Robert Fishman
PENTAIRAbout Robert Fishman
Executive Vice President, Chief Financial Officer, and Chief Accounting Officer at Pentair since 2020, previously EVP/CFO at NCR (2009–2018) with earlier finance roles at AT&T and PwC. Education: HBA (University of Western Ontario) and MBA (Wharton) . Tenure at Pentair: appointed April–May 2020 and serving to present . Pentair performance under the current executive team: 2024 adjusted EPS +15.5% to $4.33, adjusted operating income +12.2% to $959.2M, FCF $693.1M, TSR value of initial $100 rising to $236.25 vs peer $207.55 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Pentair | EVP, CFO & CAO | 2020–present | Led finance during transformation/margin expansion; signed 10-K certifications |
| NCR Corporation | EVP/CFO (and Chief Accounting Officer) | 2009–2018 | Oversaw finance for global tech company; prior Controller roles and CFO appointment progression |
| AT&T Corporation | Finance & Treasury roles | Pre-1996 | Corporate finance experience |
| PwC | Consulting & Audit roles | Pre-AT&T | Audit/consulting foundation |
External Roles
None disclosed in the Pentair proxy; no current public company directorship noted for Fishman .
Fixed Compensation
| Component | 2024 | 2023 | Notes |
|---|---|---|---|
| Base Salary ($) | 725,000 | 705,000 | +2.8% YoY |
| Target Annual Incentive (% of Salary) | 100% | 100% | Company-wide metrics (AOI/Revenue/FCF) |
| Target Annual Incentive ($) | 725,000 | 705,000 (implied) | |
| Actual Annual Incentive Paid ($) | 899,870 | 822,665 | Payout certified at 124.12% for company-wide NEOs; ESG modifier not applied |
| Perquisites & Other ($) | 50,022 | 40,995 | Includes executive physical $13,872 and plan contributions |
| Deferred Compensation – Exec Contributions ($) | 188,601 | — | Sidekick Plan; year-end balance $1,123,942 |
Performance Compensation
Annual Incentive (MIP)
| Metric | Weight | Threshold (50%) | Target (100%) | Max (200%) | 2024 Payout % | Weighted Payout % |
|---|---|---|---|---|---|---|
| Adjusted Operating Income (Company) | 50% | — | — | — | 120.43% | 60.22% |
| Revenue (Company) | 30% | — | — | — | 79.67% | 23.90% |
| Free Cash Flow (Company) | 20% | — | — | — | 200.00% | 40.00% |
| Total Financial Payout | 100% | — | — | — | — | 124.12% |
| ESG Modifier | ±10% | — | — | — | Not applied | — |
Notes: Company-wide MIP metrics apply to Fishman; payouts scale from 0.5x at threshold to 2.0x at max .
Long-Term Incentives (2024 mix and design)
| Instrument | Proportion | Key Terms | 2024 Grants (Counts) |
|---|---|---|---|
| Performance Share Units (PSUs) | 50% | 3-yr period; Adjusted EPS 75% + ROIC 25%; payout 50%–200% | Threshold 6,345; Target 12,690; Max 25,380 |
| Stock Options | 25% | 10-year term; vest 1/3 on each of first 3 anniversaries | 1,410 and 17,187 options at $70.92 grant price |
| Restricted Stock Units (RSUs) | 25% | Vest 1/3 annually over 3 years; dividend equivalents | 6,345 RSUs (grant date 1/2/2024) |
PSU Performance (prior cycle): 2022–2024 PSU payout 107.72% of target (Adjusted EPS 78.21%, ROIC 29.51%) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Stock Ownership Guideline | CFO must hold ≥3.0x base salary |
| Compliance Status (12/31/2024) | Share ownership 59,054 shares valued $5,943,195 vs guideline $2,175,000; Meets guideline |
| Beneficial Ownership (3/7/2025) | 59,770 shares; rights to acquire within 60 days: 84,388 (options); total 144,158; <1% of class |
| Unvested RSUs (12/31/2024) | 15,147 units; market value $1,524,394 |
| Unearned PSUs (Target, 12/31/2024) | 32,685 units; market/payout value $3,289,418 |
| Options Outstanding | Exercisable: 34,100 @ $51.53 (exp. 1/4/2031) and others; Unexercisable: 7,437–21,779 tranches (2032–2034) and 18,597 (2034) |
| 2024 RSU Grants & Vesting Cadence | Grants: 1/2/2024 (6,416 RSUs); vest 1/3 on 1/2/2025, 1/2/2026, 1/2/2027 |
| Insider Policy | Hedging and pledging of Pentair securities prohibited; pre-clearance/trading windows required |
| Equity Holding Policy | Must retain 100% of net shares acquired until guideline met |
Employment Terms
| Provision | Terms & Economics |
|---|---|
| Executive Severance Plan (non-CIC) | Cash severance = severance multiplier × (base salary + target bonus); multiplier 2.0 for executives as of Jan 1, 2021; includes health/dental premium cash, outplacement; requires release and restrictive covenants |
| Estimated Non-CIC Termination (12/31/2024) | Cash $2,900,000; Option vesting value $1,980,638; RSU vesting $1,524,495; PSU (continued vesting) $3,289,519; Outplacement $15,000; Medical/Dental $48,539; Total $9,758,191 |
| KEESA (Change-in-Control) | Double-trigger; severance 200% of base + best-of target/actual bonus; medical/dental cash; exec search; accelerated accrual/vesting of certain plans; up to $15,000 advisor fees; non-compete 1 year post-termination; cutback vs excise for best after-tax outcome; no excise tax gross-ups |
| CIC Estimated (12/31/2024) | Change in control only: $7,519,651 (equity & incentives); CIC with termination total $10,732,073; cash termination $3,095,330 |
| Good Reason / Cause Definitions | Material adverse change, pay reduction, relocation >50 miles, increased travel, etc.; “cause” includes misconduct, felony, failure to perform |
Compensation Structure vs Performance Metrics
| Element | Alignment Features |
|---|---|
| Annual Incentive | 100% tied to financial objectives (AOI/Revenue/FCF) with scaled payouts; ESG modifier ±10% for outsized progress only; 2024 payout 124.12% |
| Long-Term Incentive | 50% PSUs tied to 3-year Adjusted EPS & ROIC; 25% options; 25% RSUs; PSU payout (2022–2024) above target at 107.72% |
| Clawback | SEC/NYSE-aligned recoupment of excess incentive-based compensation for restatements (3-year lookback) |
| Peer Benchmarking | Comparator group of 22 industrials reviewed annually; awards sized with market data; significant pay at risk (avg ~75% for NEOs) |
Vesting Schedules and Insider Selling Pressure
| Award | Grant Date | Vesting | Units |
|---|---|---|---|
| RSUs | 1/3/2023 | 1/3 of units on each anniversary (2024–2026) | 6,618 |
| RSUs | 1/2/2024 | 1/3 of units on each anniversary (2025–2027) | 6,416 |
| Options | 1/2/2024 | 1/3 on each anniversary (2025–2027) | 18,597 unexercisable |
| PSUs (2023–2025) | 12/31/2025 | Earn based on EPS/ROIC; pays in Feb 2026 | 19,854 target |
| PSUs (2024–2026) | 12/31/2026 | Earn based on EPS/ROIC; pays in Feb 2027 | 12,831 target |
Notes: Equity vesting creates periodic supply over 2025–2027; however, ownership guidelines and holding policy temper immediate sale pressure; pledging/hedging prohibited .
Equity Ownership & Pledging
- Shares pledged as collateral: Prohibited by policy; holding in margin accounts also prohibited .
- Ownership guideline compliance: Meets/exceeds 3.0x salary; must retain net shares until compliant .
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay support: 89.7% “FOR” .
- Ongoing outreach to holders (≈52% contacted; ≈7% engaged) and program tuned to shareholder alignment (financial metrics, ESG modifier) .
Expertise & Qualifications
- Degrees: HBA (Western Ontario), MBA (Wharton) .
- CFO certifications: Executed 10-K certifications (SOX 906) for FY 2024 and FY 2022 filings .
- Deep public-company finance leadership, controls, audit oversight, and global operations experience .
Investment Implications
- Alignment: Strong pay-for-performance design (100% financials in annual bonus; multi-year PSUs on EPS/ROIC), robust stock ownership and mandatory holding, and clawback—positive indicators for shareholder alignment .
- Retention & transition risk: KEESA double-trigger CIC protections and 2.0x severance under the Executive Severance Plan reduce near-term retention risk; non-compete (1 year) and best-after-tax CIC cutback provision are market-standard .
- Selling pressure: Material RSU and option vesting across 2025–2027 could create episodic insider sale windows, but policy limits (no pledging/hedging, holding policy) and guideline compliance mitigate pressure .
- Execution track record: 2024 margin expansion and cash generation, plus TSR above peer group, support incentive payouts and indicate disciplined capital allocation under current finance leadership .