Lance Bonner
PENTAIRAbout Lance Bonner
Lance T. Bonner is Executive Vice President, General Counsel and Secretary of Pentair plc, appointed effective August 11, 2025 and reporting to CEO John Stauch; he previously served as Associate General Counsel, M&A and Securities at Pentair and as Associate General Counsel, Corporate and Assistant Secretary at Inspire Medical Systems, with earlier private practice at Lindquist & Vennum (now Ballard Spahr) and Faegre Drinker Biddle & Reath; he holds a B.A. in Politics, Philosophy, and Economics from the University of Pittsburgh and a J.D. from Washington University in St. Louis School of Law . Pentair reported approximately $4.1 billion in revenue in 2024, providing context for the scale of operations he oversees as chief legal officer .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Pentair plc | Associate General Counsel, M&A and Securities | 2020–2024 | Led corporate transaction/securities work supporting M&A and public company governance |
| Inspire Medical Systems, Inc. | Associate General Counsel, Corporate and Assistant Secretary | Not disclosed | Corporate governance and SEC reporting at a publicly traded medical device company |
| Lindquist & Vennum (now Ballard Spahr) | Attorney (Private Practice) | Not disclosed | Early-career legal training in corporate practice |
| Faegre Drinker Biddle & Reath | Attorney (Private Practice) | Not disclosed | Early-career legal training in corporate practice |
External Roles
| External Board/Role | Status |
|---|---|
| Public company directorships | None disclosed in company leadership materials/press at appointment |
Fixed Compensation
- Pentair’s Q3 2025 Form 10-Q includes a “Form of Key Executive Employment and Severance Agreement (KEESA) for Lance Bonner,” which defines “Annual Cash Compensation” as base salary plus the greatest of target/actual annual cash incentive metrics around the change-in-control event; specific base salary, target bonus %, and actual bonus for Mr. Bonner are not disclosed in the 10-Q exhibit .
- The KEESA provides for annual compensation adjustments and participation in executive bonus/equity plans commensurate with peers of comparable status, but does not state Mr. Bonner’s individual pay levels; these are set by the board/committee per company practice .
Performance Compensation
- Bonus Plan participation and performance objectives (“Goals”) must be established and communicated within the first 90 days of the performance period; target/threshold/maximum bonus eligibility must be at least as favorable as pre-CIC levels and comparable executives’ levels .
- Equity awards: Upon a covered termination following a change in control, equity awards granted on or after the change in control vest/are earned in full immediately at 100% of target; awards granted prior to the change in control follow the applicable equity plan terms .
Equity Ownership & Alignment
| Metric | Detail |
|---|---|
| Officer status | EVP, General Counsel and Secretary (signatory on 8-K, Oct 21, 2025) |
| Initial beneficial ownership (Form 3) | Common Shares: 1.829; Ownership form: Direct; Filed Aug 12, 2025; Role stated: Officer (EVP, GC & Secretary) |
| Power of Attorney for Section 16 filings | Executed July 24, 2025 authorizing attorneys-in-fact for Forms 3, 4, 5 |
| Trading plans (Q3 2025) | Company disclosed no Rule 10b5-1/non-Rule trading arrangements by directors/Section 16 officers in Q3 2025 except CTO Philip Rolchigo; Mr. Bonner not listed in adopted/terminated plans |
Employment Terms
| Provision | Summary |
|---|---|
| KEESA existence | Q3 2025 10-Q lists “Form of Key Executive Employment and Severance Agreement for Lance Bonner” as Exhibit 10.1 . |
| Termination Payment multiple | Lump-sum equal to two times “Annual Cash Compensation,” payable upon covered termination (double trigger) post-change-in-control; payment timing aligned with 409A specified employee rules (seventh month delay if required) . |
| Annual Cash Compensation definition | Base salary plus the greatest of: target annual cash incentive for the fiscal year of termination, prior-year cash incentive received, or cash incentive received for the year before the change-in-control . |
| Equity vesting on CIC termination | Awards granted on/after CIC vest/are earned in full immediately at 100% target; awards granted prior to CIC follow the applicable plan terms . |
| 280G treatment | Best-of approach: deliver full amount or reduce to $1 below excise tax threshold, whichever yields greatest after-tax value to the executive . |
| Non-solicit | One-year post-termination non-solicitation of Pentair employees (condition tied to Termination Payment retention) . |
| Non-compete | One-year post-termination restriction worldwide against managing/working for/owning a “Competing Business” (≥10% of revenue from competitive activities); owning <5% of a competitor’s outstanding stock permitted; violation triggers repayment of Termination Payment except retention of 1/12 of Annual Cash Compensation; prior written notice to board required before engaging with a Competing Business . |
| Confidentiality | Ongoing confidentiality obligation with whistleblower carve-out permitting reports to regulators without prior authorization . |
| Successors/Good Reason | Failure by acquirer to assume KEESA upon sale of business constitutes Good Reason; agreement benefits/obligations bind successors . |
| Additional benefits | Outplacement services for up to two years post-separation (capped at 10% of Annual Base Salary); continuation of life/medical/dental coverage until end of employment period or new employment with equivalent benefits . |
Investment Implications
- Compensation structure: KEESA establishes a two-times Annual Cash Compensation change-in-control severance with a best-of excise tax cutback, aligning protection with retention during strategic events; equity awards granted post-CIC vest at full target upon covered termination, providing certainty around incentive realization in transactions .
- Retention/competition constraints: One-year non-compete/non-solicit linked to retaining severance proceeds and with explicit repayment mechanics creates deterrents to rapid moves to competitors and supports continuity in the near term post-termination .
- Alignment and near-term selling pressure: Initial Form 3 shows minimal direct share ownership at appointment and no disclosed Rule 10b5-1 plan adoption for Mr. Bonner in Q3 2025, suggesting no pre-set selling programs in the quarter; insider trading visibility should be monitored for future Form 4 activity as compensation awards and ownership accumulate .
- Governance and transaction readiness: Successor assumption requirements and defined Good Reason triggers ensure KEESA portability in a sale, while confidentiality/whistleblower provisions balance legal obligations with regulatory reporting protections .