Michael Speetzen

About Michael T. Speetzen

Michael T. Speetzen, age 55, is an independent director of Pentair (PNR) serving since 2018. He is Chair of the Audit and Finance Committee (AFC) and has been designated an “audit committee financial expert.” He is currently Chief Executive Officer and a director of Polaris Inc. (since 2021), attended 100% of Pentair Board and committee meetings in 2024, and has been affirmatively determined to be independent by the Board. The Board considered his role at Polaris in its independence review and found related commercial interactions were immaterial and below thresholds (less than the greater of $1 million or 2% of the counterparty’s revenue) for 2022–2024.

Past Roles

External Roles

Board Governance

• Committee assignments: Chair, Audit & Finance Committee (AFC). AFC held 8 meetings in 2024 (Board 5; Compensation 4; Governance 4). All committees comprise only independent directors.
• AFC remit and signals: Oversees financial reporting, internal controls, independent auditor appointment/oversight, financing strategy, investment policies, non-GAAP disclosures, and information security/cyber risk; Speetzen (and Tracey Doi) designated “audit committee financial experts.”
• Attendance: All directors, including Speetzen, attended 100% of Board and relevant committee meetings in 2024; independent directors held executive sessions at each regular Board meeting.
• Independence: 9/10 directors (all non-employee directors) independent; the Board specifically reviewed potential customer/supplier relationships for directors (including Speetzen at Polaris) and found they met immateriality thresholds.
• Board leadership: Independent, non-executive Chair (David A. Jones); CEO and Chair roles separated since 2018.
• Overboarding policy: Directors limited to four public boards; if serving as a public-company CEO, limited to two total public boards—consistent with Speetzen’s service (Polaris + Pentair).
• Related-person transactions: None in 2024.
• Hedging/pledging: Company policy prohibits hedging and pledging by directors; also prohibits holding Pentair stock in margin accounts.

Fixed Compensation

Pentair uses a cash + equity structure for non-employee directors; independent directors approve director pay following Governance Committee review and peer benchmarking (Aon Consulting).

Pentair 2024 director retainers (structure)

2024 director compensation for Michael T. Speetzen

Notes:

• Products & Services Program for Directors: eligibility up to $50,000 annually (increased from $20,000 effective 2024); company covers sales taxes; directors pay associated income taxes.
• U.K. tax equalization payments for lodging incidental to Board meetings and related tax preparation; program mechanics described in proxy.
• Effective Jan 1, 2025: Non-employee Chair supplemental retainer increased to $180,000 (Board/committee retainers otherwise unchanged).

Performance Compensation

Directors receive time-vested RSUs; no options were granted to non-employee directors in 2024.

Annual equity grants (standard program)

RSU status (as of 12/31/2024) — Michael T. Speetzen

Other Directorships & Interlocks

Expertise & Qualifications

• Designated “audit committee financial expert” by Pentair’s Board; extensive finance background and global markets experience.
• Prior CFO roles at Xylem and ITT Fluid and Motion Control; earlier finance roles at Honeywell and GE; broad managerial and operational experience.

Equity Ownership

Ownership alignment and guidelines (as of 12/31/2024)

Governance Assessment

• Strengths

  • Audit & Finance Committee Chair with “audit committee financial expert” designation; active remit includes cybersecurity oversight and non-GAAP disclosures—positive for financial reporting quality and risk oversight.
  • 100% meeting attendance; Board composed of 9/10 independent directors; independent Board Chair—supports effective oversight.
  • Independence affirmed despite external CEO role; Board’s related-relationship review found transactions immaterial; no related-person transactions in 2024.
  • Strong ownership alignment: exceeds 5x retainer guideline; program prohibits hedging/pledging.

• Watch items

  • All Other Compensation for directors includes a generous products/services program (capped at $50,000) and U.K. tax equalization tied to meeting logistics; Speetzen’s 2024 “All Other Compensation” was $48,902. While programmatic and disclosed, investors may monitor its magnitude versus peers and over time.

• Contextual signals

  • Overboarding policy limits public boards for sitting CEOs to two—Speetzen’s service at Polaris and Pentair aligns with the policy.
  • 2024 Say-on-Pay support at 89.7% indicates general shareholder support of compensation governance environment (company-wide).

Overall, Speetzen’s finance depth, AFC leadership, full attendance, and strong equity alignment support Board effectiveness, with no apparent conflicts or red flags disclosed for 2024.