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, attended 100% of meetings, not overboarded, and Pentair's 3-year return of +72% far exceeds the threshold needed to trigger a TSR-based vote against any director (the gap versus the XLI benchmark is only +1.2pp, well below the 65pp trigger for strong positive TSR).
Director since 2021, attended 100% of meetings, not overboarded, and no TSR underperformance trigger fires given Pentair's strong 3-year return.
Director since 2023 (less than 24 months at the time of most of the measurement period), attended 100% of meetings, holds one other public board seat, and is exempt from the TSR trigger as a newer director; also brings clear financial expertise as a former CFO.
Director since 2007, attended 100% of meetings, holds one other public board seat (Lumen, expiring March 2026), and no TSR underperformance trigger applies given Pentair's strong positive 3-year return with only a +1.2pp gap versus the XLI benchmark.
Director since 2018, attended 100% of meetings, serves as CEO of Balchem (one outside public board seat — within policy limits for a sitting CEO), and no TSR underperformance trigger fires.
Director since 2021, attended 100% of meetings, holds one other public board seat (Fortis Inc.), and no TSR underperformance trigger applies.
Director since 2018, attended 100% of meetings, serves as CEO of Polaris with one outside public board seat — within policy limits for a sitting CEO — and no TSR underperformance trigger fires.
CEO-director since 2018, attended 100% of meetings, holds one outside public board seat (Deluxe Corporation) which is within the policy limit of two for a sitting CEO, and no TSR underperformance trigger applies given Pentair's strong 3-year return.
Director since 2014, attended 100% of meetings, holds two other public board seats (Cricut and Cushman & Wakefield) which is within the four-board limit for non-executive directors, and no TSR underperformance trigger fires.
All nine director nominees pass policy screens: Pentair's 3-year total shareholder return of +72% versus the XLI benchmark at +70.8% produces a gap of only +1.2pp — far below the 65pp threshold required to trigger a vote against directors when absolute TSR is strongly positive. No director is overboarded, all attended 100% of meetings in 2025, independence designations are consistent with disclosed relationships, and the board now discloses a skills matrix in response to shareholder feedback. All nine nominees receive a FOR vote.
Say on Pay
✓ FORCEO
John L. Stauch
Total Comp
$11,374,255
Prior Support
83.6%%
CEO total pay of approximately $11.4 million is reasonable for a $14 billion industrial company, and the pay mix is strongly performance-oriented — 88% of the CEO's total compensation is variable or at-risk, well above the 50-60% policy minimum, with 75% of long-term awards in performance stock (tied to 3-year adjusted EPS and return on invested capital targets) and 25% in stock options that only pay out if the share price rises. The prior say-on-pay vote was 83.6% in favor (well above the 70% concern threshold), the company has a meaningful clawback policy that was expanded in 2026 to cover time-vesting awards in response to shareholder feedback, and Pentair's 3-year total shareholder return of +72% is broadly in line with the XLI benchmark (+70.8%), indicating incentive pay is aligned with shareholder experience. Annual incentive payouts of approximately 110-134% of target reflect genuine above-target financial results including record adjusted operating income, adjusted earnings per share, and free cash flow.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
N/A
Audit Fees
$6,630,000
Non-Audit Fees
$1,449,000
Non-audit fees (audit-related fees of $415,000 plus total tax fees of $1,034,000 equals $1,449,000) represent approximately 21.9% of audit fees of $6,630,000, well below the 50% threshold that would raise independence concerns. Auditor tenure is not disclosed in the proxy, so no tenure trigger can fire under policy — the absence of tenure disclosure is noted as a minor negative factor but does not change the vote. No material financial restatements were identified, and Deloitte is a Big 4 firm appropriate for a $14 billion company.
Overall Assessment
The 2026 Pentair annual meeting ballot is straightforward, with all standard proposals passing policy screens: the full director slate earns FOR votes (strong 3-year TSR, no overboarding, 100% attendance), executive compensation earns a FOR vote (strong pay-for-performance alignment, 88% at-risk CEO pay, prior 83.6% shareholder support), and auditor ratification earns a FOR vote (non-audit fees at only ~22% of audit fees, Big 4 firm). The three Irish-law housekeeping proposals (share allotment, preemption rights opt-out, treasury share re-allotment) are routine and receive FOR votes. No stockholder proposals appear on this ballot.