Melissa Barra
PENTAIRAbout Melissa Barra
Independent director at Pentair plc; age 53; director since 2021. Executive Vice President and Chief Sales and Services Officer at Sleep Number Corporation, with prior senior roles in strategy, corporate development, and finance at Best Buy and earlier roles at Grupo Futuro, Citibank, and GE Capital. Serves on Pentair’s Audit and Finance Committee; the Board classifies her as independent under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sleep Number Corporation | EVP, Chief Sales & Services Officer | 2020–present | Leads customer experience, sales and services; expertise in digital transformation and IT |
| Sleep Number Corporation | SVP, Chief Sales, Services & Strategy Officer | 2019–2020 | Strategy leadership tied to growth and customer initiatives |
| Sleep Number Corporation | SVP, Chief Strategy & Customer Relationship Officer | 2015–2019 | Customer, human capital and growth strategies |
| Sleep Number Corporation | VP, Strategy & Consumer Insights | 2013–2015 | Strategy and insights function build-out |
| Best Buy Co., Inc. | Senior leadership roles in strategy, corp dev & finance | 2005–2012 | Corporate development and finance leadership |
| Grupo Futuro; Citibank; GE Capital | Strategy/corporate finance roles | Not disclosed (pre-2013) | Early-career finance/strategy experience |
External Roles
| Category | Role/Company | Status |
|---|---|---|
| Current public company boards | None disclosed in Pentair’s proxy | Not listed |
| Other boards (last 5 years) | Not disclosed | Not listed |
Board Governance
- Committee memberships: Audit & Finance Committee member; not a chair .
- Independence: Board determined all non-employee directors, including Barra, are independent .
- Attendance: 2024—100% Board and committee attendance by all directors; independent directors met in executive session each regularly scheduled meeting . 2023—at least 80% attendance for all directors; independent executive sessions held .
- Board leadership: Independent Chair (David A. Jones); CEO and Chair roles separated since 2018 .
- Overboarding policy: Directors who are public company executive officers limited to two public company boards (employer’s board and Pentair’s Board); others limited to four; exceptions require Board approval .
Fixed Compensation
| Component | 2024 Amount ($) | Detail |
|---|---|---|
| Board retainer (cash) | 105,000 | Effective Jan 1, 2024 after increase from $95,000 |
| Audit & Finance Committee member retainer (cash) | 13,500 | Committee member fee schedule |
| Fees earned (total cash) | 118,500 | Reported for Barra in Director Compensation Table |
| Products & Services Program; tax equalization and other | 37,263 | “All other compensation” for Barra in 2024 |
| Total reported director compensation (cash + equity + other) | 315,759 | Pentair 2024 director compensation total for Barra |
Notes:
- Directors eligible for up to $50,000 in Pentair products/services annually (raised from $20,000 in 2024); the company covers sales taxes; directors pay income taxes; tax equalization payments provided for U.K.-sourced meeting costs .
- No meeting fees disclosed .
Performance Compensation
| Equity Type | Grant Date | Grant Value | Vesting | Units/Status |
|---|---|---|---|---|
| RSUs (annual director grant) | Jan 2, 2024 | $160,000 | Vest on first anniversary; dividend equivalents accrue and pay in shares upon vesting | |
| RSUs (annual director grant) | Jan 2, 2025 | $165,000 | Same terms as above | |
| Unvested RSUs (as of 12/31/2024) | — | — | — | 2,256 units (Barra) |
| Stock options | — | — | — | None outstanding (Barra) |
Notes:
- Director equity grants are time-based RSUs; no PSUs or performance-based conditions for non-employee directors disclosed .
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Public company directorships | None disclosed for Barra in Pentair proxy |
| Relationships reviewed for independence | Independence review cited certain directors (Jones, Speetzen); no Sleep Number relationship flagged for Barra |
Expertise & Qualifications
- Background in customer experience, sales, services, and corporate strategy; experience in digital transformation and information technology .
- Operating and leadership experience at public companies supports oversight of growth, customer, and human capital strategies .
Equity Ownership
| Date | Shares/Units Included | Market Value Basis | Ownership Guideline | Compliance |
|---|---|---|---|---|
| 12/31/2024 | 5,715 shares (includes unvested RSUs) | $100.64 close; value $575,158 | 5x annual board retainer ($525,000) | Meets guideline |
| 12/31/2023 | 4,763 shares (includes unvested RSUs) | $72.71 close; value $346,318 | 5x annual board retainer ($475,000 in 2023) | Not yet met (on track per 5-year window) |
Policies:
- Hedging and pledging of Pentair securities prohibited for directors; no margin pledging permitted .
- Director stock ownership guideline: non-employee directors must hold shares equal to 5x board retainer, with 5 years to comply .
Governance Assessment
- Strengths: Independent status; active Audit & Finance Committee service; 100% attendance in 2024; Board led by independent Chair; robust independence, related-party, and anti-hedging/pledging policies; director equity aligned via ownership guidelines (Barra met guideline by YE 2024) .
- Alignment: Director pay mix emphasizes annual RSUs with time-based vesting and meaningful ownership guidelines; Barra’s unvested RSUs and holdings indicate growing alignment, moving from shortfall in 2023 to meeting in 2024 .
- Potential watch items: Overboarding policy constrains directors who are executive officers of public companies; while no violations are disclosed, ongoing monitoring of external executive responsibilities and time commitments is prudent . Tax equalization and product allowances are customary for Pentair’s U.K. meeting location and product familiarity but may attract modest shareholder scrutiny; amounts are disclosed and not material in aggregate .
- Say-on-pay context (signal of governance/compensation quality): 2024 say-on-pay approval 89.7%; 2023 approval ~91%—supportive backdrop for compensation governance .
Appendix: Committee and Meetings Snapshot (context)
- Audit & Finance Committee: Member roster includes Barra; 8 meetings held in FY2024; all members financially literate under NYSE rules; specific members designated as “audit committee financial experts” .
- Board meetings: 5 in FY2024; all directors at 100% attendance .
Sources
- Pentair plc 2025 DEF 14A (Proxy), filed March 21, 2025: .
- Pentair plc 2024 DEF 14A (Proxy), filed March 22, 2024: .