Billie Williamson
PENTAIRAbout Billie I. Williamson
Billie I. Williamson is an independent director of Pentair plc (PNR), age 72, serving since 2014. She is a retired Senior Assurance Partner at Ernst & Young LLP with 32+ years auditing public companies, and previously served as SVP, Finance & Corporate Controller at Marriott International and CFO of AMX Corporation; she is a CPA and brings deep SEC reporting and governance expertise . She currently chairs Pentair’s Governance Committee and serves on the Compensation Committee; the Board affirms her independence under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ernst & Young LLP | Senior Assurance Partner; Americas Inclusiveness Officer; Americas Executive Board; U.S. Executive Board | 1974–1993; 1998–2011 | Audited Fortune 250 companies; governance and SEC reporting expertise |
| Marriott International, Inc. | Senior Vice President, Finance and Corporate Controller | 1996–1998 | Principal financial officer experience |
| AMX Corporation | Chief Financial Officer | 1993–1996 | Corporate finance leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Cricut Inc. | Director | 2021–present | Current public company directorship |
| Cushman & Wakefield plc | Director | 2018–present | Current public company directorship |
| Prior public boards | Director | 2012–2022 | Kraton (2018–2022), XL Group (2018), CSRA (2015–2018), Janus Capital (2015–2017), Exelis (2012–2015), Annie’s (2012–2014) |
Board Governance
- Independence and roles: Independent director; Chair of Governance Committee; member of Compensation Committee .
- Committee structure and expertise: All committees comprised solely of independent directors; Audit & Finance Committee financial experts designated (Doi, Speetzen) .
- Attendance and engagement: In 2024, all current directors attended 100% of Board and committee meetings; independent directors held executive sessions at each regularly scheduled Board meeting; directors attended the 2024 AGM in person .
- Shareholder vote support: Re-elected at 2025 AGM (Votes For 126,306,550; Against 7,379,364; Abstain 166,553) .
- Governance oversight: Governance Committee (which she chairs) oversees corporate governance principles, director compensation monitoring, annual self-assessments, Code of Conduct compliance, and sustainability oversight .
- Board leadership: Independent Chair of the Board; 9/10 directors independent .
- Overboarding policy: Non-CEO directors limited to four public company boards; she serves on three (Pentair, Cricut, Cushman & Wakefield) — within policy .
- Related-party controls: No related person transactions in 2024; Governance Committee reviews any proposed related-person transactions .
- Hedging/pledging policy: Directors are prohibited from hedging and pledging Pentair securities; also prohibited from holding shares in margin accounts .
- Say‑on‑pay shareholder feedback: 2024 say‑on‑pay received 89.7% support; 2025 say‑on‑pay approved (Votes For 111,723,864; Against 21,927,280; Abstain 201,323) .
Fixed Compensation (Director Pay Structure and 2024 Actual)
| Component | Amount/Structure | Source |
|---|---|---|
| Annual cash retainer (2024) | $105,000 | |
| Committee retainers (Chair/Member) | Audit & Finance: $25,000 / $13,500; Compensation: $20,000 / $7,500; Governance: $20,000 / $7,500 | |
| Non-employee Chair supplemental retainer | $175,000 in 2024; increased to $180,000 effective Jan 1, 2025 | |
| Other director perquisites | Products & Services Program up to $50,000 annually; tax equalization for certain U.K. taxes and returns |
| Billie I. Williamson – 2024 Director Compensation ($) | Fees Earned (Cash) | Stock Awards | Option Awards | All Other Comp | Total |
|---|---|---|---|---|---|
| 2024 | 140,000 | 159,996 | — | 42,714 | 342,710 |
Notes:
- All Other Compensation includes Products & Services Program usage and U.K. tax equalization reimbursements, among minor items .
Performance Compensation (Equity Grants to Directors)
| Feature | 2024 Terms | 2025 Terms | Vesting/Notes |
|---|---|---|---|
| Annual director equity | $160,000 in RSUs (grant date Jan 2, 2024) | $165,000 in RSUs (grant date Jan 2, 2025) | RSUs vest on first anniversary; accrue dividend equivalents, paid in shares upon vesting |
| Unvested RSUs at 12/31/2024 (Williamson) | 2,256 units | — | From Jan 2, 2024 grant; service-based vesting |
No stock options were granted to non‑employee directors in 2024; Williamson had no outstanding options as of 12/31/2024 .
Other Directorships & Interlocks
| Company | Relationship to Pentair | Potential Interlock/Conflict Assessment |
|---|---|---|
| Cricut Inc. (Director) | None disclosed | Board affirmed director independence; no related person transactions in 2024 |
| Cushman & Wakefield plc (Director) | None disclosed | Board independence affirmed; Board reviewed customer/supplier relationships for independence — Williamson not listed among relationships reviewed; all committees fully independent |
Expertise & Qualifications
- CPA with extensive financial and accounting experience, including principal financial officer roles and decades auditing Fortune 250 companies .
- Governance leadership as Chair of Governance Committee with oversight of corporate governance, director compensation monitoring, self-assessments, and sustainability risks .
- Public company board experience across multiple industries (real estate services, consumer products), supporting risk oversight and audit/compensation governance .
Equity Ownership
| Date/Measure | Ordinary Shares | Share Units (Deferred/RSUs as defined) | Rights to Acquire within 60 days | RSIP Stock | Total | % of Class |
|---|---|---|---|---|---|---|
| Beneficial ownership as of Mar 7, 2025 | 20,934 | — | — | — | 20,934 | <1% (per footnote) |
| Stock ownership for guideline purposes as of Dec 31, 2024 | 21,907 (includes unvested RSUs) | — | — | — | 21,907 | — |
- Director stock ownership guideline: 5x annual Board retainer; Williamson meets guideline (12/31/2024 ownership market value $2,204,720 vs requirement $525,000) .
Insider Trades (PNR) – Last Two Years
| Date | Type | Shares | Price | Source |
|---|---|---|---|---|
| Jan 1, 2024 | Acquisition (Non-Open Market) – RSU grant under director program | 2,256 | N/A | |
| Jan 2, 2024 | Disposition (Non-Open Market), typically tax withholding on RSUs | 1,365 | $68.28 | |
| Jan 2, 2025 | Form 4 filed reflecting annual RSU grant (details in filing) | — | — |
Company policy prohibits hedging and pledging of company stock by directors .
Governance Assessment
-
Strengths
- Independent governance footprint: independent director; committee leadership (Governance Chair) and service on Compensation Committee; Board and committee independence affirmed .
- Engagement and oversight: 100% attendance in 2024; Governance Committee remit includes annual self-assessments and sustainability oversight; regular executive sessions .
- Shareholder support: Strong 2024 say‑on‑pay (89.7%); all nominees, including Williamson, re‑elected at 2025 AGM with clear majorities .
- Ownership alignment: Meets robust 5x retainer ownership guideline; holds ~21–22K shares/RSUs as of YE 2024; beneficial ownership 20,934 as of Mar 7, 2025 .
-
Watch items and potential sensitivities
- Director perquisites: Products & Services Program up to $50,000 annually and U.K. tax equalization for directors; Williamson’s “All Other Compensation” was $42,714 in 2024. While intended to promote product familiarity and manage cross‑border tax, investors may scrutinize non‑cash perqs at this magnitude .
- Compensation consultant independence: Aon Consulting advises the Compensation Committee while an Aon affiliate provides insurance/benefits services to Pentair (2024 payments: ~$1.18M to Aon plc; ~$0.25M to Aon Consulting). The Committee concluded no conflict, but dual‑relationship optics warrant continued monitoring .
- Overboarding risk: Policy limit is four public boards for non‑CEO directors; Williamson sits on three, within policy but still relevant to time‑commitment assessments .
-
Conflicts/Related‑party
- No related person transactions in 2024; Board reviews third‑party relationships for independence; no Williamson‑specific relationships identified .
Additional Reference Tables
Committee Assignments (Current)
| Committee | Members | Chair |
|---|---|---|
| Compensation | T. Michael Glenn (Chair), Theodore L. Harris, David A. Jones, Billie I. Williamson | Glenn |
| Governance | Billie I. Williamson (Chair), T. Michael Glenn, Theodore L. Harris, David A. Jones | Williamson |
| Audit & Finance | Michael T. Speetzen (Chair), Mona Abutaleb Stephenson, Melissa Barra, Tracey C. Doi, Gregory E. Knight | Speetzen |
Meetings in 2024
| Body | Meetings Held |
|---|---|
| Board of Directors | 5 |
| Audit & Finance Committee | 8 |
| Compensation Committee | 4 |
| Governance Committee | 4 |
All current directors attended 100% of Board and committee meetings in 2024 .