Jennifer Hensley
PENTAIRAbout Jennifer Hensley
Jennifer M. Hensley is Senior Vice President, Chief Accounting Officer and Controller of Pentair plc (PNR), appointed effective May 12, 2025; she is 46 and previously served as Vice President, Corporate Controller (2021–2025), Corporate Controller (2020–2021), and held various Pentair leadership roles since 2012; prior to Pentair, she worked at KPMG LLP in audit roles from 2000–2012, including Senior Manager (2006–2012) . She signs Company earnings filings in her capacity as SVP, CAO and Controller, underscoring her accountability for financial reporting controls and disclosures . Pentair’s incentive programs tie annual pay to adjusted operating income and free cash flow, and long-term incentives to adjusted EPS, anchoring compensation to financial performance outcomes . Pentair prohibits hedging and pledging of Company stock and enforces ownership guidelines and share-retention until guidelines are met, aligning executives with shareholders .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Pentair plc | Senior Vice President, Chief Accounting Officer & Controller | 2025–present | Oversees financial reporting and controls; signs earnings 8-Ks |
| Pentair plc | Vice President, Corporate Controller | 2021–2025 | Led corporate accounting and reporting |
| Pentair plc | Corporate Controller | 2020–2021 | Corporate accounting leadership |
| Pentair plc | Various business leadership positions | 2012–2020 | Progressive finance/leadership roles at Pentair |
| KPMG LLP | Senior Manager, Audit | 2006–2012 | Led audit engagements; public-company reporting experience |
| KPMG LLP | Various positions, Audit | 2000–2006 | Foundational audit experience |
External Roles
No current external directorships or committee roles disclosed for Hensley .
Fixed Compensation
- Pentair’s executive pay design comprises base salary, annual incentives, and long-term incentives; annual incentives are 100% tied to financial targets and are subject to a +/-10% ESG strategic modifier, while LTI is delivered 50% PSUs, 25% options, 25% RSUs, with standard three-year vesting structures .
- Specific base salary and bonus target for Hensley were not disclosed in the appointment 8-K; the filing focused on promotional equity awards and severance arrangements .
Performance Compensation
Promotional Equity Award (granted on May 12, 2025)
| Component | Grant Date | Grant Date Fair Value ($) | Vesting Terms |
|---|---|---|---|
| Performance Share Units (PSUs) | 05-12-2025 | 100,000 | Vests/payable after 3-year performance period under executive terms; PSUs paid based on financial targets (e.g., adjusted EPS) |
| Restricted Stock Units (RSUs) | 05-12-2025 | 50,000 | 1/3 vest on each of first, second, and third anniversaries of grant (standard exec terms) |
| Stock Options | 05-12-2025 | 50,000 | 10-year term; vest ratably over first three anniversaries; exercise price = fair market value on grant date (standard exec terms) |
Company Metric Linkage (relevant to Hensley’s incentives)
| Metric | Plan Linkage | Measurement Period | Notes |
|---|---|---|---|
| Adjusted Operating Income | Annual cash incentive (MIP) | 1-year | Criterion used to measure annual incentive payouts |
| Free Cash Flow | Annual cash incentive (MIP) | 1-year | Used to assess liquidity, investment capacity, and annual incentive |
| Adjusted EPS | Long-term incentives (PSUs) | 3-year | Criterion used to measure and pay LTI compensation |
Pentair’s Compensation Committee approves annual executive equity awards in December for grants effective the first NYSE-open day of the upcoming year; promotional grants (like Hensley’s) vest on terms consistent with executive awards .
Equity Ownership & Alignment
- Stock ownership guidelines and holding policy: Executives must retain 100% of net shares from equity awards until ownership guidelines are met; guidelines range from 2.0x to 3.0x base salary for executive officers depending on level, and 6.0x for the CEO; compliance monitored with a five-year window from appointment .
- Hedging and pledging are prohibited for executives and their designees; no holding of Pentair shares in margin accounts or as collateral is permitted, reducing misalignment and forced-sale risk .
- Hensley’s specific beneficial ownership amounts are not disclosed in 2024 NEO tables (she was appointed executive in 2025), so direct/indirect share counts and guideline compliance status for her are not available .
Standard Vesting Schedules (for executive awards)
| Award Type | Vesting | Additional Terms |
|---|---|---|
| RSUs | 1/3 on first, second, third anniversaries | Market value at grant; unvested RSUs counted pro-rata for ownership compliance |
| Stock Options | 1/3 annually over first three anniversaries | 10-year term; exercise price = closing price on grant date |
| PSUs | Paid after 3-year period | Earned based on financial performance targets (e.g., adjusted EPS), with Committee discretion on target-setting |
Employment Terms
- Appointment and agreements: Upon appointment as SVP, CAO & Controller (effective May 12, 2025), Hensley received a KEESA in the same form used for executive officers after January 1, 2021 .
- Executive Severance Plan (ESP): For executives appointed after Jan 1, 2021, severance multiplier is 1.5x of base salary plus annual bonus target, paid in installments; plus cash equal to employer’s portion of medical/dental premiums times the multiplier, and outplacement services; requires separation and restrictive covenants .
- KEESA (change-in-control): Provides double-trigger severance—200% of base salary plus the greater of target bonus, prior-year actual, or change-in-control year target; two years of medical/dental/life insurance cash contributions; executive search up to 10% of base; legal/accounting up to $15k; equity awards granted before/after CIC subject to plan terms and vest in full upon qualifying termination after CIC; 1-year non-compete post-termination; no excise tax gross-up (best-net cutback) .
- CIC equity treatment under 2020 Plan: Upon a change in control, options and RSUs not tied to performance vest immediately; performance awards vest and pay in full based on performance at the better of target or trend; annual incentive paid at target .
- Good reason/cause definitions (plan and KEESA) include material adverse changes in role/compensation, relocation >50 miles, travel increase ≥20%, and specified cause standards; cure and notice provisions apply .
- Clawback: Policy aligned with SEC and NYSE listing standards .
Severance & CIC Economics Summary (applicable frameworks)
| Provision | Hensley Applicability | Economics/Terms |
|---|---|---|
| Executive Severance Plan (non-CIC) | Yes (appointed after 1/1/2021) | 1.5x base + target bonus; group insurance cash per multiplier; outplacement; installments; covenants required |
| KEESA (CIC with qualifying termination) | Yes | 2.0x base + greater-of bonus metric; 2 years insurance cash; search up to 10% salary; legal up to $15k; equity vesting per plan; 1-year non-compete; no gross-ups (best-net cutback) |
| CIC Equity under 2020 Plan | Yes | Immediate vesting of options/RSUs; PSUs paid at better of target or trend; annual incentive paid at target |
Investment Implications
- Alignment and sell-pressure: Prohibition on hedging/pledging and mandatory net-share retention materially reduces near-term selling pressure; RSU/options 3-year vesting phases equity delivery, while PSUs defer payout to end of the 3-year cycle, supporting longer-term alignment .
- Retention risk: As a newly appointed executive, Hensley is protected by both ESP (1.5x multiple) and KEESA (2.0x CIC multiple, double-trigger), lowering involuntary departure risk and enhancing stability in financial reporting leadership .
- Pay-for-performance linkage: Company-wide use of adjusted operating income and free cash flow for annual incentives and adjusted EPS for LTI supports pay-for-performance; Hensley’s promotional PSUs tie her outcomes to multi-year earnings quality and growth trajectories .
- Governance quality: No single-trigger vesting in KEESAs, clawback policy, and no excise tax gross-ups reflect investor-friendly practices; however, plan-level CIC equity acceleration for options/RSUs introduces potential short-term alignment concerns in a transaction scenario, partially mitigated by double-trigger severance requirements .
- Execution signal: Long tenure across Pentair’s accounting leadership and public-company audit background (KPMG) suggests continuity and rigor in controllership—supportive for financial reporting consistency during transformation or M&A cycles .