PENTAIR (PNR)
Sector: Industrials
2026 Annual Meeting Analysis
PENTAIR · Meeting: May 5, 2026
Directors FOR
9
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Re-Elect Director Nominees
Director since 2019, no overboarding concerns (one outside public board), 100% meeting attendance, and Pentair's 3-year total return of +66.6% outperforms the peer group median of +30.7% by +35.9 percentage points, well below the 65-point threshold needed to trigger a against vote.
Director since 2021, no overboarding concerns, 100% meeting attendance, and strong relative stock performance versus peers clears all policy thresholds.
Director since 2023 (within 24 months of the 3-year TSR measurement window), retired CFO of a major global manufacturer providing clear financial expertise, and the new-director exemption applies given her short tenure.
Director since 2007, no overboarding concerns (Lumen Technologies seat ending March 2026 per proxy), 100% meeting attendance, and Pentair's strong positive 3-year TSR outperforms the peer group by +35.9 percentage points, far short of the 65-point trigger threshold.
Harris is a sitting CEO at Balchem Corporation and serves on that company's board plus Pentair's board — exactly two public company seats, which meets the policy limit for sitting CEOs; 100% meeting attendance and no TSR trigger applies.
Director since 2021, one outside public board seat (Fortis Inc.), 100% meeting attendance, and Pentair's peer-relative TSR performance is well within policy thresholds.
Speetzen is a sitting CEO at Polaris Inc. and holds two total public company board seats (Polaris and Pentair), which is exactly at the policy limit; 100% meeting attendance and no TSR concern given Pentair's strong outperformance versus peers.
CEO and executive director since 2018; Pentair's 3-year TSR of +66.6% exceeds the peer group median of +30.7% by +35.9 percentage points, well below the 65-point underperformance trigger, so no TSR-based against vote applies; he holds one outside board seat (Deluxe Corporation), within policy limits.
Director since 2014, holds two outside public board seats (Cricut and Cushman & Wakefield) plus Pentair for three total — within the four-board policy limit; certified public accountant with 32 years of audit experience providing strong financial expertise; 100% meeting attendance.
All nine director nominees receive a FOR vote. Pentair's 3-year total shareholder return of +66.6% outperforms the disclosed compensation peer group median of +30.7% by +35.9 percentage points, which is well below the 65-point underperformance threshold required to trigger an against vote for any director. No overboarding violations, no attendance issues, and no independence concerns were identified across the slate.
Say on Pay
✓ FORCEO
John L. Stauch
Total Comp
$11,374,255
Prior Support
83.6%%
The CEO's total reported compensation of approximately $11.4 million is within a reasonable range for the leader of a $14 billion industrial company, and the prior year say-on-pay vote came in at 83.6%, well above the 70% threshold that would require a response. The pay mix is strongly performance-oriented: 88% of the CEO's target pay is variable, with 75% of long-term equity delivered as performance stock awards tied to adjusted earnings per share and return on invested capital over a three-year period — well above the policy's 50-60% minimum for performance-based pay. Pentair's 3-year total shareholder return of +66.6% outperforms the peer group median of +30.7% by approximately 36 percentage points, confirming that above-benchmark incentive pay is supported by genuine shareholder value creation; the company also has a meaningful expanded clawback policy covering both time-vesting and performance-vesting awards.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
N/A
Audit Fees
$6,630,000
Non-Audit Fees
$1,449,000
Non-audit fees (tax compliance, tax consulting, audit-related services, and other fees totaling approximately $1.449 million) represent about 21.9% of audit fees of $6.630 million, well below the 50% threshold that would raise independence concerns. Deloitte is a Big 4 firm appropriate for a $14 billion S&P 500 company. Auditor tenure is not disclosed in the proxy, so the tenure trigger cannot be applied and the policy directs a FOR vote in that circumstance.
Overall Assessment
The 2026 Pentair annual meeting ballot is clean across all standard proposals: the director slate earns unanimous FOR votes driven by strong peer-relative stock performance (+35.9 percentage points above the peer group median over three years), no overboarding, and perfect attendance; the say-on-pay program is well-structured with 88% of CEO pay at risk, strong pay-for-performance alignment, and an 83.6% prior-year approval rate. The auditor ratification is straightforward with non-audit fees at only 22% of audit fees, and the three Irish-law corporate housekeeping proposals are routine annual authorizations with no policy concerns.
Compensation Peer Group
23 companies disclosed in 2026 proxy filing