Sector: Industrials
PENTAIR · Meeting: May 5, 2026
Directors FOR
9
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
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.
CEO
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
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.
Meeting held May 5, 2026
Director Elections
| Nominee | % FOR | Votes For | Withheld / Against | Result |
|---|---|---|---|---|
| Melissa Barra | 99.9% | 139.4M | 156,369 | ✓ Elected |
| Gregory E. Knight | 99.8% | 139.3M | 261,063 | ✓ Elected |
| Tracey C. Doi | 99.8% | 139.3M | 267,566 | ✓ Elected |
| John L. Stauch | 98.8% | 137.8M | 1.7M | ✓ Elected |
| Mona Abutaleb Stephenson | 97.4% | 135.9M | 3.6M | ✓ Elected |
| Theodore L. Harris | 96.5% | 134.6M | 4.9M | ✓ Elected |
| Michael T. Speetzen | 96.2% | 134.2M | 5.3M | ✓ Elected |
| T. Michael Glenn | 93.3% | 130.1M | 9.4M | ✓ Elected |
| Billie I. Williamson | 91.4% | 127.5M | 12.0M | ✓ Elected |
Broker non-votes: 7.8M
Say on Pay
For 133.1M · Against 5.7M · Abstain 856,725
Auditor Ratification
For 127.1M · Against 20.2M · Abstain 93,207
Other Proposals
Proposal 4
Authorize the Board of Directors to Allot New Shares Under Irish Law
Proposal 5
Authorize the Board of Directors to Opt-Out of Statutory Preemption Rights Under Irish Law
Proposal 6
Authorize the Price Range at Which the Company Can Re-Allot Shares It Holds as Treasury Shares Under Irish Law
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.
23 companies disclosed in 2026 proxy filing
