Saudi Arabia6
Turkey5
Kenya4

We then calculated the target cash compensation (which we define as base salary or wages plus target cash bonus) that we paid each individual (other than those we excluded by reason of thede minimisexception) during 2017for such individuals for 2020 to identify our median employee. To calculate the target cash compensation for any employee that we paid in

​

Pentair plc     59

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​

currency other than U.S. Dollars, we then applied the applicable foreign currency exchange rate in effect on October 1, 20172020 to convert such foreign employee’snon-U.S. employee's target cash compensation into U.S. Dollars.

Once we identified our median employee, we added together all of the elements of such employee’s employee's

compensation for 20172020 in the same way that we calculate the annual total compensation of our Named Executive Officers in the Summary Compensation Table. To calculate our ratio, we divided Mr. Hogan’s annual total compensation, as reported in the summary compensation table above, by the median employee’s annual total compensation.

RISK CONSIDERATIONS IN COMPENSATION DECISIONS

RISK CONSIDERATIONS IN COMPENSATION DECISIONS

The Compensation Committee believes that paying for performance is an important part of its compensation philosophy, but recognizes the risk that incentivizing specific measures of performance may pose to the performance of the Companyour company as a whole if personnel were to act in ways designed primarily to maximize their compensation. Therefore, the Compensation Committee conducts an annual assessment of potential risks arising from its compensation programs and policies applicable to all employees. In its December 20172020 assessment, the Compensation Committee noted the following considerations, among others:

►

the balance of our fixed and variable compensation in our executive officer compensation programs

►

the balance in our compensation programs between the achievement of short-term objectives and longer-term value creation

►

the mix of compensation forms within our long-term incentive compensation program

►

our use of multiple performance measures under our incentive compensation programs

►

the impact of these performance measures on our financial results

►

our use of performance curves that require achievement of a minimum level of performance before receiving any incentive payout

►

capped payouts under our incentive programs

►

our adoption of a clawback policy pursuant to which certain incentive compensation earned by our executive officers may be subject to recoupment

►

our stock ownership guidelines and equity holding policy

►

our adoption of an equity holding policy

►
the balance of our fixed and variable compensation in our executive compensation program;
►
the balance in our executive compensation program between the achievement of short-term objectives and longer-term value creation;
►
the mix of compensation forms within our long-term incentive compensation plan;
►
our use of multiple performance measures under our incentive compensation plans;
►
metrics tied to segment performance for segment presidents;
►
the impact of these performance measures on our financial results;
►
our use of performance curves that require achievement of a minimum level of performance before receiving any incentive payout;
►
capped payouts under our incentive plans;
►
clawback policy pursuant to which certain incentive compensation earned by our executive officers may be subject to recoupment; and
►
our stock ownership guidelines and equity holding policy.

Based on its assessment, the Compensation Committee concluded that the risks arising from our executive compensation programsprogram and policies are not reasonably likely to have a material adverse effect on our company. The Compensation Committee will continue to assess our executive compensation programsprogram to align employee interests with those of long-term shareholder interests.

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PROPOSAL
3		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
The Board recommends a voteFOR 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

​

PROPOSAL 3

GRAPHIC


The Audit and Finance Committee has selected and appointed Deloitte & Touche LLP (“("D&T”&T") to audit our financial statements for the fiscal year ending December 31, 2018.2021. The Board, upon the recommendation of the Audit and Finance Committee, is asking our shareholders to ratify, by non-bindingnonbinding, advisory vote, the appointment and to authorize, by binding vote, the Audit and Finance Committee of the Board of Directors to set the independent auditor’sauditor's remuneration. Although approval is not required by our Articles of Association or otherwise, the Board is submitting the appointment of D&T to our shareholders because we value our shareholders’shareholders' views on our independent auditor. If the appointment of D&T is not ratified by shareholders, it will be considered as notice to the Board and the Audit and Finance Committee to consider the selection of a different firm. Even if the appointment is ratified, the Audit and Finance Committee in its discretion may select a different independent auditor at any time during the year if it determines that such a change would be in the best interests of our company and our shareholders.

The Audit and Finance Committee is directly responsible for the appointment, compensation, retention and oversight of the independent auditor retained to audit our financial statements. D&T has

been retained as our independent auditorcontinuouslyauditor continuously since 1977.

The Audit and Finance Committee is responsible for the audit fee negotiations associated with our retention of D&T. In connection with the mandated rotation of D&T’s&T's lead engagement partner, the Audit and Finance Committee and its Chair are directly involved in the selection of D&T’s&T's new lead engagement partner. The members of the Audit and Finance Committee and the Board believe that the continued retention of D&T to serve as our independent auditor is in our and our shareholders’shareholders' best interests.

We expect that one or more representatives of D&T will be present at the Annual General Meeting. Each of these representatives will have the opportunity to make a statement, if he or she desires, and is expected to be available to respond to any questions.

The resolution in respect of this Proposal 3 is an ordinary resolution. The text of the resolution inwith respect ofto Proposal 3 is as follows:

“"IT IS RESOLVED, to ratify, on a non-binding,nonbinding, advisory basis, the appointment of Deloitte & Touche LLP as the independent auditor of Pentair plc and to authorize, in a binding vote, the Audit and Finance Committee to set the auditor’sauditor's remuneration.”"

EACH OF THE BOARD AND THE AUDIT AND FINANCE COMMITTEE RECOMMENDS A VOTE REQUIREMENT"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.

​

Ratification, by non-binding advisory vote, of the appointment of Deloitte & Touche LLP as the independent auditor of Pentair plc     and the authorization, by binding vote, of the Audit andFinance Committee to set the auditor’s remuneration requires the affirmative vote of a majority of the votes cast in person or by proxy at the Annual General Meeting.

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.

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PROPOSAL 3

AUDIT AND FINANCE COMMITTEE PRE-APPROVAL POLICY

The Audit and Finance Committee reviews and approves the external auditor’sauditor's engagement and audit plan, including fees, scope, staffing and timing of work. In addition, the Audit and Finance Committee Charter limits the types of non-audit services that may be provided by the independent auditors. Any permitted non-audit services to be performed by the independent auditors must be pre-approved by the Audit and Finance Committee after the Committee is advised of the nature of the engagement and particularservices particular services

to be provided. The Audit and Finance Committee pre-approved audit fees and all permitted non-audit services of the independent auditor in 2017.2020. Responsibility for this pre-approval may be delegated to one or more members of the Audit and Finance Committee; all such approvals, however, must be disclosed to the Audit and Finance Committee at its next regularly scheduled meeting. The Audit and Finance Committee may not delegate authority for pre-approvals to management.

FEES PAID TO THE INDEPENDENT AUDITORS

We engaged D&T, Deloitte AG, Deloitte & Touche (Ireland), and the member firms of Deloitte Touche Tohmatsu and their respective affiliates (collectively, the “Deloitte Entities”"Deloitte Entities") to provide various audit, audit-related, tax and other permitted non-audit services to

us during fiscal years 20172020 and 2016.2019. The Audit and Finance Committee approved all fees paid to the Deloitte Entities and underlying services provided by the Deloitte Entities. Their fees for these services were as follows (in thousands):

     2017          2016
Audit fees(1)$12,716$11,329
Audit-related fees(2)277845
Tax fees(3)
     Tax compliance and return preparation6261,202
     Tax planning and advice3,5332,007
          Total tax fees4,1593,209
     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.

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2020
​2019 

Audit fees(1)

 $4,949 $5,872 
​ ​​ ​​​ ​ ​

Audit-related fees(2)

  174  246 
​ ​​​ ​​ ​ ​

Tax fees(3)

       
​ ​​ ​ ​​ ​​

Tax compliance

  941  552 
​​​ ​ ​​ ​​

Tax consulting

  1,110  1,468 
​​​ ​ ​​ ​ ​

Total tax fees

  2,051  2,020 
​ ​​ ​​​ ​ ​

Total

 $7,174 $8,138 
​ ​​​ ​​ ​ ​
(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.
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AUDIT AND FINANCE COMMITTEE REPORT

AUDIT AND FINANCE COMMITTEE REPORT

In connection with the financial statements for the year ended December 31, 2017,2020, the Audit and Finance Committee has:

►

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;

►

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

►

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.

►
reviewed and discussed our audited U.S. GAAP consolidated financial statements and Irish statutory financial statements for the year ended December 31, 2020 with management;
►
discussed with Deloitte & Touche LLP, our independent registered public accounting firm, the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board and the Securities and Exchange Commission; and
►
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.

Based upon these reviews and discussions, the Audit and Finance Committee recommended to the Board that our audited consolidated financial statements be included in the Annual Report on Form 10-K for the year ended December 31, 20172020 filed with the Securities and Exchange Commission on February 27, 2018.16, 2021. The Board has approved these inclusions.

THE AUDIT AND FINANCE COMMITTEE

Glynis A. Bryan, Chair
Jacques EsculierMona Abutaleb
David H. Y. HoGregory E. Knight
Ronald L. Merriman
Billie I. WilliamsonMichael T. Speetzen

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PROPOSAL 4

GRAPHIC


The Board is asking our shareholders to approve the Pentair plc Employee Stock Purchase and Bonus Plan, as amended and restated (the "ESPP"). The ESPP was most recently amended and restated effective January 1, 2021 to modify the time period for which the contribution limits under the ESPP apply and, subject to approval of our shareholders at the Annual General Meeting, to extend the term of the ESPP until the 10th anniversary of such shareholder approval.

We believe the ESPP is an important part of our compensation programs. It provides an incentive, through our matching contributions, for all employees to become shareholders, thereby encouraging a broad-based alignment with shareholder interests.

The ESPP currently has approximately 1,335 participants. For 2020, the aggregate amount of the company matching contributions for all participants was approximately $1,095,620.67. We believe the benefits achieved through the ESPP are well worth this cost.

The ESPP has been in existence for many years and is a highly visible and popular employee benefit. The ESPP is a key broad-based contributory employee plan that directly supports our objective of aligning the interests of all employees with the interests of our

shareholders and has proven to be an effective tool in encouraging broad-based equity participation among our employees.

The text of the resolution with respect to this Proposal 4 is as follows:

"IT IS RESOLVED, that approval be and is hereby given to the Pentair plc Employee Stock Purchase and Bonus Plan, as amended and restated, which has been made available to shareholders prior to the meeting, and that the directors be and are hereby authorized to take all such actions (including the making of minor amendments) with reference to the Pentair plc Employee Stock Purchase and Bonus Plan as may be necessary to ensure the operation of the Pentair plc Employee Stock Purchase and Bonus Plan as amended and restated in any jurisdiction in which employees are invited to participate."

If the ESPP is not approved by the shareholders at the Annual General Meeting, its authorization will expire in 2022 and no further purchases may be made under the ESPP after such expiration.

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PROPOSAL
4		AUTHORIZE THE PRICE RANGE AT WHICH PENTAIR PLC CAN RE-ALLOT SHARES IT HOLDS AS TREASURY SHARES UNDER IRISH LAW
The Board recommends a voteFORthe authorization of the price range at which Pentair plc can re-allot shares it holds as treasury shares under Irish law
​

PROPOSAL 4

​

KEY TERMS OF THE ESPP

►
We match 25% of the contributions made by participants
►
Participants may contribute up to 15% of their compensation, subject to a maximum contribution of US$9,000 (for U.S. participants) or CA$11,000 (for Canadian participants) per participant in any 12-month period
►
Eligible participants generally include all regular and permanent full-time and part-time employees who are at least age 18
►
Shares are acquired through open-market purchases at the prevailing market prices, so the ESPP is not dilutive to our existing shareholders

A summary description of the ESPP follows below. The summary description is qualified in its entirety by reference to the full text of the ESPP, which is attached to this Proxy Statement as Appendix B. Our shareholders are urged to read the actual text of the ESPP in its entirety.

ADMINISTRATION

We administer the ESPP through certain of our employees who are appointed for that purpose (the "Plan Administrator"). The Plan Administrator has full power and authority to interpret and construe the ESPP, to adopt rules and regulations for purposes of

administering the ESPP and to amend and revoke any rules and regulations. Any interpretation of the ESPP by the Plan Administrator and any decision on any matter within the Plan Administrator's discretion that is made in good faith will be final and binding.

ELIGIBILITY

Our regular and permanent full-time or part-time employees, or regular and permanent full-time or part-time employees of our participating affiliates, who are at least age 18 are generally eligible to participate in the ESPP, except that employees covered by a collective bargaining agreement that does not provide

for participation in the ESPP and individuals who are not treated by us or our participating affiliates as employees are not eligible. Currently, we estimate that there are approximately 5,125 employees who may be eligible to participate in the ESPP if they also meet the age requirements.

CONTRIBUTIONS

Participation in the ESPP is voluntary. Upon making the appropriate election to participate, participants may contribute, through payroll deductions, between 0.01% and 15% of their compensation, subject to a maximum contribution of US$9,000 (for U.S. participants) or

CA$11,000 (for Canadian participants) per participant in any 12-month period. Prior to the most recent amendment and restatement of the ESPP, this limit on contributions was measured over the calendar year.

EMPLOYER MATCHING CONTRIBUTION

At the times determined by the Plan Administrator, we or our participating affiliates will contribute on behalf of

each participant an amount equal to 25% of the contributions made by the participant.

PURCHASE OF STOCK

The Plan Administrator has appointed an agent (the "Plan Agent") to, among other things, receive contributions and purchase shares under the ESPP. The Plan Agent uses contributions to purchase our ordinary shares on the open market, which are

allocated to the participants' accounts. There is no limit on the number of ordinary shares that may be purchased. Each participant is fully vested in his or her account.

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PROPOSAL 4

VOTING AND DIVIDENDS

Participants have no voting, dividend or other rights of a shareholder with respect to shares subject to the ESPP until the shares have been delivered to the participants' accounts. Once the shares are delivered to a participant's account, he or she will be able to instruct the Plan Agent how to vote the shares. Cash

dividends received on shares held in participant accounts will either be used by the Plan Agent to purchase additional shares on behalf of the participant or paid directly to the participant in cash, as elected by the participant in accordance with procedures established by the administrator of the ESPP.

ENDING PARTICIPATION; DISTRIBUTIONS

A participant may, in accordance with procedures established by the Plan Administrator, elect to cease making contributions under the ESPP. In addition, a participant who ceases earning compensation, or who

ceases to be an eligible employee, shall automatically cease making contributions. Participants are eligible to receive distributions of their accounts in accordance with procedures established by the Plan Agent.

TERM; AMENDMENTS AND TERMINATION

If the ESPP is approved by shareholders at the Annual General Meeting, then it will terminate on the 10th anniversary of the date of the Annual General Meeting, unless it is earlier terminated as provided in the ESPP. The Board, as a whole or acting through

the Compensation Committee, has the power to amend or terminate the ESPP. Current NYSE rules also require shareholder approval of certain other material revisions to the ESPP.

NEW PLAN BENEFITS

We cannot currently determine the number of our ordinary shares that may be purchased under the ESPP in the future.

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PROPOSAL 4

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table summarizes, as of December 31, 2020, information about compensation plans under which our equity securities are authorized for issuance:

 ​
(a)
​
(b)
​
(c)
​ ​ ​ ​​ ​ ​ ​ ​ ​ ​ 

Plan Category


​








Number of
securities to
be issued
upon the
exercise of
outstanding
options,
warrants and
rights








​







Weighted-
average
exercise
price of
outstanding
options,
warrants
and rights







​












Number of
securities
remaining
available for
future
issuance
under equity
compensation
plans
(excluding
securities
reflected in
column (a))












Equity compensation plans approved by security holders

          
​ ​​ ​​​ ​ ​​​ ​

2020 Share and Incentive Plan

  86,233(1) —(2) 5,497,519(3)
​ ​​ ​ ​​ ​​​ ​ ​

2012 Stock and Incentive Plan

  4,006,791(4)$40.47(2) 400,997(5)
​​​ ​ ​​ ​ ​​ ​​

2008 Omnibus Stock Incentive Plan

  15,616(6)$24.27(2) —(5)
​ ​​​ ​​ ​ ​​ ​ ​

Equity compensation plans not approved by security holders

  —  —  —(7)
​​​ ​ ​​​ ​​ ​ ​

Total

  4,108,640 $40.39(2) 5,898,516 
​ ​​ ​​​ ​ ​​​ ​
(1)
Consists of 86,233 shares subject to restricted stock units.

(2)
Represents the weighted average exercise price of outstanding stock options and does not take into account outstanding restricted stock units or performance share units.

(3)
Represents securities remaining available for issuance under the 2020 Plan.

(4)
Consists of 3,059,184 shares subject to stock options, 588,399 shares subject to restricted stock units, and 359,208 shares subject to performance share awards.

(5)
The 2012 Stock and Incentive Plan was terminated in 2020. Stock options, restricted stock units and performance share awards previously granted under the 2012 Stock and Incentive Plan remain outstanding, but no further options or shares may be granted under this plan.

(6)
Consists of 15,616 shares subject to stock options.

(7)
The 2008 Omnibus Stock Incentive Plan was terminated in 2012. Stock options previously granted under the 2008 Omnibus Stock Incentive Plan remain outstanding, but no further options or shares may be granted under this plan.

EACH OF THE BOARD AND THE COMPENSATION COMMITTEE RECOMMENDS A VOTE "FOR" THE APPROVAL OF THE PENTAIR PLC EMPLOYEE STOCK PURCHASE AND BONUS PLAN, AS AMENDED AND RESTATED.

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PROPOSAL 5

GRAPHIC


Under Irish law, directors of an Irish public limited company must have authority from its shareholders to allot (or issue) any shares, including shares that are part of our company's authorized but unissued share capital. The Board's current authority to issue up to 33% of the Company's issued ordinary share capital was approved by the shareholders at the 2020 Annual General Meeting and will expire on November 5, 2021. This authority is fundamental to our business and enables us to issue shares, including, if applicable, in connection with funding acquisitions and raising capital.

We are presenting this Proposal 5 to renew the Board's authority to issue up to a maximum of 33% of a company's issued ordinary share capital as at March 5, 2021 (the latest practicable date before this Proxy Statement) and for such authority to expire 18 months from the passing of this resolution, unless otherwise varied, revoked or renewed.

Granting the Board this authority is a routine matter for public limited companies incorporated in Ireland and is consistent with Irish market practice. We are not asking you to approve an increase in our authorized share capital or to approve a specific issuance of shares. Instead, approval of this proposal will only grant the Board of Directors the authority to allot shares upon the terms below. In addition, we note that, because we are a NYSE-listed company, our

shareholders continue to benefit from the protections afforded to them under the rules and regulations of the NYSE and SEC, including those rules that limit our ability to issue shares in specified circumstances.

The text of the resolution in respect of Proposal 5 is as follows:

"IT IS RESOLVED, that, the Board of Directors be and is generally and unconditionally authorized with effect from the passing of this resolution to exercise all powers of the Company to allot relevant securities (as defined in Section 1021 of the Companies Act 2014) in an amount up to an aggregate nominal amount of $548,368 (equivalent to 54,836,794 ordinary shares), being equivalent to approximately 33% of the aggregate nominal value of the issued ordinary share capital of the Company as of March 5, 2021 (the latest practicable date before this Proxy Statement), and the authority conferred by this resolution shall expire eighteen months from the passing of this resolution, unless previously renewed, varied or revoked; provided that the Company may make an offer or agreement before the expiry of this authority, which would or might require any such securities to be allotted after this authority has expired, and in that case, the Directors may allot relevant securities in pursuance of any such offer or agreement as if the authority conferred hereby had not expired."

THE BOARD RECOMMENDS A VOTE "FOR" AUTHORIZATION OF THE BOARD OF DIRECTORS TO ALLOT NEW SHARES UNDER IRISH LAW.

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PROPOSAL 6

GRAPHIC


Under Irish law, unless otherwise authorized, certain statutory preemption rights apply automatically in favor of shareholders where shares are to be issued for cash. Under the statutory preemption rights, shares issued for cash must be offered to existing shareholders of our company on a pro rata basis before the shares can be issued to any new shareholders. The Board's current authority to opt-out of these statutory preemption rights was approved by the shareholders at the 2020 Annual General Meeting and will expire on November 5, 2021. The statutory preemption rights do not apply where shares are issued for non-cash consideration (such as in a stock-for-stock acquisition) and do not apply to the issue of non-equity shares (that is, shares that have the right to participate only up to a specified amount in any income or capital distribution) or where shares are issued pursuant to an employee option or similar equity plan.

We are presenting this Proposal 6 to renew the Board's authority to opt-out of the statutory preemption rights provision in the event of (1) the issuance of shares in connection with any rights issue and (2) the issuance of shares for cash, if the issuance is limited to up to 5% of a company's issued ordinary share capital as at March 5, 2021 (the latest practicable date before this Proxy Statement) (with the possibility of issuing up to an additional 5% of the company's issued ordinary share capital as at March 5, 2021 provided the company uses it only in connection with an acquisition or specified capital investment which is announced contemporaneously with the issuance, or which has taken place in the preceding 6-month period and is disclosed in the announcement of the issue) bringing the total acceptable limit to 10% of the company's issued ordinary share capital as at March 5, 2021 and, provided further that, in each case, such authority will be limited to a period expiring 18 months from the passing of this resolution, unless otherwise varied, renewed or revoked.

Granting the Board this authority is a routine matter for public limited companies incorporated in Ireland and is consistent with Irish customary practice. Similar to the authorization sought for Proposal 5, this authority is fundamental to our business and, if applicable, will

facilitate our ability to fund acquisitions and otherwise raise capital. We are not asking you to approve an increase in our authorized share capital. Instead, approval of this proposal will only grant the Board the authority to issue shares upon the terms below. Without this authorization, in each case where we issue shares for cash, we would first have to offer those shares on the same or more favorable terms to all of our existing shareholders. This requirement could cause delays in the completion of acquisitions and capital raising for our business. Furthermore, we note that this authorization is required as a matter of Irish law and is not otherwise required for U.S. companies listed on the NYSE. In addition, under Irish law, the Board will only be authorized to opt-out of preemption rights if it is authorized to issue shares, which authority is being sought in Proposal 5.

The text of the resolution with respect to Proposal 6 is as follows:

"IT IS RESOLVED, as a special resolution, that, subject to the passing of the resolution in respect of Proposal 5 as set out above and with effect from the passing of this resolution, the directors be and are hereby empowered pursuant to Section 1023 of the Companies Act 2014 to allot equity securities (as defined in Section 1023 of that Act) for cash, pursuant to the authority conferred by Proposal 5 as if sub-section (1) of Section 1022 of that Act did not apply to any such allotment, provided that this power shall be limited to:

(a)
the allotment of equity securities in connection with a rights issue or other preemptive issue in favor of the holders of ordinary shares (including rights to subscribe for, or convert into, ordinary shares) where the equity securities respectively attributable to the interests of such holders are proportional (as nearly as may be) to the respective numbers of ordinary shares held by them (but subject to such exclusions or other arrangements as the Board may deem necessary or expedient to deal with fractional entitlements that would otherwise arise, or with legal or practical problems under the laws of, or the
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PROPOSAL 6


requirements of any recognized regulatory body or any stock exchange in any territory, or otherwise); and

(b)
the allotment (other than pursuant to sub-paragraph (a) above) of equity securities up to an aggregate nominal value of $166,172 (equivalent to 16,617,210 shares) (being equivalent to approximately 10% of the aggregate nominal value of the issued ordinary share capital of the Company as of March 5, 2021 (the latest practicable date before this Proxy Statement)), provided that any amount above $83,086 (equivalent to 8,308,605 shares) (being equivalent to approximately 5% of the aggregate

nominal value of the issued ordinary share capital of the Company as of March 5, 2021) is to be used only for the purpose of an acquisition or a specific capital investment, and the authority conferred by this resolution shall expire 18 months from the passing of this resolution, unless previously renewed, varied or revoked; provided that the Company may make an offer or agreement before the expiry of this authority, which would or might require any such securities to be allotted after this authority has expired, and in that case, the Board may allot equity securities in pursuance of any such offer or agreement as if the authority conferred hereby had not expired."

THE BOARD RECOMMENDS A VOTE "FOR" AUTHORIZATION OF THE BOARD OF DIRECTORS TO OPT-OUT OF STATUTORY PREEMPTION RIGHTS UNDER IRISH LAW.

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PROPOSAL 7

GRAPHIC


Our historical open-market share repurchases (redemptions)(whether effected as redemptions or otherwise) and other share buyback activities result in ordinary shares being acquired and held by us as treasury shares. We may re-allot treasury shares that we acquire through our various share buyback activities in connection with our employee compensation programs.programs or otherwise.

Under Irish law, our shareholders must authorize the price range at which we may re-allot any shares held in treasury. In this proposal, that price range is expressed as a minimum and maximum percentage of the prevailing market price (as defined below). Under Irish law, thisThe Company's current authorization was granted by the shareholders at the 2020 Annual General Meeting and will expire after eighteen months unless renewed. Accordingly, we expect to propose renewal of this authorization at subsequent Annual General Meetings.on November 5, 2021.

The authority being sought from shareholders provides that the minimum and maximum prices at which an ordinary share held in treasury may be re-allotted are 95% (or nominal value where the re-allotment of treasury shares is required to satisfy an obligation under any employee or director share or option plan operated by Pentair plc) and 120%, respectively, of the average closing price per ordinary share, as reported on the New York Stock Exchange, for the 30 trading days immediately preceding the proposed date of re-allotment. Any re-allotment of treasury shares will be at price levels that the Board considers in the best interests of our shareholders. Under Irish law, this authorization will expire after eighteen months unless renewed. Accordingly, we expect to propose renewal of this authorization at subsequent Annual General Meetings.

The resolution inwith respect of thisto Proposal 47 is a special resolution. The text of the resolution inwith respect ofto Proposal 47 is as follows:

“"IT IS RESOLVED, as a special resolution, that for the purposes of sectionSection 1078 of the Companies Act 2014, the re-allotment price range at which any treasury shares (as defined by sectionSection 106 of the Companies Act 2014) for the time being held by Pentair plc may be re-allotted off-market shall be as follows:

1.
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 maximum price at which a treasury share may be re-allotted off-market shall be an amount equal to 120% of the ‘market price.’

2.

the minimum price at which a treasury share may be re-allotted off-market shall be the nominal value of the share where such a share is required to satisfy an obligation under any employee or director share or option plan operated by Pentair plc or, in all other cases, not less than 95% of the ‘market price.’

3.

for the purposes of this resolution, the ‘market price’ shall mean the average closing price per ordinary share of Pentair plc, as reported on the New York Stock Exchange, for the 30 trading days immediately preceding the day on which the relevant share is re-allotted.

FURTHER RESOLVED, that this authority to re-allot treasury shares shall expire on the date 18 months from the date of the passing of this resolution unless previously varied, revoked or renewed in accordance with the provisions of sectionsSections 109 and/or 1078 (as applicable) of the Companies Act 2014 (and/or any corresponding provision of any amended or replacement legislation) and is without prejudice or limitation to any other authority of the Company to re-allot treasury shares on-market.”"

THE BOARD RECOMMENDS A VOTE "FOR" THE AUTHORIZATION OF THE PRICE RANGE AT WHICH PENTAIR PLC CAN RE-ALLOT SHARES IT HOLDS AS TREASURY SHARES UNDER IRISH LAW.

​

Pentair plc     71

VOTE REQUIREMENT

Authorization of the price range at which Pentair plc can re-allot shares it holds as treasury shares under Irish law requires the affirmative vote of not less than 75% of the votes cast in person or by proxy at the Annual General Meeting.

THE BOARD RECOMMENDS A VOTE “FOR” THE AUTHORIZATION OF THE PRICE RANGE AT WHICH PENTAIR PLC CAN RE-ALLOT SHARES IT HOLDS AS TREASURY SHARES UNDER IRISH LAW.

Pentair plc      69

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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
The Board recommends a voteFOR approval of the reduction of the minimum number of directors from nine to seven and the maximum number of directors from twelve to eleven

Article 71 of our Articles of Association currently provides that the number of directors on our Board shall not be less than nine nor more than twelve. Our Board currently has twelve members. Upon completion of the Separation, we expect the size of our Board to be reduced to nine members, with Messrs. Burris, Garden, Ho, Hogan, Merriman and Monahan resigning, and Messrs. Harris, Peltz, Speetzen and Stauch joining our Board. Given that we expect the size of our Board to be smaller after the Separation than it historically has been, our Board believes it is appropriate to reduce the minimum number of directors and the maximum number of directors as provided for in our Articles of Association, effective upon the later of shareholder approval of this Proposal 5 or the completion of the Separation.

Article 93 of our Articles of Association provides that the Company may increase or reduce the minimum or maximum number of the Board by Variation Resolution (as defined in our Articles of Association), except where our Board makes arecommendation to the shareholders to change the minimum or maximum number, in which case an ordinary resolution shall be required. Accordingly, our Board has approved, and recommends that our shareholders approve, a resolution to decrease the minimum number of directors from nine to seven and the maximum number of directors from twelve to eleven, effective upon the later of shareholder approval of this Proposal 5 or the completion of the Separation.

The text of the resolution in respect of Proposal 5 is as follows:

“IT IS RESOLVED, as an ordinary resolution, that, in accordance with Article 93 of the Articles of Association of Pentair plc and for the purposes of Article 71 of the Articles of Association of Pentair plc, the prescribed minimum number of directors shall be decreased from nine to seven and the maximum number of directors shall be decreased from twelve to eleven, effective upon the later of shareholder approval of this resolution or the completion of the Separation.”

VOTE REQUIREMENT

Approval of the reduction of the minimum number of directors from nine to seven and the maximum number of directors from twelve to eleven requires the affirmative vote of a majority of the votes cast in person or by proxy at the Annual General Meeting.

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.

70     2018 Proxy Statement

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SECURITY OWNERSHIP

SECURITY OWNERSHIP

The following table contains information concerning the beneficial ownership of our ordinary shares as of March 5, 2018,2021, by each director and nominee to become a director, by each executive officer listed in the Summary Compensation Table, and by all current directors director nominees and executive officers as a group. Based on filings with the SEC, the following table also contains information concerning each person we know who beneficially owned more than 5% of our ordinary shares as of December 31, 2017.2020.

Name of
Beneficial Owner		Ordinary
Shares(1)		Share
Units(2)		Right to
Acquire within
60 days(3)		ESOP
Stock(4)		Total% of
Class(5)
Glynis A. Bryan   17,982   5,093   50,314   -   73,389   
Jerry W. Burris24,443-33,114-57,557
Carol Anthony (John) Davidson15,265-22,105-37,370
Jacques Esculier6,043---6,043
Karl R. Frykman36,609-119,7161,915158,240
Edward P. Garden15,411,582(6)-265,255-15,676,8378.8%
T. Michael Glenn18,8691,03950,314-70,222
Theodore L. Harris---
David H. Y. Ho10,866-16,400-27,266
Randall J. Hogan493,38060,8421,861,1722,2292,417,6231.3%
John H. Jacko461-3,368-3,829
David A. Jones11,47729,47733,114-74,068
Ronald L. Merriman20,48843433,114-54,036
William T. Monahan41,32913,11650,314-104,759
Matthew H. Peltz-(7)--
Michael T. Speetzen---
John L. Stauch142,22648,598388,726784580,334
Billie I. Williamson6,600---6,600
Beth A. Wozniak4,260-34,5756534,776
Directors, nominees and executive officers as a group (21)16,318,840170,6222,941,5186,32419,437,30310.7%
The Vanguard Group(8)16,602,635---16,602,6359.3%
Trian Fund Management, L.P.(9)15,411,582(6)-265,255-15,676,8378.8%
BlackRock, Inc.(10)12,793,797---12,793,7977.2%
State Street Corporation(11)9,667,553---9,667,5535.4%
(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)

Name of
Beneficial Owner

​

Common
Stock(1)

​

Share
Units(2)

​


Right to
Acquire within
60 days


​

RSIP
Stock(3)

​
Total
​

% of
Class(4)

  Mona Abutaleb  6,109  —  —  —  6,109    
​​​ ​ ​​ ​ ​​ ​​​ ​ ​​​ ​​ ​ ​
  Mark C. Borin  —  8,397  —  693  9,090    
​ ​​ ​ ​​ ​​​ ​ ​​​ ​​ ​ ​​ ​ ​
  Glynis A. Bryan  24,859  5,368  22,017  —  52,244    
​ ​​ ​​​ ​ ​​​ ​​ ​ ​​ ​ ​​ ​​
  Mario D'Ovidio  —  —  —  —  —    
​​​ ​ ​​ ​ ​​ ​​​ ​ ​​​ ​​ ​ ​
  Robert P. Fishman  —  —  —  —  —    
​ ​​ ​ ​​ ​​​ ​ ​​​ ​​ ​ ​​ ​ ​
  Karl R. Frykman  87,773  —  154,876  2,087  244,736    
​ ​​ ​​​ ​ ​​​ ​​ ​ ​​ ​ ​​ ​​
  T. Michael Glenn  25,746  1,861  28,324  —  55,931    
​​​ ​ ​​ ​ ​​ ​​​ ​ ​​​ ​​ ​ ​
  Theodore L. Harris  6,877  —  —  —  6,877    
​ ​​ ​ ​​ ​​​ ​ ​​​ ​​ ​ ​​ ​ ​
  John H. Jacko  13,463  —  43,203  —  56,666    
​ ​​ ​​​ ​ ​​​ ​​ ​ ​​ ​ ​​ ​​
  David A. Jones  18,354  53,474  22,017  —  93,845    
​​​ ​ ​​ ​ ​​ ​​​ ​ ​​​ ​​ ​ ​
  Gregory E. Knight  —  —  —  —  —    
​ ​​ ​ ​​ ​​​ ​ ​​​ ​​ ​ ​​ ​ ​
  Karla C. Robertson  10,260  —  36,870  —  47,130    
​ ​​ ​​​ ​ ​​​ ​​ ​ ​​ ​ ​​ ​​
  Michael T. Speetzen  6,877  —  —  —  6,877    
​​​ ​ ​​ ​ ​​ ​​​ ​ ​​​ ​​ ​ ​
  John L. Stauch  264,388  82,333  496,525  892  844,138    
​ ​​ ​ ​​ ​​​ ​ ​​​ ​​ ​ ​​ ​ ​
  Billie I. Williamson  13,477  —  —  —  13,477    
​ ​​ ​​​ ​ ​​​ ​​ ​ ​​ ​ ​​ ​​
  Directors and executive officers as a group (18)  507,582  155,211  926,134  4,139  1,593,066    
​ ​​ ​ ​​ ​​​ ​ ​​​ ​​ ​ ​​ ​ ​
  The Vanguard Group(5)  17,249,928  —  —  —  17,249,928  10.4%
​ ​​ ​​​ ​ ​​​ ​​ ​ ​​ ​ ​​ ​​
  BlackRock, Inc.(6)  13,390,391  —  —  —  13,390,391  8.1%
​​​ ​ ​​ ​ ​​ ​​​ ​ ​​​ ​​ ​ ​
  State Street Corporation(7)  9,313,645  —  —  —  9,313,645  5.6%
​ ​​ ​ ​​ ​​​ ​ ​​​ ​​ ​ ​​ ​ ​
(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)

In the case of Mr. Davidson and Mr. Garden, includes options to purchase shares that will vest upon the Separation, which is assumed for this purpose to occur on April 30, 2018. Trian may be deemed to have shared beneficial ownership of the 11,163 options held by Mr. Garden by virtue of a director fee agreement between Trian and Mr. Garden that is further described in the Schedule 13D/A filed on May 18, 2017 by Trian Fund Management, L.P. (“Trian”) and certain of its affiliates. In addition, one of the funds managed by Trian has entered into a series of privately-negotiated, back-to-back call and put transactions with a counterparty, through which it is entitled to the same economic gain or loss as if it had purchased 254,092 underlying shares. The call options may be exercised at any time, in whole or in part, on or prior to November 20, 2018. Mr. Garden and Trian may be deemed to indirectly beneficially own the underlying shares by virtue of the relationships described below in footnote 6. Mr. Garden disclaims beneficial ownership of these shares for all other purposes.

(4)

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 1,726,199 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.

(5)

Less than 1% unless otherwise indicated.

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SECURITY OWNERSHIP

(6)

Represents shares owned by certain funds and investment vehicles (the “Trian Funds”) managed by 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 15.0 million 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 with respect to all of the shares Trian may be deemed to beneficially own. Accordingly, Mr. Garden and Trian 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.

(7)

Mr. Peltz is a Partner at Trian, which beneficially owns 15,676,837 ordinary shares of Pentair. Mr. Peltz disclaims beneficial ownership of the ordinary shares held by Trian.

(8)

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.

(9)

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 had shared voting and dispositive power for 15,676,837 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.

(11)

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.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Our executive officers directors and 10% shareholders are requiredrestricted stock units, receipt of which was deferred by the executive officer under the Securities Exchange Actcompany'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. As of 1934March 6, 2020, Fidelity Management Trust Company ("Fidelity"), the Trustee of the RSIP, held 766,789 ordinary shares (0.5%). Fidelity disclaims beneficial ownership of all shares. The RSIP participants have the right to file reports of ownership and changes in ownershipdirect the Trustee to vote their shares, although participants have no investment power over such shares. The Trustee does not vote the shares for which it has received no direction from participants.

(4)
Less than 1% unless otherwise indicated.

(5)
Information derived from a Schedule 13G/A filed with the SecuritiesSEC on February 10, 2021. The address of The Vanguard Group is 100 Vanguard Boulevard, Malvern, PA 19355. As of December 31, 2020, The Vanguard Group had shared voting power for 271,152 ordinary shares, sole dispositive power for 16,522,131 ordinary shares and Exchange Commissionshared dispositive power for 727,797 ordinary shares.

(6)
Information derived from a Schedule 13G/A filed with the SEC on January 29, 2021. The address of BlackRock, Inc. is 55 East 52nd Street, New York, NY 10055. As of December 31, 2020, BlackRock, Inc. had sole voting power for 11,717,724 ordinary shares and furnish copiessole dispositive power for 13,390,391 ordinary shares.

(7)
Information derived from a Schedule 13G filed with the SEC on February 16, 2021. The address of these reports to us.

State Street Corporation is State Street Financial Center, One Lincoln Street, Boston, MA 02111. As of December 31, 2020, State Street Corporation had shared voting power for 8,289,990 ordinary shares and shared dispositive power for 9,311,468 ordinary shares.

We have reviewed copies of reports furnished to us, or written representations that no reports were required. Based solely on these reports, we believe that during 20172020 our executive officers and directors complied with all such filing requirements.

​

72     20182021 Proxy Statement

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​

QUESTIONS AND ANSWERS ABOUT THE ANNUALGENERAL MEETING AND VOTING

QUESTIONS AND ANSWERS ABOUT THE ANNUAL GENERAL MEETING AND VOTING

Why did I receive these proxy materials?

We are providing these proxy materials to you because our Board of Directors is soliciting proxies for use at our Annual General Meeting of Shareholders to be held on May 8, 2018.4, 2021. We either (i) mailed you a Notice of Internet Availability of Proxy Materials on or before March 23, 201819, 2021 notifying each shareholder entitled to vote at the Annual General Meeting how to vote and how to electronically access a copy of this Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 20172020 or (ii) mailed you a printed copy of such proxy materials and a proxy card in paper format. You received these proxy materials because you were a shareholder of record as of the close of business on March 5, 2018.2021.

If you received a Notice of Internet Availability of Proxy Materials and would like to receive a printed copy of our proxy materials, including a proxy card in paper format on which you may submit your vote by mail, you should follow the instructions for requesting such proxy materials in the Notice of Internet Availability of Proxy Materials.

This Proxy Statement, our Annual Report on Form 10-K for the fiscal year ended December 31, 20172020 and our Irish statutory financial statementsStatutory Financial Statements and directors’directors' and auditors’auditors' reports are available online atwww.proxyvote.com.

What is a proxy?

A proxy is your legal designation of another person (the “proxy”"proxy") to vote on your behalf. By voting your proxy, you are giving the persons named on the proxy card the authority to vote your shares in the manner you indicate on your proxy card. You may vote your proxy by telephone or over the Internet as directed in the Notice of Internet Availability of Proxy Materials or, if you have requested or received a proxy card, by signing and dating the proxy card and submitting it by mail.

What is the difference between a shareholder of record and a beneficial owner?

If your shares are registered directly in your name with Computershare Trust Company, N.A., our transfer agent, you are a “shareholder"shareholder of record.”" If your shares are held in a stock brokerage account or by a bank or other custodian or nominee, you are considered the beneficial owner of shares held in “street"street name.”" As a beneficial owner, you have the right to direct your broker, bank or other custodian or nominee on how to vote your shares.

Who is entitled to vote at the Annual General Meeting and how many votes do I have?

The Board has set the close of business on March 5, 20182021 (Eastern Standard Time) as the record date for the Annual General Meeting. At the close of business on the record date, we had 178,344,557166,172,103 ordinary shares issued and outstanding and entitled to vote. All shareholders of record at the close of business on the record date are entitled to vote on the matters set forth in this Proxy Statement and any other matter properly presented at the Annual General Meeting. Beneficial owners whose banks, brokers or other custodians or nominees are shareholders registered in our share register with respect to the beneficial owners’owners' shares at the close of business on the record date are entitled to vote on the matters set forth in this Proxy Statement and any other matter properly presented at the Annual General Meeting. Each ordinary share is entitled to one vote on each matter properly brought before the Annual General Meeting.

How do I vote if I am a shareholder of record?

If you are a shareholder of record of ordinary shares, you can vote in the following ways:

►
►
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.
►
By Telephone: You can vote by telephone from the United States or Canada by calling the telephone number in the Notice of Internet Availability of Proxy Materials or on the proxy card.
►
By Mail: You can vote by mail by marking, signing and dating your proxy card or voting instruction form and returning it in the postage-paid envelope, the results of which will be forwarded to Pentair plc's registered address in Ireland electronically. For more information, follow the instructions in the Notice of Internet Availability of Proxy Materials or on the proxy card.
►
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.
​You can vote over the Internet atwww.proxyvote.com. For more information, follow the instructions in the Notice of Internet Availability of Proxy Materials or on the proxy card.
►By Telephone:You can vote by telephone from the United States or Canada by calling the telephone number in the Notice of Internet Availability of Proxy Materials or on the proxy card.
►By Mail:You can vote by mail by marking, signing and dating your proxy card or voting instruction form and returning it in the postage-paid envelope, 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.
►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.

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QUESTIONS AND ANSWERS ABOUT THE ANNUAL GENERAL MEETING AND VOTING

​

How do I vote if I am a beneficial owner?

If you are a beneficial owner of ordinary shares, you can vote in the following ways:

►General:You can vote by following the materials and instructions provided by your bank, broker or other custodian or nominee.

Pentair plc     73

►
TableGeneral: You can vote by following the materials and instructions provided by your bank, broker or other custodian or nominee.
►
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 Contentsrecord of your shares (i.e., your broker, bank or other custodian or nominee) and bring it to the Annual General Meeting.

QUESTIONS AND ANSWERS ABOUT THE ANNUAL GENERAL MEETING AND VOTING

►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.

What is the deadline to vote my shares if I do not vote in person at the Annual General Meeting?

If you are a shareholder of record, you may vote by Internet or by telephone until 8:00 a.m.10:59 p.m. local time (3:00 a.m.(11:59 p.m. Eastern Daylight Time) on May 6, 2018.2, 2021. If you are a shareholder of record and submit a proxy card, the proxy card must be received at the address stated on the proxy card by 8:00 a.m.10:59 p.m. local time (3:00 a.m.(11:59 p.m. Eastern Daylight Time) on May 6, 2018.2, 2021. If you are a beneficial owner, please follow the voting instructions provided by your bank, broker or other custodian or nominee.

How do I attend the Annual General Meeting?

All shareholders of record as of the close of business on the record date are invited to attend and vote at the Annual General Meeting. For admission to the Annual General Meeting, shareholders should bring a form of photo identification to the shareholders check-in area at the meeting, where their ownership will be verified. Those who beneficially own shares should also bring account statements or letters from their banks, brokers or other custodians or nominees confirming that they own our ordinary shares as of March 5, 20182021 (see above for further information if you also intend to vote at the Annual General Meeting). Registration will begin at 7:0030 a.m. (local time) and the Annual General Meeting will begin at 8:00 a.m. (local time) on May 8, 2018.4, 2021.

Shareholders in Ireland may participate in the Annual General Meeting by audio link at the offices of Arthur Cox LLP at Ten Earlsfort Terrace, Dublin 2, D02 T380, Ireland at 8:2:00 a.m. (localp.m. (Irish time), and the requirements for admission to the Annual General Meeting, as set out above, apply.

What constitutes a quorum for the Annual General Meeting?

Our Articles of Association provide that all resolutions made at a shareholders' meeting require the presence, in person or by proxy, of a majority of all shares entitled to vote. Abstentions and broker non-votes will be regarded as present for purposes of establishing the quorum.

May I change or revoke my proxy?

If you are a shareholder of record and have already voted, you may change or revoke your proxy before it is exercised at the Annual General Meeting in the following ways:

►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);
►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
►By attending the Annual General Meeting and voting in person.
►
By voting by Internet or telephone at a date later than your previous vote but prior to the voting deadline (which is 10:59 p.m. local time or 11:59 p.m. Eastern Daylight Time on May 2, 2021);
►
By mailing a proxy card that is properly signed and dated later than your previous vote and that is received by us prior to the voting deadline (which is 10:59 p.m. local time or 11:59 p.m. Eastern Daylight Time on May 2, 2021); or
►
By attending the Annual General Meeting and voting in person, although attendance at the Annual General Meeting will not, by itself, revoke a proxy.

If you are a beneficial owner, you must contact the record holder of your shares to revoke a previously authorized proxy or voting instructions.

What is the effect of broker non-votes and abstentions?

A broker non-vote occurs when a broker holding shares for a beneficial owner does not vote on a particular agenda item because the broker does not have discretionary voting power for that particular item and has not received instructions from the beneficial owner. Although brokers have discretionary power to vote your shares with respect to “routine”"routine" matters, they do not have discretionary power to vote your shares on “non-routine”"non-routine" matters pursuant to New York Stock Exchange (“NYSE”)NYSE rules. If you do not provide voting instructions for proposals considered “non-routine”"non-routine," a “broker non-vote”"broker non-vote" occurs. WeThe chart below summarizes which proposals we believe that Proposals 1(a)are routine and 1(b), 2 and 5 will be considered “non-routine”non-routine under the NYSE rules and therefore your broker will not be ablewhether brokers have discretion to vote your shares with respect to these proposals unless the broker receives appropriate instructions from you. If a broker does not receive voting instructions from you regarding Proposals 1(a) and 1(b), 2 and 5, the “broker non-vote” will have no effect on the vote on such agenda items. The “routine” proposals in this Proxy Statement are Proposals 3 and 4, for which your broker has discretionary voting authority under the NYSE rules to vote your shares, even if the broker does not receive voting instructions from you.

vote. Ordinary shares owned by shareholders electing to abstain from voting on any of the Proposalsproposals will have no effect on any of the Proposals.proposals.

​

74     2021 Proxy Statement

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QUESTIONS AND ANSWERS ABOUT THE ANNUAL GENERAL MEETING AND VOTING

​

How will my shares be voted if I do not specify how they should be voted?

If you submit a proxy to the company-designated proxy holders and do not provide specific voting instructions, you instruct the company-designated proxy holders or, if your shares are held in the Pentair Retirement Savings and Stock Incentive Plan, Fidelity Management Trust Company (or its designated affiliate) to vote your shares in accordance with the recommendations of the Board.Board as set forth in the chart below.

If your shares are held in the Pentair, Inc. Retirement Savings and Stock Incentive Plan or the Pentair, Inc. Non-Qualified Deferred Compensation Plan and you either (1) submit a proxy but do not provide specific voting instructions or (2) do not submit a proxy, Fidelity Management Trust Company (or its designated affiliate) will votethen your shares along with all other uninstructed shares in proportion to the voting by Pentair Retirement Savings and Stock Incentive Plan shares for which instructed proxies were received.will not be voted.

How will voting on any other business be conducted?

Other than matters incidental to the conduct of the Annual General Meeting and those set forth in this Proxy Statement, we do not know of any business or proposals to be considered at the Annual General Meeting. If any other business is proposed and properly presented at the Annual

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QUESTIONS AND ANSWERS ABOUT THE ANNUAL GENERAL MEETING AND VOTING

General Meeting, you instruct the company-designated proxy holders, in the absence of other specific instructions or the appointment of other proxy holders, to vote your shares in accordance with the recommendations of the Board.

What constitutes a quorum forThe following chart describes the Annual General Meeting?

Our Articles of Association provide that all resolutionsproposals to be considered at the meeting, the vote required to elect directors and elections made at a shareholders’ meeting requireto adopt each other proposal, and the presence,manner in person or by proxy, of a majority of all shares entitled to vote, with abstentions and broker non-votes regarded as present for purposes of establishing the quorum.which votes will be counted:


Proposal

Voting Options

Vote Required to
Adopt the Proposal


Broker Discretion

Effect of
Abstentions
and Broker
Non-Voting
Re-Elect Director NomineesFor, against, or abstain on each nomineeMajority of votes castNo broker discretion to voteNo effect
​ ​​ ​​​​ ​​
Approve, by Nonbinding, Advisory Vote, the Compensation of the Named Executive OfficersFor, against, or abstainMajority of votes castNo broker discretion to voteNo effect
​ ​​ ​​​​ ​​
Ratify, by Nonbinding, Advisory Vote, the Appointment of the Independent Auditor and Authorize, by Binding Vote, the Audit and Finance Committee to Set the Auditor's RemunerationFor, against, or abstainMajority of votes castBrokers have discretion to voteNo effect
​ ​​ ​​​​ ​​
Approve the Pentair plc Employee Stock Purchase and Bonus Plan, as amended and restatedFor, against, or abstainMajority of votes castNo broker discretion to voteNo effect
​ ​​ ​​​​ ​​
Authorize the Board of Directors to Allot New SharesFor, against, or abstainMajority of votes castBrokers have discretion to voteNo effect
​ ​​ ​​​​ ​​
Authorize the Board of Directors to Opt-Out of Statutory Preemption RightsFor, against, or abstain75% of votes castBrokers have discretion to voteNo effect
​ ​​ ​​​​ ​​
Authorize the Price Range at which Pentair Can Re-allot Treasury SharesFor, against, or abstain75% of votes castBrokers have discretion to voteNo effect
​ ​​ ​​​​ ​​


Who will count the votes?

RepresentativesA representative from The Carideo Group, Inc. will count the votes and serve as our InspectorsInspector of Election.

Who will pay for the cost of this proxy solicitation?

We will pay the costs of soliciting proxies sought by the Board. Proxies may be solicited on our behalf by our directors, officers or employees telephonically, electronically or by other means of communication.

We have engaged Morrow Sodali LLC to assist us in the solicitation of proxies at a cost to us of $10,000, plus out-of-pocket expenses. We have requested that banks, brokers and other custodians and nominees who hold ordinary shares on behalf of beneficial owners forward soliciting materials to those beneficial owners. Upon request, we will reimburse banks, brokers and other custodians and nominees for reasonable expenses incurred by them in forwarding these soliciting materials to beneficial owners of our ordinary shares.

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QUESTIONS AND ANSWERS ABOUT THE ANNUAL GENERAL MEETING AND VOTING

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Why did I receive a notice in the mail regarding the Internet availability of the proxy materials instead of a paper copy of the proxy materials?

As explained in more detail below, we are using the “notice"notice and access”access" system adopted by the SEC relating to the delivery of our proxy materials over the Internet. As a result, we mailed to manyour shareholders of our shareholdersrecord a notice about the Internet availability of the proxy materials instead of a paper copy of the proxy materials. Shareholders who received the notice will have the ability to access the proxy materials over the Internet and to request a paper copy of the proxy materials by mail, by e-mail or by telephone. Instructions on how to access the proxy materials over the Internet or to request a paper copy may be found on the notice. In addition, the notice contains instructions on how shareholders may request proxy materials in printed form by mail or electronically by e-mail on an ongoing basis. The Notice of Internet Availability of Proxy Materials also serves as a Notice of Meeting.

What are the “notice"notice and access”access" rules and how do they affect the delivery of the proxy materials?

The SEC’sSEC's notice and access rules allow us to deliver proxy materials to our shareholders by posting the materials on an Internet website, notifying

shareholders of the availability of the proxy materials on the Internet, and sending paper copies of proxy materials upon shareholder request. We believe that the notice and access rules allow us to use Internet technology that many shareholders prefer, continue to provide our shareholders with the information that they need, and, at the same time, ensure more prompt delivery of the proxy materials. The notice and access rules also lower our cost of printing and delivering the proxy materials and minimize the environmental impact of printing paper copies.

Why did I receive more than one Notice of Internet Availability of Proxy Materials or proxy card?

You may have received multiple Notices of Internet Availability of Proxy Materials or proxy cards if you hold your shares in different ways or accounts (for example, 401(k) accounts, joint tenancy, trusts, custodial accounts) or in multiple accounts. If you are the beneficial owner of shares held in “street"street name,”" you will receive your voting information from your bank, broker or other custodian or nominee, and you will vote as indicated in the materials you receive from your bank, broker or other custodian or nominee. You should vote your proxy for each separate account you have.

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SHAREHOLDER PROPOSALS AND NOMINATIONS FOR THE 2019

SHAREHOLDER PROPOSALS AND NOMINATIONS FOR THE 2022 ANNUAL GENERAL MEETING OF SHAREHOLDERS

Rule 14a-8 Proposals:

The deadline for submitting a shareholder proposal for inclusion in our proxy materials for our 20192022 Annual General Meeting pursuant to SEC Rule 14a-8 is November 23, 2018.19, 2021. Any such proposal must meet the requirements set forth in the rules and regulations of the SEC, including Rule 14a-8, for such proposals to be eligible for inclusion in our proxy statementProxy Statement and form of proxy for our 20192022 Annual General Meeting.

Nomination of Directors Pursuant to Proxy Access Provisions:

Eligible shareholders may under certain circumstances be able to nominate and include in our proxy materials a specified number of candidates for election as directors under the proxy access provisions of our Articles of Association. Among other requirements in our Articles of Association, to nominate a director under the proxy access provisions of our Articles of Association, a shareholder must give written notice to our Corporate Secretary that complies with our Articles of Association no earlier than 150 days and no later than 120 days prior to the first anniversary of the date our definitive proxy statementProxy Statement was released to shareholders in connection with the prior year’syear's Annual General Meeting. Accordingly, we must receive notice of a shareholder’sshareholder's nomination for the 20192022 Annual General Meeting pursuant to the proxy access provisions of our Articles of Association no earlier than October 24, 201820, 2021 and no later than November 23, 2018.19, 2021. If the notice is received outside of that time frame, then the notice will be considered untimely and we are not required to include the nominees in our proxy materials for the 20192022 Annual General Meeting.

Advance Notice Proposals and Director Nominations:

A shareholder who intends to present business, other than a shareholder proposal pursuant to Rule 14a-8, or to nominate a director, other than pursuant to the proxy access provisions of our Articles of Association, at the 20192022 Annual General Meeting must comply with the requirements set forth in ourArticlesour Articles of

Association. Among other requirements in our Articles of Association, to present business or nominate a director at an Annual General Meeting, a shareholder must give written notice that complies with the Articles of Association to our Corporate Secretary no earlier than 70 days and no later than 45 days prior to the first anniversary of the date our proxy statementProxy Statement was released to shareholders in connection with the prior year’syear's Annual General Meeting. Accordingly, we must receive notice of a shareholder’sshareholder's intent to present business, other than pursuant to SEC Rule 14a-8, or to nominate a director, other than pursuant to the proxy access provisions of our Articles of Association, no earlier than January 12, 20198, 2022 and no later than February 6, 2019.2, 2022. If the notice is received outside of that time frame, then the notice will be considered untimely and we are not required to present such proposal or nomination at the 20192022 Annual General Meeting. If the Board chooses to present a matter of business submitted under our Articles of Association at the 20192022 Annual General Meeting, then the persons named in the proxies solicited by the Board for the 20192022 Annual General Meeting may exercise discretionary voting power with respect to such proposal.

Send Notices to:

Shareholder proposals or nominations pursuant to any of the foregoing should be sent to us at our principal executive offices: Pentair plc, 43Regal House, 70 London Wall,Road, Twickenham, London, EC2M 5TF,TW1 3QS, United Kingdom, Attention: Corporate Secretary.

Access to our Articles of Association:

Our Articles of Association can be found on the website of the U.S. Securities and Exchange Commission by searching its EDGAR archives athttp:https://www.sec.gov/edgar/searchedgar/webusers.htm. Shareholders may also obtain a copy from us free of charge by submitting a written request to our principal executive offices at Pentair plc, 43Regal House, 70 London Wall,Road, Twickenham, London, EC2M 5TF,TW1 3QS, United Kingdom, Attention: Corporate Secretary.

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IRISH DISCLOSURE OF SHAREHOLDER INTERESTS

IRISH DISCLOSURE OF SHAREHOLDER INTERESTS

Under the Irish Companies Act 2014, our shareholders must notify us if, as a result of a transaction, the shareholder will become interested in 3% or more of our shares;shares, or if as a result of a transaction, a shareholder who was interested in more than 3% of our shares ceases to be so interested. Where a shareholder is interested in more than 3% of our shares, the shareholder must notify us of any alteration of his or her interest that brings his or her total holding through the nearest whole percentage number, whether an increase or a reduction. The relevant percentage figure is calculated by reference to the aggregate nominal value of the shares in which the shareholder is interested as a proportion of the entire nominal value of our issued share capital (or any such

class of share capital in issue), and disclosable interests in our shares include any interests in our shares of any kind whatsoever. Where the percentage level of the shareholder’sshareholder's interest does not amount to a whole percentage this figure may be rounded down to the next whole number. We must be notified within five business days

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IRISH DISCLOSURE OF SHAREHOLDER INTERESTS

of the transaction or alteration of the shareholder’sshareholder's interests that gave rise to the notification requirement. If a shareholder fails to comply with these notification requirements, the shareholder’sshareholder's rights in respect of any of our ordinary shares itholdsit holds will not be enforceable, either directly or indirectly. However, such person may apply to the court to have the rights attaching to such shares reinstated.

2017 ANNUAL REPORT ON FORM 10-K

2020 ANNUAL REPORT ON FORM 10-K

Any shareholder wishing to review, without charge, a copy of our 20172020 Annual Report on Form 10-K (without exhibits) filed with the SEC should write to us at our principal executive offices: 43offices at Pentair plc, Regal House, 70 London Wall,Road, Twickenham, London, EC2M 5TF, TW1 3QS,United Kingdom, Attention: Corporate Secretary.

REDUCE DUPLICATE MAILINGS

REDUCE DUPLICATE MAILINGS

To reduce duplicate mailings, we are now sending only one copy of our Notice of Internet Availability of Proxy Materials or Annual Report to Shareholders and Proxy Statement, as applicable, to multiple shareholders sharing an address unless we receive contrary instructions from one or more of the shareholders. Upon written or oral request, we will promptly deliver a separate copy of these documents to a shareholder at a shared address. If you wish to receive separate copies of these documents, please notify us by writing or calling Pentair plc, 43Regal House, 70 London Wall,Road, Twickenham, London, EC2M 5TF,TW1 3QS, United Kingdom,

Attention: Corporate Secretary, Telephone: 44-207-374-8925 or (800) 328-9626.+44-74-9421-6154.

If you are receiving duplicate mailings, you may authorize us to discontinue mailings of multiple Notices of Internet Availability of Proxy Materials or Annual Reports to Shareholders and Proxy Statements, as applicable. To discontinue duplicate mailings, notify us by writing or calling Pentair plc, 43Regal House, 70 London Wall,Road, Twickenham, London, EC2M 5TF,TW1 3QS, United Kingdom, Attention: Corporate Secretary, Telephone: 44-207-374-8925 or (800) 328-9626.+44-74-9421-6154

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APPENDIX A

APPENDIX A

RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES

RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES

PENTAIR PLC AND SUBSIDIARIES
RECONCILIATION OF THE GAAP YEARS ENDED DECEMBER 31, 2020, 2019, 2018, and 2017 2016, 2015 AND 2014 TO THE NON-GAAP EXCLUDING THE EFFECT OF 2020, 2019, 2018, and 2017 2016, 2015 AND 2014 ADJUSTMENTS (UNAUDITED)

In millions, except per-share data2017     2016     2015     2014
Net sales$4,936.5$4,890.0$4,616.4$4,666.8
Operating income680.8700.7616.1538.5
% of net sales13.8%14.3%13.3%11.5%
Adjustments:
Restructuring and other30.720.642.463.1
Separation costs53.1---
Pension and other post-retirement mark-to-market loss (gain)1.64.2(23.0)31.5
Intangible amortization97.796.468.160.6
Trade name and other impairment32.013.3--
Inventory step-up and customer backlog--35.7-
Deal related costs and expenses--14.3-
Redomicile related expenses---10.3
Equity income of unconsolidated subsidiaries1.34.31.51.2
Segment income897.2839.5755.1705.2
Return on sales18.2%17.2%16.4%15.1%
Net income from continuing operations—as reported480.0451.6397.1356.6
Loss on sale of businesses4.23.93.20.2
Loss on early extinguishment of debt101.4---
Amortization of bridge financing fees--10.7-
Adjustments to operating income215.1134.5137.5165.5
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
Adjustments0.920.580.660.64
Diluted earnings per ordinary share—as adjusted$3.53$3.05$2.83$2.48

In millions, except per-share data


​
2020
​
2019
​
2018
​
2017

Net sales

  $3,017.8  $2,957.2  $2,965.1  $2,845.7 
​ ​​​ ​​ ​ ​​ ​ ​​ ​​

Operating income

  461.4  432.5  436.7  378.3 
​​​ ​ ​​ ​ ​​ ​​​ ​ ​

% of net sales

  15.3% 14.6% 14.7% 13.3%
​ ​​ ​ ​​ ​​​ ​ ​​​ ​

Adjustments:

             
​ ​​ ​​​ ​ ​​​ ​​ ​ ​

Restructuring and other

  15.4  21.0  31.8  28.2 
​​​ ​ ​​​ ​​ ​ ​​ ​ ​

Intangible amortization

  28.4  31.7  34.9  36.4 
​ ​​ ​​​ ​ ​​​ ​​ ​ ​

Trade name and other impairment

  —  21.2  12.0  15.6 
​​​ ​ ​​​ ​​ ​ ​​ ​ ​

Inventory step-up

  —  2.2  —  — 
​ ​​ ​​​ ​ ​​​ ​​ ​ ​

Deal related costs and expenses

  0.6  4.2  2.0  — 
​​​ ​ ​​​ ​​ ​ ​​ ​ ​

Corporate allocations

  —  —  11.0  36.7 
​ ​​ ​​​ ​ ​​​ ​​ ​ ​

COVID-19 related costs and expenses

  10.4  —  —  — 
​​​ ​ ​​​ ​​ ​ ​​ ​ ​

Equity income of unconsolidated subsidiaries

  1.4  3.5  8.4  1.3 
​ ​​ ​​​ ​ ​​​ ​​ ​ ​

Segment income

  517.6  516.3  536.8  496.5 
​​​ ​ ​​​ ​​ ​ ​​ ​ ​

Return on sales

  17.2% 17.5% 18.1% 17.5%
​ ​​ ​​​ ​ ​​​ ​​ ​ ​

Net income from continuing operations — as reported

  357.1  361.7  321.7  114.1 
​ ​​ ​​​ ​ ​​​ ​​ ​ ​

Loss (gain) on sale of businesses

  0.1  (2.2) 7.3  4.2 
​​​ ​ ​​​ ​​ ​ ​​ ​ ​

Pension and other post-retirement mark-to-market loss (gain)

  6.7  (3.4) 3.6  8.5 
​ ​​ ​​​ ​ ​​​ ​​ ​ ​

Loss on early extinguishment of debt

  —  —  17.1  101.4 
​​​ ​ ​​​ ​​ ​ ​​ ​ ​

Interest expense adjustments

  —  —  8.4  41.7 
​ ​​ ​​​ ​ ​​​ ​​ ​ ​

Other income

  (2.2) —  —  — 
​ ​​ ​ ​​ ​​​ ​ ​​​ ​

Adjustments to operating income

  54.8  80.3  91.7  116.9 
​ ​​ ​​​ ​ ​​​ ​​ ​ ​

Income tax adjustments

  2.7  (31.4) (33.4) (30.5)
​ ​​ ​ ​​ ​​​ ​ ​​​ ​

Net income from continuing operations — as adjusted

  $419.2  $405.0  $416.4  $356.3 
​​​ ​ ​​ ​ ​​ ​​​ ​ ​

Continuing earnings per ordinary share — diluted

             
​ ​​ ​ ​​ ​​​ ​ ​​​ ​

Diluted earnings per ordinary share — as reported

  $2.13  $2.12  $1.81  $0.62 
​ ​​ ​​​ ​ ​​​ ​​ ​ ​

Adjustments

  0.37  0.26  0.54  1.32 
​ ​​ ​ ​​ ​​​ ​ ​​​ ​

Diluted earnings per ordinary share — as adjusted

  $2.50  $2.38  $2.35  $1.94 
​ ​​ ​​​ ​ ​​​ ​​ ​ ​

PENTAIR PLC AND SUBSIDIARIES
FREE CASH FLOW FOR YEARS ENDED DECEMBER 31, 2020, 2019, 2018 and 2017

In millions


​
2020
​
2019
​
2018
​
2017

Net cash provided by operating activities of continuing operations

  $574.2  $345.2  $458.1  $278.6 
​ ​​ ​ ​​ ​​​ ​ ​​​ ​

Capital expenditures

  (62.2) (58.5) (48.2) (39.1)
​ ​​ ​​​ ​ ​​​ ​​ ​ ​

Proceeds from sale of property and equipment

  0.1  0.6  0.2  3.7 
​​​ ​ ​​​ ​​ ​ ​​ ​ ​

Free cash flow from continuing operations

  $512.1  $287.3  $410.1  $243.2 
​ ​​ ​​​ ​ ​​​ ​​ ​ ​
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APPENDIX B

PENTAIR PLC

EMPLOYEE STOCK PURCHASE AND BONUS PLAN

Amended and Restated Effective as of January 1, 2021


SECTION 1
HISTORY AND BACKGROUND

                In connection with the merger of Pentair, Inc. with and into a wholly-owned subsidiary of Tyco Flow Control International Ltd. (to be renamed Pentair Ltd., and referred to herein as the "Company"), which occurred on September 28, 2012 (the "Merger"), the Company adopted this Employee Stock Purchase and Bonus Plan (the "Plan"), effective September 28, 2012, to provide to employees of the Company and its designated divisions and subsidiaries the opportunity to purchase shares of the Company's common stock after the Merger. The Plan is also considered a successor plan to the following pre-Merger plans: the Pentair, Inc. Employee Stock Purchase and Bonus Plan (effective March 1, 1977).

                The Plan was amended and restated effective May 1, 2013, to reflect certain administrative changes made to the operation of the Plan.

                The Plan was further amended and restated effective as of the consummation of the merger of Pentair Ltd. with and into Pentair plc to reflect the assumption of this Plan by Pentair plc and the applicability of the Plan to ordinary shares of Pentair plc, rather than common shares of Pentair Ltd., following such merger.

                The Plan was further amended and restated effective as of November 17, 2017 2016, 2015 AND 2014to reflect certain administrative changes made to the Plan.

                The Plan was further amended and restated effective as of January 1, 2019 to suspend the International Stock Purchase and Bonus Plan (which was previously attached to the Plan as Appendix A) and to make certain other administrative changes.

                The Plan is now amended and restated effective January 1, 2021 to modify the time period for which the contribution limits under the Plan apply and, subject to the approval of the Plan by the Pentair plc shareholders at the 2021 Annual General Meeting of Shareholders, to extend the term of the Plan until the 10th anniversary of such approval.

In millions2017     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 equipment7.924.74.61.9
Free cash flow from continuing operations$611.0$609.3$511.0$594.0

78     2018                The following sections of the Plan shall apply to the U.S. and Canadian employees of the Company and its participating divisions and subsidiaries.


SECTION 2
DEFINITIONS

                Unless the context clearly requires otherwise, when capitalized the terms listed below shall have the following meanings when used in this Section or other parts of the Plan.

                (1)   "Account" is an account established with the Plan Agent and into which Stock purchased with accumulated Participant contributions, employer matching contributions made on behalf of a Participant, and cash dividends paid with respect to such Stock (as applicable), are held on behalf of each Participant under the Plan. A Participant's rights with respect to his or her Account shall be subject to the terms and conditions established by the Plan Agent from time to time.

                (2)   "Affiliated Company" is (a) any corporation or business located in and organized under the laws of one of the United States which is a member of a controlled group of corporations or businesses (within the meaning of Code section 414(b) or (c)) that includes the Company, but only during the periods such affiliation exists, or (b) any other entity in which the Company may have a significant ownership interest, and which the Plan Administrator determines shall be an Affiliated Company for purposes of the Plan.

                (3)   "Code" is the Internal Revenue Code of 1986, as amended.

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                (4)   "Company" is Pentair plc, an Irish company.

                (5)   "Compensation" is a Participant's base wages or salary (i.e., exclusive of overtime or bonus payments) or the equivalent thereof, including, by way of example, vacation, jury duty or shift differential pay, paid to or on behalf of a Participant for services rendered to the Company or a Participating Employer.

                (6)   "Eligible Employee" is an Employee, except those Employees:

                        (i)    who are included in a unit of Employees covered by a collective bargaining agreement between Employee representatives and a Participating Employer, unless and to the extent such agreement provides that such Employees shall be covered by the Plan, or the Participating Employer and the Plan Administrator have otherwise agreed to extend coverage under the Plan to such Employees;

                        (ii)    who, as determined by the Plan Administrator in its sole discretion, are not regular or permanent full- or part-time Employees, including, without limitation interns or other temporary Employees;

                        (iii)   whose Employer is not a Participating Employer; or

                        (iv)  who are not treated as Employees by the Company or a Participating Employer for purposes of the Plan even though they may be so treated or considered under applicable law, including Code section 414(n), the Federal Insurance Contribution Act or the Fair Labor Standards Act (e.g., individuals treated as employees of a third party or as self-employed).

                (7)   "Employee" is an individual who is an employee of the Company or an Affiliated Company.

                (8)   "Participant" is an Eligible Employee who has met the age requirement for Plan participation and properly completed and submitted the authorization form necessary for participation.

                (9)   "Participating Employer" is an Affiliated Company that is making, or has agreed to make, contributions under the Plan with respect to some or all of its Eligible Employees, but only during the period such agreement to contribute remains in effect. The Company must approve each Participating Employer, except that any entity that is considered a Participating Employer under the Plan immediately prior to the Restatement Effective Date automatically shall be considered a Participating Employer hereunder on the Restatement Effective Date without further action by the Company or such employer.

                (10) "Plan" is the Pentair plc Employee Stock Purchase and Bonus Plan as described in this plan document and as it may be amended from time to time.

                (11) "Plan Administrator" is the Company, and may include an employee or committee of employees of the Company or any subsidiary thereof that has been appointed by the Company to serve as the plan administrator of the Plan.

                (12) "Plan Agent" is the financial services firm or other entity duly appointed by the Plan Administrator to (i) receive funds contributed by Participants and Participating Employers, (ii) purchase shares of Stock with funds contributed by Participants and Participating Employers, and (iii) maintain Participant Accounts.

                (13) "Prospectus" is the prospectus, as in effect from time to time, which describes the Plan and which is delivered to eligible Participants with respect to the purchase of Stock under the Plan.

                (14) "Restatement Effective Date" is November 17, 2017, the date this amended and restated Plan became effective.

                (15) "Stock" is the ordinary shares of Pentair plc, nominal value $0.01 per share.


SECTION 3
ELIGIBILITY

                All Eligible Employees of a Participating Employer may elect to participate in the Plan after the Restatement Effective Date upon the attainment of age eighteen (18). Notwithstanding the foregoing, all

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APPENDIX B

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Participants in the Plan as of the date immediately preceding the Restatement Effective Date automatically shall be considered Participants hereunder on the Restatement Effective Date.


SECTION 4
PARTICIPATION

                4.1    General.    Plan participation is voluntary and Eligible Employees do not automatically become Participants upon meeting the Plan's eligibility requirements, except as set forth in Section 3.1. An Eligible Employee, who has met the Plan's eligibility requirements as described in Section 3, may commence Plan participation after the Restatement Effective Date by delivering an authorization for deductions from such individual's Compensation, in accordance with procedures established by the Plan Administrator. Notwithstanding the foregoing, the deduction authorization in effect for each Participant in the Plan as of the Restatement Effective Date automatically shall be given effect hereunder on and after the Restatement Effective Date.

                4.2    Withdrawal from Participation.    A Participant may elect to cease participation under the Plan at any time, even though he or she remains an Eligible Employee of the Company or a Participating Employer, by giving written notice of withdrawal in accordance with procedures established by the Plan Administrator. Such an individual may elect to resume participation in the Plan at any time in accordance with procedures established by Plan Administrator, provided he or she is an Eligible Employee at the time participation resumes.


SECTION 5
CONTRIBUTIONS

                5.1    Participant Contributions.    A Participant may authorize his or her employer to make a deduction from each paycheck for purposes of purchasing Stock as a percentage of Compensation, in accordance with Section 4.1. The minimum deduction allowed is 0.01% of Compensation per month; the maximum deduction allowed is 15% of such Participant's Compensation (up to a maximum payroll deduction per consecutive 12 month period of US$9,000 for Participants that are employed in the United States and CA$11,000 for Participants that are employed in Canada, which may be implemented on an annual, per month or per payroll period basis as determined by the Company). A Participant may change the amount of his or her payroll deduction at any time in accordance with procedures established by the Plan Administrator, and such change shall be effective as soon as practicable thereafter. Until such contributions are transferred to the Plan Agent for purposes of purchasing Stock under the Plan at the time or times determined by the Plan Administrator and in accordance with Section 6, the amounts so collected may be commingled with the general assets of the Company and used for general purposes and no interest shall be paid in connection with such amounts.

                5.2    Employer Bonus Contribution.    At the time or times determined by the Plan Administrator, the Company and Participating Employers shall pay to the Plan Agent on behalf of each Participant employed by such employer an amount equal to twenty-five percent (25%) of the contributions made by such Participant through payroll deductions from Compensation.

                5.3    Dividends.    Cash dividends paid on Stock held in a Participant's Account shall, as elected by the Participant in accordance with procedures established by the Plan Administrator, be used by the Plan Agent to purchase additional shares of Stock on behalf of such Participant or paid directly to the Participant in cash.


SECTION 6
PURCHASE OF STOCK

                6.1    Participant Accounts.    The Plan Agent shall establish for each Participant an Account to hold the Stock purchased on behalf of such Participant. All Stock and other amounts allocated to such Account shall at all times be fully vested and nonforfeitable.

                6.2    Purchasing Stock.    The Plan Agent shall use all Participant and employer contributions, and including cash dividends (if so elected in accordance with Section 5.3), to purchase Stock on the open market. The Plan Agent shall make all such purchases on a single business day or over a number of business days in the month, as agreed to by the Plan Agent and the Plan Administrator. The Stock so purchased shall be allocated to the Participant's Account on behalf of whom purchases were made based on (i) the actual purchase price for such

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APPENDIX B

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Stock, in such case where the Plan Agent makes a single purchase of Stock under the Plan in one day or (ii) an average purchase price, as determined by the Plan Administrator and the Plan Agent, in the case where multiple purchases are made on one or more than one day. No interest shall be paid on cash amounts (if any) held by the Plan Agent regardless of whether such cash is being held in anticipation of the date on which Stock purchases shall be made or held pending a refund to a terminating Participant.


SECTION 7
ENDING PARTICIPATION

                7.1    General.    A Participant may elect to discontinue Plan participation even though he or she remains an Eligible Employee of the Company or a Participating Employer. In addition, a Participant may cease Plan participation by reason of becoming an Employee of an Affiliated Company that is not a Participating Employer, by joining a group of Employees who are not Eligible Employees, or by qualifying for benefits under a long-term disability plan maintained by the Company or a Participating Employer. At such time as a Participant shall cease employment with the Company and all Affiliated Companies, Plan participation shall cease. In accordance with procedures established by the Plan Administrator, any contributions made by a Participant prior to discontinuing participation in the Plan shall be used to purchase Stock in accordance with Section 6 hereunder.

                7.2    Discontinuing Participation.    An individual may, in accordance with procedures established by the Plan Administrator, elect to cease making contributions under the Plan, even though he or she remains an Eligible Employee of the Company or a Participating Employer. In addition, a Participant who ceases earning Compensation (as determined by the Plan Administrator), for example, a Participant who commences an unpaid leave of absence or other type of leave under which he or she no longer earns compensation that has been determined by the Plan Administrator to be Compensation for purposes under the Plan, shall automatically cease making contributions under the Plan.

                7.3    Ceasing to be an Eligible Employee.    Participants who cease to be Eligible Employees but remain Employees of the Company or an Affiliated Company shall automatically cease making contributions under the Plan effective as soon as administratively feasible.


SECTION 8
DISPOSITION OF ACCOUNTS

                The Participant shall be eligible to receive a distribution of his or her Account in accordance with procedures established by the Plan Agent.


SECTION 9
ADMINISTRATION

                9.1    Term of Plan.    Subject to the approval of the Plan by the shareholders of the Company at the 2021 Annual General Meeting of Shareholders of the Company, this Plan shall terminate on the tenth (10th) anniversary of the date of such meeting, unless the Plan is earlier terminated as provided in Section 10.6.

                9.2    Prospectus.    Upon completing the eligibility requirements described in Section 3, an Eligible Employee shall receive from the Plan Administrator or its delegate a copy of the Prospectus, which describes the Plan.

                9.3    Reporting.    The Plan Agent shall provide to each Participant quarterly, or at such other intervals as may be necessary or appropriate, the following information:

                        (a)   the total amount contributed to each Participant's Account for such quarter, whether by payroll deduction, or the Participant's employer;

                        (b)   the number of shares of Stock purchased on behalf of the Participant with all of such contributions; and

                        (c)   the total number of shares of Stock then allocated to the Participant's Account.

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B-4     2021 Proxy Statement

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APPENDIX B

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                9.4    Voting of Stock in Accounts.    Participants will not have any voting, dividend or other rights of a shareholder with respect to shares of Stock subject to this Plan until such shares have been delivered to the Participant's Account. Once the Stock is delivered to the Participant's Account, he or she will be entitled to all notices and correspondence provided to any shareholder of record who is not a Participant, including proxy statements. The Plan Agent shall be responsible for soliciting and receiving proxy instructions from each Participant and shall vote the Stock allocated to each Participant's Account in accordance with the instructions, if any, provided by such Participant.

                9.5    Fees and Commissions.    Unless otherwise determined by the Plan Administrator, the Company shall pay commissions, service charges or other costs incurred with respect to the purchase of Stock for purposes of the Plan. Unless otherwise determined by the Plan Administrator, when any such Stock in an Account is sold or the Participant ceases to be an Employee of the Company or an Affiliate Company, the Participant is responsible for payment of any commissions, service charges or other costs incurred on account of such sale or ongoing administration of his or her Account.


SECTION 10
MISCELLANEOUS

                10.1    Voluntary Participation.    Participation in the Plan is entirely voluntary, and by maintaining the Plan the Company is not making a recommendation as to whether any Eligible Employee should invest in Stock. Investment in any stock involves risk, and each Eligible Employee must decide whether to accept the risk of investing in Stock.

                10.2    Employee Rights.    The right of the Company or an Affiliated Company to discipline or discharge Employees, or to exercise rights related to the tenure of any individual's employment, shall not be affected in any manner by reason of the existence of the Plan or any action taken pursuant to the Plan.

                10.3    Construction.    The Plan Administrator shall have full power and authority to interpret and construe the Plan, to adopt rules and regulations not inconsistent with the Plan for purposes of administering the Plan with respect to matters not specifically covered in the Plan document and to amend and revoke any rules and regulations so adopted. Except as otherwise provided in the Plan, any interpretation of the Plan and any decision on any matter within the discretion of the Plan Administrator which is made in good faith by the Plan Administrator shall be final and binding.

                10.4    Interpretation.    Section and subsection headings are for convenience of reference and not part of this Plan, and shall not influence its interpretation. Wherever any words are used in the Plan in the singular, masculine, feminine or neuter form, they shall be construed as though they were also used in the plural, feminine, masculine or non-neuter form, respectively, in all cases where such interpretation is reasonable.

                10.5    Plan Amendment.    The Company may, by written resolution of its Board of Directors or through action of the Compensation Committee of such Board (or their delegate), at any time and from time to time, amend the Plan in whole or in part.

                10.6    Plan Termination.    The Company may, by written resolution of its Board of Directors or through action of the Compensation Committee of such Board, terminate the Plan at any time. In the event the Plan terminates, the Participant's Account shall be handled in the same manner as if the Participant had terminated employment with the Company and all Affiliated Companies.

                10.7    Choice of Law.    To the extent not preempted by applicable federal law, the construction and interpretation of the Plan shall be made in accordance with the laws of the State of Minnesota, but without regard to any choice or conflict of laws provisions thereof.

                10.8    Acceptance of Terms.    By electing to participate in the Plan, each Participant shall be deemed to have accepted all of the provisions of the Plan, and the terms and conditions set forth by the Plan Agent, and to have agreed to be fully bound thereby.

                10.9    Computational Errors.    In the event mathematical, accounting, or similar errors are made in maintaining Participant Accounts, the Plan Administrator or the Plan Agent, as the case may be, may make such equitable adjustments as it deems appropriate to correct such errors.

                10.10    Communications.    The Company, a Participating Employer or the Plan Agent may, unless otherwise prescribed by any applicable state or federal law or regulation, provide the Prospectus and any notices, forms or reports by using either paper or electronic means.

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Pentair plc     B-5

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APPENDIX B

The undersigned, by authority of the Board of Directors of Pentair plc, does hereby execute the foregoing document for and on behalf of Pentair plc effective as of January 1, 2021.

WIN RIGHT VALUES


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

  PENTAIR PLC



By
 


ACCOUNTABILITY FOR/s/ KARLA ROBERTSON
PERFORMANCE

We commit to high standards of

Karla Robertson
performance and demonstrate personalExecutive Vice President,
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 circumstancesGeneral Counsel, Secretary and
applying new ideas

ABSOLUTE
INTEGRITYChief Social Responsibility Officer

We are committed to honest and ethical
business practices in our dealings with
customers, business partners, investors,
communities, and each other


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B-6     2021 Proxy Statement

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GRAPHIC

GRAPHIC


PENTAIR PLC
C/O BROADRIDGE
51 MERCEDES WAY
EDGEWOOD, NY 11717

VOTE BY INTERNET -www.proxyvote.com
Use the Internet to transmit your voting instructions and for electronic delivery of information up until 3:00 a.m.information. Vote by 11:59 p.m. Eastern Daylight Time on May 6, 2018.2, 2021. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.

VOTE BY PHONE - 1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions up until 3:00 a.m.instructions. Vote by 11:59 p.m. Eastern Daylight Time on May 6, 2018.2, 2021. Have your proxy card in hand when you call and then follow the instructions.
VOTE BY MAIL
 PENTAIR PLC C/O BROADRIDGE 51 MERCEDES WAY EDGEWOOD, NY 11717 Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717 (which Broadridge will arrange to forward to Pentair plc's registered address). In order to assure that your proxy card is tabulated in time to be voted at the Annual General Meeting, you must return your proxy card at the above address by 3:00 a.m.11:59 p.m. Eastern Daylight Time on May 6, 2018.
2, 2021. All instruments of proxy and proxy cards should be received by 3:00 a.m.11:59 p.m. Eastern Daylight Time on May 2, 2021. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: D36017-P52346 KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. PENTAIR PLC The Board of Directors recommends you vote FOR the following director nominees: For Against Abstain 1. To re-elect director nominees: ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! 1a. Mona Abutaleb Stephenson The Board of Directors recommends you vote FOR proposals 2, 3, 4, 5, 6 2018.




TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
E36005-P01098-Z71634KEEP THIS PORTION FOR YOUR RECORDS
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
PENTAIR PLC
The Board of Directors recommends you vote FOR the following director nominees:
1.If the Separation (as defined in the proxy statement) has occurred:
ForAgainstAbstain
1a.Glynis A. Bryan☐☐☐
1b.Jacques Esculier☐☐☐
1c.T. Michael Glenn☐☐☐
1d.Theodore L. Harris☐☐☐
1e.David A. Jones☐☐☐
1f.Matthew H. Peltz☐☐☐
1g.Michael T. Speetzen☐☐☐
1h.John L. Stauch☐☐☐
1i.Billie Ida Williamson☐☐☐
2.If the Separation (as defined in the proxy statement) has not occurred:
2a.Glynis A. Bryan☐☐☐
2b.Jerry W. Burris☐☐☐
2c.Jacques Esculier☐☐☐
2d.Edward P. Garden☐☐☐
2e.T. Michael Glenn☐☐☐
ForAgainstAbstain
2f.David H. Y. Ho☐☐☐
2g.Randall J. Hogan☐☐☐
2h.David A. Jones☐☐☐
2i.Ronald L Merriman☐☐☐
2j.William T. Monahan☐☐☐
2k.Billie Ida Williamson☐☐☐
The Board of Directors recommends you vote FOR proposals 3, 4, 5 and 6.
3.To approve, by non-binding advisory vote, the compensation of the named executive officers.☐☐☐
4.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.☐☐☐
5.To authorize the price range at which Pentair plc can re-allot shares it holds as treasury shares under Irish law. (Special Resolution)☐☐☐
6.To approve the reduction of the minimum number of directors from nine to seven and the maximum number of directors from twelve to eleven.☐☐☐
7.To consider and act on such other business as may properly come before the Annual General Meeting or any adjournment.☐☐☐
Any shareholder entitled to attend and vote at the Annual General Meeting of Shareholders may appoint one or more proxies, who need not be a shareholder(s) of the Company. A proxy is required to vote in accordance with any instructions given to him or her. Completion of a form of proxy will not preclude a member from attending and voting at the meeting in person.

and 7. 1b. Glynis A. Bryan For Against Abstain 2. To approve, by nonbinding, advisory vote, the compensation of the named executive officers. To ratify, by nonbinding, advisory vote, the appointment of Deloitte & Touche LLP as the independent auditor of Pentair plc and to authorize, by binding vote, the Audit and Finance Committee of the Board of Directors to set the auditor’s remuneration. ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! 1c. T. Michael Glenn 3. 1d. Theodore L. Harris 1e. Gregory E. Knight 4. To approve the Pentair plc Employee Stock Purchase and Bonus Plan, as amended and restated. 1f. David A. Jones 5. To authorize the Board of Directors to allot new shares under Irish law. 6. To authorize the Board of Directors to opt-out of statutory preemption rights under Irish law (Special Resolution). 1g. Michael T. Speetzen 1h. John L. Stauch 7. To authorize the price range at which Pentair plc can re-allot shares it holds as treasury shares under Irish law (Special Resolution). 1i. Billie I. Williamson To consider and act on such other business as may properly come before the Annual General Meeting or any adjournment. Any shareholder entitled to attend and vote at the Annual General Meeting of Shareholders may appoint one or more proxies, who need not be a shareholder(s) of the Company. A proxy is required to vote in accordance with any instructions given to him or her. Completion of a form of proxy will not preclude a member from attending and voting at the meeting in person. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. Ifsign.If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date

Signature [PLEASE SIGN WITHIN BOX]         DateSignature (Joint Owners)Date

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Important Notice Regarding the Availability of Proxy Materials for the
Annual General Meeting to be held on May 8, 2018:
4, 2021: The Annual Report, Notice of Annual General Meeting, Proxy
Statement, and
Irish Financial Statements and Related Reports are available at
www.proxyvote.com.










E36006-P01098-Z71634

www.proxyvote.com. D36018-P52346 PENTAIR PLC
Annual General Meeting of Shareholders
May 8, 20184, 2021 8:00 a.m. LocalCentral Time

This proxy is solicited by the Board of Directors.

The signatory, revoking any proxy heretofore given in connection with the Meeting (as defined below), hereby appoints David A. Jones, John L. Stauch, Mark C. BorinRobert P. Fishman, and Karla C. Robertson, or any of them (the “Proxies””Proxies”), as proxies, each with the power to appoint his or her substitute, and hereby authorizes them to attend, speak and to vote at the Meeting, as designated on the reverse side of this card, all ordinary shares of Pentair plc that the signatory is entitled to vote at the Annual General Meeting of Shareholders to be held at 8:00 AM, local time,a.m., Central Time, on May 8, 2018,4, 2021, at Claridge's, Brook Street, Mayfair, London, United Kingdom, W1K 4HR,Pentair, 5500 Wayzata Blvd., Suite 900, Golden Valley, Minnesota 55416 USA and any adjournment or postponement thereof (the “Meeting”).

If you wish to appoint as proxy any other person or persons, please contact the Corporate Secretary.

If the signatory is a participant in the Pentair, Inc. Retirement Savings and Stock Incentive Plan, (“the Pentair, ESOP”Inc. Non-Qualified Deferred Compensation Plan, the nVent Management Company Retirement Savings and Investment Plan, and/or the nVent Management Company Non-Qualified Deferred Compensation Plan (the "Retirement Plans"), the signatory hereby directs Fidelity Management Trust Company as Pentair ESOP Trustee of the Retirement Plans, to vote at the Meeting, as designated on the reverse side of this card, all of the ordinary shares of Pentair plc allocated to the signatory’ssignatory's account in the Pentair ESOPRetirement Plans as of March 5, 2018.

2021. If the signatory is a participant in the Pentair plc Employee Stock Purchase and Bonus Plan or the Pentair plc International Stock Purchase and Bonus Plan (the “Purchase Plans””Purchase Plan”), the signatory, revoking any proxy heretofore given in connection with the Meeting, hereby appoints the Proxies, or any of them, as proxies, each with the power to appoint his or her substitute, and hereby authorizes the Proxies to attend and to vote at the Meeting, as designated on the reverse side of this card, all of the ordinary shares of Pentair plc allocated to the signatory’s account in the Purchase PlansPlan as of March 5, 2018.

2021. In the event of other agenda items or proposals during the Meeting on which voting is permissible under Irish law, you instruct the Proxies, in the absence of other specific instructions, to vote the shares in accordance with the Board of Directors’ recommendations.

This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors' recommendations.

recommendations; provided, however, if no such direction is made regarding shares held in the Retirement Plans, this proxy will not be voted with respect to such shares. Continued and to be signed on reverse side.