Pentair : 2022 Proxy Statemen

LETTER TO SHAREHOLDERS

David A. Jones

Pentair Chairman of the Board

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 9, 2023, at 7:00 a.m. local time (BST). The Annual General Meeting of Shareholders will be held at Claridge's, Brook Street, Mayfair, London, W1K 4HR, United Kingdom. The enclosed notice of annual general meeting and proxy statement describe the items of business that we will conduct at the meeting and 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 focused on key business goals during the year

In 2022, our Board oversaw the company's strategic acquisition of Manitowoc Ice and continues to monitor integration of this business. By combining this industry leading ice solutions business with our industry leading water filtration, we saw the opportunity to establish a differentiated, total water management offering and expand our network within the foodservice industry. We believe that Manitowoc Ice's culture of innovation and sustainability will further establish Pentair as a leader in this vast and growing industry.

We have also focused on our transformation program designed to accelerate growth and drive margin expansion through pricing excellence, strategic sourcing, operational excellence and organizational effectiveness, and are excited to enter the execution phase of this program.

Finally, we continue to navigate a complex operating environment as supply chain challenges, inflation, inventory management, lingering uncertainty from the pandemic and other factors present daily challenges and opportunities. Our high performance growth culture continues to drive our Board, working closely with management, and all members of the Pentair team, to deliver on our commitments while living our Win Right values in these dynamic times.

Our Board is overseeing our initiatives and progress in advancing our journey toward delivering a more sustainable company

At the beginning of 2021, we announced advances in our commitment to further environmental, social and governance (ESG) stewardship. During 2022, our Board has overseen progress with respect to our social responsibility strategic targets announced in 2021. We continue to believe that our ESG efforts are aligned with driving sustainable and resilient business operations to deliver value for our customers and shareholders. We encourage you to review our separate reporting on our ESG initiatives and progress.

Commencing in 2022, our Compensation Committee included a modifier in our annual incentive compensation award design to adjust payouts based on financial results up or down by up to ten percent based on our progress against these targets. Consistent with our pay-for-performance philosophy, we remain committed to our view that progress toward these targets is a baseline expectation, and adjustments are expected only in the case of progress well above or below our overall expected progress.

Our experienced and diverse Board remains focused on risk management and corporate governance

Our Board remains focused on risk oversight and corporate governance, and benefits from significant efforts in prior years to allocate risk oversight among the Board and its committees in a way that ensures that our more critical risks receive the attention they deserve. The changes we have made to our corporate governance and board composition have positioned us well to ensure a diverse, high-functioning board of directors, aligned with Pentair's culture of high performance.

The Board thanks Glynis Bryan, who is not standing for re-election, for her nearly twenty years of dedicated service on the Board, including her strong leadership of our Audit and Finance Committee.

On behalf of the entire Board, we thank you for your confidence in us. We value your investment, your input and your support.

David A. Jones

John L. Stauch

Pentair President and CEO

Pentair Chairman of the Board

Pentair plc 03

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-paidenvelope,

the results of 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.

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

To Be Held May 9, 2023

Our Annual General Meeting of Shareholders will be held at Claridge's, Brook Street, Mayfair, London, W1K 4HR, United Kingdom, on Tuesday, May 9, 2023, at 7:00 a.m. local time (BST), to consider and vote upon the following proposals:

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

nominees:			Whether or not you plan to attend the Annual General
		Meeting, we encourage you to vote your shares by
(i)	Mona Abutaleb Stephenson	(vi)	Gregory E. Knight
submitting a proxy as soon as possible. IF YOU PLAN TO
(ii)	Melissa Barra	(vii)	Michael T. Speetzen
SUBMIT A PROXY, YOU MUST SUBMIT YOUR PROXY BY
(iii)	T. Michael Glenn	(viii)	John L. Stauch
INTERNET OR TELEPHONE, OR YOUR PRINTED PROXY
(iv)	Theodore L. Harris	(ix)	Billie I. Williamson
CARD MUST BE RECEIVED AT THE ADDRESS STATED ON
(v)	David A. Jones
		THE CARD, BY NO LATER THAN 4:59 A.M. (BRITISH
2. To approve, by nonbinding, advisory vote, the compensation
SUMMER TIME) ON MAY 8, 2023 (11:59 P.M. EASTERN
of the named executive officers.			DAYLIGHT TIME ON MAY 7, 2023).

3. To approve, by nonbinding, advisory vote, the frequency of

future advisory votes on the compensation of the named executive officers.

4. 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.

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.

To consider and act on such other business as may properly come before the Annual General Meeting or any adjournment.

Proposals 1, 2, 4, and 5 are ordinary resolutions, requiring the approval of a simple majority of the votes cast at the meeting. For proposal 3, the frequency that receives the greatest number of votes will be the frequency of the advisory vote on executive compensation that shareholders are deemed to have approved. 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 10, 2023 are entitled to receive notice of and to vote at the Annual General Meeting.

If you are a shareholder entitled to attend and vote at the Annual 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 to attend and vote at the Annual General Meeting on your behalf, please contact our Corporate Secretary at our registered office or deliver to the Corporate Secretary at our registered office a proxy card in the form set out in section 184 of the Irish Companies Act 2014.

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, 2022 and the reports of the directors and the statutory auditors thereon.

By Order of the Board of Directors, Karla C. Robertson, Secretary March 24, 2023

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on May 9, 2023. The Annual Report, Notice of Annual General Meeting, Proxy Statement, and Irish Statutory Financial Statements and Related Reports are available by Internet at www.proxyvote.com.

Shareholders in Ireland may participate in the Annual General Meeting by audio link at Arthur Cox LLP, Ten Earlsfort Terrace, Dublin 2, D02 T380, Ireland, at 7:00 a.m. local time (IST). See "Questions and Answers About the Annual General Meeting and Voting" for further information on participating in the Annual General Meeting in Ireland.

04 2023 Proxy Statement

PROXY STATEMENT FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS OF PENTAIR PLC TO BE HELD ON TUESDAY, MAY 9, 2023

Pentair plc 05

PROXY SUMMARY

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

VOTING MATTERS

				Board Vote
Proposal			Recommendation	Vote Required	Page Reference
1.	Re-Elect Director Nominees			FOR each nominee	Majority of votes cast	10
2.	Approve, by Nonbinding, Advisory Vote, the		FOR	Majority of votes cast	29
	Compensation of the Named Executive Officers
3.	Approve, by Nonbinding, Advisory Vote, the Frequency	1 YEAR	Alternative receiving	68
	of Future Advisory Votes on the Compensation of the		greatest number of
	Named Executive Officers					votes
4.	Ratify, by Nonbinding, Advisory Vote, the Appointment	FOR	Majority of votes cast	69
	of the Independent Auditor and Authorize, by Binding
	Vote, the Audit and Finance Committee to Set the
	Auditor's Remuneration
5.	Authorize the Board of Directors to Allot New Shares	FOR	Majority of votes cast	72
6.	Authorize the Board of Directors to Opt-Out of		FOR	75% of votes cast	73
	Statutory Preemption Rights
7.	Authorize the Price Range at which Pentair Can		FOR	75% of votes cast	74
	Re-allot Treasury Shares
DIRECTORS
						Committee Memberships
			Director		Audit and
Name	Age	Since	Independent	Finance	Compensation	Governance
Mona Abutaleb Stephenson	60	2019		•
Melissa Barra	51	2021		•
Glynis A. Bryan	64	2003
T. Michael Glenn	67	2007				•
Theodore L. Harris	58	2018			•	•
David A. Jones (Chairman)	73	2003			•	•
Gregory E. Knight	55	2021		•
Michael T. Speetzen	53	2018		•
John L. Stauch	58	2018
Billie I. Williamson	70	2014			•

• committee member committee chair

06 2023 Proxy Statement