T. Michael Glenn
PENTAIRAbout T. Michael Glenn
Independent director at Pentair since 2007, Glenn is a retired EVP of FedEx Corporation and former CEO of FedEx Services with deep strategic, marketing, sales, and customer service credentials. He currently serves as Chair of the Board at Lumen Technologies, Inc. and brings extensive large-cap operating and branding expertise; age 69 per the latest proxy. He is classified as independent by the Board under NYSE standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| FedEx Services | Chief Executive Officer; responsible for marketing, sales, customer service, retail operations for FedEx Corporation | 2000–2016 | Top leadership role; strategic, marketing, and communications expertise applied to Pentair strategy and branding initiatives |
| FedEx Corporation | Executive Vice President; member of Executive Committee | 1998–2016 | Senior corporate leadership; informs comp and governance oversight |
| FedEx Corporation | Marketing, sales, customer service leadership roles | 1981–1998 | Operational leadership foundation |
| Oak Hill Capital Partners | Senior Advisor | 2017–2020 | Private equity perspective on compensation and governance |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Lumen Technologies, Inc. | Director; Chair of the Board | 2017–present; Chair since May 2020 | Only current public company board disclosed |
Board Governance
- Committees: Compensation Committee Chair; Governance Committee member (all members independent under SEC/NYSE rules).
- Attendance: 100% Board and committee attendance in 2024; independent directors met in executive session at each regularly scheduled Board meeting.
- Board/Committee meetings in 2024: Board 5; Audit & Finance 8; Compensation 4; Governance 4.
- Independence: Board has determined all non-employee directors, including Glenn, are independent; Board leadership is independent (non-executive Chair).
- Overboarding policy: Max 4 public boards for non-executive directors; 2 for public company executives; exceptions require Board approval.
- Related-person transactions: None in 2024; policy requires Governance Committee pre-approval and prohibits conflicted terms.
- Hedging/pledging: Prohibited for directors and their designees; no holding in margin accounts or pledging as collateral.
Fixed Compensation
| Item | Amount | Source/Notes |
|---|---|---|
| 2024 Fees Earned (Cash) – T. Michael Glenn | $140,000 | Director compensation table |
| 2024 Board Annual Retainer | $105,000 | Effective Jan 1, 2024 |
| 2024 Committee Retainers – Compensation (Chair) | $20,000 | Chair retainer |
| 2024 Committee Retainers – Governance (Member) | $7,500 | Member retainer |
| 2024 Other Compensation (perquisites/tax equalization) – Glenn | $69,503 | Program increased to $50,000 products/services cap in 2024; U.K. tax equalization disclosed |
| 2024 Total Compensation – Glenn | $369,499 | Cash + equity + other per table |
| 2025 Change – Non‑employee Board Chair supplemental retainer | Increased to $180,000 | Effective Jan 1, 2025 |
Performance Compensation
| Element | Detail |
|---|---|
| Annual Equity Grant (Directors) | Delivered 100% as RSUs; vests on first anniversary; accrues dividend equivalents payable in shares upon vest |
| 2024 Grant Value | $160,000; granted Jan 2, 2024 |
| 2025 Grant Value | $165,000; granted Jan 2, 2025 |
| 2024 Stock Awards (Grant-date fair value) – Glenn | $159,996 |
| Unvested RSUs at 12/31/2024 – Glenn | 2,256 |
| Deferred Share Units – Glenn | 1,957 |
| Outstanding Stock Options – Glenn | 11,802 (no new grants to directors in 2024) |
Note: Non‑employee director equity is time‑based RSUs; no PSU/metric-based director awards are disclosed.
Other Directorships & Interlocks
| Company | Sector/Relation to Pentair | Role/Committee | Interlock/Conflict Notes |
|---|---|---|---|
| Lumen Technologies, Inc. | Telecom/IT services; customer/supplier relationships not disclosed for Glenn | Chair of the Board | Board affirms Glenn’s independence; no related-person transactions in 2024 disclosed |
| Prior advisory: Oak Hill Capital Partners | Private equity | Senior Advisor (2017–2020) | No related-person transactions disclosed; independence affirmed |
Expertise & Qualifications
- Strategic, marketing, and communications leadership from top roles at FedEx; active in Pentair strategic planning and brand initiatives.
Equity Ownership
| As of | Ordinary Shares | Share Units | Right to Acquire within 60 Days | Total | % of Class |
|---|---|---|---|---|---|
| Mar 7, 2025 | 33,192 | 1,962 | 11,802 | 46,956 | <1% (less than 1% indicated) |
| Ownership Guideline | Share Ownership (incl. unvested RSUs) | 12/31/2024 Market Value | Guideline Dollar Value | Status |
|---|---|---|---|---|
| 5x annual Board retainer | 36,133 | $3,636,425 | $525,000 | Meets guideline |
Directors must reach 5x retainer; all directors have met or are on track within five years.
Say‑on‑Pay and Shareholder Feedback
| Year | Proposal | Votes For | Votes Against | Abstentions | Broker Non‑Votes |
|---|---|---|---|---|---|
| 2025 | Say‑on‑Pay (NEO compensation) | 111,723,864 | 21,927,280 | 201,323 | 8,668,158 |
| 2024 | Say‑on‑Pay (NEO compensation) | 123,848,121 | 14,278,009 | 195,517 | 8,304,147 |
Director Election Support Signal (2025 AGMs)
| Nominee | Votes For | Votes Against | Abstentions | Broker Non‑Votes |
|---|---|---|---|---|
| T. Michael Glenn | 117,385,145 | 16,299,422 | 167,900 | 8,668,158 |
| Tracey C. Doi | 132,823,518 | 862,841 | 166,108 | 8,668,158 |
| Theodore L. Harris | 130,278,234 | 3,404,703 | 169,530 | 8,668,158 |
| David A. Jones | 120,179,213 | 13,512,836 | 160,418 | 8,668,158 |
| Billie I. Williamson | 126,306,550 | 7,379,364 | 166,553 | 8,668,158 |
| Gregory E. Knight | 132,709,428 | 974,087 | 168,952 | 8,668,158 |
Glenn and Jones received comparatively higher “against” votes versus peers; all nominees were re‑elected.
Compensation Committee Analysis
- Composition: T. Michael Glenn (Chair), Theodore L. Harris, David A. Jones, Billie I. Williamson; all independent under SEC/NYSE rules.
- Consultant: Aon Consulting engaged to review and benchmark executive compensation; independence discussion referenced in CD&A.
- Process: Committee sets CEO pay with Board evaluation; administers 2020 Share and Incentive Plan; reviews non‑GAAP measures and equity award practices.
Governance Assessment
- Strengths
- Long-tenured independent director with relevant large-cap operating and marketing experience; active strategy contributor.
- Strong attendance (100%) and leadership as Compensation Chair; Board maintains independent leadership and executive sessions.
- Robust policies: no hedging/pledging; related‑party review; overboarding limits.
- Ownership alignment: exceeds 5x retainer guideline; meaningful share/RSU/option holdings.
- Watch items / potential red flags
- Elevated “against” votes in director re‑election relative to peers in 2025; monitor for engagement or underlying concerns about compensation oversight or tenure.
- Director perquisites expanded in 2024 via Products and Services Program limit increase to $50,000; ensure oversight of use and disclosure remains transparent.
- Neutral/Context
- Director pay structure shifted modestly upward (cash retainer and equity grant increases in 2024; equity to $165k in 2025), in line with peer benchmarking via Aon.
- No related‑person transactions in 2024; independence affirmed for all non‑employee directors.