Tracey Doi
PENTAIRAbout Tracey C. Doi
Tracey C. Doi, age 64, is an independent director of Pentair plc (PNR) since 2023. She is a retired Group Vice President and Chief Financial Officer of Toyota Motor North America and serves on Pentair’s Audit and Finance Committee, where she is designated an “audit committee financial expert”; she attended 100% of Board and committee meetings in 2024 and is affirmatively determined independent by the Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Toyota Motor North America | Group Vice President & Chief Financial Officer | 2003–2022 | Led finance, strategic planning, transformations, enterprise systems, and analytics; deep global manufacturing experience |
| Toyota Motor Sales, USA | Vice President, Corporate Controller | 2000–2003 | Corporate controller oversight |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Quest Diagnostics Incorporated | Director | 2021–present | Public company board experience in healthcare diagnostics |
| SunAmerica Series Trust | Independent Trustee | 2021–present | Mutual fund governance |
| Seasons Series Trust | Independent Trustee | 2021–present | Mutual fund governance |
| City National Bank (RBC Company) | Director | 2016–2021 | Banking board experience |
Board Governance
- Committee memberships: Audit & Finance Committee member; not a committee chair .
- Financial expertise: Board determined Ms. Doi and Mr. Speetzen qualify as “audit committee financial experts”; all AFC members financially literate under NYSE rules .
- Independence: 9 of 10 directors are independent; Board affirmed Ms. Doi’s independence under NYSE standards and Company categorical standards .
- Attendance/engagement: All current directors attended 100% of Board and committee meetings in 2024; independent directors met in executive session at each regularly scheduled Board meeting .
- Board leadership: Independent Chair (David A. Jones); CEO and Chair roles separated since 2018 .
- Risk oversight: AFC oversees financial reporting, audit, cybersecurity/data protection; full Board oversees enterprise risk management, with committee-level risk focus .
Fixed Compensation
| Component (2024) | Amount ($) | Notes |
|---|---|---|
| Board retainer | 105,000 | Increased effective Jan 1, 2024 from $95,000 |
| Audit & Finance Committee member retainer | 13,500 | Committee member rate |
| Total fees earned (cash) | 118,500 | Reported in director comp table |
| All Other Compensation | 39,221 | Products & Services Program (up to $50,000 in 2024), tax equalization reimbursements; directors pay income taxes on product benefits |
| Total 2024 compensation | 317,717 | Cash + stock grant + other comp |
Notes:
- Products & Services Program for Directors increased to max $50,000 annually in 2024; Company covers sales taxes; directors responsible for income taxes .
- Non-employee Chair supplemental retainer increased to $180,000 effective Jan 1, 2025 (not applicable to Ms. Doi) .
Performance Compensation
| Equity element | Grant detail | Value/Units | Vesting/Terms |
|---|---|---|---|
| Annual RSU grant (2024) | Granted Jan 2, 2024 | $160,000 grant value | RSUs vest on first anniversary; accrue dividend equivalents payable in shares upon vesting |
| Annual RSU grant (2025) | Granted Jan 2, 2025 | $165,000 grant value | RSUs vest on first anniversary; dividend equivalents |
| Unvested RSUs (as of 12/31/2024) | Outstanding | 2,256 units | Vests per RSU terms |
| Stock options | Outstanding | None | No director option grants in 2024; none outstanding for Ms. Doi |
Directors do not receive performance-based equity (no PSUs) nor cash incentive payouts; equity is delivered entirely as time-vested RSUs at annual grant values set by the Board .
Other Directorships & Interlocks
| Entity | Relationship to Pentair | Potential interlock/conflict assessment |
|---|---|---|
| Quest Diagnostics | Unrelated industry (healthcare diagnostics) | Low risk of competitive or supplier/customer conflict |
| SunAmerica/Seasons Trust | Mutual fund trusts | Governance-only roles; low conflict |
| City National Bank (2016–2021) | Banking | Prior role; no continuing related-party exposure |
Pentair reported no related-person transactions in 2024 and none proposed; Governance Committee reviews and must pre-approve any such transactions exceeding $120,000, which would not impair independence .
Expertise & Qualifications
- CFO and corporate finance leadership across complex global manufacturing; strategic planning, transformations, enterprise systems, and business analytics .
- Audit committee financial expert designation; financial literacy under NYSE rules .
- Public company board experience and trustee roles enhancing governance oversight .
Equity Ownership
| Item (as of 12/31/2024) | Amount | Reference/Status |
|---|---|---|
| Total share ownership (incl. unvested RSUs) | 3,578 shares | Includes direct/indirect and unvested RSUs |
| Market value of holdings | $360,090 (at $100.64/sh) | Closing price on 12/31/2024 $100.64 |
| Unvested RSUs | 2,256 units | Outstanding RSUs |
| Deferred Share Units | None | — |
| Stock options outstanding | None | — |
| Director ownership guideline | $525,000 (5x $105,000 retainer) | Guideline policy for non-employee directors |
| Guideline compliance status | Not yet met; 5-year transition period to comply | All directors have met or are on track to meet |
| Hedging/pledging | Prohibited for directors (and margin/pledging banned) | Alignment-friendly policy |
Governance Assessment
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Strengths:
- Independent director with deep finance and operations background; audit committee financial expert designation bolsters oversight of reporting, controls, and cybersecurity/data protection .
- High engagement: 100% attendance in 2024; independent Board leadership structure with separate Chair; robust enterprise risk oversight processes .
- Alignment policies: strict prohibition on hedging/pledging; director stock ownership guidelines; time-vested equity compensation promotes longer-term alignment .
-
Watch items / potential red flags:
- Ownership guideline not yet met ($525,000 threshold) given recent appointment in 2023; however, policy allows five years for compliance and directors are on track to meet .
- Non-cash director perks via Products & Services Program and tax equalization payments are disclosed and modest; monitor for growth or perceived entitlements (e.g., 2024 program increased to $50,000) .
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Broader signals:
- No related-party transactions in 2024; Board’s governance practices include annual self-assessments, proxy access, majority voting, clawback policy aligned to SEC/NYSE, and overboarding limits (max four boards for non-executive directors) .
- Strong shareholder support for executive pay in 2024 (say-on-pay “for” 89.7%), indicating positive governance sentiment that can support investor confidence .