Theodore Harris
PENTAIRAbout Theodore L. Harris
Independent director of Pentair plc; age 60; director since 2018. Harris is CEO and Chairman of Balchem Corporation, with prior senior leadership roles at Ashland Inc. and FMC Corporation, bringing broad managerial, international, operational, financial, and sales experience relevant to Pentair’s global supply chains and end markets . He is independent under NYSE standards and serves on Pentair’s Compensation Committee and Governance Committee; 100% meeting attendance was recorded for 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ashland Inc. | SVP & President, Performance Materials | 2014–2015 | Led complex global supply chains and marketing strategies |
| Ashland Inc. | SVP & President, Performance Materials & Ashland Supply Chain | 2011–2014 | Senior leadership across operations and supply chain |
| FMC Corporation | Various senior roles incl. GM, Food Ingredients | 1993–2004 | Commercial leadership; connectivity to consumer end markets |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Balchem Corporation | Chief Executive Officer; Chairman of the Board | CEO 2015–present; Chairman 2017–present | Public company board service (current) |
Board Governance
- Committee memberships: Compensation Committee (member), Governance Committee (member). Chairs: Compensation – T. Michael Glenn; Governance – Billie I. Williamson .
- Independence: Board determined Harris is independent; all committee members are independent .
- Attendance and engagement: 2024 attendance was 100% for Board and committees; executive sessions held at each regular Board meeting .
- Board/committee cadence: 2024 meetings — Board: 5; Audit & Finance: 8; Compensation: 4; Governance: 4 .
- Overboarding policy: CEOs limited to two public company boards; Harris serves on Balchem’s board and Pentair’s board — within policy .
- Related party transactions: None in 2024; governance policy requires Governance Committee pre-approval and sets materiality thresholds .
Fixed Compensation
| Component | 2024 Amount ($) | Detail |
|---|---|---|
| Board retainer (cash) | 105,000 | Standard non-employee director board retainer |
| Committee member fees (cash) | 15,000 | Compensation and Governance Committees ($7,500 each) |
| Total fees earned (cash) | 120,000 | As reported for Harris |
| All other compensation | 39,163 | Products & Services Program; U.K. tax equalization reimbursements as applicable |
| Total 2024 director compensation | 319,159 | Cash + stock award fair value + other |
Notes:
- Director cash retainers set by Governance Committee; board retainer increased to $105,000 effective Jan 1, 2024 .
- Products & Services Program allows up to $50,000 annually; tax equalization payments provided for U.K. meeting-related lodging and tax filings .
Performance Compensation
| Equity Component | Grant/Status | Amount/Terms | Performance Linkage |
|---|---|---|---|
| Annual RSU grant | Granted Jan 2, 2024 | $159,996 fair value; vests on first anniversary; accrues dividend equivalents | None; time-based vesting for non-employee directors |
| Options | 2024 | No option grants to directors | N/A |
Pentair increased the annual director equity grant to $160,000 for 2024 and to $165,000 for 2025, both delivered entirely as RSUs vesting after one year .
Other Directorships & Interlocks
| Company | Relationship to Pentair | Potential Interlock/Conflict Assessment |
|---|---|---|
| Balchem Corporation (CEO/Chair; director) | Specialty ingredients company | Board independence review disclosed relationships considered; none flagged for Harris; no related person transactions in 2024 |
Expertise & Qualifications
- Broad managerial, international, operational, financial, and sales experience; leadership of complex global supply chains; connectivity to consumer end markets .
- Committee experience on Compensation and Governance aligns with pay and policy oversight .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Total share ownership (incl. unvested RSUs) | 15,338 shares | As of Dec 31, 2024 |
| Market value at Dec 31, 2024 | $1,543,616 | Based on $100.64 closing price |
| Unvested RSUs | 2,256 units | As of Dec 31, 2024 |
| Options outstanding | None | As of Dec 31, 2024 |
| Director ownership guideline | $525,000 (5x $105,000 retainer) | Guideline policy |
| Guideline compliance | Meets | All directors have met or are on track |
| Hedging/pledging | Prohibited | Applies to directors; no margin/pledging permitted |
Governance Assessment
- Committee influence: Harris sits on Compensation and Governance—key for executive pay design, consultant oversight, governance policy, sustainability oversight . The Compensation Committee uses Aon Consulting; independence and potential conflicts were evaluated (Aon plc provides separate insurance/benefits services) and found not impairing—good practice signal .
- Independence and attendance: Independent director with 100% attendance; strong engagement supports board effectiveness .
- Ownership alignment: Exceeds 5x retainer guideline; RSU-only equity grants (no options) align non-employee director pay with long-term shareholder value .
- Conflicts/related-party: No related person transactions in 2024, and independence review did not flag Harris’s external role—low conflict risk .
- Perquisites and tax equalization: Products & Services Program (up to $50,000) and U.K. tax equalization payments are disclosed and modest in magnitude; transparency mitigates concern. RED FLAG (minor optics): tax equalization benefits for directors may draw scrutiny from some investors, though program is standardized and disclosed .
- Time capacity: As an active public-company CEO, Harris is subject to Pentair’s stricter overboarding limit (two boards for CEOs) and complies—watch item but within policy .
- Broader shareholder signals: Pentair’s 2024 say-on-pay approval of 89.7% indicates constructive investor support for compensation governance environment overseen by the Compensation Committee .
Overall, Harris’s independence, perfect attendance, committee roles in Compensation and Governance, and strong ownership alignment support investor confidence. No material conflicts or related-party exposures were disclosed for 2024, and governance processes (consultant independence review, clawback, hedging/pledging bans) are robust .