Pentair : 2023 Annual Report 2024 Proxy Statement

Letter to Shareholders

David A. Jones

You are cordially invited to attend the Annual General Meeting of Shareholders of Pentair plc on Tuesday, May 7, 2024, 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.

We oversaw execution of our transformation program to deliver margin expansion

Pentair Chairman of the Board

John L. Stauch

In 2023, our balanced water portfolio, combined with our transformation initiatives, delivered notable margin expansion. Our Flow and Water Solutions businesses partially offset volume declines in our Pool business. We continued to accelerate our transformation initiatives around pricing excellence, strategic sourcing, operations excellence and organizational effectiveness. The integration of the Manitowoc Ice acquisition has exceeded our expectations, and we are enhancing performance accountability throughout the organization.

The Board continues to focus on opportunities to advance as an industry leader for providing sustainable water solutions that positively impact people and the planet while we drive operational efficiencies and growth in our business. These dynamics, together with our high performance and Win Right values, position us to continue delivering on our commitments and create long-term value despite ongoing complexities in the operating environment.

We appointed a new director, adding to the financial expertise and diversity on our Board

Pentair President and CEO

Effective August 15, 2023, Tracey Doi joined our Board as an independent director. Tracey is a seasoned director and operational leader with skilled experience in strategic planning, finance, transformations, enterprise systems, and business analytics. She most recently served as Group Vice President and Chief Financial Officer of Toyota Motor North America until her retirement in 2022, where she developed deep experience with global manufacturing in a complex industry.

Our Board is delivering on our commitment to governance and sustainability

Our Board continues to monitor best practices in corporate governance and executive compensation which are also informed by our ongoing shareholder engagement. In 2023, we revised our executive compensation clawback policy applicable to financial restatements to align with the recently adopted NYSE rules. We also enhanced our director overboarding policy and summarized it in the proxy statement.

We recognize that our purpose of creating a better world for people and the planet through smart, sustainable water solutions, and our mission to helping the world sustainably move, improve, and enjoy water, life's most essential resource, allow us to deliver value for our shareholders while also leading on social responsibility. We believe we are well positioned to continue on this leadership journey.

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 Chairman of the Board

Pentair President and CEO

1

Notice of Annual General Meeting of Shareholders

Date and Time May 7, 2024 (Day)

7:00 a.m. local time (BST)Location Claridge's Brook Street MayfairWho Can Vote Shareholders as of March 8, 2024 are entitled to vote

London, W1K 4HR United Kingdom

Voting Items

Proposal

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

  Page Reference 10

  • (i) Mona Abutaleb Stephenson

    • (vi) David A. Jones

  • (ii) Melissa Barra

    • (vii) Gregory E. Knight

  • (iii) Tracey C. Doi

    • (viii) Michael T. Speetzen

  • (iv) T. Michael Glenn

    • (ix) John L. Stauch

  • (v) Theodore L. Harris

  • (x) Billie I. Williamson

• 2. To approve, by nonbinding, advisory vote, the compensation of the named executive officers.

• 3. 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.

  29 71

• 4. To authorize the Board of Directors to allot new shares under Irish law.

• 5. To authorize the Board of Directors to opt-out of statutory preemption rights under Irish law.

• 6. To authorize the price range at which Pentair plc can re-allot shares it holds as treasury shares under Irish law.

74 75 76

In addition, shareholders will consider and act on such other business as may properly come before the Annual General Meeting or any adjournment.

Proposals 1, 2, 3, and 4 are ordinary resolutions, requiring the approval of a simple majority of the votes cast at the meeting. Proposals 5 and 6 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 8, 2024 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 (the "Companies Act").

At the Annual General Meeting, management wiland will also present Pentair plc's Irish Statutory Financial Statements for the fiscal year ended December 31, 2023 and the reports of the directors and the statutory auditors thereon.

l review Pentair plc's affairs

and

By Order of the Board of Directors,

Karla C. Robertson, Secretary March 22, 2024

Notice of Annual General Meeting of Shareholders

How to Vote

By Internet

You can vote over the Internet atwww.proxyvote.com.

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.

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-paid envelope, the results of which will be forwarded to Pentair plc's registered address electronically.

Whether or not you plan to attend the Annual General Meeting, we encourage you to vote your shares by submitting a proxy as soon as possible.

IF YOU PLAN TO SUBMIT A PROXY, YOU MUST SUBMIT YOUR PROXY BY INTERNET OR TELEPHONE, OR YOUR PRINTED PROXY CARD MUST BE RECEIVED AT THE ADDRESS STATED ON THE CARD, BY NO LATER THAN:

u 4:59 A.M. (BRITISH SUMMER TIME) ON MAY 2, 2024 (11:59 P.M. EASTERN DAYLIGHT TIME ON MAY 1, 2024) FOR SHARES

HELD IN THE COMPANY'S RETIREMENT PLANS OR EMPLOYEE STOCK PURCHASE PLAN

u 4:59 A.M. (BRITISH SUMMER TIME) ON MAY 6, 2024 (11:59 P.M. EASTERN DAYLIGHT TIME ON MAY 5, 2024) FOR SHARES

HELD OF RECORD OR THROUGH A BROKER OR BANK

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on May 7, 2024. The Annual Report, Notice of Annual General Meeting, Proxy Statement, and Irish Statutory Financial Statements and Related Reports are available by Internet atwww.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 (Irish Standard Time). See "Questions and Answers about the Annual General Meeting and Voting" for further information on participating in the Annual General Meeting in Ireland.

Table of Contents

Letter to Shareholders1

Notice of Annual General Meeting of Shareholders2

Business and Financial Results5

Proxy Statement Summary6

PROPOSAL 1 - Re-Elect Director Nominees 10

Board of Directors 11

2024 Board Nominees 11

ESG Overview 18

Corporate Governance 19

Board Structure and Processes Committees of the Board Attendance at Meetings

Board and Committee Self-Assessments Board Education

The Board's Role and Responsibilities Other Governance Policies and Practices Director Compensation

19

20

22

22

22

23

24

25

PROPOSAL 2 - Approve, by Nonbinding, Advisory Vote, the Compensation of the Named Executive Officers

29

Compensation Committee Report 30

Compensation Discussion and Analysis 31

Named Executive Officers 31

Executive Summary 31

Our Compensation Philosophy and Objectives 35

How Executive Compensation Decisions are Made 36

Elements and Payouts of 2023 NEO Compensation 39

Other Compensation Policies and Practices 48

Executive Compensation Tables 52

Summary Compensation Table 52

Grants of Plan-Based Awards in 2023 54

Outstanding Equity Awards at December 31, 2023 55

2023 Option Exercises and Stock Vested Table 57

2023 Pension Benefits 57

2023 Nonqualified Deferred Compensation Table 59

Potential Payments Upon Termination or Change in Control 60

CEO Pay Ratio

Pay Versus Performance

Tabular List of Important Performance Measures Used to Link Pay and Performance

Description of Relationship Between Pay and Performance

PROPOSAL 3 - 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 71 Audit and Finance Committee of the Board of Directors to Set the Auditor's Remuneration

Audit Matters 72

Audit and Finance Committee Pre-approval Policy 72

Fees Paid to the Independent Auditors 72

Audit and Finance Committee Report 73

PROPOSAL 4 - Authorize the Board of Directors to Allot New Shares Under Irish Law

74

PROPOSAL 5 - Authorize the Board of Directors to Opt-out of Statutory Preemption Rights Under Irish Law

75

PROPOSAL 6 - Authorize the Price Range at Which Pentair Plc can Re-allot Shares it Holds as Treasury Shares Under Irish Law

76

Ownership of Pentair Stock 77

Security Ownership 77

Delinquent Section 16(a) Report 78

Questions and Answers about the Annual General Meeting and Voting

Shareholder Proposals and Nominations for the 2025 Annual General Meeting of Shareholders

Irish Disclosure of Shareholder Interests

2023 Annual Report on Form 10-K

Reduce Duplicate Mailings

Appendix A - Reconciliation of GAAP to Non-GAAP Financial Measures

79 83

84 85 86

A-1

Frequently Requested Information

Director Dashboard7

Shareholder Engagement9

Board Leadership Structure 19

Summary 2023 Financial Results 31

Compensation Governance Best Practices 35

Clawback Policy 50

66 67 69 69

Business and Financial Results

Business Overview

At Pentair, we help the world sustainably move, improve and enjoy water, life's most essential resource. From our residential and commercial water solutions to industrial water management and everything in between, Pentair is focused on smart, sustainable water solutions that help people and the planet thrive.

Strategy

Our vision is to be the world's most valued sustainable water solutions company for our employees, customers and shareholders. As a company, we:

• u Focus on growth in our core businesses and strategic initiatives;

• u Accelerate digital, innovation, technology and environmental, social and governance ("ESG") investments;

• u Expedite growth and drive margin expansion through our Transformation Program; and

• u Build a high performance growth culture and deliver on our commitments while living our Win Right values.

2023 Business Results Highlights*

$4.1 billion

$855.1 million

OF SALES

Flat compared to FY2022

OF SEGMENT INCOME*11% from FY2022

$3.75

INCREASED QUARTERLY CASH DIVIDEND from

ADJUSTED EARNINGS PER SHARE*2% from FY2022

$0.21$0.22

per share

RETURN ON SALES* of

20.8%

$145.2 million

220bps from FY2022

CASH RETURNED TO SHAREHOLDERS in cash dividends in FY2023

FREE CASH FLOW* from continuing operations of

$550.4 million

94% from FY2022

ROIC of

14.3%

* Please see Appendix A for reconciliation of GAAP to non-GAAP financial measures included in this section.

Proxy Statement 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

Page

Recommendation	Vote Required	Reference
1.	Re-Elect Director Nominees	FOR	Majority of votes cast	10
each nominee
2.	Approve, by Nonbinding, Advisory Vote, the Compensation of the Named	FOR	Majority of votes cast	29
Executive Officers
3.	Ratify, by Nonbinding, Advisory Vote, the Appointment of the Independent	FOR	Majority of votes cast	71
Auditor and Authorize, by Binding Vote, the Audit and Finance Committee to
Set the Auditor's Remuneration
4.	Authorize the Board of Directors to Allot New Shares	FOR	Majority of votes cast	74
5.	Authorize the Board of Directors to Opt-Out of Statutory Preemption Rights	FOR	75% of votes cast	75
6.	Authorize the Price Range at Which Pentair Can Re-allot Treasury Shares	FOR	75% of votes cast	76

Proposal

Director Nominees

Name and Primary Occupation

Mona Abutaleb Stephenson IND

Chief Executive Officer, Medical Technology Solutions, LLC

61

Gender Ethnicity

Diversity Information

2019

F

Middle Eastern

Melissa Barra IND

Executive Vice President, Chief Sales and Services Officer, Sleep Number Corporation

52

2021

F

Two or More Races**

Tracey C. Doi IND

Retired Group Vice President and Chief Financial Officer, Toyota Motor North America

63

2023

F

Asian

T. Michael Glenn IND

Retired Executive Vice President, FedEx Corporation and Chief Executive Officer, FedEx Services

68

2007

M

White

Theodore L. Harris IND

Chief Executive Officer, Balchem Corporation

59

2018

M

White

David A. Jones (Chairman) IND

Senior Advisor, Oak Hill Capital Partners

74

2003

M

White

Gregory E. Knight IND

Senior Advisor, Digital Transformation, Boston Consulting Group, Inc.

56

2021

M

Black / African American

Michael T. Speetzen IND

Chief Executive Officer, Polaris Inc.

54

2018

M

White

John L. Stauch

President and Chief Executive Officer, Pentair plc

59

2018

M

White

Billie I. Williamson IND

Retired Senior Assurance Partner, Ernst & Young LLPAFC - Audit and Finance Committee CC - Compensation Committee

GC - Governance Committee IND - Independent

* As of the date of the filing of this Proxy Statement

71

2014

- Committee Member- Committee Chair

** Hispanic / Latinx and White

F

White

Tracey C. Doi Appointed as a New Director in 2023

In 2023, the Board of Directors appointed Tracey C. Doi to serve as a member of the Board and on the Company's Audit and Finance Committee. Ms. Doi is a seasoned Director and operational leader with skilled experience in strategic planning, finance, transformations, enterprise systems, and business analytics. More information about Ms. Doi can be found in the "2024 Board Nominees" section of this Proxy Statement.

Director Dashboard

Tenure BalanceRace / EthnicityGender DiversityDirector Independence

n ≤3 Years n 4-6 Yearsn 7-9 Years n ≥10 Years

* Hispanic / Latinx and White

n Whiten Asian

n Male

n Femalen Independent n Not

Independentn Black /

African

American n Middlen Two or More

Races*

Eastern

Corporate Governance Strengths

Independent Board Leadership, via an independent, non-executive Chairman of the Board and all independent directors on committees

Annual Election of Directors

Majority Voting, the vote requirement for director elections, except in the case of a contested election

Proxy Access, available to shareholders who meet certain ownership, retention and other requirements set forth in our Articles of Association

Share Ownership Guidelines, establish meaningful minimum share ownership levels for directors and executive officers with a transition period for new appointments

Company Strategy, reviewed and monitored throughout the year by the Board

Board and Committee Self-Assessments, conducted annually

Related Person Transactions Policy, designed to avoid conflicts of interest

New in 2023

Clawback Policy, revised to comply with new SEC rule and NYSE listing standards

Corporate Governance Principles, revised to change overboarding policy from five public company boards to four public company boards for directors who do not serve as public company executive officers and from three public company boards to two public company boards for directors who serve as public company executive officers

Fiscal 2023 Executive Compensation

The Compensation Committee believes that the most effective executive compensation program aligns executive initiatives with shareholders' interests. The Compensation Committee seeks to accomplish this objective by rewarding the achievement of specific annual, long-term, and strategic goals that create lasting shareholder value.

Elements of Compensation and Pay Mix

The graphics describe the elements of our executive compensation program and illustrate the approximate targeted mix of fixed, annual, and long-term incentive compensation we provided in 2023 to our Chief Executive Officer and our other executive officers who are named in the Summary Compensation Table (the "Named Executive Officers" or "NEOs"). These graphics also illustrate the approximate amount of target direct compensation considered at risk. This summary of fiscal 2023 compensation should be read in connection with the "Compensation Discussion and Analysis" (see page 31).

Base Salary

Annual Incentives

Long-Term Incentives

Purpose: To provide fixed compensation competitive in the marketplace

Purpose: To reward short-term performance against specific financial targets

Purpose: To link management incentives to long-term value creation and shareholder return

Features:

Features:

Features:

u Determined based on numerous factors such as competitive market conditions, level of responsibility, experience, and individual performance

u Paid after end of one-year performance period

u Based on achievement against annual enterprise and/or segment financial performance targets

• u 50% performance share units based on achievement against three-year financial performance targets paid after end of three-year performance period

  u

  Payout range of 50% of target (at threshold) to 200% of target (at maximum), subject to a +/- 10% ESG modifier

• u 25% stock options with a 10-year term vesting ratably on first three grant date anniversaries

• u 25% restricted stock units vesting ratably on first three grant date anniversaries

CEO

AVERAGE OF OTHER NEOs

n Base Salary n Management Incentive Plan n Long-Term Incentives

n Base Salary n Management Incentive Plan n Long-Term Incentives

(Annual Incentive)

(Annual Incentive)

Annual Incentive Award ESG Modifier

Since 2022, the Compensation Committee has approved the inclusion of an ESG component in the Company's annual incentive program for executive officers. The ESG component addresses progress toward our five social responsibility strategic targets announced in 2021 in the form of a potential modifier to the final annual incentive program calculation based on financial targets.

Shareholder Engagement

Who we engaged

How we engaged

What we learned

In the fall of 2023, we reached out to our largest shareholders representing

Shareholders representing approximately

55%

19%

of our outstanding shares to engage on corporate governance, executive compensation, and ESG matters.

of our outstanding shares accepted our invitation to meet and participated in individual conference calls.

Based on our shareholder engagement, and other feedback from investors throughout the year, we believe we continue to be focused on what matters to our shareholders, including:

u creating and delivering value for our customers and shareholders, and

u ensuring that our ESG efforts are aligned with driving sustainable and resilient business operations.

Say-on-Pay

Shareholder support of our executive compensation program was reflected in our 2023 "say-on-pay vote" with 91% of votes cast in favor of our proposal. In 2023, the Compensation Committee maintained the majority of changes adopted over the last number of years, which reflected the Committee's focus on pay for performance, shareholder feedback, and industry and market practices.

2021

2022

2023

Votes "For" as Percent of Votes Cast

91%

94%

91%

Communicating with Directors

Interested parties may communicate with the Board, non-employee directors as a group, or any individual director, including the Chairman, by sending a letter addressed to the relevant party, c/o Corporate Secretary, Pentair plc, Regal House, 70 London Road, Twickenham, London, TW1 3QS, United Kingdom. Any such communications will be forwarded directly to the relevant addressee(s).