Nicholas Brazis

About Nicholas Brazis

Nicholas J. Brazis, 45, was appointed Executive Vice President and Chief Financial Officer of Pentair effective March 1, 2026, and will serve as Senior Vice President, Finance beginning November 1, 2025; he joined Pentair in 2023 as Vice President, Corporate Development and in 2024 served as Vice President, Corporate Development and Treasury . Prior roles include senior finance leadership positions at Daikin Applied (2021–2023) and Resideo Technologies (2020–2021), giving him corporate development, treasury, and operating finance credentials across HVAC and residential controls end-markets . Pentair’s recent performance context: 2024 sales ~$4.083B, adjusted operating income $959.2M (+12% YoY), adjusted EPS $4.33 (+15.5% YoY), FCF $693.1M (+25.9% YoY); pay-versus-performance TSR value of a $100 initial investment rose to $236.25 in 2024 versus peer group $207.55 .

Past Roles

External Roles

Fixed Compensation

• The Compensation Committee has not yet determined the compensation applicable to Mr. Brazis as EVP & CFO .

Performance Compensation

Company executive compensation design (applies to CFO role):

• Long-term incentives mix: 50% PSUs (3-year), 25% stock options, 25% RSUs; PSUs measured on Adjusted EPS (75%) and ROIC (25%); options/RSUs vest ratably over 3 years .
• Annual MIP metrics (company-wide executives): Adjusted Operating Income (50%), Revenue (30%), Free Cash Flow (20%) with a +/-10% ESG modifier; threshold=50%, target=100%, max=200% .

2024 company-wide MIP results (design reference for CFO role):

2022–2024 PSU outcome (for design context):

Equity Ownership & Alignment

• Stock ownership guidelines: CFO must hold 3.0x base salary; executives have five years from appointment to meet guidelines .
• Equity holding policy: executives must retain 100% of net shares from equity awards until ownership guideline satisfied .
• Hedging and pledging: prohibited (including puts/calls, collars, swaps; no margin or pledging of Pentair stock) for executives/directors/employees and related parties .
• Clawback: recovery of excess incentive-based compensation for current/former executive officers upon any accounting restatement within the prior three years per SEC/NYSE rules .

Employment Terms

• Appointment timeline: Senior Vice President, Finance (effective Nov 1, 2025); EVP & CFO (effective Mar 1, 2026) .
• Executive Severance Plan (non-CIC): cash severance equals multiplier × (base salary + target bonus); multiplier is 1.5× for executives appointed after Jan 1, 2021; additional payment equal to employer portion of one year’s health/dental premiums; outplacement; subject to release and restrictive covenants .
• KEESA (change-in-control protection): double-trigger equity vesting; unvested options/RSUs vest upon qualifying termination post-CIC; PSUs paid based on performance at better of target or trend; annual incentives paid at target upon CIC .
• No excise tax gross-ups; no single-trigger CIC vesting in KEESAs; no hedging/pledging; strong stock ownership requirements .

Vesting schedules (standard plan terms):

Performance & Track Record

• Pentair financial results contextual to Brazis’ incoming CFO tenure: 2024 adjusted operating income $959.2M (+12.2% YoY); FCF $693.1M (+25.9% YoY); adjusted EPS $4.33 (+15.5% YoY); sales ~$4.083B (down 0.5% YoY) .
• Pay-versus-performance TSR: value of $100 initial investment and company-selected performance metrics (Adjusted Operating Income) indicate linkage of compensation to financial outcomes .

Company TSR and performance (ordered oldest → newest):

Compensation Committee Analysis

• Independent consultant: Aon Consulting advises the Compensation Committee on compensation structure and market practices; Committee assessed independence and conflict considerations (Aon plc services) and concluded no impairment of independence .
• Comparator group (used to benchmark 2024 targets): AYI, AOS, CR, DCI, DOV, ENOV, FLS, FTV, FBIN, IEX, IR, LII, LECO, MAS, OC, ROK, SNA, TKR, VMI, XYL; revenues roughly ½–2× Pentair .
• Say-on-Pay: 2024 approval 89.7% of votes cast in favor .

Equity Ownership & Alignment

Employment Terms

Investment Implications

• Alignment: Strong at-risk pay structure (PSUs, options, RSUs) tied to Adjusted EPS, ROIC, and company-wide financial metrics, plus strict holding/ownership rules and clawback, signal high pay-for-performance alignment for the incoming CFO role .
• Retention risk: Executive Severance Plan and KEESA double-trigger protections reduce transition and retention risk; multiplier framework implies 1.5× cash severance for post-2021 new executive officers, applicable to a 2026 appointee .
• Trading signals: Hedging/pledging prohibitions and mandatory holding until guideline attainment lessen insider selling pressure; monitor initial CFO equity grant sizes/vesting cadence (3-year ratable) and any future Form 4 activity as he builds ownership over the five-year window .
• Execution watch items: CFO transition during a period of margin expansion and FCF strength; track 2025–2027 PSU targets (Adjusted EPS/ROIC) and continued progress on MIP drivers (AOI, revenue, FCF) for signal of compensation outcomes vs. performance trends .

Note: Specific base salary, target bonus %, and award grant-level details for Nicholas Brazis have not yet been disclosed by the Compensation Committee .