John Stauch
PENTAIRAbout John Stauch
John L. Stauch is President and Chief Executive Officer of Pentair plc and a director since 2018; age 60 as of the 2025 proxy. Prior roles include Pentair CFO (2007–2018), Honeywell International’s Automation and Control Systems CFO (2005–2007), and PerkinElmer Optoelectronics CFO & IT Director, with earlier finance leadership at Honeywell/AlliedSignal (1994–2005) . Pentair’s “pay versus performance” shows rising TSR and earnings under his tenure: 2024 TSR value of an initial $100 investment reached $236.25 vs S&P 500 Industrials peers at $207.55; 2024 net income was $625.4M and company-wide adjusted operating income was $959.2M . Shareholders supported executive pay with 89.7% Say‑on‑Pay approval in 2024; clawback and anti-hedging/pledging policies were strengthened in 2023 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Pentair plc | Chief Financial Officer | 2007–2018 | Led finance through transformation, predecessor to CEO |
| Honeywell International (Automation & Control Systems) | Chief Financial Officer | 2005–2007 | Financial leadership in complex industrial segment |
| PerkinElmer Optoelectronics | CFO & IT Director | Prior to 2005 | Dual finance/IT leadership in technology manufacturing |
| Honeywell/AlliedSignal | Various finance, IR, managerial roles | 1994–2005 | Senior finance roles across public company operations |
External Roles
| Organization | Role | Years | Committees / Notes |
|---|---|---|---|
| Deluxe Corporation | Director | 2016–present | 2025: Chair, Audit & Finance; Member, Compensation & Talent |
| Deluxe Corporation | Director | 2016–present | 2024: Chair, Audit; Member, Finance |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 1,030,040 | 1,075,041 | 1,115,043 |
| Target Annual Incentive (% of salary) | 130% (unchanged through 2023) | 130% | 135% |
| Target Annual Incentive ($) | — | — | 1,505,250 |
| All Other Compensation ($) | 38,007 | 38,510 | 39,788 |
Performance Compensation
- Program design: CEO long-term incentive mix maintained at 50% PSUs, 25% stock options, 25% RSUs; options 10-year term, options/RSUs vest ratably over three years; annual MIP metrics tied 100% to financials with ESG modifier up to ±10% .
- Most important performance measures: Company-wide adjusted operating income, adjusted EPS, ROIC, and TSR .
Annual Incentive (MIP) – 2024
| Metric | Weight | Threshold (50%) | Target (100%) | Max (200%) | Payout % | Weighted Payout % |
|---|---|---|---|---|---|---|
| Adjusted Operating Income | 50% | Company-set | Company-set | Company-set | 120.43% | 60.22% |
| Revenue | 30% | Company-set | Company-set | Company-set | 79.67% | 23.90% |
| Free Cash Flow | 20% | Company-set | Company-set | Company-set | 200.00% | 40.00% |
| Total | 100% | — | — | — | — | 124.12% |
| ESG Modifier | ±10% | — | — | — | No modifier applied | 100% of financial result |
Actual Annual Incentive Paid
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Non-Equity Incentive Plan Compensation ($) | 715,206 | 1,630,743 | 1,868,316 |
Long-Term Incentive Grants and Vesting
| Award Type | Grant Date(s) | Shares/Units | Vesting / Terms |
|---|---|---|---|
| RSUs | 1/3/2022; 1/3/2023; 1/2/2024 | 7,350; 23,448; 23,168 | 1/3 each on 1st, 2nd, 3rd anniversaries |
| PSUs (Target) | 2023–2025; 2024–2026 | 70,340; 46,336 | Vest at end of cycle based on performance; payout valued at YE price |
| Options | Multiple (see below) | See below | 10-year term; 1/3 vest annually over 3 years |
Outstanding Equity and Option Terms (12/31/2024)
| Category | Detail |
|---|---|
| Unvested RSUs | 53,966 units; MV $5,431,138 at $100.64 |
| Unearned PSUs (Target) | 116,676 units; PV $11,742,273 at $100.64 |
| Options – exercisable/unexercisable | 58,499 @ $38.61 exp. 1/3/2027; 87,016 @ $45.42 exp. 5/2/2028; 122,549 @ $37.77 exp. 1/2/2029; 113,071 @ $46.42 exp. 1/2/2030; 100,293 @ $51.53 exp. 1/4/2031; 51,736/25,869 @ $70.99 exp. 1/3/2032; 38,579/77,159 @ $45.20 exp. 1/3/2033; 0/67,157 @ $70.92 exp. 1/2/2034 |
2024 Realization Events
| Event | Quantity | Value |
|---|---|---|
| Option exercises | 47,506 shares | $2,094,311 realized |
| Stock vested (RSUs + PSUs 2022–2024 cycle) | 74,914 shares | $6,661,276 realized |
Equity Ownership & Alignment
| Item | 12/31/2023 | 12/31/2024 |
|---|---|---|
| Share Ownership (Company’s guideline calculation) | 649,147 shares; MV $47,199,478; Guideline $6,450,000; Meets: Yes | 786,998 shares; MV $79,203,479; Guideline $6,690,000; Meets: Yes |
| Beneficial Ownership (as of 3/7/2025) | Ordinary shares: 355,741; Share units (deferred RSUs): 440,674; Right to acquire within 60 days (options): 658,576; RSIP stock: 941; Total: 1,455,932 | — |
- Stock ownership guidelines: CEO 6.0x base salary; 100% of net shares from equity awards must be retained until guidelines met .
- Anti-hedging and anti‑pledging: Executives and directors are prohibited from hedging and pledging Pentair securities or holding in margin accounts .
Employment Terms
| Provision | Key Terms |
|---|---|
| Employment contracts | No employment agreements or multi‑year compensation commitments for current executive officers |
| Severance (Executive Severance Plan) | Provides severance for certain terminations absent change in control; CEO estimated payout as of 12/31/2024: cash $5,240,500; RSU vest $5,431,239; PSU vest $11,742,373; outplacement $20,000; medical/dental $34,015; total $29,508,743 (values assume $100.64 share price) |
| Change-in-control (KEESA) | Double trigger for equity (CIC + qualifying termination); options/RSUs vest in full; PSUs paid at better of target or trend; annual incentive paid at target |
| CIC economics (CEO, as of 12/31/2024) | CIC only total $25,719,479; CIC + termination total $32,686,404; includes cash termination $6,864,358; option vest $7,040,617; RSU vest $5,431,239; PSU vest $11,742,373; incentive comp $1,505,250; plus outplacement, advisors, medical/dental; excise tax cutback or pay‑through for optimal after‑tax outcome |
| “Good reason” definition | Material breach; reduction in salary/bonus opportunity; material adverse change; relocation >50 miles; 20%+ increase in travel; with notice and cure |
| Pension/SERP | CEO is only NEO participating; present value of accumulated SERP benefits: $10,395,938; 18 years credited; vesting and calculation formulas disclosed |
Board Governance
- Role: CEO and director; only non‑independent director per NYSE standards—9 of 10 directors independent . Chair of the Board is David A. Jones; committee leadership by independent directors (e.g., Audit & Finance Chair: Michael T. Speetzen; Governance Chair: Billie I. Williamson) .
- Governance features include annual election of directors, majority voting, proxy access, director and executive ownership guidelines, clawback aligned with SEC/NYSE, overboarding policy .
Performance & Pay Alignment
| Year | CEO SCT Total ($) | CEO Compensation Actually Paid ($) | Avg Other NEOs SCT Total ($) | Avg Other NEOs Compensation Actually Paid ($) | TSR Value ($100 initial) | Peer TSR Value ($100) | Net Income ($) | Company-Wide Adjusted Operating Income ($) |
|---|---|---|---|---|---|---|---|---|
| 2020 | 9,342,044 | 8,880,349 | 2,293,390 | 1,901,314 | 117.89 | 123.17 | 358,600,000 | 517,600,000 |
| 2021 | 9,429,546 | 22,765,163 | 2,756,991 | 5,517,160 | 164.15 | 157.53 | 553,000,000 | 685,900,000 |
| 2022 | 7,783,265 | (1,944,891) | 2,053,323 | 206,764 | 102.80 | 126.96 | 480,900,000 | 767,700,000 |
| 2023 | 10,008,469 | 17,893,209 | 2,722,854 | 4,497,393 | 168.75 | 165.61 | 622,700,000 | 855,100,000 |
| 2024 | 10,769,964 | 22,763,473 | 2,784,507 | 5,431,476 | 236.25 | 207.55 | 625,400,000 | 959,200,000 |
Summary Compensation (SCT) – CEO
| Component ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | 1,030,040 | 1,075,041 | 1,115,043 |
| Stock Awards (RSUs + PSUs) | 4,499,985 | 4,649,995 | 4,874,970 |
| Option Awards | 1,500,027 | 1,549,963 | 1,625,007 |
| Non-Equity Incentive | 715,206 | 1,630,743 | 1,868,316 |
| Change in Pension Value/Deferred Comp | — | 1,064,217 | 1,246,840 |
| All Other Compensation | 38,007 | 38,510 | 39,788 |
| Total Compensation | 7,783,265 | 10,008,469 | 10,769,964 |
Equity Ownership & Beneficial Holdings Detail (as of 3/7/2025)
| Category | Amount |
|---|---|
| Ordinary Shares | 355,741 |
| Deferred Share Units (RSUs deferred) | 440,674 |
| Right to Acquire within 60 Days (Options) | 658,576 |
| RSIP Stock | 941 |
| Total Beneficial Ownership | 1,455,932 |
Risk Indicators and Policies
- Anti-hedging/anti‑pledging policy; trading windows and pre‑clearance in Insider Trading Policy; no related person transactions in 2024 disclosed .
- Clawback policy aligned with SEC/NYSE rules; recoupment of excess incentive-based compensation on restatement for current/former executives over preceding three years .
- The Compensation Committee’s annual risk assessment concluded compensation programs are not reasonably likely to have a material adverse effect; features include multiple metrics, capped payouts, stock ownership and holding requirements .
Compensation Structure Analysis
- Increased CEO target bonus from 130% to 135% of salary for 2024 to align with market; other NEO targets mostly unchanged .
- LTI remains weighted toward PSUs (50%)—higher at‑risk equity exposure; options and RSUs at 25% each (balanced risk/reward) .
- No employment agreements, no single‑trigger equity vesting in KEESA, and no excise tax gross‑ups; governance-aligned design .
Board Service History, Committees, Dual-Role Implications
- Director since 2018; only non‑independent director given CEO role; board otherwise 90% independent . Chair role is separate (David A. Jones), mitigating combined power concerns .
- External board service at Deluxe Corporation, including audit/finance chairmanship and compensation/talent committee membership—adds financial oversight expertise but monitored via Pentair’s overboarding and independence policies .
Investment Implications
- Alignment: Strong pay-for-performance linkage with hard financial metrics (adjusted operating income, revenue, free cash flow) yielding a 124% MIP payout in 2024; LTI centered on PSUs tied to adjusted EPS and ROIC supports multi‑year value creation .
- Retention and sell pressure: Significant unvested equity (RSUs and PSUs) and option overhang suggest ongoing retention levers; 2024 option exercises and sizable vesting events can create periodic selling pressure, though a strict holding policy and anti‑hedging/pledging rules mitigate alignment risks .
- Change‑in‑control: Double‑trigger vesting with substantial estimated payouts may influence executive negotiation posture in strategic transactions; excise tax cutback/pay‑through provision optimizes after‑tax outcomes .
- Governance quality: Majority‑independent board with separate Chair, robust clawback, majority voting, and proxy access reduce governance risk; 89.7% Say‑on‑Pay support signals shareholder acceptance of the program .