Pentair Plc. · NYSE:PNR
Pentair — Proxy Contest (March 2018)
13 slides from Pentair's proxy contest presentation, Mar 9, 2018
Slide 1: Pentair 2018 Shareholder Engagement
PENTAIR 2018 SHAREHOLDER ENGAGEMENT March 2018
Slide 2: Caution Concerning Forward-Looking Statements
CAUTION CONCERNING FORWARD-LOOKING STATEMENTS This presentation contains statements that we believe to be "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical fact are forward-looking statements.
Slide 3: Agenda
AGENDA Business Results Separation of Water and Electrical Businesses Compensation Committee Actions in Anticipation of the Separation 2017 Shareholder Outreach Recent Compensation Decisions on CEO Pay Disclosure in the Summary Compensation Table Summary of Key Executive Compensation Changes
Slide 4: Business Results
Business RESULTS Total Shareholder Return 29% TSR in 2017 721% TSR over CEO’s 17 year tenure 41st Year of Increasing Dividends in 2017 2017 Highlights Strong margin expansion Robust cash flow Organic growth returned Announcement of our plan to separate our Water and Electrical businesses into two pu
Slide 5: Separation of Water and Electrical Businesses
Separation of Water and Electrical Businesses Separation into two publicly-traded companies Pentair - A leading global Water Treatment Company focused on smart, sustainable water solutions (2017 Revenue: ~$2.8B) nVent - A high-performance Electrical Company focused on connecting and protecting custo
Slide 6: New Electrical Comparator Group; Actions in Anticipation of the Separation
New Electrical Comparator Group (Revenues ranging from $1.0B to $3.9B; Median Revenue of $2.4) A.O. SmithCorporationActuant Corporation Acuity Brands, Inc.Atkore International Belden Inc. Colfax Corporation EnerSys Generac Holdings Inc. General Cable Corporation Hubbell Incorporated IDEX Corporation
Slide 7: 2017 Shareholder Outreach: What We Heard From Our Shareholders
2017 shareholder outreach WHAT WE HEARD FROM OUR SHAREHOLDERS Actions Taken Considering Our Shareholders’ Feedback Carefully assessed the 2017 pay opportunity, taking into account not only competitive market data, but also factors such as company, business unit and individual performance, scope of r
Slide 8: CEO Pay Decisions
2015 Base Salary increase of 4% over 2014 Short-Term Cash payout at 0% of target award Long-Term Cash payout at 62% of target award Long-Term Equity same as 2014 award Total Comp declined 36% compared to 2014 2016 No change to base salary in 2016 Short Term Cash payout at 95% of target award; No cha
Slide 9: 89% of 2017 CEO Direct Compensation Is at Risk
89% OF 2017 CEO DIRECT COMPENSATION IS at Risk 2017 CEO DIRECT COMPENSATION MIX
Slide 10: Summary Compensation Table Disclosure
Due to our replacement of cash settled performance units (CPU) with performance share units (PSU) in our long-term incentive program beginning in 2016, the total compensation disclosed in our required 2017 Summary Compensation Table “doubles up” on our NEOs’ long-term incentives The “double counting
Slide 11: Summary of Key Executive Compensation Changes
2015 Summary OF KEY EXEC COMPENSATION CHANGES Compensation Decisions No 2015 annual incentive awards for any NEOs CPU award for 2014-2016 period paid out at 30% of target CPU award for 2015-2017 period paid out at 0% of target No salary increases for NEOs in 2016 or 2017 CEO target pay reduced in 20
Slide 12: Win Right Values
WIN RIGHT… WIN RIGHT CUSTOMER FIRST We Make it Easy for Customers to do Business with Pentair and are Tenacious about Meeting Customer Commitments ACCOUNTABILITY FOR PERFORMANCE We Commit to High Standards of Performance and Demonstrate Personal Ownership for Getting the Job Done INNOVATION AND ADAP
Slide 13: Non-GAAP Reconciliation
NON-GAAP RECONCILIATION PENTAIR Pentairpleand Subsi ‘excluding the effect of 2017 and 2016 adjustments (Unaudited) lions, except per share dato 20172016 Total Pentair Netsales $4365 $4890 Operatingincome 6808 Kofet: yramred Adjust 307 206 1642 977 964 Ea 2033 1343 72 895 182K 172% 4900 451.6 4200 39