Kenneth Napolitano
WATTS WATER TECHNOLOGIESAbout Kenneth Napolitano
Independent director of Watts Water Technologies (WTS), age 63, serving since 2024. Former Senior Vice President and President of Applied Water Systems and Americas Commercial Team at Xylem Inc. (2011–2020), with prior senior roles at ITT (1998–2011) and Goulds Pumps (1984–1998). Background centers on water technologies, industrial products, and commercial operations; education not disclosed in the proxy. He is classified as independent under NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Xylem Inc. | SVP & President, Applied Water Systems; President, Applied Water Systems and Americas Commercial Team | 2011–2017; 2017–2020 | Led water applications businesses and Americas commercial execution |
| ITT Corporation | Multiple management roles incl. President Residential & Commercial Water; President Industrial Products Group; VP Sales & Service Ops (Americas); GM PumpSmart Control Solutions; Director Distributor Sales | 1998–2011 | Leadership across product groups and sales operations |
| Goulds Pumps, Inc. | Sales and sales management roles | 1984–1998 | Commercial leadership pre-acquisition by ITT |
External Roles
| Company/Organization | Role | Tenure | Notes |
|---|---|---|---|
| Not disclosed | — | — | No other current public company directorships disclosed for Mr. Napolitano in the proxy biography . |
Board Governance
| Item | Detail |
|---|---|
| Independence | Board determined Mr. Napolitano is independent under NYSE rules; WTS is a “controlled company” (Horne family voting trust controls 68.3% of voting power) but does not rely on controlled company exemptions . |
| Committees | Audit Committee member; Governance & Sustainability Committee member. Not on Compensation Committee . |
| Committee Chairs | Audit: Merilee Raines (Chair); Governance & Sustainability: Michael J. Dubose (Chair); Compensation: Louise K. Goeser (Chair) . |
| Lead Independent Director | David A. Dunbar (since 2023) . |
| Meetings & Attendance | Board met 7 times in 2024; each incumbent director attended at least 75% of Board and committee meetings; all directors attended the 2024 Annual Meeting . |
| Executive sessions | Non‑management directors meet at least quarterly in executive session . |
| Cybersecurity oversight | Board/Audit receives regular updates; CIO and VP Info Security oversee program . |
| Related party transactions policy | Governance & Sustainability Committee reviews/approves related person transactions; structured thresholds and criteria . |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (non‑employee directors) | $85,000 | Effective since Q2 2022, targeting peer median . |
| Additional retainer – Lead Independent Director | $25,000 | If applicable . |
| Additional retainer – Audit Chair | $20,000 | |
| Additional retainer – Compensation Chair | $15,000 | |
| Additional retainer – Governance & Sustainability Chair | $12,500 | |
| Annual equity grant (class A common stock) | $130,000 | Granted at first quarterly meeting after Annual Meeting . |
| Meeting fees | None | No additional compensation for meeting attendance; reasonable expense reimbursement . |
| 2024 Director Compensation (Napolitano) | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | $63,750 |
| Stock Awards (grant‑date fair value) | $163,961 |
| Total | $227,711 |
Performance Compensation
| Element | Structure | Metrics |
|---|---|---|
| Annual director equity grant | Fully vested shares of class A common stock; not subject to vesting or conditions | No performance metrics tied to director equity grants disclosed . |
| Unvested awards/options | None held by non‑employee directors as of 12/31/2024 | N/A . |
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Compensation committee interlocks | During 2024, compensation committee members had no relationships requiring disclosure under Reg S‑K Item 404; none were officers/employees of WTS . |
| Dual‑class context | Proxy advisors have criticized WTS’s dual class structure; Board outlines background and governance mitigants . |
Expertise & Qualifications
- Board skills matrix indicates Mr. Napolitano’s experience across: Operational; Industry background (fluid solutions/water); Finance/Capital allocation; M&A; Supply chain/logistics; Digital/eCommerce; Marketing/Sales & brand; HR/Executive compensation; Senior leadership; Corporate governance; International; Risk management; Technology/Cybersecurity; Government/Regulatory/Public policy; ESG .
Equity Ownership
| Item | Amount/Detail |
|---|---|
| Beneficial ownership (as of Mar 1, 2025) | 838 shares of class A common stock . |
| 2024 equity grants to directors | 678 shares granted Aug 5, 2024 to each non‑employee director noted (incl. Napolitano) . |
| Prorated grant on election | 160 shares of class A granted upon election (3/12/2024) representing ~one quarter of annual grant value . |
| Pledging/Hedging | Prohibited for all directors; no margin purchases or holding in margin accounts; no derivatives in company securities . |
| Ownership guidelines (directors) | Required to hold ≥ 3x annual cash retainer ($255,000 for 2024); expected within 3 years; compliance reviewed annually; directors with ≥3 years tenure were compliant at Q2 2024; deferred shares count toward compliance . |
| Unvested director awards | None outstanding as of 12/31/2024 . |
Governance Assessment
- Strengths: Independent director; sits on Audit and Governance & Sustainability Committees—key oversight for financial integrity, related‑party reviews, and ESG strategy; Board maintains majority independence despite controlled company status; robust policies prohibiting hedging/pledging; regular executive sessions; cybersecurity and risk oversight embedded in Board processes .
- Alignment: Director equity delivered as stock; stock ownership guidelines target meaningful alignment; Napolitano’s tenure began in 2024, with time to reach guideline threshold; grants use trailing average price and are fully vested, simplifying alignment but lacking explicit performance conditions at director level .
- Attendance/engagement: Board met 7 times in 2024 with ≥75% attendance by all incumbents; all directors attended Annual Meeting—signals engagement .
- Potential red flags: Dual‑class structure and concentrated Horne family voting control (68.3%) can be governance headwinds; however, Board chooses not to rely on controlled company exemptions and maintains majority independence; Napolitano’s prior executive career at industry peers (Xylem/ITT) presents industry overlap but no related‑party transactions disclosed .
- Shareholder feedback context: Say‑on‑pay (executive) support was >98% in 2024, indicating broad investor confidence in compensation governance framework (contextual governance signal) .
Notes on Compensation Structure (context)
- Director compensation program set in 2022 to approximate peer median; no meeting fees; optional director stock deferral program (some directors elected deferral; Napolitano not listed among deferrers for 2024) .
Appendix: Committee Activity Reference
| Committee | 2024 Meetings | Members |
|---|---|---|
| Audit | 5 | Raines (Chair), Boll, Napolitano, Reitmeier |
| Governance & Sustainability | 4 | Dubose (Chair), Boll, Dunbar, Goeser, Napolitano, Raines, Reitmeier |
| Compensation | 5 | Goeser (Chair), Dubose, Dunbar |