David A. Jones
PENTAIRAbout David A. Jones
David A. Jones, age 75, is an independent, non‑executive Chair of the Board at Pentair plc (PNR), serving as a director since 2003. He currently sits on the Compensation Committee and the Governance Committee, and the Board affirms his independence under NYSE standards. His background spans private equity (Senior Advisor, Oak Hill Capital Partners through September 2024) and public company leadership (former Chairman & CEO of Spectrum Brands/Rayovac), with extensive global operational, financial, and M&A experience. As Chair, he leads Board meetings and executive sessions, sets agendas, and liaises among independent directors and management to ensure independent Board operations .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Oak Hill Capital Partners | Senior Advisor | 2008 – Sep 2024 | Private equity operating/board advisory; cited in independence review |
| Spectrum Brands, Inc. (formerly Rayovac) | Chairman & Chief Executive Officer | 1996 – 2007 | Led global consumer company; operational, financial, M&A leadership |
| Rayovac/Thermoscan/The Regina Company/Electrolux/General Electric | Leadership roles | Various (prior to 1996) | Broad operating and leadership experience across consumer/industrial brands |
| The Hillman Group | Director | 2012 – 2016 | Oak Hill portfolio company board service |
| Earth Fare, Inc. | Director | 2012 – 2020 | Oak Hill portfolio company board service |
| Imagine! Print Solutions | Director | 2016 – 2019 | Oak Hill portfolio company board service |
| Checkers/Rally’s Drive‑In Restaurants, Inc. | Director | 2017 – 2023 | National restaurant chain; director |
External Roles
| Company/Institution | Role | Status |
|---|---|---|
| Current public company boards | — | None disclosed in the proxy biography |
| Prior public/private boards (selected) | Director: Checkers/Rally’s; Hillman Group; Earth Fare; Imagine! Print Solutions | Historical service as noted above |
Board Governance
- Independence and leadership: Jones is an independent director and serves as independent Chair; 9/10 directors are independent; all committees comprise independent directors .
- Committee assignments: Compensation Committee member; Governance Committee member .
- Chair responsibilities: Leads Board meetings and executive sessions; approves agendas; coordinates information flow with committee chairs; reports CEO performance review with Comp Chair .
- 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; all then‑serving directors attended the 2024 AGM in person .
- Meetings held (FY2024): Board (5); Audit & Finance (8); Compensation (4); Governance (4) .
Governance vote signals
| Item | Result |
|---|---|
| 2025 AGM – Director election: David A. Jones | For 120,179,213; Against 13,512,836; Abstain 160,418; Broker non‑votes 8,668,158 |
| 2025 AGM – Say‑on‑Pay (advisory) | For 111,723,864; Against 21,927,280; Abstain 201,323; Broker non‑votes 8,668,158 |
| 2024 AGM – Say‑on‑Pay support | 89.7% of votes cast in favor |
Note: Jones received materially higher “Against” votes than several peers in 2025 (e.g., 13.5M Against for Jones vs 3.4M for Harris), a moderate governance signal to monitor in future cycles .
Fixed Compensation
Non‑employee director compensation program (effective 2024 unless noted)
| Component | Amount |
|---|---|
| Annual Board retainer (cash) | $105,000 |
| Chair of the Board supplemental retainer | $175,000 (2024); increased to $180,000 effective Jan 1, 2025 |
| Committee retainers – Audit & Finance | Chair $25,000; Member $13,500 |
| Committee retainers – Compensation | Chair $20,000; Member $7,500 |
| Committee retainers – Governance | Chair $20,000; Member $7,500 |
| Products & Services Program for Directors | Up to $50,000 annually; directors pay income taxes; company covers sales taxes (limit increased from $20,000 to $50,000 in 2024) |
| UK tax equalization | For lodging/tax prep related to UK‑sourced income tied to Board meetings; payments may be made to avoid double‑taxation |
Jones – 2024 individual director compensation
| Name | Fees Earned ($) | Stock Awards ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|
| David A. Jones | 295,000 | 159,996 | 86,002 | 540,998 |
- “All Other Compensation” includes incremental costs under the Products & Services Program and UK tax equalization; directors may also receive unused event tickets at no incremental cost .
Performance Compensation
Director equity awards (time‑based; not performance‑based)
| Grant Type | 2024 Annual Grant | Vesting | 2025 Annual Grant |
|---|---|---|---|
| RSUs (directors) | $160,000 grant value on Jan 2, 2024 | Vest on first anniversary of grant; dividend equivalents accrue in shares upon vest | $165,000 grant value on Jan 2, 2025 |
Jones – equity status as of Dec 31, 2024
| Instrument | Quantity |
|---|---|
| Unvested RSUs | 2,256 |
| Outstanding stock options | 11,802 |
Other Directorships & Interlocks
- Interlocks/relationships considered in independence determination: The Board reviewed Jones’s status as retired Senior Advisor to Oak Hill Capital Partners; related transactions (if any) were below materiality thresholds, and independence was affirmed .
- Related‑party transactions: Company reports no related person transactions in 2024 and none proposed at time of filing .
Expertise & Qualifications
- Core skills: Global operational leadership, financial oversight, M&A, private equity operating experience; has served on each Board committee historically, providing broad governance context .
- Governance leadership: Independent Chair with defined responsibilities to strengthen Board independence and process rigor .
Compensation Committee analysis and advisor independence
| Topic | Detail |
|---|---|
| Independent consultant | Aon Consulting retained by and reporting to the Compensation Committee; independence assessed under NYSE factors |
| Potential conflicts | Aon plc (parent) provided insurance and benefits consulting to Pentair; the Committee concluded no conflict impairing Aon Consulting’s independent advice |
| 2024 fees | Aon plc ≈ $1,183,768; Aon Consulting ≈ $247,440 |
Equity Ownership
Beneficial ownership (as of March 7, 2025)
| Holder | Ordinary Shares | Share Units (Deferred) | Right to Acquire w/in 60 Days (Options) | Total |
|---|---|---|---|---|
| David A. Jones | 26,313 | 56,376 | 11,802 | 94,491 |
- Percentage of class: Less than 1% unless otherwise indicated (per proxy footnote) .
- Director ownership guideline: 5x annual Board retainer ($525,000); compliance status indicated below .
Director ownership guideline and status (as of Dec 31, 2024)
| Director | Share Ownership | Market Value (12/31/24) | Guideline | Meets Guideline |
|---|---|---|---|---|
| David A. Jones | 83,530 | $8,406,459 | $525,000 | Yes |
Anti‑hedging/pledging and clawback (alignment policies)
- Hedging/pledging policy: Prohibits hedging (e.g., collars, swaps) and pledging/margining Pentair securities for directors, officers, and employees .
- Clawback: Revised in 2023 to align with SEC/NYSE rules; requires recovery of excess incentive‑based compensation from current/former executive officers upon an accounting restatement .
Governance Assessment
Strengths
- Independent Chair with clear authority and executive sessions each regular Board meeting; all committees fully independent .
- 100% attendance in 2024 at Board/committee meetings; robust self‑assessment and ongoing Board education processes .
- Strong alignment policies: strict anti‑hedge/pledge rules and updated clawback policy; director stock ownership guideline met by Jones .
- No related person transactions in 2024; independence considerations explicitly reviewed (including Jones’s Oak Hill affiliation) .
Watch items / potential red flags
- Tenure: Jones has served since 2003, representing long service; while offering institutional knowledge, investors may monitor refreshment and independence over extended tenure .
- Shareholder voting dynamics: At the 2025 AGM, Jones drew 13.5M “Against” votes (For 120.2M; Against 13.5M), higher opposition than several peers, warranting engagement to understand concerns .
- Perquisites optics: Director products/services program expanded to $50,000 in 2024 and UK tax equalization applies for Board travel/tax prep—both disclosed and permissible but can attract scrutiny from some governance-focused investors .
Policy backdrop supporting investor confidence
- Director compensation reviewed annually against peers; independent approval; clear retainer/committee fee structure; equity for directors is time‑based RSUs (no performance distortion) .
- Ongoing shareholder outreach; 2024 Say‑on‑Pay support at 89.7% signals general alignment of executive pay practices (indirectly reflects Comp Committee oversight where Jones serves) .
Overall, Jones brings deep operating and private equity experience and provides independent Board leadership. Areas to monitor include his long tenure and the 2025 vote opposition level; otherwise, independence, attendance, and ownership alignment are strong, with no related‑party issues reported .