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2024
Notice of Annual General
Meeting and Proxy Statement
Caution Concerning Forward-Looking Statements
This proxy statement contains statements that we believe to be “forward-looking statements” within the meaning of ContentsLetterthe Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical fact are forward looking statements. Without limitation, any statements preceded or followed by or that include the words “targets,” “plans,” “believes,” “expects,” “intends,” “will,” “likely,” “may,” “anticipates,” “estimates,” “projects,” “forecasts,” “should,” “would,” “could,” “positioned,” “strategy,” “future,” “are confident,” or words, phrases or terms of similar substance or the negative thereof, are forward-looking statements. All projections in this proxy statement are also forward-looking statements. These forward-looking statements are not guarantees of future performance and are subject to Shareholders
risks, uncertainties, assumptions and other factors, some of which are beyond our control, which could cause actual results to differ materially from those expressed or implied by such forward-looking statements. These factors include adverse effects on our business operations or financial results, including due to the overall global economic and business conditions impacting our business; the ability to achieve the benefits of our restructuring plans; the ability to successfully identify, finance, complete and integrate acquisitions, including the ECM Industries and other recent acquisitions; competition and pricing pressures in the markets we serve, including the impacts of tariffs; volatility in currency exchange rates, interest rates and commodity prices; inability to generate savings from excellence in operations initiatives consisting of lean enterprise, supply management and cash flow practices; inability to mitigate material and other cost inflation; risks related to the availability of, and cost inflation in, supply chain inputs, including labor, raw materials, commodities, packaging and transportation; increased risks associated with operating foreign businesses, including risks associated with military conflicts, such as that between Russia and Ukraine, and related sanctions; the ability to deliver backlog and win future project work; failure of markets to accept new product introductions and enhancements; the impact of changes in laws and regulations, including those that limit U.S. tax benefits; the outcome of litigation and governmental proceedings; and the ability to achieve our long-term strategic operating and ESG goals. Additional information concerning these and other factors is contained in our filings with the U.S. Securities and Exchange Commission, including our Annual Report on Form 10-K and our Quarterly Reports on Form 10-Q. All forward-looking statements speak only as of the date of this proxy statement. nVent assumes no obligation, and disclaims any obligation, to update the information contained in this proxy statement. Website Information
This Proxy Statement includes website addresses and references to additional materials found on those websites. These websites and materials are not incorporated by reference herein.
March 26, 2019
Dear Fellow Shareholders:
On May 1, 2018, nVent Electric plc became
| | | | A Bright Future Ahead: A Letter to our Shareholders April 2, 2024 | | | Beth A. Wozniak
Chair and Chief Executive
Officer | |
| | 2023 was an outstanding year for nVent. We delivered another year of exceptional performance. Our sales grew 12% to a standalone, public company with $2.2record $3.3 billion, and we achieved record margins and cash flow. Our earnings per share increased 42% year-over-year and our adjusted earnings per share increased 28% year-over-year, both on top of strong performance a year ago. Our relative total shareholder performance was at the 81st percentile of the companies in sales listed on the New York Stock Exchange (NYSE:NVT). We launched our company with a mission of connection and protection, defining how we grow and create value in a world that is becoming more electric and digital. I’mS&P 400 Industrials Index. I am very proud of our team’s performance and the results we achieved. | |
Our Strategy and Growth Initiatives
At nVent, we connect and protect and are building a more sustainable and electrified world. We believe our growth strategy focused on high-growth verticals, new products and innovation, global growth, and acquisitions will continue to drive differentiated performance. Our One nVent strategy is helping us scale with velocity, driving common business processes across our company, from commercial excellence, to building a world-class supply chain, to our digital transformation.
With our focus on high-growth verticals, we continue to see great momentum in Data Solutions, which is growing with the acceleration of AI and high-performance computing, driving demand for our liquid cooling offerings. Data Solutions grew more than 20% last year and now represents more than $450 million in sales. Within new products and innovation, we had a record year, launching more than 95 new products and achieving a new product vitality of 22%. We completed two strategic acquisitions; ECM Industries, which complemented our electrical power connection and grounding solutions portfolio, and TEXA Industries, which strengthened our position with industrial air conditioners and advanced cooling technologies. With both our acquisitions and our organic growth strategy, we are focused on global growth that brings our innovative products and solutions to customers around the world. Our strategy along with our Spark Management system and our Win Right values are driving our strong performance.
Building a More Sustainable and Electrified World
Electrification, sustainability, and digitalization are changing our world. With our innovation and decades of industry expertise, we are well positioned to meet the demands of a more electrified world and help our customers drive a more sustainable future. Our Enclosures solutions play a pivotal role in protecting electronics and data across mission-critical applications. From liquid cooling and power distribution in data centers, to critical applications in energy storage and industrial automation, we improve reliability and energy efficiency for our customers. Our Electrical and Fastening Solutions offer resilient and labor-saving solutions that reduce installation time and improve end-user safety across power utilities, smart buildings, renewable energy and e-mobility applications. And our Thermal Management solutions provides heat management and controls that are critical in the energy transition for liquefied natural gas, bio fuels, hydrogen, and carbon capture applications.
Environmental, Social, and Governance (ESG) Progress
ESG is core to our business strategy and how we operate. Last year we made significant progress across our ESG focus areas of People, Products, Planet, and Governance. In 2023 we were awarded our first gold sustainability rating from EcoVadis, placing us in the top 3% of companies assessed in our industry and the 93rd percentile of all businesses assessed. We also are very proud that we were recognized by Ethisphere as one of the 2024 World’s Most Ethical Companies®, demonstrating our commitment to integrity, which is one of our core values at nVent. Additionally, we were recognized as one of America’s Greenest Companies 2024 by Newsweek, named to the 2023 Fortune Best Workplaces in Manufacturing & Production List, and a finalist for the 2023 NACD Diversity, Equity, and Inclusion Award. We believe our people and culture are a differentiator. Our new products and innovation are key to building a more sustainable and electrified world and we are committed to protecting our natural resources through responsible energy, waste and water management.
Looking Ahead
I am very proud of what we’ve accomplished in our first five years, but I am even more excited for the opportunities ahead of us. We are well positioned to grow with the electrification of everything and sustainability and digitalization trends. At nVent, we are building a more sustainable and electrified world. Our future is bright!
Environmental, Social and Governance (ESG)
At nVent, we connect and protect our customers with inventive electrical solutions. We believe that safer systems ensure a more secure world. With this at the center of our mission, we embrace the opportunity and the responsibility in our role as an engaged corporate citizen. We are committed to continuously improving our ESG efforts and communicating with our stakeholders on our progress. We live ESG every day through our employees, our operations and our communities, and it is an integrated part of our strategy. We believe our commitment to ESG and continuous improvement will guide us toward a more sustainable future.
We conducted our first ESG materiality assessment in 2019, and the feedback we received from both internal and external stakeholders helped us focus on how we can make a meaningful impact in our world. Based on these key insights, we developed our three pillars — People, Products and Planet. We believe our goals within these three pillars demonstrate our commitment to ESG.
We are driving a culture focused on inclusion, diversity, employee engagement, safety and integrity. We are developing innovative solutions that deliver efficiency, safety and reduced resource consumption, creating a more sustainable future. We are operating with responsible energy, waste and water management practices to help protect natural resources.
We expect to release our next report in the second quarter of 2024 covering our initiatives and progress during 2023.
Environmental, Social and Governance (ESG)
2023 ESG Highlights
| | | People At nVent, our people are at the core of our nearly 9,000business. We believe our culture is a differentiator and fosters an environment where our employees globally. It takes tremendous effort, resiliencecan bring bold ideas, be authentic and collaboration to stand upbuild the future of a new company –more sustainable and electrified world. Promoting a high-performance growth company – and we did so with great success. Since the launch, we’ve made significant progress delivering accelerating sequential growth, executing onculture of inclusion is a cornerstone of our strategy and driving a focus as One nVentis woven throughout our organization. We believe that diverse perspectives are key to scale our capability.STARTING WITH A GREAT LEGACY
Our business has a long history of innovation, which is why we chose the name “nVent”company’s ability to innovate for our customers and grow. We provide an inclusive work environment that drives innovation, connection and growth for our employees.
We are committed to maintaining a healthy and safe work environment for our employees and preventing workplace injuries. We use a safety model based on three pillars: management commitment, controlled hazards and employee engagement. Around the world, our safety leaders work with employees to reduce risks and injuries. We value diversity in our workforce, supplier base and customers. As a global company, we believe that diversity contributes to the success of our business. We seek business partners, suppliers and contractors who share our commitment to socially responsible business practices. Our Supplier Diversity Program helps ensure our competitive supplier selection processes include diverse suppliers. Supporting our communities is part of our culture and values. Through the nVent Foundation and our broader nVent in Action program, we empower our employees to give to the causes they care about. We celebrate and support nVent employees around the world making their communities stronger by sharing their time, talents and resources with those in need. | | | | 2023 Highlights •
We were named in the 2023 Bloomberg Gender-Equality Index for our commitment to transparency in gender-data reporting •
We earned a Great Place to WorkTM Certification for 2023-2024 •
We were named to the 2023 Fortune Best Workplaces in Manufacturing & Production List •
We improved our employee safety total recordable incident rate* •
We made progress toward our goal to increase representation of women in management globally* *
Does not include 2023 acquisitions | | |
Environmental, Social and Governance (ESG)
| | | Products At nVent, we are building a more sustainable and electrified world. We focus on developing highly differentiated solutions with a measurable ESG impact. We connect and protect with inventive electrical solutions. •
Energy Efficiency: Our solutions improve energy efficiency for our customers. •
Resiliency and Protection: Our solutions add resiliency to critical systems by helping keep them safe from natural and human-made disruptions. •
Customer Productivity: Our solutions reduce labor cost in design and installation, improve utilization and reduce total cost of ownership. •
Lifespan and Serviceability: Our solutions extend the lifespan of our customers’ systems, reducing waste and lowering costs. •
Safety: Our solutions improve end-user safety and help our customers enhance the safety of their operations. •
Eco-Friendly: We support our customers’ sustainability goals by developing environmentally friendly products and solutions. In 2021, we took steps to operationalize ESG into our product development process by introducing a project scoring system along with new definitions, guidelines and procedures. These steps help ensure positive ESG impacts are expected and tracked throughout our new product introduction process — from raw material acquisition to the entire lifespan of the products and solutions we deliver to our customers. | | | | 2023 Highlights •
We achieved our goal to make product environmental data 100% digitally accessible to our customers •
We continued to enhance our ESG definitions and scoring process for our NPI funnel and our entire product portfolio •
We identified a significant percentage of new products in our active NPI funnel with a positive impact in at least one of our three Products ESG categories | | |
| | | Planet At nVent, being a good steward of the environment is integral to how we operate. Innovation, adaptability and our continuous improvement approach allow us to help protect natural resources and provide value to our customers and the communities where we live and work. Working to improve our environmental impact is a priority throughout our company. We haveare committed to helping protect our natural resources through: •
Responsible Energy Management: We use smart conservation measures to drive reductions in energy use. •
Reducing Greenhouse Gas Emissions: We invest in renewable energy and take steps to improve operational efficiency to decrease our carbon emissions. •
Reducing Water Consumption: We aim to reduce our water consumption through water reuse and more efficient processes. •
Reducing and Diverting Waste: We track waste at all of our manufacturing sites and develop plans to reduce it. | | | | 2023 Highlights •
We achieved a powerful portfoliogold sustainability rating from EcoVadis in 2023 for our strong ESG performance, placing us in the top 3 percent of brands including CADDY, ERICO, HOFFMAN, RAYCHEM, SCHROFFcompanies assessed in our industry* •
We were named one of America’s Greenest Companies 2024 by Newsweek and TRACER, which along withPlant-A Insights Group •
We continued to drive reductions in our talented people are deliveringgreenhouse gas emissions through investments in renewable energy and operational efficiencies *
EcoVadis is a third-party entity that evaluates companies on our mission. a complex scale of ESG factors | | |
Environmental, Social and Governance (ESG)
| | | Governance At nVent, we believe that safer systems ensure a more secure world. We connectgood governance sets the foundation for success and protectis key to driving our customersESG strategy forward. Our six Win Right Values — Absolute Integrity, Customer First, Positive Energy, Innovation and Adaptability, Respect and Teamwork, and Accountability for Performance — guide our behaviors and actions. Our values reflect how we do business and interact with inventive electrical solutions.those around us, and they are central to our success. Our values are reflected in our Code of Business Conduct and Ethics. We have industry-leading positionspolicies and programs in industrial, commercial, residential, energy and infrastructure and will continueplace to launch innovative new products, while focusing on improving the customer experience and expanding our offerings to grow globally. We have attractive margins, strong cash flow generation and compelling opportunities for long-term growth.STRATEGY
Our nVent strategy centers on growth. We fuel our growth with innovation, productivity and velocity. guide employees in ethical business conduct.
We are focused on penetrationcommitted to upholding and protecting human rights, as outlined in key verticalsour Human Rights Policy, and developing regions, enabling us to outperform our competitorstreating people with dignity and grow faster thanrespect in the industry. A key part of our strategy,workplace and critical to our success, is to align our team as One nVent. Our aim is to scale our capabilities acrossin the enterprise, and we’re making great progress. We’re driving customer and channel relationships across nVent.communities where we do business. We are focusing on key verticals like Commercial, Industrial,diligent about selecting suppliers that align with our expectations for high ethical standards related to human rights, worker safety and Infrastructure with dedicated teams sellingenvironmental responsibility. | | | | 2023 Highlights •
We were named as one of the complete nVent portfolio. We’re building our digital capability across the enterprise to drive ease throughout the customer experience while also improving our employee experience. 2024 World’s Most Ethical Companies by Ethisphere •
We continue to accelerate innovation, launching many new products and connected solutions. We are focusedtrained 100% of professional employees on our key growth initiatives which are already delivering results. InCode of Business Conduct and Ethics •
We updated our first eight months as a public company, our growth accelerated every quarter. We generated strong free cash flowSupplier Code of over $300 millionConduct to embed additional ESG considerations | | |
Shareholder Engagement
Understanding the issues our shareholders care about is critical to good governance. We have worked to establish a robust engagement program so that we continuously receive shareholder input regarding our financial performance, strategy, capital allocation, executive compensation, environmental, social and governance matters, and other topics that are front-of-mind for our shareholders.
All year, we participate in investor conferences and events, and regularly engage with shareholders to understand their perspectives and areas of focus.
In the fall of 2023, we invited shareholders representing over half of our outstanding shares to engage with us, and we held calls with shareholders representing approximately 26% of our outstanding shares.* Details regarding our fall outreach efforts are presented below:
| Total engaged | | | Directors engaged | | | 2023 engagement topics included | |
| 26% of O/S* | | | 100% of calls | | | •
ESG, including Scope 1, 2 and returned about $120 million to shareholders.SPARK
Our new3 emissions and
nVent’s materiality assessment process
•
Board oversight of risk •
Board composition and diversity •
Business ethics •
Inclusion and diversity •
Human capital management system defines how we operate. The five elements of Spark are People; Growth; Lean Enterprise; Digital; and Velocity. People are listed first, because they are at the core of Spark. We’re focused on building a strong culture at nVent, one that includes development opportunities and a respectful workplace that celebrates diversity and inclusion – a place where people want to grow their careers. We conducted our first employee •
Shareholder engagement survey to help us create a better future.We are building Growth capabilities across nVent and expanding our Lean focus to improve end to end business processes across the enterprise. Digital is key for our future. We want to improve customer and employee experiences and build capabilities to improve our products and services. Velocity is tied to our Lean and Digital efforts. It is also critical in accelerating innovation and building a responsive, flexible organization. Spark is how we work and will help us succeed as a high performance growth company.
OUR FUTURE
Reflecting on our first eight months as nVent, I could not be more proud of what we have accomplished in a short time. We are gaining momentum on executing our strategy and we believe the opportunities ahead of us are tremendous. I am inspired by the dedicated and talented people at nVent, who focus on our customers every day, striving to deliver not only inventive products and solutions but a great customer experience. We are unifying as One nVent and accelerating our capability and performance. I am confident in our ability to create value for our customers, employees and shareholders as we continue our journey as a new company.
I’m grateful to you for your support, trust and confidence in our future.
•
Executive compensation | | 
Beth A. Wozniak
Chief Executive Officer |
2
*
nVent outstanding shares and shareholder ownership are as of the time of fall outreach, which reflects June 30, 2023 data. Shareholder ownership is based on publicly disclosed ownership.
Notice of Annual General Meeting of Shareholders
To Be Held May
10, 201917, 2024
Our Annual General Meeting of Shareholders will be held at the Four Seasons Hotel, Hamilton Place,The Lanesborough London, Hyde Park Lane,Corner, London, England, W1J 7DR,SW1X 7TA, United Kingdom, on Friday, May 10, 2019,17, 2024, at 8:00 a.m. local time,British Summer Time, to consider and vote upon the following proposals:| Voting Matters | | Board
Recommendation | | Vote
Required | | Page
Reference |
| 1. | By Separate Resolutions, Re-Election of Director Nominees: ●Brian M. Baldwin ●Jerry W. Burris ●Susan M. Cameron ●Michael L. Ducker ●David H.Y. Ho ●Randall J. Hogan ●Ronald L. Merriman ●William T. Monahan ●Herbert K. Parker ●Beth Wozniak |
| FOR
each nominee | | Majority of votes cast | | 10 |
| 2. | Approve, by Non-Binding Advisory Vote, the Compensation of the Named Executive Officers | | FOR | | Majority of votes cast | | 25 |
| 3. | Recommend, by Non-Binding Advisory Vote, the Frequency of Advisory Votes on the Compensation of Named Executive Officers | | ONE YEAR | | Alternative receiving greatest number of votes cast | | 54 |
| 4. | Ratify, by Non-Binding Advisory Vote, the Appointment of Deloitte & Touche LLP as the Independent Auditor and Authorize, by Binding Vote, the Audit and Finance Committee to Set the Auditors’ Remuneration | | FOR | | Majority of votes cast | | 55 |
| 5. | Authorize the Price Range at which nVent Electric plc can Re-Allot Treasury Shares | | FOR | | 75% of votes cast | | 58 |
proposals; provided that if we are unable to hold the meeting at this location, date and/or time, it will be held at an alternative location, date and/or time that we will publicly announce:
| | 1. | | | By Separate Resolutions, Election of the Following Director Nominees: | |
| | | | | i.
Sherry A. Aaholm ii.
Jerry W. Burris iii.
Susan M. Cameron iv.
Michael L. Ducker v.
Danita K. Ostling | | | vi.
Nicola Palmer vii.
Herbert K. Parker viii.
Greg Scheu ix.
Beth A. Wozniak | |
| | 2. | | | Approve, by Non-Binding Advisory Vote, the Compensation of the Named Executive Officers | |
| | 3. | | | Ratify, by Non-Binding Advisory Vote, the Appointment of Deloitte & Touche LLP as the Independent Auditor and Authorize, by Binding Vote, the Audit and Finance Committee of the Board of Directors to Set the Auditor’s Remuneration | |
| | 4. | | | Authorize the Board of Directors to Allot and Issue New Shares under Irish Law | |
| | 5. | | | Authorize the Board of Directors to Opt Out of Statutory Preemption Rights under Irish Law | |
| | 6. | | | Authorize the Price Range at which nVent Electric plc Can Re-allot Shares it Holds as Treasury Shares under Irish Law | |
To consider and act on such other business as may properly come before the Annual General Meeting or any adjournment. Proposals 1, 2, 3 and 4 are ordinary resolutions, requiring the approval of a simple majority of the votes cast at the meeting. A plurality of the votes cast for Proposal 3 will be the frequency of the advisory vote on executive compensation that shareholdersProposals 5 and 6 are deemed to have approved. Proposal 5 is a special resolution,resolutions, requiring the approval of not less than 75% of the votes cast.cast at the meeting.
Only shareholders of record as of the close of business on March 15, 201920, 2024 are entitled to receive notice of and to vote at the Annual General Meeting. If you are a shareholder entitled to attend, speak and vote at the Annual General Meeting, you are entitled to appoint a proxy or proxies to attend, speak and vote on your behalf. A proxy need not be a shareholder. If you wish to appoint as proxy any person other than the individuals specified on the proxy card, please contact our Corporate Secretary at our registered office.office or deliver to the Corporate Secretary at our registered office a proxy card in the form set out in section 184 of the Irish Companies Act 2014; please also note that your nominated proxy must attend the Annual General Meeting in person in order for your vote to be cast.
At the Annual General Meeting, management will review nVent Electric plc’s affairs and will also present nVent Electric plc’s Irish statutory financial statements for the fiscal year ended December 31, 2023 and the reports of the directors and the statutory auditors thereon.
By Order of the Board of Directors,
Jon Lammers
Corporate Secretary
March 26, 2019
April 2, 2024
Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on May
10, 2019.17, 2024. The Annual Report, Notice of Annual General Meeting, Proxy Statement and Irish
Statutory Financial Statements and Related Reports are available by Internet at
www.proxyvote.com.www.proxyvote.com.
Shareholders in Ireland may participate in the Annual General Meeting by audio link at the offices of Arthur Cox, Ten Earlsfort Terrace, Dublin 2, Ireland, at 8:00 a.m. local time.Irish Standard Time. See “Questions and Answers About the Annual General Meeting and Voting” for further information on participating in the Annual General Meeting in Ireland.
| | | | | Where The Lanesborough London,
Hyde Park Corner, London, SW1X 7TA, United Kingdom | |
 | Where
Four Seasons Hotel,
Hamilton Place, Park Lane,
London, England, W1J 7DR
|
 | | | When
Friday, May 10, 2019,
17, 2024,
8:00 a.m. local timeBritish Summer Time | |
Whether or not you plan to attend, we encourage you to vote your shares by submitting a proxy as soon as possible, AND IN ANY EVENT AT LEAST 48 HOURS BEFORE THE ANNUAL GENERAL MEETING. IF YOU PLAN TO SUBMIT A PROXY, YOU MUST SUBMIT YOUR PROXY BY INTERNET OR TELEPHONE, OR YOUR PRINTED PROXY CARD MUST BE RECEIVED AT THE ADDRESS STATED ON THE CARD, BY NO LATER THAN 8:00 A.M. LOCAL TIME (3:00 A.M. EASTERN DAYLIGHT TIME) ONMAY 8, 2019.
 | Whether or not you plan to attend, we encourage you to vote your shares by submitting a proxy as soon as possible. IF YOU PLAN TO SUBMIT A PROXY, YOU MUST SUBMIT YOUR PROXY BY INTERNET OR TELEPHONE, OR YOUR PRINTED PROXY CARD MUST BE RECEIVED AT THE ADDRESS STATED ON THE CARD, BY NO LATER THAN 11:59 P.M. EASTERN DAYLIGHT TIME ON MAY 15, 2024 (4:59 A.M. BRITISH SUMMER TIME ON MAY 16, 2024) OR, IF YOU ARE A BENEFICIAL OWNER, SUCH EARLIER TIME AS YOUR BANK, BROKER-DEALER, BROKERAGE FIRM, OR NOMINEE MAY REQUIRE. | |
| | | | | By Internet
You can vote over the internet atwww.proxyvote.com. | |
 |
| | | By Telephone
You can vote by telephone from the United States or Canada by calling the telephone number on the proxy card. | |
 |
| | | By Mail
You can vote by mail by marking, signing and dating your proxy card or voting instruction form and returning it in the postage-paid envelope, which will then be forwarded to nVent Electric plc’s registered address electronically. | |
 |
| | | Vote in Person
If you plan to attend the Annual General Meeting and wish to vote your ordinary shares in person, we will give you a ballot paper at the meeting. | |
2019
Proxy Statement
3
Table for the Annual General Meeting
of Contents
Proxy Statement for the Annual General Meeting of Shareholders of nVent Electric plc to be held on Friday, May 10, 2019 |
Shareholders of nVent Electric plc to be held
on Friday, May 17, 2024
This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information you should consider, and you should read the entire proxy statement before voting.The Separation
On Proxy materials are being made available on or about April 30, 2018,2, 2024 to our shareholders entitled to vote at the separation of our company from Pentair plc (“Pentair”) into two publicly traded companies was completed (the “Separation”).
Annual General Meeting. Voting Matters and Recommendations
| Proposal | | | Board
Recommendation | | | Vote
Required | | | Page
Reference | |
Proposal
1
| Re-Election1.
Election of Director Nominees
|
| | FOR
each nominee | | | Majority of
votes cast | | | 14 | |
|  | The Board recommends a vote FOR each Director nominee |  | Page 10 |
Board and Governance Highlights
Director Nominees
| | | | | | Committee Memberships |
Name | | Director Since | | Independent | | Audit and Finance | | Compensation | | Governance |
Brian M. Baldwin,36 | | 2018 | |  | | | | ● | | ● |
Jerry W. Burris,55 | | 2018 | | | | | | ◉ | | ● |
Susan M. Cameron,60 | | 2018 | | | | ● | | | | |
Michael L. Ducker,65 | | 2018 | | | | | | ● | | ● |
David H.Y. Ho,59 | | 2018 | | | | | | ● | | ◉ |
Randall J. Hogan,63 | | 2018 | | | | | | | | |
Ronald L. Merriman,74 | | 2018 | | | | ◉ | | | | |
William T. Monahan,71 | | 2018 | | | | ● | | | | |
Herbert K. Parker,60 | | 2018 | | | | ● | | | | |
Beth Wozniak (CEO),54 | | 2018 | | | | | | | | |
Committee Member: | | ● | Committee Chair: | | ◉ |
4 nVent Electric plc
2.
Table of Contents
Proxy Summary
Board Overview
Directors are chosen with a view to bringing to the Board a variety of rich financial and management experience and backgrounds and establishing a core of business advisers with financial and management expertise.
|
<1one year tenure(1) | 50%are diverse
 | 8of10are independent directors
| 60%have CEO experience
|
(1) | Our director nominees’ average tenure is calculated by full years of completed service based on date of initial appointment to our Board. |
|
Proposal
2
| Approve, by Non-Binding Advisory Vote, the Compensation of the Named Executive Officers |
| | FOR | | | Majority of
votes cast | | | 33 | |
3.
Ratify, by Non-Binding Advisory Vote, the Appointment of Deloitte & Touche LLP as the Independent Auditor and Authorize, by Binding Vote, the Audit and Finance Committee to Set the Auditor’s Remuneration | | The | FOR | | | Majority of
votes cast | | | 65 | |
4.
Authorize the Board recommends a vote FOR approval of Directors to Allot and Issue New Shares under Irish Law | | | FOR | | | Majority of
votes cast | | | 68 | |
5.
Authorize the compensationBoard of Directors to Opt Out of Statutory Preemption Rights under Irish Law | | | FOR | | | 75% of
votes cast | | | 69 | |
6.
Authorize the Named Executive OfficersPrice Range at which nVent Electric plc Can Re-Allot Treasury Shares under Irish Law | | Page 25 | FOR | | | 75% of
votes cast | | | 70 | |
Board and Governance Highlights
Director Nominees
For the 2024 Annual General Meeting, our Board has recommended the following director nominees.
| | | | | | | | | | | Committee Memberships | | | | | | | | |
| Name, Age | | | Director
Since | | | Independent | | | | Audit and
Finance | | | Compensation and
Human Capital | | | Governance
and Social
Responsibility | | | | Gender
Diversity | | | Racial
Diversity | |
Sherry A. Aaholm,61 | | | 2023 | | | | | | | | | | | | | | | | | | | | | |
Jerry W. Burris,60 | | | 2018 | | | | | | | | | | | | | | | | | | | | | |
Susan M. Cameron,65 | | | 2018 | | | | | | | | | | | | | | | | | | | | | |
Michael L. Ducker,70 | | | 2018 | | | | | | | | | | | | | | | | | | | | | |
Danita K. Ostling,63 | | | 2022 | | | | | | | | | | | | | | | | | | | | | |
Nicola Palmer,56 | | | 2020 | | | | | | | | | | ![[MISSING IMAGE: ic_committeemember-pn.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-24-042517/ic_committeemember-pn.jpg) * | | | * | | | | | | | | |
Herbert K. Parker,65 | | | 2018 | | | | | | | | | | | | | | | | | | | | | |
Greg Scheu,62 | | | 2021 | | | | | | | | | | | | | | | | | | | | | |
Beth A. Wozniak (CEO),59 | | | 2018 | | | | | | | | | | | | | | | | | | | | | |
Committee Member: Committee Chair: ![[MISSING IMAGE: ic_committeechair-pn.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-24-042517/ic_committeechair-pn.jpg)
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Upon completion of the 2024 Annual General Meeting, Ms. Palmer will join the Compensation and Human Capital Committee and the Governance and Social Responsibility, and leave the Audit and Finance Committee.
Overview of the Board
Our Board of Directors (our “Board”) considers a variety of factors described below under “Director Qualifications, Diversity and Tenure” when assessing the qualifications of Board nominees. Eight of our nine nominees are independent, and four have CEO experience. Two of our Board Committee chairs are racially diverse, and our lead director is gender diverse.
At nVent, we believe that diversity extends beyond age, race and gender. In 2024, our Board conducted a voluntary self-identification exercise for additional dimensions of diversity including disability status, status as a veteran or spouse of a veteran, and LGBTQ+ status. Four of our Director nominees identified with one or more of these characteristics, which we believe enhances the impact our Board is able to bring due to their varying experiences. When considering these additional dimensions of diversity in addition to race and gender, eight of our nine Director nominees are diverse.
(1)
Our director nominees’ average tenure is calculated by full years of completed service based on date of initial appointment or election to our Board.
| | Board Independence and Diversity | | | Other Governance Practices | |
| | •
All Directors are independent, except our Chair •
Independent Lead Director with robust responsibilities set forth in our Corporate Governance Principles •
Independent Directors meet without management present •
Four new Directors added in the last four years •
Diversity in Board leadership •
Board Chair •
Two Committee Chairs •
Independent Lead Director Board Performance •
Engaged Board with 100% average meeting attendance •
Annual Board and Committee self-assessments Shareholder Rights •
Proxy access for Director nominees •
No poison pill | | | •
Stock ownership requirements for officers and Directors •
Code of Ethics for Directors, officers and employees •
Annual ethics training for employees, officers and Directors •
Anti-hedging and anti-pledging policies •
Formal Director orientation and Director continuing education programs •
Active shareholder outreach and engagement with Director participation •
Limitations on the number of public company boards on which Directors may serve •
Annual ESG reporting •
Board and Committee oversight of ESG, risk and cybersecurity matters •
Regular Board updates on key areas of strategy and risk | |
Executive Compensation Highlights These executive compensation highlights should be read in connection with the Executive Compensation section of this Proxy Statement, including the Compensation Discussion and Analysis section (see page 27)35).
Our Compensation Philosophy The Compensation and Human Capital Committee believes that the most effective executive compensation program aligns executive initiatives with shareholders’ economic interests. The Committee seeks to accomplish this by rewarding the achievement of specific annual and long-term and strategic goals that create lasting shareholder value. The Committee’s specific objectives include:● | to motivate and reward executives for achieving annual and long-term financial objectives; |
● | to align management and shareholder interests by encouraging employee stock ownership; |
● | to provide rewards commensurate with individual and company performance; |
● | to encourage growth and innovation; and |
● | to attract and retain top-quality executives and key employees. |
•
to motivate and reward executives for achieving annual and long-term financial objectives;
•
to align management and shareholder interests by encouraging employee stock ownership;
•
to provide rewards commensurate with individual and company performance;
•
to encourage growth and innovation; and
•
to attract and retain top-quality executives and key employees.
To balance these objectives, our executive compensation program uses the following direct compensation elements:● | base salary, to provide fixed compensation competitive in the marketplace; |
● | annual incentive compensation, to reward short-term performance against specific financial targets and individual goals; and |
● | long-term incentive compensation, to link management incentives to long-term value creation and shareholder return. |
2019 Proxy Statement 5
•
Table of Contents
Proxy Summary
base salary, to provide fixed compensation competitive in the marketplace;
•
annual incentive compensation, to reward short-term performance against specific financial targets; and
•
long-term incentive compensation, to link management incentives to long-term value creation and shareholder return.
The Compensation and Human Capital Committee reviews total compensation for executive officers and the relative levels of each of these forms of compensation against the Committee’s goals. The mix of total direct compensation (shown at target) for 20182023 for our Chair and Chief Executive Officer and the average of the other executive officers named in the Summary Compensation Table below (our “Named Executive Officers”) is shown in the charts below.2018 Target Direct Compensation Mix | |
| |
CEO | Other NEOs |
 |  |
|
Proposal
3
| Recommend, by Non-Binding Advisory Vote, the Frequency of Advisory Votes on the Compensation of Named Executive Officers
|
|
| | The Board recommends a vote ofONE YEAR on frequency of future non-binding advisory votes on compensation of Named Executive Officers | | Page 54 |
|
Proposal
4
| Ratify, by Non-Binding Advisory Vote, the Appointment of Independent Auditors and Authorize, by Binding Vote, the Audit and Finance Committee to Set the Auditors’ Remuneration
|
|
| | The Board recommends a voteFOR the ratification of the appointment of Deloitte & Touche LLP as the independent auditor of nVent Electric plc and the authorization of the Audit and Finance Committee to set the auditor’s remuneration | | Page 55 |
6
2023 Target Direct Compensation Mix
Table of ContentsProxy Summary
|
Proposal
5
| Authorize the Price Range at which nVent Electric plc can Re-allot Treasury Shares
|
|
| | The Board recommends a voteFOR the authorization of the price range at which nVent Electric plc can re-allot shares it holds as treasury shares under Irish law | | Page 58 |
At the Annual General Meeting, management will review nVent Electric plc’s affairs and will also present nVent Electric plc’s Irish statutory financial statements for the fiscal year ended December 31, 2018 and the report of the statutory auditors thereon.
2019 Proxy Statement 7
Table of Contents
Table of Contents
| | Proposal 1 | | | Elect Director Nominees | |
Proposal
1
| Re-Elect Director Nominees
|
|
| | | | | | The Board recommends a voteFOR each Director nominee | | |
Our Board currently has ten members. On the recommendation of the Governance and Social Responsibility Committee, the Board has nominated alleach of our current directorsthe nine individuals named below for re-electionelection for a one-year term expiring on completion of the 20202025 Annual General Meeting and determined that effective simultaneously with the conclusion of the 2024 Annual General Meeting, the size of the Board will be set at nine directors. The term of Randall J. Hogan, a current Director, will expire at the 2024 Annual General Meeting. If any of the nominees should become unable to accept re-election,election, the proxies named on the proxy card may vote for other persons selected by the Board. Management has no reason to believe that any of the nominees named abovebelow will be unable to serve his or her full term if elected. Biographies of the director nominees follow. These biographies include for each director their ages (as of the date of the filing of this Proxy Statement); their business experience; thetheir publicly held directorships and somecertain other organizations of which they are, or have been within the past five years, directors; and a discussion of the specific experience, qualifications, attributes or skills that led to the conclusion that each should serve as a director. The resolutions in respect of this Proposal 1 are ordinary resolutions. The text of the resolutions in respect of Proposal 1 are as follows: “IT IS RESOLVED, by separate ordinary resolutions, to re-electelect the following tennine director nominees for a term expiring on completion of the 20202025 Annual General Meeting:(i) | Brian M. Baldwin | (vi) | Randall J. Hogan |
(ii) | Jerry W. Burris | (vii) | Ronald L. Merriman |
(iii) | Susan M. Cameron | (viii) | William T. Monahan |
(iv) | Michael L. Ducker | (ix) | Herbert K. Parker |
(v) | David H.Y. Ho | (x) | Beth Wozniak.” |
Sherry A. Aaholm, Jerry W. Burris, Susan M. Cameron, Michael L. Ducker, Danita K. Ostling, Nicola Palmer, Herbert K. Parker, Greg Scheu, and Beth A. Wozniak.”
Under our Articles of Association, the re-electionelection of each director nominee at this meeting requires the affirmative vote of a majority of the votes cast in person or by proxy at the Annual General Meeting. A nominee who does not receive a majority of the votes cast in an uncontested election will not be elected to our Board. Your proxies cannot be voted for a greater number of persons than the number of nominees named in this Proxy Statement.
|
| | | | The Board recommends a voteFORre-election election of each Director nominee. | |
10 nVent Electric plc
Director Nominees Standing for Re-ElectionElection
Brian M. BaldwinSherry A. Aaholm |
| |
Director since2018
Age36
Independent
Committees
 Compensation Governance![[MISSING IMAGE: ph_sherryaaaholm-4clr.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-24-042517/ph_sherryaaaholm-4clr.jpg) | Mr. Baldwin
| | Ms. Aaholmis a Partnerthe Vice President and Senior AnalystChief Digital Officer of Trian Fund Management, L.P.Cummins, Inc., a multi-billion dollar investment management firm,global power leader that designs, manufactures, distributes and heservices diesel, natural gas, electric and hybrid powertrains and powertrain-related components, having served in that role since 2021. Previously, she served as Vice President – Chief Information Officer of Cummins, Inc. from 2013 to 2021, and prior to that she served as Executive Vice President, Information Technology of FedEx Services from 1999 to 2012. Ms. Aaholm has over three decades of experience overseeing mission-critical information systems and a depth of experience in technology, cyber and information security, and development of digital and prognostic solutions for manufacturing and physical products. Ms. Aaholm also earned a graduate degree in sustainability. Ms. Aaholm has served as a member of the investment team of Trian since August 2007. From 2015 until the Separation, Mr. Baldwin attended meetings ofon the board of directors of Pentair plcOld Dominion Freight Line, Inc. since 2018. Qualifications: Ms. Aaholm brings to our Board her decades of experience overseeing mission-critical information systems and her extensive experience in an observer capacity. Astechnology and cyber and information security, and development of digital/Internet of Things. Ms. Aaholm also holds a senior membergraduate degree in sustainability and our Board benefits from her wealth of Trian’s investment team, he has worked with numerous public companies to implement operational, strategic,knowledge in this area. | |
Director since 2023 Age 61 Independent | |
| Committees | |
| | | Audit and corporate governance improvements. Prior to joining Trian, Mr. Baldwin was an analyst at Merrill Lynch Global Private Equity from 2005 to 2007.Qualifications:Mr. Baldwin brings expertise in the areas ofcorporate strategy development,investment in companies, finance, accounting,mergers & acquisitionsand thebroader industrial sector.
Finance | |
| Jerry W. Burris |
| |
Director since2018
Age55
Independent
Committees
Compensation(Chair) Governance![[MISSING IMAGE: ph_jerrywburris-4clr.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-24-042517/ph_jerrywburris-4clr.jpg) | | | Mr. Burrisis the President and Chief Executive Officer of Midwest Can Company, a manufacturer of portable fuel cans and specialty containers, a position he has held since May 2018. Mr. Burris served as President and Chief Executive Officer of Associated Materials Group, Inc., a manufacturer of professionally installed exterior building products, from 2011 to 2014. Prior to that, he served as President, Precision Components of Barnes Group Inc., and was the President of Barnes Industrial, a global precision components business within Barnes Group. Prior to joining Barnes Group, Mr. Burris held a number of senior management positions at General Electric including President and Chief Executive Officer of Advanced Materials Quartz and Ceramics; General Manager of Global Services at GE Healthcare; head of global supply chain sourcing with GE Industrial Systems and Honeywell Integration. During his time with GE, Mr. Burris iswas also an active leader of GE’s African American Forum. Mr. Burris has served as a director of Schramm, Inc., a portfolio company of GenNx360 Capital Partners, Midwest Can Company since 2017 and Fifth Third BancorpMohawk Industries, Inc., a global flooring manufacturer, since 2016. In2022. During the past five years, heMr. Burris also previously served as a director of Pentair plc.Fifth Third Bancorp. Qualifications:Mr. Burris brings to our Board significantexecutive leadership experiencein management ofglobal manufacturing operationsand related processes, such assupply chain management,management, quality control and product development. Mr. Burris also provides our Board with insight intooperating best practicesand current developments in a variety of management contexts. | |
Director since 2018 Age 60 Independent | |
| Committees: | |
| | | Compensation
and Human Capital (Chair) | |
| | | Governance and Social Responsibility | |
2019 Proxy Statement 11
| Susan M. Cameron (Lead Director) |
| |
Director since2018
Age60
Independent
Committees
 Audit and Finance![[MISSING IMAGE: ph_susanmcameron-4clr.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-24-042517/ph_susanmcameron-4clr.jpg) | | | Ms. Cameronis the retired Chairman and Chief Executive Officer of Reynolds American Inc., a publicly-traded tobacco company, where she served as its Non-Executive Chairman from May 2017 to July 2017, its Executive Chairman from January 2017 to May 2017, and its Chief Executive Officer and member of the Board of Directors from 2014 to 2016. Prior to that, she served as President and Chief Executive Officer from 2004 to 2011 and as a member of its BoardReynolds American Inc.’s board of Directorsdirectors from 2006 to 2011. Prior to joining Reynolds American Inc., Ms. Cameron held various marketing, management and executive positions at Brown & Williamson Tobacco Corporation, a U.S. tobacco company. Ms. Cameron has served as a director of Aramark since 2019, as a director of Tupperware Brands Corporation since 2011. In2011 and the past five years, Ms. Cameron has also served as a directorNon-Executive Chairman of Reynolds American Inc., and R.R. Donnelley & Sons Company.Tupperware Brands Corporation since 2019. Qualifications:Ms. Cameron has considerable experience in the executive leadership and marketing functions of a public company. Ms. Cameron also brings to our Board strong leadership skills,marketing and brand leadershipexpertise, risk management and business continuity experience, and essential insights and perspectives regarding the strategic andoperational opportunities and challenges of a global manufacturing business. | |
Director since 2018 Age 65 Independent | |
| Committees: | |
| | | Compensation and Human Capital | |
| | | Governance and Social Responsibility | |
| Michael L. Ducker |
| |
Director since2018
Age65
Independent
Committees
Compensation Governance![[MISSING IMAGE: ph_michaellducker-4clr.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-24-042517/ph_michaellducker-4clr.jpg) | | | Mr. Duckeris the retired President and Chief Executive Officer of FedEx Freight, a segment of FedEx Corporation, a global provider of supply chain, transportation, business and related information services, having served from 2015 to 2018. From 2009 to 2015 he held the positions of Executive Vice President and Chief Operating Officer and President of International for FedEx Express, a segment of FedEx Corporation, and prior to that he held various executive and management positions with FedEx Express.Express including serving as president of FedEx Express Asia Pacific in Hong Kong and leading the Southeast Asia and Middle East regions from Singapore, as well as Southern Europe from Milan, Italy. Mr. Ducker has served as a director of International Flavors & Fragrances Inc. since 2014, and also serves as a director of Amway Corporation, a privately held direct selling business. During the past five years, Mr. Ducker also previously served as a director of U.S. Xpress Enterprises, Inc. and International Flavors & Fragrances Inc. Qualifications:Mr. Ducker’s significant seniorexecutive and international experiencecoupled with his extensive expertise incomplex global operations and logisticscomplements the strength of our Board. Mr. Ducker’s prior experience as Chief Executive Officer of FedEx Freight provides him with knowledge of a number of important areas, including leadership,risk assessment,and operational issuesissues. |
12 nVent Electric plc
Table of Contents
Proposal 1
David H. Y. Ho |
| |
Director since2018
Age59
Independent CommitteesAge 70
Compensation Governance(Chair)Independent | Mr. Hois Chairman
|
| Committees: | |
| | | Compensation and founder of Kiina Investment Limited, a venture capital firm that invests in start-up companies in the technology, media,Human
Capital | |
| | | Governance and telecommunications industries. Mr. Ho served as Chairman of the Greater China Region for Nokia Siemens Networks, a telecommunications infrastructure company thatSocial Responsibility (Chair) | |
| Danita K. Ostling | |
| | | Ms. Ostling is a joint venture between Finland-based Nokia Corporationformer partner and Germany-based Siemens AG from 2007 to 2008. Before that, Mr. Hosenior leader at Ernst & Young LLP, or EY, having served in various capacitiesleadership roles from 1999 until her retirement in 2021. Ms. Ostling served a broad spectrum of publicly traded and privately held clients on complex issues in accounting, auditing, risk, regulatory and securities registrations. Ms. Ostling’s career with EY spanned 32 years and included serving as the Professional Practice Director for Nokia China Investment Limited, the Chinese operating subsidiary of Nokia Corporation, a multinational telecommunications company. Mr. Ho hasEY’s U.S. East Region from 2015 to 2021, and before that as Deputy Director Global Assurance Professional Practice – Accounting for eight years in London. In addition to her work at EY, Ms. Ostling also served as a director of China COSCO Shipping Corporation, formerly China Ocean Shipping Company,in leadership roles for Citigroup, Inc. and China Mobile Communications Corporation, a Chinese state-owned enterprise, since 2016, and as a director of Dong Fang Electric Corporation from 2009 to 2015. Mr. Hothe Financial Accounting Standards Board, or FASB. Ms. Ostling has served as a director of Qorvo,Circle Internet Financial Limited, a global financial technology firm, since 2021, Varsity Brands, Inc., a privately held American apparel company, since 20182022 and Air ProductsDover Corporation, a diversified global manufacturer and Chemicalssolutions provider, since 2023. Qualifications: Ms. Ostling has extensive expertise in accounting and auditing, with significant experience consulting on complex accounting issues for large global companies and ESG reporting. She also brings to our board her subject matter expertise with respect to accounting and audit standards, risk management and compliance, and evaluation of cybersecurity breaches and potential accounting and financial controls impacts. | |
Director since 2022 Age 63 Independent | |
| Committees: | |
| | | Audit and Finance | |
| Nicola Palmer | |
| | | Ms. Palmer is the retired Chief Technology Ambassador of Verizon Communications, Inc. since 2013. In the past five years, Mr. Ho also, a global provider of technology, communications, information and entertainment products and services, having served in that role from 2022 until her retirement in 2023. Previously she served as a director of Pentair plc.Qualifications:Mr. Ho brings extensive experience and business knowledge ofglobal markets in diversified industries, with a strong track record in establishing and building businesses in China, and management expertise inoperations, mergers, acquisitions and joint venturesin the area.
|
Randall J. Hogan (Chairman) |
|
Director since2018
Age63
Chairman since2018
| Mr. Hoganserves as our non-executive Chairman of the Board. Prior to our separation from Pentair plc, Mr. Hogan served as Pentair plc’s Chief ExecutiveProduct Development Officer from 20012019 to 2022, as Chief Network Engineering Officer and Head of Wireless Networks from 2017 to 2018 and as its ChairmanChief Technology Officer for Verizon Wireless from 20022013 to 2018. Prior to his role as Chief Executive Officer, Mr. Hogan held various leadership2017, after having served in technology roles at Pentair including President and Chief Operating Officer, and Executive Vice President and President of the Electrical and Electronic Enclosures Group. Mr. Hogan also held leadership roles with United Technologies Corporation as President of the Carrier Transicold Division; Pratt & Whitney Industrial Turbines as Vice President and General Manager; General Electric Company in executive positions inincreasing responsibility for Verizon since 2000.Qualifications: With a variety of functions such as marketing,career spanning technology, engineering, operations, service management, product management, and business development, and planning; and McKinsey & Company as a consultant. Mr. Hogan has served as director of Medtronic plc since 2015. In the past five years, Mr. Hogan has also served as a director of Pentair plc and Covidien plc.Qualifications:Mr. Hogan has significant leadership experience both with Pentair plc and predecessor employers demonstrating a wealth ofoperational management, strategic, organizational and business transformation acumen. His deep knowledge of business in general and our businesses, strengths and opportunities in particular, as well as his experience as a director in two othercomplex global public companiesallow him to make significant contributions to our Board.
|
2019 Proxy Statement 13
Table of Contents
Proposal 1
Ronald L. Merriman |
|
Director since2018
Age74
Independent
Committees
Audit and Finance(Chair) | Mr. Merrimanis a retired Vice Chairman and partner of KPMG LLP, a global accounting and consulting firm, where he held various leadership roles from 1967 to 1997. At KPMG LLP, Mr. Merriman served as Vice Chairman of the Executive Management Committee. He also led KPMG’s Global Transportation & Logistics Practice and its Global Healthcare Practice and served as its U.S. Liaison Partner for Asia. More recently, Mr. Merriman founded Merriman Partners, a management advisory firm, in 2003 and served as its managing partner from 2004 to 2011. Prior to that, he served as managing director of O’Melveny & Myers LLP, a global law firm, as Executive Vice President of Carlson Wagonlit Travel, and a President of Ambassador Performance Group, Inc. Mr. Merriman has served as a director of Realty Income Corporation since 2005, and Aircastle Limited since 2006. In the past five years, Mr. Merriman has served as a director of Pentair plc and Haemonetics Corporation.
Qualifications:Mr. Merrimanstrategy/planning, Ms. Palmer has extensive expertise infinancial management building, evolving and accounting,enterprise risk managementinnovating technology products, platforms and operational controlsof multinational companies. Throughout his professional careerservices. She has significant experience in digital business transformation; evaluating acquisitions and public company audit committee experience, he has been exposedinvestments to issues involvingaccountingdrive innovation; and audit standards,cybersecurity, including governance, assessment, control evaluation, security engineering, incident response and on-going business law and corporate ethics.
continuity planning. |
William T. Monahan (Lead Director) |
| |
Director since2018
Age71
Independent 2020 CommitteesAge 56
Audit and FinanceIndependent | Mr. Monahanserves as our Lead Director. Mr. Monahan was Chairman of the board of directors
|
| Committees:* | |
| | | Compensation and Chief Executive Officer of Imation Corporation, a manufacturer of magneticHuman Capital | |
| | | Governance and optical data storage media, from 1995 to 2004. Previously, he served as Group Vice President of 3M Company’s Electro and Communications Group, Senior Managing Director of 3M’s Italy business and Vice President of 3M’s Data Storage Products Division. Mr. Monahan also served as a director and the Interim Chief Executive Officer of Novelis, Inc., a global leader in aluminum rolled products and aluminum can recycling in 2006. Mr. Monahan has served as a director of The Mosaic Company since 2004. In the past five years, Mr. Monahan has served as a director of Pentair plc.Qualifications:Mr. Monahan’s extensive service as a board member and chief executive officer at companies in a number of different industries brings to our Board a wealth ofexecutive and operational leadershipexperience. He has a strong background ininternational operations, financial management, mergers and acquisitions, global marketing and distribution, as well as business to business sales development.
Social Responsibility | |
14
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Upon completion of the 2024 Annual General Meeting, Ms. Palmer will join the Compensation and Human Capital Committee and the Governance and Social Responsibility Committee. She is currently a member of the Audit and Finance Committee.
| Herbert K. Parker |
| |
Director since2018
Age60
Independent
Committees
Audit and Finance![[MISSING IMAGE: ph_herbertkparker-4clr.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-24-042517/ph_herbertkparker-4clr.jpg) | | | Mr. Parkerwas Executive Vice President of Operational Excellence for Harman International Industries, Inc., a worldwide developer, manufacturer and marketer of audio products, lighting solutions and electronic systems, from 2015 to 2017, and was the Executive Vice President and Chief Financial Officer of Harman Industries, Inc. from 2008 to 2014. Previously, Mr. Parker served in various financial positions with ABB Ltd. including as Chief Financial Officer of the Americas region. Mr. Parker began his career as a staff accountant with C-E Systems. Mr. Parker has served as a director of each of Apogee Enterprises Inc., and American Axle & Manufacturing since 2018, and as a director of TriMas Corporation since 2015. Mr. Parker has been appointed to serve as Chairman of the Board at TriMas Corporation effective at the TriMas Corporation 2024 annual meeting of shareholders. Qualifications:Mr. Parker has extensive experience infinancial and asset management, accounting and audit,andSarbanes-Oxley controls and compliancefor public companies. His experience serving as a financial executive with multiple public companies in many different countries has provided him with extensive leadership experience and subject matter expertise in enterpriserisk management, investor relations,operations and international business. |
Beth Wozniak |
| |
Director since2018
Age54 65 Independent | |
| Committees: | |
| | | Audit and Finance (Chair) | |
| Greg Scheu | |
| | | Mr. Scheu is the retired President of the Americas region as well as Head of Group Service and Business Integration of ABB, Inc., a subsidiary of leading global technology company ABB Ltd., having served in those roles from 2015 until his retirement in October 2019. Mr. Scheu also served as a member of ABB Ltd.’s Executive Committee from 2012 until his retirement. From 2013 to 2014, he was ABB Inc.’s Head of Business Integration, Group Service and North America. From 2012 to 2013, he was its Head of Marketing and Customer Solutions. Mr. Scheu joined ABB in 2001 and was responsible for the integration of key acquisitions into ABB. After his retirement from ABB in 2019, Mr. Scheu founded StratPro Partners, a consulting and advisory practice, and is also a senior advisor at Lindsay Goldberg, a private equity firm. Qualifications: Mr. Scheu brings extensive industry and mergers and acquisitions experience. His service as an executive for the subsidiary of a leading global technology company has provided him with extensive leadership experience and subject matter expertise in enterprise operations and business integrations. | |
Director since 2021 Age 62 Independent | |
| Committees: | |
| | | Audit and Finance | |
| Beth A. Wozniak (Chair) | |
| | | Ms. Wozniakwas appointed has served as our Chair since 2023, and has served as our Chief Executive Officer uponsince the completion of the Separation on April 30,separation of our company from Pentair plc in 2018. Prior to the Separation,that, Ms. Wozniak was President of Pentair plc’s Electrical segment from 2017 to 2018, and served as President of Pentair plc’s Flow & Filtration Solutions Global Business Unit from 2015 to 2016. Previously, Ms. Wozniak held various leadership roles at Honeywell International Inc., and its predecessor AlliedSignal, from 1990 to 2015 including as President of the Environmental and Combustion Controls unit of Honeywell International Inc. from 2011 to 2015 and prior to that as President of the Sensing and Controls unit of Honeywell International Inc. from 2006 to 2011. In 2021 Ms. Wozniak joined the board of directors of Carrier Global Corporation, a global leader in intelligent climate and energy solutions. Ms. Wozniak has served as a director of Carrier Global Corporation since 2021, and in 2022 was named Vice Chair of the Board of Governors of the National Electrical Manufacturers Association (NEMA). Qualifications:Ms. Wozniak brings extensive experience inleading complex, global businessesbusiness operations, mergers and acquisitions, risk management and business continuity planning,and contributes leadership expertise and insights to our Board. | |
Director since 2018 Age 59 | |
Chair since 2023 | |
The Board, based on the recommendation of the Governance and Social Responsibility Committee, determines the independence of each director and director nominee based upon the New York Stock Exchange, or NYSE, listing standards and the categorical standards of independence included in our Corporate Governance Principles.Principles, which can be found at investors.nvent.com/corporate-governance/governance-documents/default.aspx. Based on these standards, the Board has affirmatively determined that all of our non-employee directors and director nominees other than Mr. HoganMs. Wozniak (i.e., Ms.Mses. Aaholm, Cameron, Ostling and Palmer, and Messrs. Baldwin, Burris, Ducker, Ho, Merriman, Monahan,Hogan, Parker and Parker)Scheu) are independent and have no material relationship with us (including our directors and officers) that would interfere with their exercise of independent judgment. The Board has affirmatively determined that Randall J. Hogan (ChairmanMs. Wozniak (Chair of the Board) and Beth Wozniak (Presidentour Board and Chief Executive Officer) areis not independent. In determining independence, our Board and Governance and Social Responsibility Committee consider circumstances where a director or director nominee serves as an employee of another company that is a customer or supplier. No suchThe Board and Committee have reviewed each of these relationships, exist with respectwhich are set forth below. In each case, the relationship involves sales to or purchases from the current Boardother company that, for each of Directors.2021 through 2023, were (a) less than the greater of $1 million or 2% of that organization’s consolidated gross revenues during each of 2023, 2022 and 2021; and (b) not of an amount or nature that impeded the director’s exercise of independent judgment.
| | Director | | | Relationship(s) Considered | |
| | Ms. Aaholm | | | Vice President and Chief Digital Officer, Cummins, Inc. | |
| | Ms. Palmer | | | Retired Chief Technology Ambassador, Verizon Communications Inc. | |
Director Qualifications;Qualifications, Diversity and Tenure We believe that representation of gender, racial, ethnic, geographical, cultural and other diverse perspectives contributes to our Board’s understanding of the Board also consider candidates with substantial experience outside the business community, such as in the public, academic or scientific communities.perspectives of our customers, employees, shareholders and other stakeholders. In addition, the Committee and the Board consider the tenure of incumbent directors, with the goal of having a mix of shorter-tenured directors who provide fresh perspectives and longer-tenured directors who provide experience regarding our company and its business. DIRECTOR NOMINEES
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See “Overview of the Board” on page 11 for more information regarding other diverse characteristics.
When considering candidates for election as directors, the Committee and the Board are guided by the following principles, found in our Corporate Governance Principles:● | at least a majority of the Board must consist of independent directors who meet the NYSE definition of “independent director;” |
● | each director should be chosen without regard to gender, sexual orientation, race, religion or national origin; |
● | each director should be an individual of the highest character and integrity and have an inquiring mind, vision and the ability to work well with others; |
● | each director should be free of any conflict of interest that would violate any applicable law or regulation or interfere with the proper performance of the responsibilities as a director; |
● | each director should possess substantial and significant experience which would be of particular importance to the Company in the performance of the duties of a director; |
● | each director should have sufficient time available to devote to the affairs of the Company in order to carry out the responsibilities of a director; and |
● | each director should have the capacity and desire to represent the balanced, best interests of the Company and its shareholders as a whole and not primarily the interests of a special interest group or constituency and be committed to enhancing long-term shareholder value. |
•
at least a majority of the Board must consist of independent directors who meet the NYSE definition of “independent director;”
•
each director should be an individual of the highest character and integrity and have an inquiring mind, vision and the ability to work well with others;
•
each director should be free of any conflict of interest that would violate any applicable law or regulation or interfere with the proper performance of the responsibilities as a director;
•
each director should possess substantial and significant experience which would be of particular importance to us in the performance of the duties of a director;
•
each director should have sufficient time available to devote to the affairs of our company in order to carry out the responsibilities of a director; and
•
each director should have the capacity and desire to represent the balanced, best interests of our company and our shareholders as a whole and not primarily the interests of a special interest group or constituency and be committed to enhancing long-term shareholder value.
Our policies on director qualifications emphasize our commitment to diversity at the Board level –— diversity not only of gender, sexual orientation, race, religion or national origin but also diversity of experience, expertise and training. The Governance and Social Responsibility Committee in the first instance is charged with observing these policies, and strives in reviewing each candidate to assess the fit of his or her qualifications with the needs of the Board and our company at that time, given the then current mix of directors’ attributes. Board composition, effectiveness and processes are all subject areas of our annual Board self-assessment, which is described in more detail below under “Board and Committee Self-Assessments.”
Listed below are the skills and experience that we consider to be important for our director nominees in light of our current business strategy and culture. The lack of a bullet does not mean the director does not possess that item. Rather, a bullet indicates a specific area of focus or expertise of a director. Please see our director nominees’ biographies, which describe their respective experience, qualifications, attributes and skills relative to this list.
| | Experience/Qualifications/Attributes/Skills | | | Board Nominees | |
| | Aaholm | | | Burris | | | Cameron | | | Ducker | | | Ostling | | | Palmer | | | Parker | | | Scheu | | | Wozniak | |
| | Cybersecurity | | | | | • | | | | | | | | | | | | | | | | | | • | | | | | | • | | | | | | • | | | | | | | | | | | | | | | | | | • | | |
| | Racial/Ethnic or Gender Diverse Director | | | | | • | | | | | | • | | | | | | • | | | | | | | | | | | | • | | | | | | • | | | | | | • | | | | | | | | | | | | • | | |
| | ESG | | | | | • | | | | | | • | | | | | | • | | | | | | • | | | | | | • | | | | | | • | | | | | | • | | | | | | • | | | | | | • | | |
| | Financial | | | | | | | | | | | | | | | | | | | | | | | • | | | | | | • | | | | | | • | | | | | | • | | | | | | • | | | | | | • | | |
| | Human Capital Management | | | | | • | | | | | | • | | | | | | • | | | | | | • | | | | | | | | | | | | • | | | | | | | | | | | | • | | | | | | • | | |
| | Innovation/Digital/Technology | | | | | • | | | | | | • | | | | | | | | | | | | • | | | | | | | | | | | | • | | | | | | | | | | | | • | | | | | | • | | |
| | International Business & Operations | | | | | • | | | | | | • | | | | | | • | | | | | | • | | | | | | • | | | | | | • | | | | | | • | | | | | | • | | | | | | • | | |
| | M&A | | | | | • | | | | | | • | | | | | | • | | | | | | • | | | | | | • | | | | | | • | | | | | | • | | | | | | • | | | | | | • | | |
| | Operations/Manufacturing | | | | | • | | | | | | • | | | | | | • | | | | | | • | | | | | | | | | | | | • | | | | | | • | | | | | | • | | | | | | • | | |
| | Relevant Industry | | | | | | | | | | | • | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | • | | | | | | • | | | | | | • | | |
| | Risk Management | | | | | • | | | | | | • | | | | | | • | | | | | | • | | | | | | • | | | | | | • | | | | | | • | | | | | | • | | | | | | • | | |
| | Sales & Marketing | | | | | | | | | | | • | | | | | | • | | | | | | • | | | | | | | | | | | | | | | | | | | | | | | | • | | | | | | • | | |
| | Senior Leadership | | | | | • | | | | | | • | | | | | | • | | | | | | • | | | | | | • | | | | | | • | | | | | | • | | | | | | • | | | | | | • | | |
| | Strategy Formation | | | | | • | | | | | | • | | | | | | • | | | | | | • | | | | | | | | | | | | • | | | | | | • | | | | | | • | | | | | | • | | |
| | Supply Chain/Logistics | | | | | • | | | | | | • | | | | | | | | | | | | • | | | | | | | | | | | | • | | | | | | • | | | | | | • | | | | | | • | | |
| | Racial/Ethnic Diversity (self-identified) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Black/African American | | | | | | | | | | | • | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | • | | | | | | | | | | | | | | |
| | Caucasian | | | | | • | | | | | | | | | | | | • | | | | | | • | | | | | | • | | | | | | • | | | | | | | | | | | | • | | | | | | • | | |
| | Gender | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Male | | | | | | | | | | | • | | | | | | | | | | | | • | | | | | | | | | | | | | | | | | | • | | | | | | • | | | | | | | | |
| | Female | | | | | • | | | | | | | | | | | | • | | | | | | | | | | | | • | | | | | | • | | | | | | | | | | | | | | | | | | • | | |
| | Non-Binary | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Shareholder Recommendations, Nominations and Proxy Access Our Corporate Governance Principles provide that the Governance and Social Responsibility Committee will consider persons properly recommended by shareholders to become nominees for election as directors in accordance with the criteria described above under “Directors Qualifications;Qualifications, Diversity and Tenure.” Recommendations for consideration by the Governance and Social Responsibility Committee, together with appropriate biographical information concerning each proposed nominee, should be sent in writing to c/o Corporate Secretary, nVent Electric plc, The Mille, 1000 Great West Road, 8th Floor (East), London, TW8 9DWUnited9DW United Kingdom. Our Articles of Association set forth procedures to be followed by shareholders who wish to nominate candidates for election as directors in connection with an Annual General Meeting. All such nominations must be accompanied by certain background and other information specified in the Articles of Association and submitted within the timing requirements set forth in the Articles of Association. See “Shareholder Proposals and Nominations for the 20202025 Annual General Meeting” below for more information. In addition, eligible shareholders may under certain circumstances be able to nominate and include in our proxy materials a specified number of candidates for election as directors under the proxy access provisions in our Articles of Association. All such nominations must be accompanied by certain background and other information specified in our Articles of Association and submitted within the timing requirements set forth in our Articles of Association. See “Shareholder Proposals and Nominations for the
20202025 Annual General Meeting of Shareholders” below for more information.
16 nVent Electric plc
Corporate Governance Matters
The Board’s Role and Responsibilities, Including Risk Oversight
Risk Oversight
At the direction of our Board, we have instituted an enterprise-wide risk management system to assess, monitor and mitigate risks that arise in the course of our business. The Board has determined that the Board as a whole, and not a separate committee, will oversee our risk management process. Each of our Board Committees focuses on specific risks within its respective area of responsibility, but theand our Board believes that theoversees our overall enterprise risk management process is more properly overseen by the full Board. process. For example:
•
our Audit and Finance Committee focuses on our internal controls, including those relating to information technology and cyber security, and discusses major enterprise-level risk exposures;
•
our Compensation and Human Capital Committee annually assesses potential risks arising from compensation programs and policies; and
•
our Governance and Social Responsibility Committee provides oversight regarding our general approach and strategy for addressing ESG matters and relevant risks.
Our chief financial officerChief Financial Officer has the primary responsibility to the Board in the planning, assessment and reporting of our risk profile. The Board reviews an assessment of, and a report on, our risk profile on a regular basis.
Oversight in Company Strategy At least once per year, the Board and senior management engage in an in-depth strategic review of the Company’sour outlook and strategies which is designed to create long-term shareholder value and serves as the foundation upon which goals are established. Throughout the year, the Board then monitors management’s progress against such goals.
Oversight in Succession Planning The Board views its role in succession planning and talent development as a key responsibility. At least once annually, usually as part of the annual talent review process, the Board discusses and reviews the succession plans for the Chief Executive Officer position and other executive officers and key contributors. The Directorsdirectors become familiar with potential successors for key management positions through various means, including annual talent reviews, presentations to the Board, and communications outside of meetings. Our succession planning process is an organization-wide practice designed to proactively identify, develop and retain the leadership talent that is critical for our future business success.
Cybersecurity Risk Oversight
nVent has implemented a comprehensive cybersecurity program designed to protect the confidentiality, integrity, and availability of our information systems and data. The program is aligned with the National Institute of Standards and Technology (NIST) Cybersecurity Framework and zero trust model, incorporates industry best practice standards, and includes policies, standards, procedures, controls and technology platforms that help manage cybersecurity risk.
Our Board oversees cybersecurity risk management and is supported by the Audit and Finance Committee of the Board (the “Audit Committee”), which interacts with our executive leadership team, including our Chief Technology Officer and other members of management with respect to cybersecurity matters. The Board and the Audit Committee receive periodic reports from management on the effectiveness of the cybersecurity program and any material cybersecurity incidents that have occurred. The Board and the Audit Committee work with management to help ensure that our cybersecurity program is effective in addressing the risks associated with cybersecurity threats and are committed to continuously improving our cybersecurity program to stay ahead of emerging threats. As part of these efforts, our Chief Executive Officer, Beth Wozniak, has overseen cybersecurity risk assessments and participated in cyber “table top” simulations with both our executive leadership team and with our Board.
Members of our Board have developed cybersecurity oversight experience outside of their membership on the nVent Board. For example:
•
in her current and prior roles with Cummins Inc., Ms. Aaholm has developed extensive knowledge with respect to cybersecurity regulations, risks and standards necessary to appropriately protect and secure company technology assets, including security assessments of third parties;
•
as a former public company auditor and member of other boards, Ms. Ostling has developed experience with respect to cybersecurity policy and governance, risk management, control evaluation and incident management; and
•
in her prior roles, including with Verizon, Ms. Palmer has developed experience relating to cybersecurity governance, assessment, control evaluation, security engineering, incident response and on-going business continuity planning.
Corporate Governance Matters
ESG Oversight
Our Executive Leadership Team has the responsibility, with oversight from our Board and its respective committees, to manage our ESG strategy, initiatives and risk-management processes, including climate-related risks and opportunities. The charter of our Board’s Governance and Social Responsibility Committee describes its role in overseeing ESG matters, which includes climate-related matters. The charter of our Compensation and Human Capital Committee defines its role in overseeing our human resources and compensation strategies and goals, including those related to company culture, inclusion and diversity. The charter of our Audit and Finance Committee describes its role in reviewing the adequacy and effectiveness of our internal controls, which include those relating to ESG reporting matters.
nVent management regularly presents to our Board on ESG matters, and the members of our Board have experience relating to ESG matters from their respective careers as executives and directors responsible for or overseeing ESG matters. For example:
•
our Chair and Chief Executive Officer, Ms. Wozniak, is instrumental in our ESG goal-setting process and assessing our progress and initiatives, and staying abreast of ESG-related regulations and reporting requirements. Ms. Wozniak actively engages in the creation of our ESG report, and in her role as an outside director has been involved in the review of ESG initiatives and progress;
•
Ms. Aaholm holds a master’s degree in sustainability from the University of Wisconsin and has extensive experience developing leadership programs. She supports and champions numerous diversity and ESG programs focused, for example, on addressing the talent and diversity gap in technology and on accelerating gender equality; and
•
Mr. Ducker had extensive involvement in ESG oversight and management during his career with Fedex, and was a catalyst in these efforts by serving on the first sustainability committee at Fedex.
Our ESG governance structure is shown below, and we continue to take steps to further integrate ESG considerations into our strategic planning and risk-management efforts.
Corporate Governance Matters
Communicating with Shareholders and Other Stakeholders We believe that maintaining an active dialogue with our shareholders is important to our long-term success. We value the opinions of our shareholders and other stakeholders and welcome their views throughout the year on key issues. See “Shareholder Engagement” above for more detail on our engagement initiatives, including participation by our directors.
If you wish to communicate with the Board, non-management directors as a group or any individual director, including the Lead Director, you may send a letter addressed to the relevant party, c/o Corporate Secretary, nVent Electric plc, c/o Corporate Secretary, nVent Electric plc, The Mille, 1000 Great West Road, 8th Floor (East), London, TW8 9DW United Kingdom. Any such communications will be forwarded directly to the relevant addressee(s).
Policies and Procedures Regarding Related Person Transactions Our Board has adopted written policies and procedures regarding related person transactions. For purposes of these policies and procedures:● | •
a “related person” means any of our directors, executive officers or 5% shareholders or any of their immediate family members; and |
● | a “related person transaction” generally is a transaction (including any indebtedness or a guarantee of indebtedness) in which we were or are a participant and the amount involved exceeds $50,000, and in which a related person had or will have a direct or indirect material interest. |
2019 Proxy Statement 17
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Corporate Governance Matters
our directors, executive officers or 5% shareholders or any of their immediate family members; and
•
a “related person transaction” generally is a transaction (including any indebtedness or a guarantee of indebtedness) in which we were or are a participant and the amount involved exceeds $50,000, and in which a related person had or will have a direct or indirect material interest.
Potential related person transactions must be disclosed in the manner required in our Articles of Association and be brought to the attention of the Governance and Social Responsibility Committee directly or to the General Counsel for transmission to the Committee. Disclosure to the Committee should occur before, if possible, or as soon as practical after the related person transaction is effected, but in any event as soon as practical after the executive officer or director becomes aware of the related person transaction.
The Committee’s decision whether to approve or ratify a related person transaction is to be made in light of a number of factors, including the following:● | whether the terms of the related person transaction are fair to us and on terms at least as favorable as would apply if the other party had no affiliation with any of our directors, executive officers or 5% shareholders; |
● | whether there are demonstrable business reasons for us to enter into the related person transaction; |
● | whether the related person transaction could impair the independence of a director under our Corporate Governance Principles’ standards for director independence; and |
● | whether the related person transaction would present an improper conflict of interest for any of our directors or executive officers, taking into account the size of the transaction, the overall financial position of the director or executive officer, the direct or indirect nature of the interest of the director or executive officer in the transaction, the ongoing nature of any proposed relationship, and any other factors the Committee deems relevant. |
•
whether the terms of the related person transaction are fair to us and on terms at least as favorable as would apply if the other party had no affiliation with any of our directors, executive officers or 5% shareholders;
•
whether there are demonstrable business reasons for us to enter into the related person transaction;
•
whether the related person transaction could impair the independence of a director under our Corporate Governance Principles’ standards for director independence; and
•
whether the related person transaction would present an improper conflict of interest for any of our directors or executive officers, taking into account the size of the transaction, the overall financial position of the director or executive officer, the direct or indirect nature of the interest of the director or executive officer in the transaction, the ongoing nature of any proposed relationship, and any other factors the Committee deems relevant.
We had no related person transactions during
2018.2023. To our knowledge, no related person transactions are currently proposed.
Board Structure and Processes We and our Board are committed to the highest standards of corporate governance and ethics. As part of this commitment, the Board has adopted a set of Corporate Governance Principles that sets out our policies on:● | selection and composition of the Board; |
● | Board leadership; |
● | Board composition and performance; |
● | responsibilities of the Board; |
● | the Board’s relationship to senior management; |
● | meeting procedures; |
● | Committee matters; and |
● | leadership development. |
•
selection and composition of the Board;
•
Board leadership;
•
Board composition and performance;
•
responsibilities of the Board;
•
the Board’s relationship to senior management;
•
meeting procedures;
•
Committee matters; and
•
leadership development.
The Board regularly reviews and, if appropriate, revises the Corporate Governance Principles and other governance instruments, including the charters of its Audit and Finance, Compensation and Human Capital and Governance and Social Responsibility Committees, in accordance with rules of the Securities and Exchange Commission, or SEC, the NYSE and the NYSE.Irish law. The Board has also adopted a Code of Business Conduct and Ethics and has designated it as the code of ethics for our Chief Executive Officer and senior financial officers. Copies of these documents are available, free of charge, on our website athttps://investors.nvent.com/corporate-governance/
governance-documents/default.aspx
.18
Corporate Governance Matters
Board Leadership Structure We do not have a policy requiring the positions of ChairmanChair of the Board and Chief Executive Officer to be held by different persons. Rather, the Board has the discretion to determine whether the positions should be combined or separated. The
At the time of the separation of our company from Pentair plc in 2018, the Board determined in connection with the Separation, that it is currentlywas in the Company’sour best interests to separate the positions of ChairmanChair of the Board and Chief Executive Officer. Ms. Wozniak currently servesserved as our Chief Executive Officer and Mr. Hogan currentlyserved as our Chairman until the conclusion of our 2023 Annual General Meeting, when Ms. Wozniak assumed the role of Chair. The Board believes that the current leadership structure works well for a number of reasons, including:
•
we historically have had a super-majority of independent directors;
•
we historically have had an independent member of the Board serve as our Lead Director (see below);
•
our Lead Director has served as an effective communication channel, both between the independent Board members and the Chief Executive Officer as well as among the independent Board members; and
•
our non-management directors meet in executive session without the Chief Executive Officer present at every regular meeting of the Board.
Ms. Cameron serves as our Chairman of the Board.In addition, theindependent Lead Director. Our practice is for our Board willto annually select an independent Lead Director whenever the ChairmanChair is not an independent director. Our current Lead Director is Mr. Monahan. The Lead Director shall havehas the responsibilities set forth in the Corporate Governance Principles, including:
•
chairing the Board in the absence of the Chair;
•
presiding over executive sessions of the Board when the Chair is an employee of our company;
•
in conjunction with the Chair of the Compensation and Human Capital Committee and, when the Chair is not the Chief Executive Officer, the Chair, reporting to the Chief Executive Officer on the Board’s annual review of her performance;
•
in conjunction with the Chair, approving the agenda for Board meetings and Board meeting schedules to assure sufficient time for discussion of all agenda items;
•
in conjunction with the Chair and Committee Chairs, approving information sent to the Board and ensuring an appropriate flow of information to the Directors;
•
holding one-on-one discussions with individual directors where requested by directors or the Board;
•
calling meetings of the independent directors;
•
serving as a liaison between the Chair and the independent directors;
•
if requested by major shareholders, ensuring that the Lead Director, after consultation with the Chief Executive Officer, is available for consultation and direct communication; and
•
carrying out other duties as requested by the Board, including:● | chairing the Board in the absence of the Chairman of the Board; |
● | presiding over executive sessions of the Board when the Chairman is an employee of the Company; |
● | in conjunction with the Chairman of the Compensation Committee and the Chairman of the Board, reporting to the Chief Executive Officer on the Board’s annual review of her performance; |
● | in conjunction with the Chairman of the Board, approving the agenda for Board meetings, including scheduling to assure sufficient time for discussion of all agenda items; |
● | in conjunction with the Chairman of the Board and Committee Chairs, ensuring an appropriate flow of information to the Directors; |
● | holding one-on-one discussions with individual directors where requested by directors or the Board; and |
● | carrying out other duties as requested by the Board. |
Board.
Board and Committee Self-Assessments The Board annually conducts a self-assessment of the Board and each Committee. The assessment process consists of a written evaluation comprising both quantitative scoring and narrative comments on a range of topics, including the composition and structure of the Board, the type and frequency of communications and information provided to the Board and the Committees, the Board’s effectiveness in carrying out its functions and responsibilities, the effectiveness of the Committee structure, directors’ preparation and participation in the meetings and the values and culture displayed by the Board members. The evaluation responses are compiled by a third party and shared with the Chairman,Chair, Lead Director and Governance and Social Responsibility Committee Chair who leadled a discussion of the assessment results at the following Board meeting. In addition, a verbal assessment is conducted at the end of every Board meeting and every Committee meeting.meeting, other than those Committee meetings scheduled for the purpose of reviewing quarterly earnings materials.
Board education is an ongoing, year-round process, which begins when a director joins our Board. Upon joining our Board, new directors are provided with a comprehensive orientation to our company, including our business, strategy and governance. For example, new directors typically participate in one-on-one introductory meetings with our senior business and functional leaders. On an ongoing basis, directors receive presentations on a variety of topics related to their work on the Board and within the industry, both from senior management and from experts outside of the company. Directors may also enroll in continuing education programs sponsored by third parties at our expense.2019
Corporate Governance Matters
Director Commitments
We encourage our directors to limit the number of other boards (excluding non-profits) on which they serve, taking into account potential board attendance, participation and effectiveness on these boards. Our Corporate Governance Principles provide that no director should serve on more than four other public company boards, and directors are required to advise our Chief Executive Officer, Chair of the Board and Chair of our Governance and Social Responsibility Committee before accepting an invitation to serve on another board or on the audit committee of another board. If the position is on the board or the audit committee of a public company, the related director is also required to confirm that he or she has the time and capability, notwithstanding the new position, to fulfill his or her responsibilities as a director of the company. Before our Governance and Social Responsibility Chair confirms any request, we review any potential conflicts of interest or other matters that may affect the director’s independence.
All of our directors are currently in compliance with the provisions of our Corporate Governance Principles relating to director commitments.
Corporate Governance Matters
The Board has three standing committees comprised solely of independent directors: the Audit and Finance Committee, the Compensation and Human Capital Committee and the Governance and Social Responsibility Committee. The committee members generally also meet in executive session without management present at each meeting.| 4 MEETINGS OF THE nVENT BOARD OF DIRECTORS |
5 | Meetings of the Audit and Finance Committee | 3 | Meetings of the Compensation Committee | 3 | Meetings of the Governance Committee |
The number of meetings of the Board and each committee held during 2023 is presented below.
| | 5Meetings of the nVent Board of Directors | |
| | 9
Meetings of the Audit and Finance Committee | | | | 4
Meetings of the Compensation and Human Capital Committee | | | | 4
Meetings of the Governance and Social Responsibility Committee | |
Audit and Finance Committee
| |
Members: Ronald L. Merriman (Chair),
Susan M. Cameron,
William T. Monahan and
Herbert K. Parker.Parker (Chair),
Sherry A. Aaholm
Danita K. Ostling,
Nicola Palmer and
Greg Scheu. Upon completion of the 2024 Annual General Meeting, Nicola Palmer will leave the Audit and Finance Committee and join the Compensation and Human Capital and Governance and Social Responsibility Committees. All current and proposed members have been determined to be independent under SEC and NYSE rules. Mr. Parker also serves on the audit committees of Apogee Enterprises Inc., American Axle & Manufacturing, Inc. and TriMas Corporation. The Board has determined that Mr. Parker’s simultaneous service on such committees would not impair his ability to effectively serve on our Audit and Finance Committee.
| | | The Audit and Finance Committee is responsible for, among other things, for assisting our Board with oversight of our accounting and financial reporting processes, oversight of our financing strategy, investment policies and financial condition, audits of our financial statements, and monitoring the effectiveness of our systems of internal control (including information technology and cyber security relating to internal controls), internal audit and risk management. These responsibilities include the integrity of the financial statements, compliance with legal and regulatory requirements, the independence and qualifications of our external auditor and the performance of our internal audit function and of the external auditor. The Committee is directly responsible for the appointment, compensation, evaluation, terms of engagement (including retention and termination) and oversight of the independent registered public accounting firm. The Committee holds meetings periodically with our independent and internal auditors, our Board and management to review and monitor the adequacy and effectiveness of reporting, internal controls, risk assessment and compliance with our policies. The Committee also discusses major enterprise-level risk exposures that may affect our financial statements, operations, business continuity, reputation and the reliability and security of the information technology and cyber security systems owned by us or used in our business operations, discusses with management the steps it takes to monitor and control those exposures, and receives ongoing assessments from our internal audit department regarding our risk management processes. You can find the Audit and Finance Committee Report under “Audit and Finance Committee Report” of this Proxy Statement.
The Board has determined that all current and proposed members of the Committee are financially literate under NYSE rules and that each of Mr. Parker and Ms. Ostling qualifies as an “audit committee financial expert” under SEC standards. | |
20 nVent Electric plc
Corporate Governance Matters
Compensation and Human Capital Committee
| |
Jerry W. Burris (Chair), Brian
Susan M. Baldwin,Cameron,
Michael L. Ducker and David H. Y. Ho.
Randall J. Hogan.
Upon completion of the 2024 Annual General Meeting, Nicola Palmer will leave the Audit and Finance Committee and join the Compensation and Human Capital and Governance and Social Responsibility Committees. All current and proposed members have been determined to be independent under SEC and NYSE rules.
| | | The Compensation and Human Capital Committee sets and administers the policies that governour executive compensation. This includes establishing and reviewing executive base salaries and administering cash bonus and equity-based compensation under the nVent Electric plc 2018 Omnibus Incentive Plan. The Committee also sets the Chief Executive Officer’s compensation based on the Board of Director’sBoard’s annual evaluation of her performance. In addition, the Committee also monitors developments in director compensation and, as appropriate, recommends changes in director compensation to the Board of Directors. The Committee has engaged an independent compensation consulting firm to aid the Committee in its annual review of our executive compensation programs for continuing appropriateness and reasonableness and to make recommendations regarding executive officer compensation levels and structures.structures, as well as reviewing our director compensation arrangements. In reviewing our compensation programs, the Committee also considers other sources to evaluate external market, industry and peer company practices. Information regarding the independence of the consulting firm is included under “Compensation Discussion and Analysis –— Compensation Consultant.” A more complete description of the Compensation and Human Capital Committee’s practices can be found under “Compensation Discussion and Analysis” under the headings “Comparative Framework” and “Compensation Consultant.” The Committee also receives periodic reports from management regarding the effectiveness of our human resources and human capital management strategies and goals, including those related to the recruitment and retention of personnel, talent management, inclusion and diversity and other employment and compensation practices, and our culture. You can find the Compensation and Human Capital Committee Report under “Compensation and Human Capital Committee Report” of this Proxy Statement. | |
Governance and Social Responsibility Committee
| |
Michael L. Ducker (Chair), Brian M. Baldwin,
Jerry W. Burris,
Susan M. Cameron and Michael L. Ducker
Randall J. Hogan.
Upon completion of the 2024 Annual General Meeting, Nicola Palmer will leave the Audit and Finance Committee and join the Compensation and Human Capital and Governance and Social Responsibility Committees. All current and proposed members have been determined to be independent under NYSE rules.
| | | The Governance and Social Responsibility Committee is responsible for, among other things, identifying individuals qualified to become directors and recommending nominees to the Board for election at Annual General Meetings. In addition, the Committee monitors developments in director compensationMeetings, and overseeing matters relating to environmental, social and governance matters, including sustainability, health and safety, business ethics, corporate social responsibility, community relations and other public policy and affairs, as appropriate, recommends changes in director compensation to the Boardwell as compliance with our Code of Directors.Business Conduct and Ethics. The Committee is also responsible for reviewing annually and recommending to the Board of Directors changes to our corporate governance principles and administering the annual Board and Board Committee self-assessment. Finally, the Committee oversees public policy matters and compliance with our Code of Business Conduct and Ethics. | |
2019 Proxy Statement 21
Corporate Governance Matters
The Board held fourfive meetings in 2018 following the Separation.2023. Members of the Board are expected to attend all scheduled meetings of the Board and the Committees on which they serve and all Annual and Extraordinary General Meetings. In each regularly scheduled Board meeting, the independentnon-employee directors also met in executive session, without the Chief Executive Officer or other members of management present. It has been our practice for the independent directors to also meet in executive session, chaired by the Lead Director, at least once per year. All directors attended at least 75% of the aggregate of all meetings of the Board and all meetings of the Committees on which they served during the period for which such persons served as directors in 2018.2023, with an average attendance of 100%. All directors attended the 2023 Annual General Meeting, other than Ms. Wright, whose service ended on the day of the 2023 Annual General Meeting. Ms. Cameron attended by telephone.
Director compensation is recommended by the GovernanceCompensation and Human Capital Committee and approved by the Board. We use a combination of cash and equity-based incentive compensation to attract and retain qualified directors. Compensation of our directors reflects our belief that a significant portion of directors’ compensation should be tied to long-term growth in shareholder value. Ms. Wozniak, our Chief Executive Officer, is our only employee director; she receives no separate compensation for her Board service. Directors do not receive fees for meeting attendance.
The annual cash retainers for non-employee directors’ service on the Board and Board Committeescommittees in 20182023, which were paid on quarterly basis, were as follows:| Board Retainer | | $ | 80,000 |
| Chairman of the Board Supplemental Retainer | | $ | 140,000 |
| Lead Director Supplemental Retainer | | $ | 30,000 |
| Audit and Finance Committee Chair Supplemental Retainer | | $ | 20,000 |
| Compensation Committee Chair Supplemental Retainer | | $ | 15,000 |
| Governance Committee Chair Supplemental Retainer | | $ | 12,000 |
| Audit and Finance Committee Retainer | | $ | 12,500 |
| Compensation Committee Retainer | | $ | 7,500 |
| Governance Committee Retainer | | $ | 7,500 |
| | Board Retainer | | | | $ | 85,000 | | |
| | Chair of the Board Supplemental Retainer | | | | $ | 140,000 | | |
| | Lead Director Supplemental Retainer | | | | $ | 30,000 | | |
| | Audit and Finance Committee Chair Supplemental Retainer | | | | $ | 20,000 | | |
| | Compensation and Human Capital Committee Chair Supplemental Retainer | | | | $ | 15,000 | | |
| | Governance and Social Responsibility Committee Chair Supplemental Retainer | | | | $ | 12,000 | | |
| | Audit and Finance Committee Retainer | | | | $ | 12,500 | | |
| | Compensation and Human Capital Committee Retainer | | | | $ | 7,500 | | |
| | Governance and Social Responsibility Committee Retainer | | | | $ | 7,500 | | |
In December 2023, WTW reviewed our director compensation with the Compensation and Human Capital Committee based on the director compensation practices of our executive compensation peer group (described on page 39). The Compensation and Human Capital Committee recommended, and the Board approved, an increase to the Governance and Social Responsibility Chair retainer from $12,000 to $15,000 for 2024.
Non-employee directors also receive an annual grant, with a value of $130,000. Grants are made in the form of restricted stock units, which generally vest one year after the grant date. Share withholding is allowed to cover the taxes on restricted stock unit vesting. The amount of the annual grant was set at $145,000 in 2023.
During its December 2023 review of director compensation with WTW, the Compensation and Human Capital Committee recommended that the Board increase the amount of the annual grant, effective in connection with the 2024 grants, from $145,000 to $150,000.
Corporate Governance Matters
Stock Ownership Guidelines for Non-Employee Directors
Directors are restricted from selling nVent ordinary shares until they meet the stock ownership guideline of five times the annual board retainer within five years. Each restricted stock unit represents the right to receive one of our ordinary shares upon vesting and includes one dividend equivalent unit, which entitles the holder to all cash dividends declared on one of our ordinary shares from and after the date of grant. Dividend equivalent units are accrued during the vesting period, and paid to directors in cash at the same time the related restricted stock units vest.22 Once a director achieves the target ownership level, the director is deemed thereafter to have satisfied ownership guideline, regardless of changes in the price of nVent Electric plc
Tableordinary shares, until the director disposes of Contents
Corporate Governance Matters
Stock Ownership Guidelinesany shares, after which compliance will be re-measured. All directors have met their ownership guideline as of December 31, 2023, except for Non-Employee Directors
Stock Ownership for Directors Serving as of December 31, 2018
|
| | Share
Ownership(1) | | 12/31/18
Market Value
($)(2) | | Ownership
Guideline
($) | | Meets
Guideline |
| Brian M. Baldwin | | 17,562,998 | | 394,464,935 | | 400,000 | | Yes | (3) |
| Jerry W. Burris | | 29,573 | | 664,210 | | 400,000 | | Yes | |
| Susan M. Cameron | | 5,278 | | 118,544 | | 400,000 | | No | (4) |
| Michael L. Ducker | | 5,130 | | 115,220 | | 400,000 | | No | (4) |
| David H. Y. Ho | | 15,996 | | 359,270 | | 400,000 | | No | (4) |
| Randall L. Hogan | | 642,349 | | 14,427,162 | | 400,000 | | Yes | |
| Ronald L. Merriman | | 26,060 | | 585,318 | | 400,000 | | Yes | |
| William T. Monahan | | 59,818 | | 1,343,515 | | 400,000 | | Yes | |
| Herbert K. Parker | | 5,130 | | 115,220 | | 400,000 | | No | (4) |
(1) | Except as indicated otherwise below, the amounts in this column include ordinary shares owned by the director, both directly and indirectly, and unvested restricted stock units. |
(2) | Based on the closing market price for our ordinary shares on December 29, 2018 of $22.46. |
(3) | Reflects shares owned by certain funds and investment vehicles managed by Trian Fund Management, L.P. (“Trian”). These shares are deemed to be held by Mr. Baldwin for purposes of the company’s stock ownership guidelines. |
(4) | Non-employee directors have until the later of five years after their election or appointment as a director to meet the stock ownership guideline. All Directors were first elected as directors in 2018, and therefore do not need to meet the stock ownership guideline until 2023. |
Ms. Aaholm and Ms. Ostling, who were elected in 2023 and 2022, respectively, and are on track to meet the guideline within 5 years after their initial election or appointment as a director.
Director Compensation Table The table below summarizes the compensation that we paid to non-employee directors for 2018.| (a) | | (b) | | (c) | | (d) | | (e) | | (f) | | (g) | | (h) |
| Name | | Fees
Earned
or Paid
in Cash
($) | | Stock
Awards
($)(1) | | Option
Awards
($)(2) | | Non-Equity
Incentive Plan
Compensation
($) | | Change in
Pension Value
and Deferred
Compensation
Earnings
($) | | All Other
Compensation
($) | | Total
($) |
| Brian M. Baldwin | | 63,333 | | 129,994 | | — | | — | | — | | — | | 193,327 |
| Jerry W. Burris | | 73,333 | | 129,994 | | — | | — | | — | | — | | 203,327 |
| Susan M. Cameron | | 61,667 | | 129,994 | | — | | — | | — | | — | | 191,661 |
| Michael L. Ducker | | 63,333 | | 129,994 | | — | | — | | — | | — | | 193,327 |
| David H. Y. Ho | | 71,333 | | 129,994 | | — | | — | | — | | — | | 201,327 |
| Randall L. Hogan | | 146,667 | | 129,994 | | — | | — | | — | | — | | 276,661 |
| Ronald L. Merriman | | 75,000 | | 129,994 | | — | | — | | — | | — | | 204,994 |
| William T. Monahan | | 81,667 | | 129,994 | | — | | — | | — | | — | | 211,661 |
| Herbert K. Parker | | 61,667 | | 129,994 | | — | | — | | — | | — | | 191,661 |
2019 Proxy Statement 23
2023. | | (a) | | | (b) | | | (c) | | | (d) | | | (e) | | | (f) | | | (g) | | | (h) | |
| | Name | | | Fees
Earned
or Paid
in Cash
($) | | | Stock
Awards
($)(1) | | | Option
Awards
($)(2) | | | Non-Equity
Incentive Plan
Compensation
($) | | | Change in
Pension Value
and Deferred
Compensation
Earnings
($) | | | All Other
Compensation
($) | | | Total
($) | |
| | Sherry Aaholm | | | | | 62,020 | | | | | | 144,994 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 207,014 | | |
| | Jerry W. Burris | | | | | 115,000 | | | | | | 144,994 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 259,994 | | |
| | Susan M. Cameron | | | | | 130,000 | | | | | | 144,994 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 274,994 | | |
| | Michael L. Ducker | | | | | 112,000 | | | | | | 144,994 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 256,994 | | |
| | Randall J. Hogan | | | | | 145,486 | | | | | | 144,994 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 290,480 | | |
| | Danita K. Ostling | | | | | 97,500 | | | | | | 144,994 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 242,494 | | |
| | Nicola Palmer | | | | | 97,500 | | | | | | 144,994 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 242,494 | | |
| | Herbert K. Parker | | | | | 117,500 | | | | | | 144,994 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 262,494 | | |
| | Greg Scheu | | | | | 97,500 | | | | | | 144,994 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 242,494 | | |
| | Jacqueline Wright | | | | | 36,389 | | | | | | 0 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 36,389 | | |
Table(1)
The amounts in column (c) represent the aggregate grant date fair value, computed in accordance with Accounting Standards Codification Topic 718 (“ASC 718”), of ContentsCorporate Governance Matters
(1) | The amounts in column (c) represent the aggregate grant date fair value, computed in accordance with Accounting Standards Codification Topic 718 (“ASC 718”), of restricted stock units granted during 2018. Restricted stock units are valued at market value on the date of grant and are expensed over the vesting period. As of December 31, 2018, each director had the unvested restricted stock units and deferred share units shown in the table below. |
restricted stock units granted during 2023. The assumptions made in valuing stock awards for 2023 are included in Note 15 to our Consolidated Financial Statements in our 2023 Annual Report on Form 10-K and such information is incorporated by reference. As of December 31, 2023, each then-serving non-employee director had the unvested restricted stock units shown in the table below. | Name | | Unvested Restricted
Stock Units | | Deferred
Share Units |
| Brian M. Baldwin | | 5,130 | | — |
| Jerry W. Burris | | 5,130 | | — |
| Susan M. Cameron | | 5,130 | | — |
| Michael L. Ducker | | 5,130 | | — |
| David H. Y. Ho | | 5,130 | | — |
| Randall Hogan | | 5,130 | | — |
| Ronald L. Merriman | | 5,130 | | 442 |
| William T. Monahan | | 5,130 | | 13,359 |
| Herbert Parker | | 5,130 | | — |
(2) | No stock options were granted to our non-employee directors during 2018. As of December 31, 2018, each then-serving director had the outstanding stock options shown in the table below. In each case, the options reported were originally granted as options to purchase Pentair ordinary shares and were converted to options to purchase nVent ordinary shares in connection with the Separation. |
| Name | | Outstanding
| Unvested
Restricted
Stock
Options Units | |
Brian Baldwin | Sherry Aaholm | — | | | | 3,515 | | |
| | Jerry W. Burris | | 38,665 | | | 3,515 | | |
| | Susan M. Cameron | | — | | | 3,515 | | |
| | Michael L. Ducker | | — | | | 3,515 | | |
David H. Y. Ho | Randall J. Hogan | 22,017 | | | | 3,515 | | |
Randall Hogan | Danita K. Ostling | 1,769,355 | | | | 3,515 | | |
Ronald L. Merriman | Nicola Palmer | 38,665 | | | | 3,515 | | |
William T. Monahan | Herbert Parker | 38,665 | | | | 3,515 | | |
Herbert Parker | Greg Scheu | — | | | | 3,515 | | |
24 (2)
We have not granted stock options to our non-employee directors. As of December 31, 2023, the following then-serving non-employee directors had the following outstanding stock options: Jerry W. Burris — 15,810; and Randall J. Hogan — 693,755. In each case, the options reported were originally granted as options to purchase Pentair plc ordinary shares and were converted to options to purchase nVent ordinary shares in connection with the separation of our company from Pentair plc in 2018.
Executive Compensation
|
Proposal
2
| Proposal 2
| | | Approve, by Non-Binding Advisory Vote, the
Compensation of the Named Executive Officers |
|
| | | | | | | | The Board recommends a voteFOR approval of the compensation of the Named Executive Officers | | |
In accordance with Section 14A of the Securities Exchange Act of 1934, the Board is asking the shareholders to approve, by non-binding advisory vote, the compensation of the Named Executive Officers disclosed in the sections below titled “Compensation Discussion and Analysis” and “Executive Compensation Tables.” We currently hold these votes annually and expect to hold the next such vote at our 2025 Annual General Meeting.
Executive compensation is an important matter to the Board and the Compensation and Human Capital Committee and to our shareholders. We have designed our executive compensation programs to align executive and shareholder interests by rewarding the achievement of specific annual and long-term goals that create long-term shareholder value. We believe that our executive compensation programs provide competitive compensation that will motivate and reward executives for achieving annual and long-term financial and strategic objectives, provide rewards commensurate with performance to incentivize the Named Executive Officers to perform at their highest levels, encourage growth and innovation, attract and retain the Named Executive Officers and other key executives and align our executive compensation with shareholders’ interests through the use of equity-based incentive awards. The Compensation and Human Capital Committee has overseen the development and implementation of our executive compensation programs in line with these compensation objectives. The Compensation and Human Capital Committee also continuously reviews, evaluates and updates our executive compensation programs to ensure that we provide competitive compensation that motivates the Named Executive Officers to perform at their highest levels while increasing long-term value to our shareholders.With these compensation objectives in mind, the Compensation Committee has taken a number of compensation actions to align with our shareholders’ interests, including the following:
● | | With these compensation objectives in mind, the Compensation and Human Capital Committee has taken a number of compensation actions to align with our shareholders’ interests, including the following: •
Annual cash incentives for the Named Executive Officers are based on performance goals that correlate strongly with two primary objectives: profitable growth and consistent, strong cash flow. |
● | •
A significant portion of total compensation is “at risk” if certain performance goals are not satisfied or otherwise subject to our future performance. |
● | •
Executive officers must comply with robustrigorous stock ownership guidelines. | | |
These and other actions demonstrate our continued commitment to align executive compensation with shareholders’ interests while providing competitive compensation to attract, motivate and retain the Named Executive Officers and other key executives. We will continue to review and adjust our executive compensation programs with these goals in mind to ensure the long-term success of our company and generate increased long-term value to our shareholders. This non-binding advisory vote gives you an opportunity to express your views about our executive compensation programs. As we further align our executive compensation programs with the interests of our shareholders while continuing to retain key talented executives that drive our company’s success, we ask that you approve the compensation of the Named Executive Officers.
2019
The resolution in respect of this Proposal 2 is an ordinary resolution. The text of the resolution in respect of Proposal 2 is as follows: “IT IS RESOLVED, that, on a non-binding, advisory basis, the compensation of nVent Electric plc’s Named Executive Officers as disclosed in the Compensation Discussion and Analysis, the accompanying compensation tables and the related disclosures contained in nVent Electric plc’s proxy statement is hereby approved.”
Approval, by non-binding advisory vote, of the compensation of the Named Executive Officers requires the affirmative vote of a majority of the votes cast in person or by proxy at the Annual General Meeting.
|
| | |
 | | | Each of the Board and the Compensation and Human Capital Committee recommends a voteFOR the approval of the compensation of the Named Executive Officers. |
| |
Compensation and Human Capital Committee Report The Compensation and Human Capital Committee has reviewed and discussed the following Compensation Discussion and Analysis with management and, based on such review and discussions, the Committee has recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement and incorporated by reference into our Annual Report on Form 10-K for the year ended December 31, 2018.2023.
THE COMPENSATION AND HUMAN CAPITAL COMMITTEE
Jerry W. Burris,
Chair
Brian
Susan M. Baldwin
David H.Y. Ho
Cameron
Michael L. Ducker26
Randall J. Hogan
Compensation Discussion and Analysis
Our Named Executive Officers
This Compensation Discussion and Analysis describes the compensation programs and decisions made by the Compensation and Human Capital Committee in regard to the compensation of the following named executive officers (“Named Executive Officers”) for 2023:
| | Name | | | Position | |
| | Beth A. Wozniak | | | Chair and Chief Executive Officer | |
| | Sara E. Zawoyski | | | Executive Vice President and Chief Financial Officer | |
| | Joseph A. Ruzynski | | | President of Enclosures | |
| | Jon D. Lammers | | | Executive Vice President, General Counsel and Secretary | |
| | Aravind Padmanabhan | | | Executive Vice President, Chief Technology Officer | |
Key Business Results and Goals
nVent is a $3.3 billion in sales, high-performance electrical company with a dedicated team of approximately 11,300 people and trusted brands such as nVent CADDY, ERICO, HOFFMAN, ILSCO, RAYCHEM and SCHROFF. We connect and protect with inventive electrical solutions. We design, manufacture, market, install and service high performance products and solutions that are helping to build a more sustainable and electrified world. We have a comprehensive portfolio of enclosures, electrical fastening solutions and thermal management solutions and we are recognized globally for quality, reliability and innovation. Our broad range of products and solutions support data center, industrial, commercial, power utility, renewable energy, infrastructure and energy storage applications around the world. Our solutions help our customers improve energy efficiency, drive resiliency and protection, increase customer productivity, design for lifespan and serviceability, enhance safety, and contribute to more sustainable operations.
With a culture rooted in our Win Right values and continuous improvement, our Spark management system defines how we operate. Together, these provide the mindset and operating system to propel the success of our company. Spark supports the high performance culture we are fostering at nVent, and the five elements are described as:
•
People are at the core of Spark, positively impacting our business and growing their careers
•
Growth is the foundation of Spark, driving shareholder, customer and employee value
•
Lean is the relentless pursuit of eliminating waste and increasing velocity
•
Digital transforms our products and how we do business, improving both customer and employee experiences
•
Velocity is increasing speed in all we do for each other and our customers
Compensation Discussion and Analysis
2023 Full-Year Results* and Highlights Include:
2023 was an outstanding year of performance. For the full year, we had strong growth and execution resulting in record sales of $3.3 billion, 28% adjusted earnings per share growth, margin expansion and robust cash flow.
We continued to execute our growth strategy in 2023. We launched 95 new products, our Data Solutions business grew over 20 percent and we completed two acquisitions, adding over $400 million in annualized sales. The electrification of everything, sustainability and digitalization are driving demand for our products and solutions.
•
Sales of $3.3 billion were up 12% relative to 2022, with acquisitions contributing 9 percent of year-over-year growth.
•
Full-year EPS was $3.37, up 42% from $2.38 in the prior year. On an adjusted basis, EPS of $3.06 was up 28% from $2.40 in the prior year.
•
Full-year net cash provided by operating activities was $528 million and total Free Cash Flow was a record $465 million.
•
We returned approximately $178 million in cash to shareholders through dividends and share repurchases.
•
Our 56% annualized total shareholder return (TSR) as of December 31, 2023 was at the 95th percentile for our compensation comparator group, and the 81st percentile of the companies in the S&P 400 MidCap Industrials Index (the “S&P 400 Industrials”).
Sales
| | | | | Our sales during 2023 were $3,264 million, up 12% compared to $2,909 million in 2022. Sales is a key metric in our Management Incentive Plan, detailed beginning on page 40. | |
Adjusted EPS
| | | | | Full-year reported earnings per share (“EPS”) was $3.37 in 2023 compared to $2.38 in 2022. Adjusted EPS was $3.06 in 2023, up 28% compared to $2.40 in 2022. Adjusted EPS is a key metric in our Management Incentive Plan, detailed beginning on page 40. | |
Free Cash Flow
| | | | | Full-year net cash provided by operating activities was $528 million and total free cash flow was $465 million in 2023. This compares to full-year net cash provided by operating activities of $395 million and total free cash flow of $351 million in 2022. Free cash flow is a key metric in our Management Incentive Plan, detailed beginning on page 40. | |
*
Please see Appendix A for reconciliation of GAAP to non-GAAP financial measures included in this section.
Compensation Discussion and Analysis
Annualized Total Shareholder Return Performance as of December 31, 2023
Total Shareholder Return = Share Price Appreciation + Dividend Yield (annualized)
Overview of Compensation Program and Objectives The Compensation and Human Capital Committee sets and administers the policies that govern our executive compensation, including:
● | establishing and reviewing executive base salaries; |
● | overseeing our annual incentive compensation plan; |
● | overseeing our long-term incentive compensation plan; |
● | approving all awards under those plans; |
● | annually evaluating risk considerations associated with our executive compensation programs; and |
● | annually approving all compensation decisions for executive officers, including those for the Chief Executive Officer and the other Named Executive Officers. |
•
establishing and reviewing executive base salaries;
•
overseeing our annual incentive compensation plan;
•
overseeing our long-term incentive compensation plan;
•
approving all awards under those plans;
•
annually evaluating risk considerations associated with our executive compensation programs; and
•
annually approving all compensation decisions for executive officers, including those for the Chief Executive Officer and the other Named Executive Officers.
The Committee believes that the most effective executive compensation program aligns executive initiatives with shareholders’ economic interests. The Committee seeks to accomplish this by rewarding the achievement of specific annual and long-term goals that create lasting shareholder value. The Committee’s specific objectives include:
● | motivating and rewarding executives for achieving annual and long-term financial objectives; |
● | aligning management and shareholder interests by encouraging employee stock ownership; |
● | providing rewards commensurate with company performance; |
● | encouraging growth and innovation; and |
● | attracting and retaining top-quality executives and key employees. |
•
motivating and rewarding executives for achieving annual and long-term financial objectives;
•
aligning management and shareholder interests by encouraging employee stock ownership;
•
providing rewards commensurate with company performance;
•
encouraging growth and innovation; and
•
attracting and retaining top-quality executives and key employees.
Compensation Discussion and Analysis
To balance the objectives described above, our executive compensation program usesfor 2023 used the following direct compensation elements:
● | base salary,Pay Element | | | Description | | | Link to provideStrategy and Performance | |
| | Base Salary | | | •
A fixed level of cash compensation determined based on benchmark data, scope of responsibility, years of experience, and individual performance | | | •
To attract and compensate high-performing and experienced leaders at a compensation level that is competitive in the marketplace;marketplace | |
● | Annual Incentive Compensation | | | •
An opportunity to earn a cash payment based 100% on formulaic determination against pre-established financial metrics | | | •
To motivate and reward executives for achieving annual incentive compensation, to reward short-termgoals in key areas of business performance against specific financial targets; and | |
● | Long-Term
Incentive
Compensation
(“LTI”) | | | •
Performance Share Units: •
50% of annual LTI •
Payout based on Relative TSR | | | •
Aligns the interests of our executives with shareholders, encouraging long-term incentive compensation,prioritization that we believe will increase shareholder value by generating sustained and superior operational and financial performance over an extended period of time | |
| | | | | •
Stock Options: •
25% of annual LTI | | | •
Directly aligns the interests of our executives with shareowners. Options only have value for executives if operating performance results in stock price appreciation | |
| | | | | •
Restricted Stock Units: •
25% of annual LTI | | | •
Aligns the interest of our executives with shareholders and strengthens key executive retention over relevant time periods to link management incentives tohelp ensure consistency and execution of long-term value creation and shareholder return.strategies | |
We also provide retirement, limited perquisites and other benefits to attract and retain executives over the longer term. The Compensation Committee reviews total compensation for executive officers and the relative levels of each of these forms of compensation against the Committee’s goals. The mix of total direct compensation for 20182023 for our Chief Executive Officer and the average of the other Named Executive Officers is shown in the chart on page 33.2019 Proxy Statement 27
40. Table of Contents
Compensation Discussion and Analysis
Our Compensation Best Practices
What We Do
What We Do |
|
✓ | Double-trigger change in control severance |
✓ | | | Comprehensive clawbackcompensation recovery policy that applies to annual incentive and equity compensation | | |
✓ | | | | | Rigorous stock ownership requirements and holding periods | | |
✓ | | | | | Targets for performance metrics aligned to financial goals communicated to shareholders | | |
✓ | | | | | Alignment of pay and shareholder performance | | |
✓ | | | | | Engagement of an independent compensation consultant | | |
✓ | | | | | Limited perquisites | | |
| | | | | | | | |
| | | | | | | | |
What We Don’t Do
What We Don’t Do |
| |
× | | | No excise tax gross-ups on change in control payments | | |
× | | | | | No hedging or pledging transactions by executive officers involving our ordinary shares | | |
× | | | | | No backdating or repricing of stock options | | |
× | | | | | No liberal share recycling under stock incentive plan | | |
× | | | | | No delivery or payment of dividends on unvested equity awards | | |
× | | | | | No multi-year compensation guarantees | | |
× | | | | | No employment contracts | | |
| | | | | | No “single trigger” change in control equity vesting (starting in December 2022) or severance | | |
2018 Business Results*
On April 30, 2018, we completed
Shareholder Engagement Initiatives and Say on Pay
We value investor feedback and continue to seek feedback through engagement initiatives to align our
Separation from Pentair plc and our launchexecutive compensation programs with shareholder expectations. We view shareholder engagement as an
independent, publicly-traded company. nVent is a $2.2 billion in sales, high-performance electrical companyimportant and continuous cycle. Throughout 2023, we continued our shareholder engagement initiative pursuant to which members of the Board and management met with
a dedicated team ofshareholders representing approximately
9,000 people and trusted brands such as CADDY, ERICO, HOFFMAN, RAYCHEM, SCHROFF and TRACER. Known for innovation, quality and reliability, our products connect and protect, consistently delivering value to industrial, commercial, residential, energy and infrastructure customers. From heat trace cables to critical equipment enclosures to labor-efficient fastening systems, we empower customers to improve performance, lower costs and reduce downtime.With a culture rooted in continuous improvement, the core26% of our operating model is Spark, our management system. Spark has five elements: People, Growth, Lean, Digital and Velocity. Together, they provide the mindset and operating system to propel the successoutstanding ordinary shares on a range of issues. Through these engagements, we received feedback in support of our new company. Spark supports the high performance culture we are building at nVent. Spark has five elements: People Growth, Lean, Digital and Velocity:
● | Peopleare at the core of Spark, positively impacting our business and growing their careers |
● | Growthis the foundation of Spark, driving shareholder, customer and employee value |
● | Leanis the relentless pursuit of eliminating waste and increasing velocity |
● | Digitaltransforms our products and how we do business, improving both customer and employee experiences |
● | Velocityis increasing speed in all we do for each other and our customers |
existing executive compensation programs. In our first year as a new stand-alone public company, nVent delivered full-year 2018 results as follows:
● | Sales2023 advisory vote on the compensation of $2.2 billion were up 6%; organic sales up 5% led by our focus on one nVent, key verticals and new products |
● | Operating income was $311 million versus $316 million in 2017. On an adjusted basis, segment income excluding corporate and other costs was $474 million, up 5% compared to full-year 2017 |
● | Net cash provided by operating activities was $344 million and total pro forma free cash flow was $301 million |
● | Returned approximately $120 million in cash to shareholders through dividends and share repurchases |
* | Please see Appendix A for reconciliation of GAAP to non-GAAP financial measures included in this section. For the first four months of the year ended December 31, 2018, certain expenses of Pentair were allocated to nVent and included in corporate and other costs. |
28 nVent Electric plc
Table of Contents
Compensation Discussion and Analysis
Sales |
 | | Our sales during 2018 were $2,214 million, up 6% compared to $2,098 million in 2017. Sales is a key metric in our Management Incentive Plan, detailed beginning on page 34. |
Segment Income |
 | | Operating income in 2018 was $311 million compared to $316 million in 2017. Our segment income increased 3% on an adjusted basis over the prior year to $424 million in 2018 from $410 million in 2017 and up 5% on an adjusted basis excluding corporate and other cost. Segment income is a key metric in our Management Incentive Plan, detailed beginning on page 34. |
Our new leadership team was in place at the beginning of the year and appointed as officers of nVent upon our launch as an independent, publicly-traded company. Compensation levels for all of our officers are based on a newly established executive compensation peer group (see Comparative Framework discussion on page 31). To ensure a one nVent focus and strong teamwork, all members of our leadership team were assigned to short- and long-term incentive plans that are tied to the overall performance of nVent. Strong sales performance exceeded our goals, resulting in above target annual incentive payments for 2018 (see Annual Incentive Compensation discussion beginning on page 34). We also met our cash flow commitments. While we improved segment income year-over-year, our profitability gains lagged our sales gains. As result, annual incentive awards for our executive officers were reduced from 123% to 110% of target overall, to better align payout levels with business results. nVent is committed to ensuring that our executive pay programs are always closely aligned with the business results and support the interests of our shareholders.
Separation Related Actions
On April 30, 2018, we completed our Separation from Pentair plc and our launch as an independent, publicly traded company.
Pre-Separation Decisions and Oversight
The total compensation arrangements for our Named Executive Officers in 2018 were established in accordance with Pentair’s policies by Pentair and its Compensation Committee in anticipation(“Say-on-Pay”), approximately 96% of the Separationvotes cast by our shareholders were cast in favor of our executive compensation “Say-on-Pay.” Given the support we received from shareholders, we did not undertake any material changes to our executive compensation program in response to this vote. The Compensation and Human Capital Committee remains committed to continuing the roles to be assumed by executive officers following the Separation. Ms. Wozniak was an executive officer of Pentair prior to the Separation and, as such, her annual compensation prior to Separation was approved by the Pentair Compensation Committee in her role as an executive officer of Pentair.
Our other Named Executive Officers were also employed by Pentair prior to the Separation, but were not executive officers of Pentair. In anticipation of the Separation, the Pentair Compensation Committee,dialogue with recommendations from its independent compensation consultant, adopted an initial peer group for shareholders
38nVent for benchmarking purposes. To establish our peer group, Pentair’s Compensation Committee sought companies similar to nVent in size and characteristics, using the same criteria used for establishing Pentair’s peer group (i.e. publicly traded on a major exchange, similar in business scope2019 Proxy Statement 29
Electric plc
Compensation Discussion and Analysisand/or operations, within a reasonable revenue range
regarding our compensation philosophy and engagedpractices and considered the Say-on-Pay vote results in the same or similarcontext of engaging with shareholders and designing our executive compensation programs.
We heard the following themes from our shareholders during our engagement initiatives in 2023:
•
Our executive compensation program reflects pay-for-performance utilizing industry to nVent). The initial peer group can be foundmarket practices and is aligned with our strategic objectives
•
Continued positive feedback on page 32. Additionally, Pentair’s managementthe inclusion of the Environmental, Social, and Governance (ESG) Scorecard in our annual incentive plan
•
Support for the Pentair Compensation Committee developed compensation packages, including base salaries, target annual incentives, and recommended annual equity grant values,updated change in control provision included in our equity-based award agreements for our other Named Executive Officers. The compensation packages were based on multiple reference points including but not limited to comprehensive market data, scope of responsibility, critical needs and skill sets, experience, leadership potential and succession planning, and Committee judgement.Prior to the Separation, Pentair engaged Aon Hewittany awards granted after December 11, 2022 to provide consulting servicesfor double trigger vesting of any awards upon a change in connection with certain executive compensation matters related to the Separation.
Post-Separation Decisions and Oversight
Following the Separation, our Compensation Committee has been responsible for determining our compensation programs and policies for our executive officers and approving the compensation levels applicable to them. In such capacity, our Compensation Committee:
Reviewed the Total Compensation Arrangements for 2018 for our Executive Officers Established by Pentair |
The Committee worked with its independent compensation consultant, Willis Towers Watson, to review the 2018 total compensation arrangements established by Pentair for our executive officers to ensure they appropriately reflect the industry focus and size of our post-Separation business. |
Reviewed the New Executive Compensation Comparator Groups |
The Committee also asked Willis Towers Watson to review the initial peer group established by Pentair’s Compensation Committee to ensure it reflected our post-Separation business focus and size (see page 32). Following the review, the Committee established a revised peer group for 2019 (see page 32). |
Separated 2018 Incentive Plans |
The Committee established separate annual and long-term incentive plans for our company that were in effect for the full 2018 fiscal year. The Pentair Compensation Committee had developed recommendations for separate plans for 2018 prior to the Separation, and our Compensation Committee considered these recommendations and approved separate plans applying to the full 2018 fiscal year immediately following the Separation. While the Separation was completed on April 30, 2018, the Committee wanted to ensure that our management team was focused on their respective business goals for the entire year. |
Approved 2018 Long-Term Incentive Awards |
The Committee reviewed the recommendations from the Pentair Compensation Committee for our 2018 Long-Term Incentive awards to ensure the award totals and equity mix were appropriate and aligned management’s interests with our shareholders. Following their review, the Committee approved the awards effective May 7, 2018 (see page 36). |
Approved Executive Compensation and Equity Policies |
The Committee established several policies that govern aspects of our executive compensation and equity programs including our robust Stock Ownership Guidelines (see page 37), Policy Prohibiting Hedging and Pledging, Equity Holding Policy and Clawback Policy (see pages 38). |
The Compensation Committee will continue to closely review and evaluate the effectiveness of the executive compensation programs. Our pay-for-performance philosophy and desire to closely align the interest of our management teams with those of our shareholders will continue to guide executive compensation decisions.
30 nVent Electric plc
control
Table of Contents
Compensation Discussion and Analysis
Treatment of Equity-Based Compensation Awards upon the Separation
As determined by the Pentair Compensation Committee in connection with the Separation, all outstanding Pentair equity-based awards held by nVent employees, including our Named Executive Officers, were adjusted using the following principles:
● | All restricted stock unit, stock option, and performance share unit awards granted before May 9, 2017, were converted based on a “bifurcation” method into awards relating to both nVent shares and Pentair shares, and the exercise price of, and number of shares subject to, each award were adjusted so that the aggregate value of the two awards preserved the intrinsic value of the original Pentair award, as measured immediately before and immediately after the Separation.
|
● | All restricted stock unit, stock option, and performance share unit awards granted after May 9, 2017 were converted based on a “concentration” method into awards relating solely to nVent shares, and the exercise price of, and number of shares subject to, each award were adjusted so that the value of the award preserved the intrinsic value of the original Pentair award, as measured immediately before and immediately after the Separation.
|
Additionally, in anticipation of the Separation, the Pentair Compensation Committee approved the conversion of all outstanding performance share units granted in 2016 and 2017 to restricted stock units by determining the extent to which the performance goals established for such awards were considered satisfied at the time of the Separation, as follows:
● | 2016 performance share units were converted to restricted stock units at 125% of the target level
|
● | 2017 performance share units were converted to restricted stock units at 100% of the target level
|
The converted performance share units continue to vest over their original three-year performance period, such that vesting will occur at the end of the original performance period or at such earlier times as were provided under the terms of the original performance share unit award.
In setting compensation for our executive officers, including our Named Executive Officers, the Compensation and Human Capital Committee uses competitive compensation data from an annual total compensation study of selected peer companies (our “Comparator Group”) and other relevant survey sources to inform its decisions about overall compensation opportunities and specific compensation elements. Additionally, the Committee uses multiple reference points when establishing targeted compensation levels. The Committee applies judgment and discretion in establishing targeted pay levels, taking into account not only competitive market data, but also factors such as company, business unitsegment and individual performance, scope of responsibility, critical needs and skill sets, experience, leadership potential and succession planning. Our CompensationThe Committee selects companies for inclusion in the Comparator Group based on several important criteria:● | publicly-traded on a major exchange;
|
● |
•
publicly-traded on a major exchange; •
similar in business scope and/or operations to our segments and global in nature; |
● | within a reasonable revenue range (generally 0.5x to 2x) compared to our revenue;
|
● | where we compete for talent; and
|
● | engaged in the same or a similar industry to ours, based on Global Industry Classification Standard (“GICS”) code: industrial machinery, electrical components and equipment, agricultural and farm machinery, building products, electronic components, industrial conglomerates and security and alarm services.
|
2019 Proxy Statement 31
Table of Contents
Compensation Discussion and Analysis
In anticipation ofglobal in nature;
•
within a reasonable revenue range (generally 0.5x to 2x) compared to our revenue;
•
where we compete for talent; and
•
engaged in the Separation, the Pentair Compensationsame or a similar industry to ours, based on Global Industry Classification Standard (“GICS”) code: electrical components and equipment, electronic components and industrial machinery.
The Committee worked with recommendations from its independent advisor, adopted an initial peer groupWTW to develop our Comparator Group for nVentuse in setting target compensation for benchmarking purposes. To establish2023 for our peer group, Pentair’s Compensation Committee sought companies similar to nVent in size and characteristics, using the above criteria. Based on such criteria, the Pentair Compensation Committee selectedexecutive officers, including our Named Executive Officers. Our Comparator Group for 2023 included the following 20 peer companies, as our initial peer group for benchmarking purposes:A.O. Smith Corporation | Actuant Corporation | Acuity Brands, Inc. |
Atkore International Group Inc. | Belden Inc. | Colfax Corporation |
EnerSys | Generac Holdings Inc. | General Cable Corporation |
Hubbell Incorporated | IDEX Corporation | Lincoln Electric Holdings, Inc. |
Littelfuse, Inc. | Regal Beloit Corporation | Snap-on Incorporated |
The Timken Company | Valmont Industries, Inc. | Woodward Inc. |
The initial peer group companieswhich had revenues ranging from approximately $1.10$1.5 billion to $4.17$6.2 billion, with median revenues of approximately $2.69 billion.
$3.4 billion: Following the Separation, our Compensation Committee worked with Willis Towers Watson to develop a Comparator Group for establishing the compensation for 2019. Willis Towers Watson recommended the following changes: 1) the removal of A.O. Smith Corporation, Snap-on Incorporated, and Valmont Industries, Inc. because they were not closely representative of nVent’s business; and 2) the addition of AMETEK, Inc., Graco Inc., ITT Inc., and SPX Corporation because they are more closely representative of nVent’s business and are considered peers by many of nVent’s current peer companies. Our updated Comparator Group for 2019 includes the following 19 peer companies, which had revenues ranging from approximately $1.10 billion to $4.30 billion, with median revenues of approximately $2.58 billion. Our revenue for 2018 was $2.2 billion. |
Actuant Corporation | Acuity Brands, Inc. | | | Altra Industrial Motion Corp. | | | AMETEK, Inc.Inc | |
| | Atkore International Group Inc. | | | Belden Inc. | Colfax Corporation | | EnerSys | |
EnerSys | ESAB Corporation | | | Generac Holdings Inc. | General Cable Corporation | | Graco Inc. | |
Graco Inc. | Hubbell Incorporated | | | IDEX Corporation | | | ITT Inc. | |
ITT | Kennametal Inc. | | | Lincoln Electric Holdings, Inc. | | | Littelfuse, Inc. | |
| | Regal BeloitRexnord Corporation | | | Sensata Technologies Holding plc | | | SPX Corporation | |
| | The Timken Company |
| | | Woodward, Inc. | | | | |
32 nVent Electric plc
The Comparator Group used for 2023 reflected the replacement of Colfax Corporation (n/k/a Enovis Corporation) with ESAB Corporation, a company that became a stand-alone publicly traded entity through a separation from Colfax Corporation in 2022. The Committee did not make changes to the Comparator Group following its annual review in 2023 in preparation for setting 2024 compensation.
Compensation Discussion and Analysis2018
Compensation Program Elements We have three elements of total direct compensation: base salary, annual incentives and long-term incentives, which are described below. We also provide limited perquisites (see page 37)45) and standard retirement and health and welfare benefits (see pages 38page 46).
2023 Target Direct Compensation Mix(1)
(1)
Target Direct Compensation Mix for our Named Executive Officers was calculated using their December 31 base salary, 2023 target annual incentive compensation and 39).2018 Target Direct Compensation Mix
|
CEO | Other NEOs |
 |  |
2023 target long-term incentive compensation.
We provide each Named Executive Officer with a fixed base salary. In setting base salaries, the Compensation and Human Capital Committee generally references comparable positions at peer companies based on available market data, which include published survey data and proxy statement data for our Comparator Group. The Committee considers compensation at comparable companies, and does not set base salaries based on a particular peer group benchmark or any single factor. Differences in base salaries among the Named Executive Officers are determined by the Committee based on numerous factors such as competitive conditions for the Named Executive Officer’s position within the Comparator Group and in the broader employment market, as well as the Named Executive Officer’s level of responsibility, experience and individual performance.In connection with
Following a detailed review of each Named Executive Officer’s base salary prior to 2023, the Separation, the Pentair Compensation Committee approved an increase in Ms. Wozniak’sthe following 2023 base salary from $520,000 to $820,000salaries effective at the timeas of SeparationMarch 1, 2023 to reflect her new role as Chief Executive Officer of nVent. Prior to the Separation, base salaries for non-executive officers, including Mr. Pettit at the time, were set according to Pentair’s general process for determining non-executive officer salaries, which includes input from each officer’s managertheir performance, responsibility, and approval by the Chief Executive Officer. As part of the general process, Mr. Pettit received an annual merit increase of 2.7% for 2018.In connection with each of Ms. McMahan’s, Mr. Lammers’ and Ms. Heath’s commencement of employment on October 2, 2017, December 1, 2017, and December 4, 2017, respectively, the Pentair Compensation Committee set their base salaries based on a wide range of factors, including their anticipated scope of responsibilities at nVent, a market review, the individual’s prior compensation level and arm’s length negotiations with each individual.
2019 Proxy Statement 33
competitiveness: | | Named Executive Officer | | | 2022
Base Salary | | | 2023
Base Salary | |
| | Ms. Wozniak | | | | $ | 970,000 | | | | | $ | 1,020,440 | | |
| | Ms. Zawoyski | | | | $ | 520,000 | | | | | $ | 550,000 | | |
| | Mr. Ruzynski | | | | $ | 480,900 | | | | | $ | 510,000 | | |
| | Mr. Lammers | | | | $ | 505,000 | | | | | $ | 525,000 | | |
| | Mr. Padmanabhan | | | | $ | 472,500 | | | | | $ | 500,000 | | |
Table of Contents
Compensation Discussion and Analysis
Annual Incentive Compensation
To provide competitive compensation to attract and retain top talent while linking pay to annual performance, we pay a portion of our executives’ cash compensation as incentive compensation tied to annual business performance as measured against annual goals established by the Compensation and Human Capital Committee.
In
2018,2023, we provided cash annual incentive compensation to our executive officers, including the Named Executive Officers, under our Management Incentive Plan (“MIP”). MIP awards were granted under the nVent Electric plc 2018 Omnibus Incentive Plan.
Compensation Discussion and Analysis
Targets
Each Named Executive Officer’s targeted level of incentive compensation opportunity under the MIP is set as a percentage of base salary, based on the Committee’s review of theirits independent advisor’s recommendations, relevant survey data and, in the case of Named Executive Officers other than the Chief Executive Officer, the recommendations of the Chief Executive Officer. The Committee generally sets each executive’s target incentive compensation opportunity with reference to the Comparator Group’s target payouts and does not set target incentive compensation opportunities based on a particular peer group benchmark or any single factor. The actual target incentive compensation opportunity set by the Committee for each Named Executive Officer varies depending on a wide range of factors, including competitive conditions for the Named Executive Officer’s position within the Comparator Group and in the broader employment market, as well as the Named Executive Officer’s performance, level of responsibility and experience. An executive officer’s base salary multiplied by the incentive compensation opportunity percentage establishes the target incentive compensation for which the executive officer is eligible. In anticipationDecember 2022, the Committee undertook its annual review of the Separation, the Pentair Compensation Committee determinedtargeted levels of annual incentive compensation targetsopportunities and approved increases in 2018February 2023 to reflect market practices for all our executive officers. At the time of the Separation,following Named Executive Officers: Ms. Wozniak’s target was increasedZawoyski’s and Mr. Ruzynski’s from 80% to 100% of base salary90% and Mr. Lammers’ from 75% to reflect her new role as Chief Executive Officer. Accordingly, her total annual incentive opportunity for 2018 was pro-rated to reflect the mid-year target change.80%.
These incentive compensation targets as a percentage of salary and a dollar amount, based on the annual base salary in effect on December 1, 2018,2023, were as follows: | Pre-Separation
Target
(% of Salary) | | Post-Separation
Target
(%) | | Total 2018
Target
($)(1) |
| Beth A. Wozniak(1) | 80 | | 100 | | 766,590 |
| Stacy P. McMahan | 75 | | 75 | | 375,000 |
| Jon D. Lammers | 65 | | 65 | | 292,500 |
| Thomas F. Pettit | 50 | | 50 | | 192,500 |
| Lynnette R. Heath | 65 | | 65 | | 243,750 |
(1) | Target dollar amount reflects pro-ration between pre-Separation and post-Separation target percentages. |
34 nVent Electric plc
| | | | | 2023 Target
(% of Base
Salary) | | | 2023
Target
($) | |
| | Beth A. Wozniak | | | | | 125% | | | | | | 1,275,550 | | |
| | Sara E. Zawoyski | | | | | 90% | | | | | | 495,000 | | |
| | Joseph A. Ruzynski | | | | | 90% | | | | | | 459,000 | | |
| | Jon D. Lammers | | | | | 80% | | | | | | 420,000 | | |
| | Aravind Padmanabhan | | | | | 80% | | | | | | 400,000 | | |
Table of Contents
Compensation Discussion and Analysis
Actual incentive compensation awarded to each Named Executive Officer may range from 00% to 2.35 times the200% of target, depending on actual company and individual performance, as described below.
2023 MIP Performance Metrics
For the 20182023 MIP, the Pentair Compensation Committee withapproved, based on recommendations from Ms. Wozniak, recommended for approval byof our Chief Executive Officer, the nVent Compensation Committee thefollowing performance measures, for the 2018 MIP that were applicable to nVent’s management employees. In anticipation of the Separation, each of these performance measures were based solely on nVent’s (and not Pentair’s) performance during 2018. The three performance measures thatwhich applied to each of our Named Executive Officers were Income,Officers: Revenue, andAdjusted Earnings Per Share, Free Cash Flow, and the Environmental, Social and Governance (ESG) Scorecard, each measured with respect to nVent’s company-wideenterprise-wide performance.
The performance goals that applied to each of our Named Executive Officers, as well as the weight assigned to each performance goal and the corresponding payout levels, were as follows:
| | Performance Measure | | | Weight
(%) | | | Threshold
(Required for any
payout; payouts
begin at 50%) | | | Target
(100% payout) | | | Maximum
Performance
(200% payout) | |
| | Revenue (gross sales less applicable deductions for discounts, returns, and price adjustments) | | | | | 30 | | | | $2,843 million | | | $3,057 million | | | $3,271 million | |
| | Adjusted Earnings Per Share | | | | | 30 | | | | $2.32 | | | $2.61 | | | $2.90 | |
| | Free Cash Flow (cash from operating activities less capital expenditures,
plus proceeds from sale of property and equipment) | | | | | 25 | | | | $351 million | | | $413 million | | | $496 million | |
| | ESG Scorecard | | | | | 15 | | | | See following chart | |
The 2023 ESG Scorecard was weighted at 15% of the total potential payout for all MIP participants, including our Named Executive Officers. The metrics selected for the scorecard were intended to help drive progress towards the ESG goals disclosed in our ESG Report. ESG is an essential part of our business strategy and we are dedicated to continuously improving
Compensation Discussion and Analysis
our efforts. Our scorecard focuses on quantitative measures to help drive year-over-year improvement in the following categories:
Financial Performance Measure | Weight
(%)Category | Threshold
(Required for any
payout; payouts
begin at 75%)
($) | Target
(100% payout)
($) | Superior
Performance
(200% payout)
($) | Excellence
(300% payout)
($) |
Income (income before income taxes excluding interest expense, loss on sale | •
Inclusion Index score from our engagement survey and two pulse surveys — This was selected to reinforce the importance of businesses, loss on early extinguishment of debt, restructuring, separation costs, intangible amortization, pensiona company culture that is inclusive and other post-retirement mark-to-market loss and tradename and other impairment)where our employees are engaged. | 35 | 404 million | 433 million | 455 million | 480 million |
Revenue (gross sales less applicable deductions for discounts, returns, | •
Diverse candidate slates — Focusing on having diverse candidate slates will help us achieve our 2025 People goals of increasing representation of women in management and price adjustments)of racially diverse U.S. professional employees. | 35 | 2,098 million | 2,170 million | 2,250 million | N/A |
Free Cash Flow (cash from operating activities less capital expenditures, plus proceeds from sale | •
Global gender representation for our professional population — This ties directly to our 2025 People goal of propertyincreasing representation of women in management globally by 20% by 2025. As disclosed in the ESG Scorecard Measure table under the heading “Payouts”, approximately 28% of our global professional and equipment)management employees were female as of December 31, 2023. Gender representation in the ESG Scorecard considers all professional and management employees based on our internal career streams, and is not limited to EEO-1 categories. | 30 |
| | 285 million•
U.S. racial representation for our professional population — This ties directly to our 2025 People goal of increasing representation of racially diverse U.S professional employees by 25% by 2025. As disclosed in the ESG Scorecard Measure table under the heading “Payouts”, approximately 22% of our U.S. professional and management employees were racially diverse as of December 31, 2023. Racial representation in the ESG Scorecard considers all professional and management employees based on our internal career streams, and is not limited to EEO-1 categories. | 320 million |
| | 365 million•
Reduction in Scope 1 and Scope 2 CO2 Emissions — This ties directly to our 2030 Planet goal of achieving a 25% reduction in Scope 1 and Scope 2 greenhouse gas emissions. Reducing our carbon emissions and using more green energy are important steps we are taking to combat global climate change. | N/A |
The goals utilized in the ESG Scorecard, as well as the weight assigned to each goal and the corresponding payout levels, were as follows:
| | ESG Scorecard Measure | | | Weight
(%) | | | Threshold
(Required for any
payout; payouts
begin at 50%) | | | Target
(100% payout) | | | Maximum
Performance
(200% payout) | |
| | Employee engagement survey scores for inclusion index | | | | | 20 | | | | 72 | | | | | 73 | | | | | | 74 | | |
| | Percentage of global professional slates that have diverse candidates | | | | | 20 | | | | 75% | | | | | 85% | | | | | | 95% | | |
| | Increase in gender diversity of our global professional population | | | | | 20 | | | | 3% growth | | | | | 5% | | | | | | 7% | | |
| | Increase in racial diversity of our U.S. professional population | | | | | 20 | | | | 6% growth | | | | | 8% | | | | | | 10% | | |
| | Reduction in Scope 1 and Scope 2 CO2 Emissions(1) | | | | | 20 | | | | 3% reduction | | | | | 7% | | | | | | 12% | | |
(1)
Operational improvements required for payout above target. Excludes our 2023 acquisitions because they were not part of the original baseline established in 2022.
The target levels for the performance goals were aligned with the enterprise objectives in our annual operating plan. To provide an added performance incentive, the Committee determined that the amount of incentive compensation related to each performance goal would be scaled according to the amount by which the measure exceeded or fell short of the target. The Committee also determined that the performance goals for revenue and free cash flow should have a threshold level below which no incentive compensation would be earned, and that potential payouts would be scaled from 0.7550% at the threshold to 2.0 times200% at the maximum, as detailed above. For income, the Committee set the threshold at 0.75 and the maximum potential payout at 3.0 times the target. Payouts
The actual incentive compensation of each Named Executive Officer was determined by multiplying the eligible target incentive compensation amount by a multiplier determined as described above. Taking into account the adjustments described below the following table, for 2018,For 2023, actual results as measured by the performance goals under the MIP for each of our Named Executive Officers were as follows:| Financial Performance Measure | Weight
(%) | Actual Financial
Results
($) | Payout
(%) | Weighted
Payout
(%)(1) |
| Income (As Adjusted for the MIP) | 35 | 424.6 million | 92.8 | 32.5 |
| Revenue | 35 | 2,226.9 million | 171.1 | 59.9 |
| Free Cash Flow | 30 | 321.0 million | 102.2 | 30.6 |
| Total | 100 | | | 123.0 |
| | Financial Performance Measure | | | Weight
(%) | | | 2023 Results | | | Payout
(%) | | | Weighted
Payout
(%) | |
| | Revenue (As Adjusted for factors specified below) | | | | | 30 | | | | $3,002 million | | | | | 87% | | | | | | 26% | | |
| | Adjusted EPS (As Adjusted for factors specified below) | | | | | 30 | | | | $3.06 | | | | | 200% | | | | | | 60% | | |
| | Free Cash Flow | | | | | 25 | | | | $465 million | | | | | 162% | | | | | | 41% | | |
| | Total for Financial Performance | | | | | 85 | | | | | | | | | 149% | | | | | | 127% | | |
Compensation Discussion and Analysis
| | ESG Scorecard Measure | | | Weight
(%) | | | 2023 Results | | | Payout
(%) | | | Weighted
Payout
(%) | |
| | Employee engagement survey scores for inclusion index | | | | | 3 | | | | 72 | | | | | 50% | | | | | | 2% | | |
| | Percentage of global professional slates that have diverse candidates | | | | | 3 | | | | 86% | | | | | 110% | | | | | | 3% | | |
| | Increase in gender diversity of our global professional population | | | | | 3 | | | | 4.8% growth (27.96%) | | | | | 96% | | | | | | 3% | | |
| | Increase in racial diversity of our U.S. professional population | | | | | 3 | | | | 2.1% loss (22.01%) | | | | | 0% | | | | | | 0% | | |
| | Reduction in Scope 1 and Scope 2 CO2 Emissions | | | | | 3 | | | | 9.1% reduction | | | | | 142% | | | | | | 4% | | |
| | Total for Non-Financial Performance | | | | | 15 | | | | | | | | | 80% | | | | | | 12% | | |
| | | | | Payout as a %
of Target
(%) | |
| | Total MIP Payout | | | | | 139% | | |
Adjustments to operating incomerevenue for factors specified in MIP included foreign exchange impact ($9 million) and revenue contributed from acquisitions ($253 million). Adjustments to EPS for factors specified in the MIP included: restructuring and other charges ($7.7 million), separation costs ($45.013 million), intangible asset amortization ($60.990 million), corporate allocationscertain acquisition related costs ($13 million), inventory step-up amortization ($18 million), pension mark-to-market loss ($14 million), gain on sale of investment (-$0.810 million), amortization of bridge financing debt issuance costs ($4 million), and foreign exchange impact ($1.0income tax adjustments (-$193 million). Adjustments to free cash flow for factors specified in the MIP include cash payments related to separation costs of $20.2 million.
Based on the foregoing, the Named Executive Officers received the MIP payouts that are reflected in the “Non-Equity Incentive Plan Compensation” column under “Executive Compensation Tables-Summary Compensation Table.”2019 Proxy Statement 35
Table of Contents
Compensation Discussion and Analysis
The Committee reviews and certifies our level of achievement for each performance measure before any payments are made. Under the terms of the MIP, the Committee has discretion to reduceadjust any Named Executive Officer’s annual cash bonus prior to payment. For 2018, Management recommended, and the Committee agreed, to exercise negative discretion for the 2018 MIP payout thus reducing the annual incentive payout from 123% to 110% of target overall. While aggregate financial and operational performance was quite strong, management and the Committee wanted to reinforce the commitment to pay-for-performance, profitable growth and shareholder value creation.
2018
Long-Term Incentive Compensation We believe the long-term incentive compensation is an important element of executive compensation tied to building and sustaining our company’s value through ordinary share performance over time.
2023 Long-Term Incentive Awards
The mix of long-term incentive award types for our Named Executive Officers in 20182023 was as follows:
Equity Mix
| | | | | |
| |
2018Equity Mix |
| |
 | In keeping with its philosophy that executive compensation must be tied to building and sustaining value through ordinary share performance over time, the Compensation and Human Capital Committee establishes long-term incentive compensation targets with reference to both published survey data and data from our Comparator Group. The Committee does not set award levels based on a particular peer group benchmark or any single factor. Rather, the Committee seeks to provide appropriate retention and performance incentives based on a wide range of factors, such as competitive conditions for the Named Executive Officer’s position with the Comparator Group and in the broader employment market, as well as the Named Executive Officer’s level of responsibility, experience, and individual performance. | |
Prior to
Consistent with that approach, in 2023, the Separation, the Pentair Compensation Committee recommended for approval the 2018 annual grant targets for long-term incentive compensation for our executive officers. The Pentair Compensation Committee referenced benchmark data (including compensation surveys, Comparator Group information, and other data provided by its compensation consultant)WTW) in formulating their recommendations for approval, but did not setsetting target dollar award levels based on a particular peer group benchmarkfor each Named Executive Officer and for each position or single factor. Pentair’s past practice had been to grant long-term incentive awards atgrade level.
Compensation Discussion and Analysis
The following table shows the beginningtarget value of the year. However, in anticipation of the Separation and based upon recommendations from management, Pentair decided to delay the 2018 annual grants until after the Separation. As a result, following the Separation, our Committee reviewed the recommendations from Pentair’s Compensation Committee and approved the2023 long-term incentive compensation awards for nVent’s executive officers, includinggranted to the Named Executive Officers:
| | | | | 2023 Target
Award Opportunity
($) | |
| | Beth A. Wozniak | | | | | 5,250,000 | | |
| | Sara E. Zawoyski | | | | | 1,400,000 | | |
| | Joseph A. Ruzynski | | | | | 1,000,000 | | |
| | Jon D. Lammers | | | | | 900,000 | | |
| | Aravind Padmanabhan | | | | | 900,000 | | |
The Committee approved in February 2023 the elements and mix of awards. On May 7,long-term incentive compensation granted effective March 1, 2023 under the nVent Electric plc 2018 theOmnibus Incentive Plan. The Committee granted all then-serving executive officers, including each of the Named Executive Officers a mix of the following components: stock options, restricted stock units, and performance share units.
For 2023, the Committee maintained the long-term incentive award types undermix of 50% performance share units, 25% stock options, and 25% restricted stock units. The components had the features described below:
•
Performance share units: Each performance share unit represents the right to receive one of our nVent Electric plc 2018 Omnibus Incentive Plan:ordinary shares at the end of a three-year performance period if specified performance goals are achieved. Similar to restricted stock units, performance share units include dividend equivalent units that are accrued during the vesting period, and paid to participants in cash at the same time as, and only to the extent that, the related performance share units vest. For the performance share units granted in 2023 relating to the 2023-2025 performance period, the Compensation and Human Capital Committee approved TSR relative to the S&P 400 Industrials, measured at the end of the third year of the performance period, as the performance measure because the Committee believes it helps ensure continued alignment of our executives’ incentives with the interests of our shareholders, and supports our focus on growing the business. The performance goal and corresponding payout levels for the performance share units granted in 2023 are as follows:
● | Stock options:The stock options remain outstanding for ten-years and vest at a rate of one-third per year. In recognition of the delay in the 2018 annual grants due to the Separation, our Committee approved using January 1 of each of the first three years after the grant date as the vesting dates for the stock options granted in 2018. Going forward, we anticipate that our future stock option grants generally will use the first three anniversaries of the grant date as the vesting dates.Metric | | | Weight | | | Threshold
(50% payout) | | | Target
(100% payout) | | | Superior
Performance
(200% payout) | |
● | Restricted stock units:Each restricted stock unit represents the right to receive one of our ordinary shares upon vesting and includes one dividend equivalent unit, which entitles the holder to a cash payment equal to all cash dividends declared on our ordinary shares from and after the date of grant. Dividend equivalent units are accrued during the vesting period and paid to participants in cash at the same time the related restricted stock units vest. One-third of the restricted stock units vest each year. In recognition of the delay in the 2018 annual grants due to the Separation, our Committee approved using January 1 of each of the first three years after the grant date as the vesting dates for the restricted stock units granted in 2018. Going forward we anticipate that our future restricted stock unit grants generally will use the first three anniversaries of the grant date as the vesting dates. |
●Relative TSR | Performance share units:Each performance share unit represents the right to receive one of our ordinary shares at the end of a three-year performance period if specified performance goals are achieved. Similar to restricted stock units, performance share units include dividend equivalent units that are accrued during the vesting period, and paid to participants in cash at the same time, and only to the extent that, the related performance share units | | | | 100.0% | | | | |
| 25th
percentile | | | | |
| 50th
percentile | | | | |
| 75th
percentile | | |
36 nVent Electric plc
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Compensation Discussion and Analysis
| vest. For the performance share units granted in 2018 relating to the performance period 2018-2020, the nVent Compensation Committee approved adjusted earnings per share (“EPS”) as the measure because they feel it aligns closely with shareholder value creation, and is critical to achieve for a newly public company. The performance goal and corresponding payout levels for 2018 were as follows:
|
| Metrics | | Weight
(%) | | Threshold
(50% payout)
($) | | Target
(100% payout)
($) | | Superior
Performance
(200% payout)
($) | | Excellence
(300% payout)
($) |
| Adjusted EPS | | 100.0 | | 1.81 | | 2.08 | | 2.31 | | 2.43 |
Payouts would be scaledare interpolated for performance between threshold and target and between target and maximum.
We did not issue any founders grants If performance share units are earned but absolute TSR is negative, the amount of shares earned cannot exceed target payout.
•
Stock options: Each stock option has a term of ten years, with one third of options vesting on each of the first, second, and third anniversaries of the grant date.
•
Restricted stock units: Each restricted stock unit represents the right to anyreceive one of our executive officersordinary shares upon vesting and includes one dividend equivalent unit, which entitles the holder to a cash payment equal to all cash dividends declared on our ordinary shares from and after the date of grant. Dividend equivalent units are accrued during the vesting period and paid to participants in connection withcash at the Separation. However,same time as, and only to the Pentair Compensation Committee approved a one-time equity-based award in 2018 for Mr. Pettit in connection withextent that, the Separation. The award was in the form ofrelated restricted stock units subject to 4-year cliff-vestingvest. One-third of the restricted stock units vest on each of the first, second, and had an aggregatethird anniversaries of the grant date fair value of approximately $400,000.date.
The total number of shares subject to all the performance share units, stock options and restricted stock units and performance share units, and the values of the awards, granted to the Named Executive Officers in 20182023 are reflected under “Executive Compensation Tables-Grants of Plan-Based Awards in 2018.2023.” The value of restricted stock units that vested for each Named Executive Officer in 20182023 and the value of options exercised by each Named Executive Officer in 20182023 are shown in the table under “Executive Compensation Tables-2018Tables-2023 Option Exercises and Stock Vested Table.”Going forward, because our Compensation
Achievement under 2021-2023 PSUs
The Committee believes that it is valuablegranted stock settled performance share units to award executive compensation that is tiedthe Named Executive Officers in 2021, relating to building and sustaining our company’s value throughthe three-year performance period 2021-2023. Each performance unit entitled the holder to one ordinary share following the end of the three-year performance over time in orderperiod if we achieved specific company performance goals on metrics established by the Committee. The performance metric selected by the Committee for the 2021-2023 performance period was TSR relative to align management’s interests with our shareholders, we plan to continue to grant a portion of our executive officer’s direct compensationthe S&P 400 Industrials. Payouts would be scaled for performance between threshold and target and between target and maximum.
Compensation Discussion and Analysis
The Committee reviewed and approved the performance share units for the 2021-2023 performance period as reflected in the form of equity-based compensation each year.chart below:
| | Metric | | | Weight | | | Threshold
(50% payout) | | | Target
(100% payout) | | | Maximum
(200% payout) | | | Result | | | Payout | |
| | TSR Relative to the S&P 400 Industrials | | | | | 100% | | | | |
| 25th
percentile | | | | |
| 50th
percentile | | | | |
| 75th
percentile | | | | |
| 97th
percentile | | | | | | 200% | | |
Perquisites and Other Personal Benefits We provide limited benefits and perquisites to executive officers that are not available to the general employee population. Special benefits include an annualpopulation in the form of occasional personal use of event tickets when such tickets are not being used for business purposes, and a limited financial counseling benefit, for which, in both cases, we have no aggregate incremental cost, as well as one executive physical and a deferred compensation plan. Certain executives also received sporting event tickets during 2018.per year for preventative care. Additionally, spouses or guests of executive officers may be provided travel and/or entertainment benefits related to business events at which their attendance is expected and appropriate, such as company recognition events or trips, or social events held for marketing or other business purposes. TheseEach of our Named Executive Officers is also eligible to receive an annual reimbursement up to $350 for costs incurred for identity theft protection services. We also make charitable contributions to registered nonprofit organizations on behalf of each of our Named Executive Officers. Other than with regard to the charitable contributions, these benefits are generally provided with little or no incremental cost to the Company.
Stock Ownership Guidelines The Compensation and Human Capital Committee has established stock ownership guidelines for the Named Executive Officers and other executives to motivate them to become significant shareholders, and to further encourage long-term performance and growth, and to align their interests with those of shareholders generally.shareholders. The Compensation and Human Capital Committee monitors executives’ compliance with these guidelines and periodically reviews the definition of “stock ownership” to reflect the practices of companies in the Comparator Group. “Stock ownership” currently includes ordinary shares owned by the officer both directly and indirectly, the pro-rated portion of the officer’s unvested restricted stock units, shares held by the officer in his or her qualified retirement plan account, and shares acquired under our employee stock purchase plan. Stock ownership does not include2019 Proxy Statement 37
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performance share units until they are earned at the end of the performance period. The Committee determined that, over a period of five years from appointment, certain executives should accumulate and hold ordinary shares equal to specified multiples of base salary. Once the executive has achieved the target ownership level, the executive will be deemed thereafter to have satisfied the target ownership level, regardless of changes in the price of the ordinary shares, until such time as the executive disposes of any shares, after which compliance will be re-measured.
The multiples of base salary required by the guidelines are as follows:
| | Executive Level | | | Stock Ownership Guidelines
(as a multiple of salary) | |
| | Chief Executive Officer | | | 6.0x base salary | |
| | Executive Vice President and Chief Financial Officer | | | 3.0x base salary |
Executive Vice President and Chief Integrated Supply Chain Officer; | | 2.5x base salary |
| | Executive Vice President and Chief Human Resources Officer; | | |
Executive Vice President and General Counsel and Secretary; | | |
Executive Vice President and Chief Growth and StrategyTechnology Officer;
Segment Presidents | | | 2.5x base salary | |
Segment Presidents | | |
| Other key executives | | | 2.0x base salary | |
Due to their recent appointments in connection with the Separation, none of the
All Named Executive Officers has yethave met his or hertheir respective ownership guideline. However, eachguideline as of them has five years from the date of the Separation to meet his or her ownership guideline.December 31, 2023.
We maintain an equity holding policy under which executive officers subject to our stock ownership guidelines are required to retain 100% of the net number of shares acquired under equity awards until the ownership guidelines are satisfied.This policy may be waived to the extent its application to any individual executive officer would cause undue hardship to the executive officer.
Clawback
Compensation Recovery PolicyThe Committee believes it is appropriate
During 2023, we adopted an updated compensation recovery policy designed to hold all executives accountable for actions or omissionscomply with the SEC’s recently issued regulations and the implementing New York Stock Exchange listing standards. This policy provides that, result in significant reputational or financial harmif we are required to our company. Accordingly,prepare a qualifying accounting restatement, then, unless an exception applies, we will recover reasonably promptly the Committee has adopted
Compensation Discussion and Analysis
excess of (1) the amount of incentive-based compensation received by a clawback policy under which certain incentive compensation earned by our executives, including executive officers, may be recouped or forfeited if the executive’s fraud or intentional misconduct isperson who served as a significant contributing factor to a restatement of financial results. The incentive compensation subject to this policy includes short-term and long-term incentive compensation to the extent the compensation was paid, credited or earnedcovered officer at any time during the year afterapplicable performance period during the financial results were first disclosed.three completed years immediately preceding the date we are required to prepare the accounting restatement over (2) the amount that would have been received had it been determined based on the restated financials. In addition, all nVent employees who receive incentive compensation under the nVent Electric plc 2018 Omnibus Plan are subject to an additional forfeiture policy that requires forfeiture or cancellation of all awards and grants of every type, whether or not then vested on the employee’s last day of service if the employee’s termination was due to (a) a material violation of our policies, including any policy contained in our Code of Business Conduct, (b) embezzlement from, or theft of property belonging to us or any of our affiliates, (c) willful failure to perform, or gross negligence in the performance of, or failure to perform, assigned duties, or (d) other intentional misconduct whether related to employment or otherwise, which has, or has the potential to have, a material adverse effect on our business or the business of our affiliates.
Policy Prohibiting Hedging and Pledging We maintain a policy that prohibits our employees, including executive officers, directors, their family members and directorsanyone designated to engage in securities transactions on their behalf from engaging in hedging or pledging transactions involving our ordinary shares or other nVent securities. This policy prohibits purchasing financial instruments, including prepaid variable forward contracts, equity swaps and collars, or otherwise engaging in transactions, that hedge or offset, or are designed to hedge or offset, any decrease in the market value of nVent securities. Transactions designed to facilitate portfolio diversification, such as exchange funds, are permitted for non-management directors but not employees.
Retirement and Other Benefits Our Named Executive Officers and other eligible executives and employees may participate in a qualified retirement plan and a nonqualified deferred compensation plan, both of which are described below. Ms. Wozniak is also eligible to participate in a Supplemental Executive Retirement Plan, which is described below under “Executive Compensation38 nVent Electric plc
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Tables –— Pension Benefits.” We also provide other benefits such as medical, dental, life insurance and disability coverage to substantially all of our full-time U.S. salaried employees, including the Named Executive Officers. We aim to provide employee and executive benefits at levels that reflect competitive market levels.
Qualified Retirement Plan For 2018,2023, our U.S. employees, including our Named Executive Officers, were eligible to participate in the Pentair, Inc.nVent Management Company Retirement Savings and Stock IncentiveInvestment Plan (“Pentair RSIP Plan”nVent RSIP”), a tax-qualified 401(k) retirement savings plan under which they could contribute up to 50% of their base salary and incentive compensation on a before-tax basis and 15% of compensation on an after-tax basis. WeFor 2023, we matched an amount equal to one dollar for each dollar contributed to the nVent RSIP by participating employees on the first 5% of their regular earnings to incent employees to make contributions to our retirement plan. The nVent RSIP Plan limits the amount of cash compensation considered for contribution purposes to the maximum imposed by the Code, which was $275,000$330,000 in 2018.2023.
Amounts deferred, if any, under the PentairnVent RSIP Plan by the Named Executive Officers are included in the “Salary” and “Non-Equity Incentive Plan Compensation” columns under “Executive Compensation Tables-Summary Compensation Table.” Amounts contributed by us to the PentairnVent RSIP Plan for the Named Executive Officers are included in the “All Other Compensation” column under “Executive Compensation Tables-Summary Compensation Table.” Matching contributions are generally made a year in arrears.
Medical, Dental, Life Insurance and Disability Coverage Employee benefits such as medical, dental, life insurance and disability coverage are available to all full-time U.S.-based participants through our active employee plans. In addition to these benefits for active employees, we provide post-retirement medical and dental coverage to certain retirees in accordance with the legacy company plans which applied at the time the employees were hired. We provide up to one and a half times annual salary (up to $1,000,000) in life insurance, and up to $15,000 per month in long-term disability coverage. The value of these benefits is not required to be included in the Summary Compensation Table since they are made available to all full-time U.S. salaried employees.
Other Paid Time-Off Benefits We also provide vacation and other paid holidays to all employees, including the Named Executive Officers, which we have determined to be comparable to those provided at other large companies.
We sponsor a non-qualified deferred compensation program, called the Sidekick Plan, for our U.S. executives within or above the pay grade that has a midpoint annual salary of $176,900$232,500 in 2018.2023. This plan permits executives to defer up to 25% of their base salary and 75% of their annual cash incentive compensation. Executives also may defer receipt of restricted
Compensation Discussion and Analysis
stock units and/or performance share units. We normally make contributions to the Sidekick Plan on behalf of participants with respect to each participant’s contributions from that portion of his or her income above the maximum imposed by the U.S. Internal Revenue Code of 1986, as amended (the “Code”), which was $275,000$330,000 in 2018,2023, but below the Sidekick Plan’s compensation limit of $700,000. These contributions mirror the contribution rates under the RSIP. Please see the narrative following the “Nonqualified Deferred Compensation Table” below for additional information on our contributions. Participants in the Sidekick Plan may invest their account balances in a number of possible mutual fund investments. Fidelity Investments Institutional Services Co. provides these investment vehicles for participants and handles all allocation and accounting services for the Plan. We do not guarantee or subsidize any investment earnings under the Plan, and our ordinary shares are not a permitted investment choice under the Plan, although deferred restricted stock units and performance share units are automatically invested in shares. Amounts of cash compensation deferred, if any, under the Sidekick Plan by the Named Executive Officers are included in the “Salary” and “Non-Equity Incentive Plan Compensation” columns under “Executive Compensation Tables-Summary Compensation Table.” Our contributions allocated to the Named Executive Officers under the Sidekick Plan are included in the “All Other Compensation” column under “Executive Compensation Tables-Summary Compensation Table.”2019 Proxy Statement 39
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Compensation Discussion and Analysis
Severance and Change-in-Control Benefits
We provide severance and change-in-control benefits to selected executives to provide for continuity of management upon a threatened or completed change in control. These benefits are designed to provide economic protection to key executives following a change in control of our company so that our executives can remain focused on our business without undue personal concern. We believe that the security that these benefits provide helps our key executives to remain focused on our ongoing business and reduces the key executive’s concerns about future employment. We also believe that these benefits allow our executives to consider the best interests of our company and its shareholders due to the economic security afforded by these benefits. We do not include an automatic single trigger change in control vesting, orprovide excise tax gross-ups. We currently provide only the following severance and change-in-control benefits to our executive officers:● | We have agreements with our key corporate executives and other key leaders, including all Named Executive Officers, that provide for contingent benefits upon a change in control or upon a covered termination following a change in control. |
● | The nVent Electric plc 2018 Omnibus Incentive Plan provides that, upon a change in control, all options, restricted stock and restricted stock units that are unvested become fully vested; all performance awards (other than annual incentive awards) are paid in full based on performance at the better of target or trend; and all annual incentive awards are paid based on full satisfaction of the performance goals (i.e., target). In addition, if an employee’s employment is involuntarily terminated for a reason other than cause, death or disability, or if an employee who is a Board-appointed corporate officer voluntarily terminates employment for good reason, then the employee’s outstanding awards under the nVent Electric plc 2018 Omnibus Incentive Plan will be eligible for continued or accelerated vesting as described below under “Executive Compensation Tables-Potential Payments Upon Termination or Change In Control.” |
● | Upon certain types of terminations of employment (other than a termination following a change in control), severance benefits may be paid to the Named Executive Officers at the discretion of the Committee. |
•
We have agreements with our key corporate executives and other key leaders, including all Named Executive Officers, that provide for contingent benefits upon a change in control or upon a covered termination following a change in control.
•
The nVent Electric plc 2018 Omnibus Incentive Plan provides that, upon a change in control, all options, restricted stock and restricted stock units that were granted before December 11, 2022 and are unvested become fully vested; all performance awards (other than annual incentive awards) that were granted before December 11, 2022 are paid in full based on performance at the better of target or trend; and all annual incentive awards are paid based on full satisfaction of the performance goals (i.e., target). In December 2022, the Compensation and Human Capital Committee approved an update to the change-in-control provision included in our equity-based award agreements for any awards granted after December 11, 2022 to provide for double trigger vesting of such awards on a change in control, such that vesting will not be accelerated to the extent the awards are assumed or substituted for by the acquirer in the transaction. If an outstanding award is not assumed or substituted for upon a change in control, the award will become immediately vested.
•
If an employee’s employment is involuntarily terminated for a reason other than cause, death or disability, or if an employee who is a Board-appointed corporate officer voluntarily terminates employment for good reason, then the employee’s outstanding awards under the nVent Electric plc 2018 Omnibus Incentive Plan will be eligible for continued or accelerated vesting as described below under “Executive Compensation Tables-Potential Payments Upon Termination or Change In Control.”
•
Upon certain types of terminations of employment (other than a termination following a change in control), severance benefits may be paid to the Named Executive Officers under our Severance Plan for Executives described below (the “Severance Plan”).
We explain these benefits more fully below under “Executive Compensation Tables-Potential Payments Upon Termination or Change In Control.”On February 18, 2019, our affiliate,
nVent Management Company adopted effective March 1, 2019maintains a Severance Plan, for Executives (the “Severance Plan”) under which our executives, including our Named Executive Officers, are eligible to receive severance benefits in the event of a qualifying termination of employment to the extent the terms and conditions of the Severance Plan are satisfied. In the event of a qualifying termination of the employment of any of our Named Executive Officers and the satisfaction of the Severance Plan’s terms and conditions, the severance benefits would be equal to the product of (1) a severance multiplier and (2) the sum of the Named Executive Officer’s base salary and target annual bonus. The severance multiplier is two for our Chief Executive Officer and one and one-half for our other Named Executive Officers. The affected Named Executive Officer would also continue to be eligible to participate in our health plan at his or her active employee rate for a benefit continuation period of 24 months for our Chief Executive Officer and 18 months for our other Named Executive Officers. We may, in our discretion, pay for the cost of outplacement services for up to 12 months. As a condition for eligibility for the Severance Plan, participants must complete a participation agreement under which, to the extent permissible under applicable law, they agree to comply with customary restrictive covenants, in the case of our Named Executive Officers, for 24 months.
Compensation Discussion and Analysis
Impact of Tax Considerations
The Compensation and Human Capital Committee considers the tax deductibility of the compensation it approves for its Named Executive Officers, including the $1 million deduction limit imposed by Section 162(m) of the Code. The Committee intends to set compensation for our executive officers at levels it believes are necessary to attract, motivate, retain and reward executives, even if a portion of such compensation is not deductible as a result of Section 162(m). The Committee also considers the impact of other tax provisions, such as the restrictions on deferred compensation set forth in Section 409A of the Code, and attempts to structure compensation in a tax-efficient manner, both for the Named Executive Officers and for our company.
Compensation Consultant
During 2023, the Compensation and Human Capital Committee continued to retain WTW, an external compensation consultant, to advise the Committee on executive compensation issues. See “Corporate Governance Matters — Committees of the Board — Compensation and Human Capital Committee.” The Committee evaluated the independence of WTW and the individual representatives of WTW who served as the Committee’s consultants based on the factors required by the NYSE. The only other services provided by WTW in 2023 to our company in addition to its service as compensation consultant to the Committee was a de minimis amount of retirement consulting and published compensation surveys through its Data Services business.
At the direction of the Committee, WTW advises the Committee in implementing and overseeing appropriate compensation programs and policies. As part of this process, WTW provides the Committee with comparative market data based on analyses of the practices of the Comparator Group defined above under “Comparative Framework” and relevant survey data. The comparative market data that WTW provides address the structure of the compensation programs maintained by the Comparator Group companies as well as the amount of compensation they provide. WTW provides guidance on industry best practices and compensation program design, and advises the Committee in determining the Comparator Group and appropriate ranges for base salaries, annual incentives and equity compensation for each senior executive position.
Evaluating the Chief Executive Officer’s Performance
The Board and the Compensation and Human Capital Committee employ a formal rating process to evaluate the Chief Executive Officer’s performance. As part of this process, the Board reviews financial and other relevant data related to the performance of the Chief Executive Officer at each meeting of the Board throughout the year. At the end of the year, each non-management director provides an evaluation and rating of the Chief Executive Officer’s performance in various categories. The Committee Chair submits a consolidated rating report and the Committee’s recommendations regarding the Chief Executive Officer’s compensation to the non-management directors for review and ratification. The Chair of the Committee and the Lead Director lead a discussion with the directors in executive session without the Chief Executive Officer present. From that discussion, the Committee finalizes the Chief Executive Officer’s performance rating. The Chair of the Committee and the Lead Director review the final performance rating results and commentary with the Chief Executive Officer. The Committee takes the performance rating and financial data into account in determining the Chief Executive Officer’s compensation and the approval of goals and objectives for the Chief Executive Officer for the following year.
Equity Award Practices
As a rule, the Committee grants awards to newly hired or promoted executives that are effective the earlier of the 10th of the month following the date of hire or promotion or the 10th of the month following the date of the Committee meeting at which the grant is approved. If the 10th day of such month is a day on which the NYSE is not open for trading, then the grant date will be the next day on which the NYSE is open for trading. Under our current process, the Committee has also given the Chief Executive Officer discretion to grant equity awards to non-executive officers as required throughout the year (other than normal annual grants, which are granted by the Committee) within the guidelines of the nVent Electric plc 2018 Omnibus Incentive Plan, up to a maximum grant date value of $3,000,000 total for 2023. The Chief Executive Officer provides a summary report to the Committee disclosing the aggregate awards granted by the Chief Executive Officer during the preceding fiscal year. All options are granted with an exercise price equal to fair market value based on the closing share price on the effective day of grant.
Executive Compensation Tables
Summary Compensation Table
The table below summarizes the total compensation paid to or earned by each of the Named Executive Officers for the years ended December 31, 2021, 2022 and 2023.
| | (a) | | | (b) | | | (c) | | | (d) | | | (e) | | | (f) | | | (g) | | | (h) | | | (i) | | | (j) | |
| | Name and
Principal Position | | | Year | | | Salary
($)(1) | | | Bonus
($) | | | Stock
Awards
($)(2) | | | Option
Awards
($)(3) | | | Non-Equity
Incentive Plan
Compensation
($)(1)(4) | | | Change in
Pension
Value and
Non-Qualified
Deferred
Compensation
Earnings
($)(5) | | | All Other
Compensation
($)(6) | | | Total
Compensation
($)(1) | |
| | Beth A. Wozniak
Chair and Chief Executive Officer | | | | | 2023 | | | | | | 1,012,072 | | | | | | — | | | | | | 3,937,473 | | | | | | 1,312,499 | | | | | | 1,773,015 | | | | | | 827,825 | | | | | | 49,972 | | | | | | 8,912,856 | | |
| | | | 2022 | | | | | | 962,871 | | | | | | — | | | | | | 3,750,017 | | | | | | 1,250,000 | | | | | | 1,891,500 | | | | | | — | | | | | | 58,027 | | | | | | 7,912,415 | | |
| | | | 2021 | | | | | | 913,535 | | | | | | — | | | | | | 5,774,738 | | | | | | 1,225,001 | | | | | | 2,004,174 | | | | | | 717,005 | | | | | | 16,890 | | | | | | 10,651,343 | | |
| | Sara E. Zawoyski
Executive Vice President and
Chief Financial Officer | | | | | 2023 | | | | | | 545,021 | | | | | | — | | | | | | 1,049,984 | | | | | | 349,997 | | | | | | 688,050 | | | | | | — | | | | | | 44,240 | | | | | | 2,677,292 | | |
| | | | 2022 | | | | | | 515,020 | | | | | | — | | | | | | 1,012,524 | | | | | | 337,501 | | | | | | 648,960 | | | | | | — | | | | | | 36,120 | | | | | | 2,550,125 | | |
| | | | 2021 | | | | | | 477,519 | | | | | | — | | | | | | 1,437,401 | | | | | | 312,501 | | | | | | 690,900 | | | | | | — | | | | | | 15,258 | | | | | | 2,933,579 | | |
| | Joseph A. Ruzynski
President of Enclosures | | | | | 2023 | | | | | | 505,170 | | | | | | — | | | | | | 750,001 | | | | | | 250,003 | | | | | | 638,010 | | | | | | — | | | | | | 38,501 | | | | | | 2,181,685 | | |
| | | | 2022 | | | | | | 477,102 | | | | | | — | | | | | | 637,503 | | | | | | 212,504 | | | | | | 600,163 | | | | | | — | | | | | | 36,988 | | | | | | 1,964,260 | | |
| | | | 2021 | | | | | | 449,017 | | | | | | — | | | | | | 906,198 | | | | | | 193,749 | | | | | | 645,780 | | | | | | — | | | | | | 12,837 | | | | | | 2,207,581 | | |
| | Jon D. Lammers
Executive Vice President, General Counsel and Secretary | | | | | 2023 | | | | | | 521,687 | | | | | | — | | | | | | 674,960 | | | | | | 224,996 | | | | | | 583,800 | | | | | | — | | | | | | 50,622 | | | | | | 2,056,065 | | |
| | | | 2022 | | | | | | 502,019 | | | | | | — | | | | | | 599,993 | | | | | | 199,997 | | | | | | 590,850 | | | | | | — | | | | | | 37,840 | | | | | | 1,930,699 | | |
| | | | 2021 | | | | | | 482,199 | | | | | | — | | | | | | 1,062,430 | | | | | | 187,498 | | | | | | 640,892 | | | | | | — | | | | | | 16,170 | | | | | | 2,389,189 | | |
| | Aravind Padmanabhan
Executive Vice President and
Chief Technology Officer | | | | | 2023 | | | | | | 495,436 | | | | | | — | | | | | | 674,960 | | | | | | 224,996 | | | | | | 556,000 | | | | | | — | | | | | | 31,509 | | | | | | 1,982,901 | | |
| | | | 2022 | | | | | | 468,768 | | | | | | — | | | | | | 525,017 | | | | | | 175,004 | | | | | | 589,680 | | | | | | — | | | | | | 40,027 | | | | | | 1,798,496 | | |
(1)
The amounts shown in the “Salary” and “Non-Equity Incentive Plan Compensation” columns are not reduced by any deferrals under our nonqualified deferred compensation plans.
(2)
The fiscal 2023 amounts in column (e) represent the sum of restricted stock units awarded at a grant date fair value of $46.15 and annual performance share units awarded at a grant date fair value of $68.72, in each case computed in accordance with ASC 718 and based on the probable outcome of the performance conditions as of the grant date. All stock awards were granted on March 1, 2023. The values reflected in the table above include the grant date fair value of restricted stock units and the grant date fair value of the annual performance share units at target performance. The grant date fair values of restricted stock units granted in 2023 and of performance share units granted in 2023 if target performance and maximum performance is achieved are as follows:
| | | | | Restricted
Stock Units
($) | | | Annual Performance
Share Units | |
| | Target
($) | | | Maximum
($) | |
| | Beth A. Wozniak | | | | | 1,312,506 | | | | | | 2,624,967 | | | | | | 5,249,933 | | |
| | Sara E. Zawoyski | | | | | 350,002 | | | | | | 699,982 | | | | | | 1,399,964 | | |
| | Joseph A. Ruzynski | | | | | 249,995 | | | | | | 500,007 | | | | | | 1,000,013 | | |
| | Jon D. Lammers | | | | | 224,981 | | | | | | 449,979 | | | | | | 899,957 | | |
| | Aravind Padmanabhan | | | | | 224,981 | | | | | | 449,979 | | | | | | 899,957 | | |
The fair value of these performance share units is determined based on the closing market price of our ordinary shares at the date of grant. The assumptions made in valuing stock awards for 2023 are included in Note 15 to our Consolidated Financial Statements in our 2023 Annual Report on Form 10-K and such information is incorporated by reference. See the Grants of Plan-Based Awards in 2023 table for more information on stock awards granted in 2023.
(3)
The amounts in column (f) represent the aggregate grant date fair value, computed in accordance with ASC 718, of stock options granted during each year. The assumptions made in valuing stock option awards for 2023 are included in Note 15 to our Consolidated Financial Statements in our 2023 Annual Report on Form 10-K and such information is incorporated by reference.
(4)
The amounts in column (g) reflect cash awards earned by the named individuals pursuant to awards under the MIP for 2023 as determined by the Compensation and Human Capital Committee and paid in 2024.
Executive Compensation Tables
(5)
The amount in column (h) for 2023 reflects, for Ms. Wozniak, who is the only Named Executive Officer who participated in our pension plans, the change in the actuarial present value of the Named Executive Officer’s accumulated benefits under such pension plans determined using interest rate and mortality rate assumptions consistent with those used in our financial statements. We do not provide any above market or preferential earnings on amounts deferred under our non-qualified deferred compensation plans.
(6)
The table below shows the components of column (i) for 2023, which include perquisites and other personal benefits and our contributions under the Sidekick Plan, the nVent RSIP and the Employee Stock Purchase Plan:
| | | | | (a) | | | (b) | | | (c) | | | (d) | |
| | Name | | | Perquisites, Other
Personal Benefits and
Tax Reimbursements
($)(1) | | | Contributions
under Defined
Contribution Plans
($)(2) | | | Matches under the
Employee Stock
Purchase Plan
($) | | | Total All Other
Compensation
($) | |
| | Beth A. Wozniak | | | | | 10,722 | | | | | | 36,250 | | | | | | 3,000 | | | | | | 49,972 | | |
| | Sara E. Zawoyski | | | | | 4,990 | | | | | | 36,250 | | | | | | 3,000 | | | | | | 44,240 | | |
| | Joseph A. Ruzynski | | | | | 735 | | | | | | 36,250 | | | | | | 1,516 | | | | | | 38,501 | | |
| | Jon D. Lammers | | | | | 14,372 | | | | | | 36,250 | | | | | | — | | | | | | 50,622 | | |
| | Aravind Padmanabhan | | | | | 9,759 | | | | | | 21,750 | | | | | | — | | | | | | 31,509 | | |
(1)
The amounts shown in column (a) consist of an executive physical for Ms. Wozniak, Ms. Zawoyski, Mr. Lammers and Mr. Padmanabhan; identity theft protection reimbursement for Ms. Wozniak and Mr. Lammers; a years of service award for Mr. Ruzynski (including a $400 award amount and a $335 tax gross up); a wellness program reward for Mr. Lammers; and company contributions to a registered nonprofit organization designated by the Named Executive Officer for Mr. Lammers and Mr. Padmanabhan. Other than with regard to the charitable contributions, there was no aggregate incremental cost to the company of providing such perquisites. The years of service awards and wellness program rewards were provided pursuant to broad-based policies that apply generally to U.S. employees.
(2)
The amount shown in column (b) for each individual reflects amounts contributed by us to the nVent RSIP and the Sidekick Plan during 2023. In the case of the Sidekick Plan, the amounts contributed by us during 2023 relate to salary deferrals in 2022.
Executive Compensation Tables
Grants of Plan-Based Awards in 2023
| | | | | | | | | | | | | | | | | Estimated Future Payouts
Under Non-Equity Incentive
Plan Awards(2) | | | Estimated Future Payouts
Under Equity Incentive
Plan Awards(3) | | | | | | | | | | | | | | | | | | | | | | | | | |
| | (a) | | | (b) | | | (c) | | | (d) | | | (e) | | | (f) | | | (g) | | | (h) | | | (i) | | | (j) | | | (k) | | | (l) | | | (m) | |
| | Name | | | Grant Date | | | Compensation &
Human
Capital
Committee
Approval
Date(1) | | | Threshold
($) | | | Target
($) | | | Maximum
($) | | | Threshold
(#) | | | Target
(#) | | | Maximum
(#) | | | All Other
Stock
Awards:
Number of
Shares of
Stock or
Units
(#)(4) | | | All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#)(5) | | | Exercise
Price or
Base Price
of Option
Awards
($/sh) | | | Grant Date
Fair Value
of Stock
and Option
Awards
($)(6) | |
| | Beth A.
Wozniak | | | | | 3/1/2023 | | | | | | 2/26/2023 | | | | | | | | | | | | | | | | | | | | | | | | 19,099 | | | | | | 38,198 | | | | | | 76,396 | | | | | | | | | | | | | | | | | | | | | | | | 2,624,967 | | |
| | | | 3/1/2023 | | | | | | 2/26/2023 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 28,440 | | | | | | | | | | | | | | | | | | 1,312,506 | | |
| | | | 3/1/2023 | | | | | | 2/26/2023 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 79,253 | | | | | | 46.15 | | | | | | 1,312,499 | | |
| | | | | | | | | | | | | | | | 637,775 | | | | | | 1,275,550 | | | | | | 2,551,100 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Sara E. Zawoyski | | | | | 3/1/2023 | | | | | | 2/26/2023 | | | | | | | | | | | | | | | | | | | | | | | | 5,093 | | | | | | 10,186 | | | | | | 20,372 | | | | | | | | | | | | | | | | | | | | | | | | 699,982 | | |
| | | | 3/1/2023 | | | | | | 2/26/2023 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 7,584 | | | | | | | | | | | | | | | | | | 350,002 | | |
| | | | 3/1/2023 | | | | | | 2/26/2023 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 21,134 | | | | | | 46.15 | | | | | | 349,997 | | |
| | | | | | | | | | | | | | | | 247,500 | | | | | | 495,000 | | | | | | 990,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Joseph A. Ruzynski | | | | | 3/1/2023 | | | | | | 2/26/2023 | | | | | | | | | | | | | | | | | | | | | | | | 3,638 | | | | | | 7,276 | | | | | | 14,552 | | | | | | | | | | | | | | | | | | | | | | | | 500,007 | | |
| | | | 3/1/2023 | | | | | | 2/26/2023 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 5,417 | | | | | | | | | | | | | | | | | | 249,995 | | |
| | | | 3/1/2023 | | | | | | 2/26/2023 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 15,096 | | | | | | 46.15 | | | | | | 250,003 | | |
| | | | | | | | | | | | | | | | 229,500 | | | | | | 459,000 | | | | | | 918,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Jon D.
Lammers | | | | | 3/1/2023 | | | | | | 2/26/2023 | | | | | | | | | | | | | | | | | | | | | | | | 3,274 | | | | | | 6,548 | | | | | | 13,096 | | | | | | | | | | | | | | | | | | | | | | | | 449,979 | | |
| | | | 3/1/2023 | | | | | | 2/26/2023 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 4,875 | | | | | | | | | | | | | | | | | | 224,981 | | |
| | | | 3/1/2023 | | | | | | 2/26/2023 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 13,586 | | | | | | 46.15 | | | | | | 224,996 | | |
| | | | | | | | | | | | | | | | 210,000 | | | | | | 420,000 | | | | | | 840,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Aravind
Padmanabhan | | | | | 3/1/2023 | | | | | | 2/26/2023 | | | | | | | | | | | | | | | | | | | | | | | | 3,274 | | | | | | 6,548 | | | | | | 13,096 | | | | | | | | | | | | | | | | | | | | | | | | 449,979 | | |
| | | | 3/1/2023 | | | | | | 2/26/2023 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 4,875 | | | | | | | | | | | | | | | | | | 224,981 | | |
| | | | 3/1/2023 | | | | | | 2/26/2023 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 13,586 | | | | | | 46.15 | | | | | | 224,996 | | |
| | | | | | | | | | | | | | | | 200,000 | | | | | | 400,000 | | | | | | 800,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
(1)
The Compensation and Human Capital Committee’s practices for granting options, restricted stock units and performance share units, including the timing of all grants and approvals thereof, are described under “Compensation Discussion and Analysis — Long-Term Incentive Compensation.”
(2)
The amounts shown in column (d) to which no grant date applies reflect the total of the threshold payment levels for each element under our MIP. This amount is 50% of the target amounts shown in column (e). The amounts shown in column (f) are 200% of such target amounts for each Named Executive Officer. These amounts are based on the individual’s current position and base salary as in effect on December 1, 2023.
(3)
The amounts shown in column (g) as having been granted on March 1, 2023 and approved on February 26, 2023 reflect the total of the threshold payment levels for the annual performance share unit grants in 2023 under the nVent Electric plc 2018 Omnibus Incentive Plan, which is 50% of the target amounts shown in column (h). The amounts shown in column (i) are 200% of such target amounts. Any amounts payable with respect to performance units would be paid in March 2026, based on cumulative performance for the period 2023 to 2025.
(4)
The amounts shown in column (j) reflect the number of restricted stock units granted to each Named Executive Officer in 2023 under the nVent Electric plc 2018 Omnibus Incentive Plan.
(5)
The amounts shown in column (k) reflect the number of options to purchase ordinary shares granted to each Named Executive Officer in 2023 under the nVent Electric plc 2018 Omnibus Incentive Plan.
(6)
The amounts shown in column (m) reflect the grant date fair value of the awards of restricted stock units, performance share units and stock options computed in accordance with ASC 718.
Executive Compensation Tables
Outstanding Equity Awards at December 31, 2023
| | | | | Stock Awards | | | Option
Exercise
Price
($)(1) | | | Option
Expiration
Date | | | Number of
Shares of Stock
or Units That
Have Not Been
Vested
(#)(2) | | | Market
Value of
Shares of
Stock or
Units That
Have Not
Vested
($)(3) | | | Equity
Incentive
Plan
Awards:
Number of
Unearned
Shares
That
Have Not
Vested
(#)(4) | | | Equity
Incentive
Plan Awards:
Market or
Payout Value
of Unearned
Shares That
Have Not
Vested
($)(3) | |
| | Name | | | Number of
Securities
Underlying
Unexercised
Options
Exercisable
(#) | | | Number of
Securities
Underlying
Unexercised
Options
Unexercisable
(#) | | | Equity
Incentive
Plan Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
(#) | |
| | Beth A. Wozniak | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 97,166 | | | | | | 5,741,539 | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 96,582 | | | | | | 5,707,030 | | |
| | | | 65,191 | | | | | | — | | | | | | | | | 18.25 | | | | | | 9/15/2025 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | 32,389 | | | | | | — | | | | | | | | | 16.65 | | | | | | 1/4/2026 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | 26,223 | | | | | | — | | | | | | | | | 19.57 | | | | | | 1/3/2027 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | 138,787 | | | | | | — | | | | | | | | | 25.34 | | | | | | 5/7/2028 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | 201,888 | | | | | | — | | | | | | | | | 22.51 | | | | | | 1/2/2029 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | 234,971 | | | | | | | | | | | | | | | 25.92 | | | | | | 1/2/2030 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | 133,133 | | | | | | 66,567(5) | | | | | | | | | 27.55 | | | | | | 3/1/2031 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | 45,077 | | | | | | 90,156(6) | | | | | | | | | 33.43 | | | | | | 3/1/2032 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | 0 | | | | | | 79,253(7) | | | | | | | | | 46.15 | | | | | | 3/1/2033 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Sara Zawoyski | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 24,997 | | | | | | 1,477,073 | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 25,950 | | | | | | 1,533,386 | | |
| | | | 7,305 | | | | | | — | | | | | | | | | 16.61 | | | | | | 3/1/2026 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | 6,248 | | | | | | — | | | | | | | | | 20.22 | | | | | | 3/1/2027 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | 15,861 | | | | | | — | | | | | | | | | 25.34 | | | | | | 5/7/2028 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | 14,546 | | | | | | — | | | | | | | | | 27.77 | | | | | | 3/1/2029 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | 65,270 | | | | | | | | | | | | | | | 25.92 | | | | | | 1/2/2030 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | 33,962 | | | | | | 16,982(5) | | | | | | | | | 27.55 | | | | | | 3/1/2031 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | 12,171 | | | | | | 24,342(6) | | | | | | | | | 33.43 | | | | | | 3/1/2032 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | 0 | | | | | | 21,134(7) | | | | | | | | | 46.15 | | | | | | 3/1/2033 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Joe Ruzynski | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 16,485 | | | | | | 974,099 | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 17,201 | | | | | | 1,016,407 | | |
| | | | 5,858 | | | | | | — | | | | | | | | | 20.22 | | | | | | 3/1/2027 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | 19,827 | | | | | | — | | | | | | | | | 25.34 | | | | | | 5/7/2028 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | 32,302 | | | | | | — | | | | | | | | | 22.51 | | | | | | 1/2/2029 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | 39,162 | | | | | | | | | | | | | | | 25.92 | | | | | | 1/2/2030 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | 21,056 | | | | | | 10,529(5) | | | | | | | | | 27.55 | | | | | | 3/1/2031 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | 7,663 | | | | | | 15,327(6) | | | | | | | | | 33.43 | | | | | | 3/1/2032 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | 0 | | | | | | 15,096(7) | | | | | | | | | 46.15 | | | | | | 3/1/2033 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Jon D. Lammers | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 18,032 | | | | | | 1,065,511 | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 15,889 | | | | | | 938,881 | | |
| | | | 29,740 | | | | | | — | | | | | | | | | 25.34 | | | | | | 5/7/2028 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | 53,837 | | | | | | — | | | | | | | | | 22.51 | | | | | | 1/2/2029 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | 39,162 | | | | | | | | | | | | | | | 25.92 | | | | | | 1/2/2030 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | 20,377 | | | | | | 10,189(5) | | | | | | | | | 27.55 | | | | | | 3/1/2031 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | 7,212 | | | | | | 14,425(6) | | | | | | | | | 33.43 | | | | | | 3/1/2032 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | 0 | | | | | | 13,586(7) | | | | | | | | | 46.15 | | | | | | 3/1/2033 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Aravind Padmanabhan | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 13,479 | | | | | | 796,474 | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 14,722 | | | | | | 869,923 | | |
| | | | 26,108 | | | | | | | | | | | | | | | 25.92 | | | | | | 1/2/2030 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | 14,943 | | | | | | 7,472(5) | | | | | | | | | 27.55 | | | | | | 3/1/2031 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | 6,311 | | | | | | 12,622(6) | | | | | | | | | 33.43 | | | | | | 3/1/2032 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | 0 | | | | | | 13,586(7) | | | | | | | | | 46.15 | | | | | | 3/1/2033 | | | | | | | | | | | | | | | | | | | | | | | | | | |
(1)
The exercise price for all stock option grants is the fair market value of our ordinary shares on the date of grant.
(2)
For the restricted stock units, one-third of the award will vest on each of the first, second, and third anniversaries of the grant date. For the restricted stock units awards granted in 2023, 2022, 2021 and the supplemental performance share units granted in 2021 (which are
Executive Compensation Tables
included in this table as restricted stock units since the stock price performance goals had been achieved as of December 31, 2021), one-third of the award will vest March 5 of each of the first three years after the grant date. The grant dates of the restricted stock unit awards are as follows:
| | Name | | | Grant Date | | | Number of
Unvested
Restricted
Stock Units* | |
| | Beth A. Wozniak | | | | | 3/1/2021 | | | | | | 14,468 | | |
| | | | 3/1/2021 | | | | | | 28,974* | | |
| | | | 3/1/2022 | | | | | | 24,929 | | |
| | | | 3/1/2023 | | | | | | 28,440 | | |
| | Sara E. Zawoyski | | | | | 3/1/2021 | | | | | | 3,782 | | |
| | | | 3/1/2021 | | | | | | 6,899* | | |
| | | | 3/1/2022 | | | | | | 6,732 | | |
| | | | 3/1/2023 | | | | | | 7,584 | | |
| | Joseph A. Ruzynski | | | | | 3/1/2021 | | | | | | 2,345 | | |
| | | | 3/1/2021 | | | | | | 4,484* | | |
| | | | 3/1/2022 | | | | | | 4,239 | | |
| | | | 3/1/2023 | | | | | | 5,417 | | |
| | Jon D. Lammers | | | | | 3/1/2021 | | | | | | 2,269 | | |
| | | | 3/1/2021 | | | | | | 6,899* | | |
| | | | 3/1/2022 | | | | | | 3,989 | | |
| | | | 3/1/2023 | | | | | | 4,875 | | |
| | Aravind Padmanabhan | | | | | 3/1/2021 | | | | | | 1,664 | | |
| | | | 3/1/2021 | | | | | | 3,450* | | |
| | | | 3/1/2022 | | | | | | 3,490 | | |
| | | | 3/1/2023 | | | | | | 4,875 | | |
*
These restricted stock units relate to the supplemental performance share units granted in 2021. Because the stock price performance goals was achieved in 2021, the units that remain subject to a time-vesting requirement as of December 31, 2023 are shown as restricted stock units in this table.
(3)
The amounts in these columns were calculated by multiplying the closing market price of our ordinary shares on the last trading day of our most recently completed fiscal year of $59.09 by the number of unvested restricted stock units or performance share units, as applicable.
(4)
The number of performance share units shown in this column reflects the target performance level for the 2022-2024 and 2023-2025 awards, in accordance with SEC regulations requiring that the number of units be based on achieving threshold performance goals or, if the previous fiscal year’s performance has exceeded the threshold, the next higher performance measure (target or maximum) that exceeds the previous fiscal year’s performance.
| | Name | | | Vesting Date | | | Number of
Performance
Share Units | |
| | Beth A. Wozniak | | | | | 12/31/2024 | | | | | | 58,384 | | |
| | | | 12/31/2025 | | | | | | 38,198 | | |
| | Sara E. Zawoyski | | | | | 12/31/2024 | | | | | | 15,764 | | |
| | | | 12/31/2025 | | | | | | 10,186 | | |
| | Joseph A. Ruzynski | | | | | 12/31/2024 | | | | | | 9.925 | | |
| | | | 12/31/2025 | | | | | | 7,276 | | |
| | Jon D. Lammers | | | | | 12/31/2024 | | | | | | 9,341 | | |
| | | | 12/31/2025 | | | | | | 6,548 | | |
| | Aravind Padmanabhan | | | | | 12/31/2024 | | | | | | 8,174 | | |
| | | | 12/31/2025 | | | | | | 6,548 | | |
(5)
One-third of these options will vest on March 5 of years 2022, 2023, and 2024.
(6)
One-third of these options will vest on March 5 of years 2023, 2024, and 2025.
(7)
One-third of these options will vest on March 5 of years 2024, 2025, and 2026.
Executive Compensation Tables
2023 Option Exercises and Stock Vested Table
The following table shows a summary of the stock options exercised by the Named Executive Officers in 2023 and the restricted stock or restricted stock units vested for the Named Executive Officers during 2023.
| | | | | Option awards | | | Stock awards | |
| | Name | | | Number of
Shares
Acquired on
Exercise
(#) | | | Value
Realized on
Exercise
($)(1) | | | Number of
Shares
Acquired on
Vesting
(#) | | | Value
Realized on
Vesting
($)(2) | |
| | Beth A. Wozniak | | | | | — | | | | | | — | | | | | | 193,991 | | | | | | 8,766,364 | | |
| | Sara E. Zawoyski | | | | | 6,561 | | | | | | 154,154 | | | | | | 52,302 | | | | | | 2,362,028 | | |
| | Joseph A. Ruzynski | | | | | 7,103 | | | | | | 241,206 | | | | | | 31,902 | | | | | | 1,441,228 | | |
| | Jon D. Lammers | | | | | — | | | | | | — | | | | | | 34,118 | | | | | | 1,543,518 | | |
| | Aravind Padmanabhan | | | | | — | | | | | | — | | | | | | 51,482 | | | | | | 2,706,401 | | |
(1)
Reflects the amount calculated by multiplying the number of options exercised by the difference between the market price of our ordinary shares on the exercise date and the exercise price of options.
(2)
Reflects the amount calculated by multiplying the number of shares vested by the market price of our ordinary shares on the vesting date.
2023 Pension Benefits
Listed below are the number of years of credited service and present value of accumulated pension benefits as of December 31, 2023 under the nVent Management Company Supplemental Executive Retirement Plan (“SERP”) for Ms. Wozniak, the only Named Executive Officer eligible for the SERP. The SERP is described in detail following the table below. The disclosed benefit for Ms. Wozniak is an actuarial estimate only and does not necessarily reflect the actual amounts that will be paid to Ms. Wozniak, which will only be known at the time that she becomes eligible for payment.
| | Name | | | Plan Name | | | Number of
Years Credited
Service
(#)(1) | | | Present Value
of Accumulated
Benefit
($)(2) | | | Payments
During Last
Fiscal Year
($) | |
| | Beth A. Wozniak | | | | | SERP | | | | | | 8 | | | | | | 3,495,139 | | | | | | — | | |
(1)
Includes years of credited service with Pentair prior to the Separation.
(2)
SERP benefits are payable following retirement at age 55 or later in the form of an annuity. The actuarial present values above was calculated using the following methods and assumptions:
•
SERP present value was based on the accrued benefit payable at age 65 and was calculated as of December 31, 2023.
•
Present values for the SERP are based on a 180-month-certain only annuity.
•
The present value of SERP benefits as of December 31, 2023 was calculated assuming a 4.88% interest rate.
The actual amount of pension benefits ultimately paid to Ms. Wozniak may vary based on a number of factors, including differences from the assumptions used to calculate the amounts.
Executive Compensation Tables
The nVent Management Company Supplemental Executive Retirement and Restoration Plan
The SERP is an unfunded, nonqualified defined benefit pension plan. The only employees that are eligible to participate in the SERP are those who were participating in Pentair’s Supplemental Executive Retirement Plan at the time of the Separation. Benefits under the SERP vest upon the completion of five years of benefit service (which is all service at Pentair and nVent following initial participation in Pentair’s plan). As of the date of this Proxy Statement, Ms. Wozniak, the only Named Executive Officer eligible for the SERP, was fully vested in her SERP benefit.
Benefits under the SERP are based upon the number of an employee’s years of service following initial participation in Pentair’s plan and the highest average earnings for a five calendar-year period (ending with retirement). Compensation covered by the SERP for Ms. Wozniak equals the amounts set forth in the “Salary” column under “Executive Compensation Tables-Summary Compensation Table” and 2023 incentive compensation paid under the MIP in March 2024 set forth in the “Non-Equity Incentive Plan Compensation” column under “Executive Compensation Tables-Summary Compensation Table.”
Benefits under the SERP are calculated as:
•
final average compensation as defined above; multiplied by
•
benefit service percentage, which equals 15% multiplied by years of benefit service.
Nonqualified Deferred Compensation Table
The following table sets forth the contributions, earnings, distributions and 2023 year-end balances for each of the Named Executive Officers under our Sidekick Plan described under “Compensation Discussion and Analysis — Retirement and Other Benefits — Deferred Compensation.” Contributions we make to the Sidekick Plan are intended to make up for contributions to our qualified retirement plan, including our matching contributions, for cash compensation above the maximum imposed by the Code, which was $330,000 in 2023. Because the Code does not permit contributions on amounts in excess of that limit under a tax-qualified plan, the Sidekick Plan is designed to permit matching contributions on compensation in excess of the maximum imposed by the Code. We make these matching contributions to the Sidekick Plan on amounts in excess of the maximum imposed by the Code, but below the $700,000 compensation limit contained in our Sidekick Plan (such contributions by a Named Executive Officer, “Covered Sidekick Compensation”).
| | | | | Executive
Contributions
in 2023
($)(1) | | | Registrant
Contributions
in 2023
($)(2) | | | Aggregate
Earnings/(Loss)
in 2023
($)(3) | | | Aggregate
Withdrawals/
Distributions
in 2023
($) | | | Aggregate
Balance at
December 31,
2023
($)(4) | |
| | Beth A. Wozniak | | | | | 7,799,963 | | | | | | 19,750 | | | | | | 4,904,532 | | | | | | — | | | | | | 17,502,822 | | |
| | Sara E. Zawoyski | | | | | 777,599 | | | | | | 19,750 | | | | | | 704,467 | | | | | | — | | | | | | 2,485,671 | | |
| | Joseph A. Ruzynski | | | | | 252,910 | | | | | | 19,750 | | | | | | 239,750 | | | | | | — | | | | | | 1,193,478 | | |
| | Jon D. Lammers | | | | | 80,576 | | | | | | 19,750 | | | | | | 155,165 | | | | | | — | | | | | | 1,044,069 | | |
| | Aravind Padmanabhan | | | | | 806,982 | | | | | | 5,250 | | | | | | 423,751 | | | | | | — | | | | | | 1,526,506 | | |
(1)
Reflects the amount of cash or equity-based compensation each Named Executive Officer deferred in 2023 under the Sidekick Plan. The cash amounts were previously reported in the “Salary” or “Non-Equity Incentive Compensation” column of the Summary Compensation Table for 2023.
(2)
Equals the total contributions we made in 2023 under the Sidekick Plan for each Named Executive Officer, which are included in the column labeled “All Other Compensation” above. For 2023, the total amount reflected matching contributions equal to one dollar for each dollar contributed up to 5% of Covered Sidekick Compensation; we normally make matching contributions one year in arrears.
(3)
Reflects the amount of investment earnings realized by each Named Executive Officer on the investments chosen that are offered to participants in our Sidekick Plan, which are substantially the same as those offered in our RSIP Plan. Fidelity Investments Institutional Services Co. provides these investment vehicles for participants and handles all allocation and accounting services for these plans. We do not guarantee or subsidize any investment earnings in either Plan.
(4)
Amounts deferred under the Sidekick Plan that have also been reported in the Summary Compensation Table in prior years for each Named Executive Officer are: Ms. Wozniak — $3,949,564; Ms. Zawoyski — $797,165; Mr. Ruzynski — $355,210; Mr. Lammers — $731,553 and Mr. Padmanabhan — $212,562. To the extent the amounts in this column are less than the amounts reported in the Summary Compensation Table, the difference is due to losses, withdrawals or distributions.
Executive Compensation Tables
Potential Payments Upon Termination or Change in Control
Except for items described below, we have no agreements, arrangements, or plans that entitle executive officers to severance, perquisites, or other enhanced benefits upon termination of their employment; any such payments or benefits would be at the discretion of the Compensation and Human Capital Committee.
Severance Plan
We maintain the Severance Plan under which our executives, including our Named Executive Officers, are eligible to receive severance benefits in the event of a qualifying termination of employment other than in connection with a change in control to the extent the terms and conditions of the Severance Plan are satisfied. A qualifying termination generally includes an involuntary termination for any reason other than cause, permanent disability or death. “Cause” for purposes of the Severance Plan is defined generally as a material violation of our policies; embezzlement from, or theft of property belonging to, us or one of our affiliates; willful failure to perform, or gross negligence in the performance of, or failure to perform, assigned duties; or other intentional misconduct that has, or has the potential to have, a material adverse effect on our business. In the event of a qualifying termination of the employment of any of our Named Executive Officers and the satisfaction of the Severance Plan’s terms and conditions, the severance benefits would be equal to the product of (1) a severance multiplier and (2) the sum of the Named Executive Officer’s base salary and target annual bonus. The severance multiplier is two for our Chief Executive Officer and one and one-half for our other Named Executive Officers. The affected Named Executive Officer would also continue to be eligible to participate in our health plan at his or her active employee rate for a benefit continuation period of 24 months for our Chief Executive Officer and 18 months for our other Named Executive Officers. We may, in our discretion, pay for the cost of outplacement services for up to 12 months. As a condition for eligibility for the Severance Plan, participants must complete a participation agreement under which they agree to comply with customary restrictive covenants, for 24 months, in the case of our Chief Executive Officer, and 18 months, in the case of our other Named Executive Officers.40 nVent Electric plc
Table of Contents
Compensation Discussion and Analysis
Impact of Tax Considerations
As a result of the Tax Cuts and Jobs Act, Section 162(m) of the Code generally limits to $1,000,000 the amount of compensation that we can deduct in any one year with respect to certain covered executives, including our Named Executive Officers (excluding only certain performance-based compensation that is payable pursuant to a binding contract that was in place as of November 2, 2017). However, our Compensation Committee intends to set compensation for our executive officers at levels that it believes are necessary to attract, motivate, retain and reward executives, even if a portion of such compensation is not deductible under Section 162(m).
The Committee also considers the impact of other tax provisions, such as the restrictions on deferred compensation set forth in Section 409A of the Code, and attempts to structure compensation in a tax-efficient manner, both for the Named Executive Officers and for our company.
Compensation Consultant
Following the Separation and following the assessment and determination of Willis Towers Watson’s independence from nVent’s management, the Compensation Committee engaged Willis Towers Watson as the Compensation Committee’s independent compensation consultant. See “Corporate Governance Matters – Committees of the Board – Compensation Committee.” Before engaging Willis Towers Watson as its independent compensation consultant, the Compensation Committee considered all factors relevant to Willis Towers Watson’s independence from management in accordance with its charter and applicable New York Stock Exchange requirements. Based on its consideration of these factors, the Compensation Committee concluded that Willis Towers Watson was independent from management. The only other services provided by Willis Towers Watson in 2018 to our company in addition to its service as compensation consultant to the Compensation Committee was a de minimis amount of benefits consulting.
At the direction of the Committee, Willis Towers Watson advises the Committee in implementing and overseeing appropriate compensation programs and policies. As part of this process, Willis Towers Watson provides the Committee with comparative market data based on analyses of the practices of the Comparator Group defined above under “Comparative Framework” and relevant survey data. The comparative market data that Willis Towers Watson provides address the structure of the compensation programs maintained by the Comparator Group companies as well as the amount of compensation they provide. Willis Towers Watson provides guidance on industry best practices and advises the Committee in determining appropriate ranges for base salaries, annual incentives and equity compensation for each senior executive position.
Evaluating the Chief Executive Officer’s Performance
The Board and the Compensation Committee employ a formal rating process to evaluate the Chief Executive Officer’s performance. As part of this process, the Board reviews financial and other relevant data related to the performance of the Chief Executive Officer at each meeting of the Board throughout the year. At the end of the year, each non-management director provides an evaluation and rating of the Chief Executive Officer’s performance in various categories. The Committee Chair submits a consolidated rating report and the Committee’s recommendations regarding the Chief Executive Officer’s compensation to the non-management directors for review and ratification. The Chairman of the Board, Chairman of the Committee, and the Lead Director chair a discussion with the directors in executive session without the Chief Executive Officer present. From that discussion, the Committee finalizes the Chief Executive Officer’s performance rating. The Chairman of the Board, the Chairman of the Committee, and the Lead Director review the final performance rating results and commentary with the Chief Executive Officer. The Committee takes the performance rating and financial data into account in determining the Chief Executive Officer’s compensation and the adoption of goals and objectives for the Chief Executive Officer for the following year.
2019 Proxy Statement 41
Table of Contents
Equity Award Practices
The Committee reviews and approves all equity awards to newly hired or promoted executives at regular meetings throughout the year. As a rule, the Committee grants awards to newly hired or promoted executives that are effective the earlier of the last day of the month following the date of hire or promotion or the last day of the month following the date of the Committee meeting at which the grant is approved. If the last day of such month is a day on which the NYSE is not open for trading, then the grant date will be the first day of the following month on which the NYSE is open for trading. The Committee has also given the Chief Executive Officer discretion to grant equity awards to non-executive officers as required throughout the year (other than normal annual grants, which are granted by the Committee) within the guidelines of the nVent Electric plc 2018 Omnibus Incentive Plan, up to a maximum grant date value of $1,500,000 total for 2018. The Chief Executive Officer provides a summary report to the Committee Chair disclosing the aggregate awards granted by the Chief Executive Officer during the preceding fiscal year. All options are granted with an exercise price equal to fair market value based on the closing share price on the effective day of grant.
Executive Compensation Tables
Summary Compensation Table
The table below summarizes the total compensation paid to or earned by each of the Named Executive Officers, for the years ended December 31, 2016, 2017 and 2018.
| (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) |
Name and
Principal Position | Year | Salary
($)(1) | Bonus
($)(2) | Stock
Awards
($)(3) | Option
Awards
($)(4) | Non-Equity
Incentive Plan
Compensation
($)(1)(5) | Change in
Pension Value and
Non-Qualified Deferred
Compensation Earnings
($)(6) | All Other
Compensation
($)(7) | Total
Compensation
($) |
Beth A. Wozniak
Chief Executive Officer | 2018 | 716,193 | — | 2,100,002 | 699,486 | 843,249 | 276,363 | 52,362 | 4,687,655 |
| 2017 | 485,000 | — | 975,009 | 324,994 | 503,826 | 297,769 | 75,162 | 2,661,760 |
| 2016 | 485,000 | — | 666,660 | 332,988 | 226,447 | 212,586 | 54,461 | 1,978,142 |
Stacy P. McMahan(8)
Executive Vice President and
Chief Financial Officer | 2018 | 500,000 | — | 656,255 | 218,590 | 412,500 | — | 34,404 | 1,821,749 |
2017
| 125,000 | — | 499,984 | — | 121,736 | — | 152,766 | 899,486 |
Jon D. Lammers(8)
Executive Vice President,
General Counsel and Secretary | 2018 | 450,000 | — | 449,988 | 149,890 | 321,750 | — | 252,259 | 1,623,887 |
Thomas F. Pettit(8)
Executive Vice President and
Chief Integrated Supply
Chain Officer | 2018 | 385,000 | 55,000 | 586,906 | 62,456 | 211,750 | — | 45,616 | 1,346,728 |
Lynnette R. Heath(8)
Executive Vice President and
Chief Human Resources Officer | 2018 | 375,000 | — | 337,503 | 112,417 | 268,125 | — | 25,163 | 1,118,208 |
2017
| 29,830 | 500,000 | 600,032 | — | — | — | — | 1,129,862 |
(1) | The amounts shown in the “Salary” and “Non-Equity Incentive Plan Compensation” columns are not reduced by any deferrals under our nonqualified deferred compensation plans. |
(2) | The amount in column (d) for Mr. Pettit for 2018 represents a one-time cash bonus award granted in connection with work completed for the Separation. |
(3) | The amounts in column (e) represent the aggregate grant date fair value, computed in accordance with ASC 718, of restricted stock units and performance share units granted during each year. The values attributable to the 2018 grants of restricted stock units were as follows: Ms. Wozniak – $699,992; Ms. McMahan – $218,760; Mr. Lammers – $149,987; Mr. Pettit. – $461,904; and Ms. Heath – $112,510. The values attributable to the 2018 grants of performance share units were based on the probable outcome of the performance conditions at the time of grant, and were as follows: Ms. Wozniak – $1,400,010; Ms. McMahan – $437,495; Mr. Lammers – $300,000; Mr. Pettit – $125,002; and Ms. Heath – $224,994. The maximum values of the 2018 grants of performance share units at the time of grant assuming that the highest level of performance conditions are attained, are as follows: Ms. Wozniak – $4,200,029; Ms. McMahan – $1,312,485; Mr. Lammers – $900,001; Mr. Pettit – $375,007; and Ms. Heath – $674,982. Restricted stock units are valued at market value on the date of grant and are expensed over the vesting period. The performance share units vest based on the |
42 nVent Electric plc
24 months. Table of Contents
Executive Compensation Tables
| satisfaction of a three-year service period and the achievement of certain performance metrics over that same period. Upon vesting, performance share unit holders receive dividends that accumulate during the vesting period. The fair value of these performance share units is determined based on the closing market price of our ordinary shares at the date of grant. Compensation expense is recognized over the period an employee is required to provide service based on the estimated vesting of the performance share units granted. The estimated vesting of the performance share units is based on the probability of achieving certain financial performance metrics during the three year vesting period. |
(4) | The amounts in column (f) represent the aggregate grant date fair value, computed in accordance with ASC 718, of stock options granted during each year. We estimated the fair value of each stock option award on the date of grant in accordance with FASB ASC Topic 718 using a Black-Scholes option pricing model, modified for dividends and using the following weighted average assumptions: risk-free interest rate of 2.53%; expected dividend yield of 2.94%; expected share price volatility of 25.5%; and expected term of 6.1 years. These estimates require us to make assumptions based on historical results, observance of trends in our peer group’s share prices, changes in option exercise behavior, future expectations and other relevant factors. We based the expected life assumption on Pentair’s historical experience as well as the terms and vesting periods of the options granted. For purposes of determining expected volatility, we considered a rolling average of historical volatility of our peer group measured over a period approximately equal to the expected option term. The risk-free rate for periods that coincide with the expected life of the options is based on the U.S. Treasury Department yield curve in effect at the time of grant. |
(5) | The amounts in column (g) with respect to 2018 reflect cash awards to the named individuals pursuant to awards under the MIP in 2018, which were determined by the Compensation Committee at its February 18, 2019 meeting and, to the extent not deferred by the executive, paid shortly thereafter. |
(6) | The amounts in column (h) reflect, for those Named Executive Officers who participated in our pension plans, the increase in the actuarial present value of the Named Executive Officer’s accumulated benefits under such pension plans determined using interest rate and mortality rate assumptions consistent with those used in our financial statements. We do not provide any above market or preferential earnings on amounts deferred under our non-qualified deferred compensation plans. |
(7) | The table below shows the components of column (i) for 2018, which include perquisites and other personal benefits; and the Company contributions under the Sidekick Plan, RSIP Plan and the Employee Stock Purchase Plan: |
| | (a) | | (b) | | (c) | | (d) |
| Name | | Other Perquisites and
Personal Benefits
($)(a) | | Contributions under
Defined Contribution
Plans
($)(b) | | Matches under the
Employee Stock
Purchase Plan
($) | | Total All Other
Compensation |
| Beth A. Wozniak | | 10,812 | | 39,300 | | 2,250 | | 52,362 |
| Stacy P. McMahan | | 14,880 | | 17,440 | | 2,083 | | 34,404 |
| Jon D. Lammers | | 238,509 | | 13,750 | | — | | 252,259 |
| Thomas F. Pettit | | 11,452 | | 31,914 | | 2,250 | | 45,616 |
| Lynnette R. Heath | | 10,241 | | 13,750 | | 1,172 | | 25,163 |
| (a) | The amounts shown in column (a) consist of the relocation assistance in the amount of $1,855 and $167,774 and related tax gross-ups provided to Ms. McMahan and Mr. Lammers, respectively (the gross-up was in the amount of $4,753 for Ms. McMahan and $54,971 for Mr. Lammers); the aggregate incremental cost of sporting event tickets in the amount of $5,200 each for Ms. McMahan, Mr. Lammers, Mr. Pettit and Ms. Heath; payments to Ms. Wozniak ($1,906) and Ms. Heath ($1,543) to make them whole for taxes on imputed income resulting from attendance at a sales incentive event at which they were accompanied by their spouses; the cost of annual executive physicals for Ms. Wozniak, Ms. McMahan, Mr. Lammers and Mr. Pettit; wellness program rewards for Ms. Wozniak and Mr. Lammers; and a fitness center reimbursement for Ms. Wozniak. The relocation assistance to Ms. McMahan and Mr. Lammers was provided pursuant to a policy that applies generally to all of our executives, and the wellness program rewards and fitness center reimbursement were provided pursuant to a broad-based policy that applies generally to U.S. employees. |
| (b) | The amount shown in column (b) for each individual reflects amounts contributed by us to the RSIP Plan and the Sidekick Plan during 2018. In the case of the Sidekick Plan, the amounts contributed by us during 2018 relate to salary deferrals in 2017. |
(8) | Because Ms. McMahan and Ms. Heath first became named executive officers in the Form 10 covering 2017 compensation, the Summary Compensation Table includes only two years of their compensation. Because Mr. Lammers and Mr. Pettit have not previously been named executive officers, the Summary Compensation Table includes only one year of their compensation. |
2019 Proxy Statement 43
Table of Contents
Executive Compensation Tables
Grants of Plan-Based Awards in 2018
| | | Estimated Future Payouts Under
Non-Equity Incentive Plan
Awards(2) | Estimated Future Payouts
Under Equity Incentive Plan
Awards(3) | | | | |
| (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | (k) | (l) | (m) |
| Name | Grant Date | Compensation
Committee
Approval
Date(1) | Threshold
($) | Target
($) | Maximum
($) | Threshold
(#) | Target
(#) | Maximum
(#) | All Other
Stock
Awards:
Number of
Shares of
Stock or
Units
(#)(4) | All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#)(5) | Exercise or
Base Price
of Option
Awards
($/sh) | Grant Date
Fair Value
of Stock
and Option
Awards
($)(6) |
Beth A.
Wozniak | 05/07/2018 | 05/07/2018 | | | | 27,625 | 55,249 | 165,747 | | | | 1,400,010 |
| 05/07/2018 | 05/07/2018 | | | | | | | 27,624 | | | 699,992 |
| 05/07/2018 | 05/07/2018 | | | | | | | | 3,933 | 25.34 | 19,822 |
| 05/07/2018 | 05/07/2018 | | | | | | | | 134,854 | 25.34 | 679,664 |
| | 574,943 | 766,590 | 1,801,487 | | | | | | | |
Stacy P.
McMahan | 05/07/2018 | 05/07/2018 | | | | 8,633 | 17,265 | 51,795 | | | | 437,495 |
| 05/07/2018 | 05/07/2018 | | | | | | | 8,633 | | | 218,760 |
| 05/07/2018 | 05/07/2018 | | | | | | | | 11,838 | 25.34 | 59,664 |
| 05/07/2018 | 05/07/2018 | | | | | | | | 31,533 | 25.34 | 158,926 |
| | 281,250 | 375,000 | 881,250 | | | | | | | |
Jon D.
Lammers | 05/07/2018 | 05/07/2018 | | | | 5,920 | 11,839 | 35,517 | | | | 300,000 |
| 05/07/2018 | 05/07/2018 | | | | | | | 5,919 | | | 149,987 |
| 05/07/2018 | 05/07/2018 | | | | | | | | 11,838 | 25.34 | 59,664 |
| 05/07/2018 | 05/07/2018 | | | | | | | | 17,902 | 25.34 | 90,226 |
| | 219,375 | 292,500 | 687,375 | | | | | | | |
Thomas F.
Pettit | 01/02/2018 | 12/4/2017 | | | | | | | 16,867 | | | 399,416 |
| 05/07/2018 | 05/07/2018 | | | | 2,467 | 4,933 | 14,799 | | | | 125,002 |
| 05/07/2018 | 05/07/2018 | | | | | | | 2,466 | | | 62,488 |
| 05/07/2018 | 05/07/2018 | | | | | | | | 11,838 | 25.34 | 59,664 |
| 05/07/2018 | 05/07/2018 | | | | | | | | 554 | 25.34 | 2,792 |
| | 144,375 | 192,500 | 452,375 | | | | | | | |
Lynnette R.
Heath | 05/07/2018 | 05/07/2018 | | | | 4,440 | 8,879 | 26,637 | | | | 224,994 |
| 05/07/2018 | 05/07/2018 | | | | | | | 4,440 | | | 112,510 |
| 05/07/2018 | 05/07/2018 | | | | | | | | 11,838 | 25.34 | 59,664 |
| 05/07/2018 | 05/07/2018 | | | | | | | | 10,467 | 25.34 | 52,754 |
| | 182,813 | 243,750 | 572,813 | | | | | | | |
(1) | The Compensation Committee’s practices for granting options, restricted stock units and performance share units, including the timing of all grants and approvals thereof, are described under “Compensation Discussion and Analysis – 2018 Long-Term Incentive Compensation.” |
(2) | The amounts shown in column (d) to which no grant date applies reflect the total of the threshold payment levels for each element under our MIP. This amount is 75% of the target amounts shown in column (e). The amounts shown in column (f) are 235% of such target amounts for each Named Executive Officer. These amounts are based on the individual’s current position and base salary as in effect on December 1, 2018. |
(3) | The amounts shown in column (g) as having been granted on May 7, 2018, reflect the total of the threshold payment levels for the performance share units granted in 2018 under the nVent Electric plc 2018 Omnibus Incentive Plan, which is 50% of the target amounts shown in column (h). The amounts shown in column (j) are 300% of such target amounts. Any amounts payable with respect to performance units would be paid in March 2021, based on cumulative performance for the period 2018 to 2020. |
(4) | The amounts shown in column (j) reflect the number of restricted stock units granted to each Named Executive Officer in 2018 under the nVent Electric plc 2018 Omnibus Incentive Plan. |
(5) | The amounts shown in column (k) reflect the number of options to purchase ordinary shares granted to each Named Executive Officer in 2018 under the nVent Electric plc 2018 Omnibus Incentive Plan. |
(6) | The amounts shown in column (m) reflect the grant date fair value of the awards of restricted stock units, performance share units and stock options computed in accordance with ASC 718. |
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Outstanding Equity Awards at December 31, 2018
| Stock Awards | | | | | |
| Name | Number of
Securities
Underlying
Unexercised
Options
Exercisable
(#) | Number of
Securities
Underlying
Unexercised
Options
Unexercisable
(#) | Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
(#) | Option
Exercise
Price
($)(1) | Option
Expiration
Date | Number
of Shares
of Stock
or Units
That Have
Not Been
Vested
(#)(2) | Market
Value of
Shares of
Stock or
Units That
Have Not
Vested
($)(3) | Equity
Incentive
Plan
Awards:
Number of
Unearned
Shares
That Have
Not
Vested
(#)(4) | Equity
Incentive
Plan
Awards:
Market
or Payout
Value of
Unearned
Shares
That Have
Not Vested
($)(3) |
| Beth A. Wozniak | | | | | | 70,609 | 1,585,875 | | |
| | | | | | | 55,249 | 1,240,893 |
| — | 65,191(5) | | 18.25 | 9/15/2025 | | | | |
| 21,592 | 10,797(6) | | 16.65 | 1/4/2026 | | | | |
| 8,741 | 17,482(7) | | 19.57 | 1/3/2027 | | | | |
| — | 138,787(8) | | 25.34 | 5/7/2028 | | | | |
| Stacy P. McMahan | | | | | | 29,646 | 665,849 | | |
| | | | | | | 17,265 | 387,772 |
| — | 43,371(8) | | 25.34 | 5/7/2028 | | | | |
| Jon D. Lammers | | | | | | 16,623 | 373,353 | | |
| | | | | | | 11,839 | 265,904 |
| — | 29,740(8) | | 25.34 | 5/7/2028 | | | | |
| Thomas F. Pettit | | | | | | 37,313 | 838,059 | | |
| | | | | | | 4,933 | 110,795 |
| 5,410 | 2,707(9) | | 16.61 | 3/1/2026 | | | | |
| 2,169 | 4,340(10) | | 20.22 | 3/1/2027 | | | | |
| — | 12,392(8) | | 25.34 | 5/7/2028 | | | | |
| Lynnette R. Heath | | | | | | 30,131 | 676,742 | | |
| | | | | | | 8,879 | 199,422 |
| — | 22,305(9) | | 25.34 | 5/7/2028 | | | | |
(1) | The exercise price for all stock option grants is the fair market value of our ordinary shares on the date of grant. |
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(2) | For the restricted stock unit awards granted to Ms. Wozniak on September 15, 2015, to Ms. McMahan on October 31, 2017, to Mr. Lammers on December 4, 2017, to Mr. Pettit on January 2, 2018 and to Ms. Heath on December 4, 2017, 100% of the award will vest on the fourth anniversary of the grant date. For the restricted stock unit awards granted in 2018, one-third of the award will vest on January 1 of each of the first three years after the grant date. For all other awards of restricted stock units, one-third of the award will vest on each of the first, second, and third anniversaries of the grant date. The grant dates of the restricted stock unit awards are as follows:
|
| Name | | Grant Date | | Number of Restricted
Stock Units |
| Beth A. Wozniak | | 9/15/2015 | | 16,192 |
| | | 1/4/2016 | | 2,255 |
| | | 1/3/2017 | | 3,739 |
| | | 5/7/2018 | | 27,624 |
| | | 1/4/2016 | | 9,064 |
| | | 1/3/2017 | | 11,734 |
| Stacy P. McMahan | | 10/31/2017 | | 21,013 |
| | | 5/7/2018 | | 8,633 |
| Jon D. Lammers | | 12/4/2017 | | 10,704 |
| | | 5/7/2018 | | 5,919 |
| Thomas F. Pettit | | 12/15/2015 | | 12,785 |
| | | 3/1/2016 | | 565 |
| | | 3/1/2017 | | 928 |
| | | 1/2/2018 | | 16,867 |
| | | 5/7/2018 | | 2,466 |
| | | 3/1/2016 | | 2,255 |
| | | 3/1/2017 | | 1,448 |
| Lynnette R. Heath | | 12/4/2017 | | 25,691 |
| | | 5/7/2018 | | 4,440 |
(3) | The amounts in these columns were calculated by multiplying the closing market price of our ordinary shares on the last trading day of our most recently completed fiscal year of $22.46 by the number of unvested restricted stock units or performance share units, as applicable.
|
(4) | The number of performance share units shown in this column reflects the target performance level for the 2018 awards, in accordance with SEC regulations requiring that the number of units be based on achieving threshold performance goals or, if the previous fiscal year’s performance has exceeded the threshold, the next higher performance measure (target or maximum) that exceeds the previous fiscal year’s performance.
|
| Name | | Vesting Date | | Number of
Performance
Share Units |
| Beth A. Wozniak | | 12/31/2020 | | 55,249 |
| Stacy P. McMahan | | 12/31/2020 | | 17,265 |
| Jon D. Lammers | | 12/31/2020 | | 11,839 |
| Thomas F. Pettit | | 12/31/2020 | | 4,933 |
| Lynnette R. Heath | | 12/31/2020 | | 8,879 |
(5) | 100% of these options will vest on each of the fourth anniversary of the grant date, September 15, 2015.
|
(6) | One-third of these options will vest on each of the first, second and third anniversaries of the grant date, January 4, 2016.
|
(7) | One-third of these options will vest on each of the first, second and third anniversaries of the grant date, January 2, 2017.
|
(8) | One-third of these options will vest on January 1 of years 2019, 2020, and 2021.
|
(9) | One-third of these options will vest on each of the first, second and third anniversaries of the grant date, March 1, 2016.
|
(10) | One-third of these options will vest on each of the first, second and third anniversaries of the grant date, March 1, 2017
|
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As described above under the heading “Treatment of Equity-Based Compensation Awards upon the Separation,” in connection with the Separation, all restricted stock unit, stock option, and performance share unit awards granted before May 9, 2017 that were held by nVent employees, were converted based on a “bifurcation” method into awards relating to both nVent shares and Pentair shares, and the exercise prices and number of shares subject to each award were adjusted so that the aggregate value of the two awards preserved the intrinsic value of the original Pentair award, as measured immediately before and immediately after the Separation. The preceding table includes only those awards that relate to nVent shares.
2018 Option Exercises and Stock Vested Table
The following table shows a summary of the stock options exercised by the Named Executive Officers in 2018 and the restricted stock or restricted stock units vested for the Named Executive Officers during 2018.
| | Option awards | | Stock awards |
| Name | | Number of
Shares
Acquired on
Exercise
(#) | | Value
Realized on
Exercise
($)(1) | | Number of
Shares
Acquired on
Vesting
(#) | | Value
Realized on
Vesting
($)(2) |
| Beth A. Wozniak | | — | | — | | 4,124 | | 295,925 |
| Stacy P. McMahan | | — | | — | | — | | — |
| Jon D. Lammers | | — | | — | | — | | — |
| Thomas F. Pettit | | — | | — | | 13,814 | | 344,930 |
| Lynnette R. Heath | | — | | — | | — | | — |
(1) | Reflects the amount calculated by multiplying the number of options exercised by the difference between the market price of our ordinary shares on the exercise date and the exercise price of options.
|
(2) | Reflects the amount calculated by multiplying the number of shares vested by the market price of our ordinary shares on the vesting date or, in the case of any vesting that occurred prior to the Separation, reflects the number of shares of Pentair that vested and their then-current market price.
|
2018 Pension Benefits
Listed below are the number of years of credited service and present value of accumulated pension benefits as of December 31, 2018 under the nVent Management Company Supplemental Executive Retirement Plan (“SERP”) for Ms. Wozniak, the only Named Executive Officer eligible for the SERP. The SERP is described in detail following the table below. The disclosed benefit for Ms. Wozniak is an actuarial estimate only and does not necessarily reflect the actual amounts that will be paid to Ms. Wozniak, which will only be known at the time that she becomes eligible for payment.
| Name | | Plan Name | | Number of
Years
Credited
Service
(#)(1) | | Present Value
of Accumulated
Benefit
($)(2) | | Payments
During Last
Fiscal Year
($) |
| Beth A. Wozniak | | SERP | | 3 | | 786,718 | | — |
(1) | Includes years of credited service with Pentair prior to the Separation.
|
(2) | SERP benefits are payable following retirement at age 55 or later in the form of an annuity. The actuarial present values above were calculated using the following methods and assumptions:
|
● | SERP present values were based on the accrued benefit payable at age 65 and were calculated as of December 31, 2018. |
● | Present values for the SERP are based on a 180-month-certain only annuity. |
● | The present value of SERP benefits as of December 31, 2018 was calculated assuming a 4.25 interest rate. |
The actual amount of pension benefits ultimately paid to Ms. Wozniak may vary based on a number of factors, including differences from the assumptions used to calculate the amounts.
2019 Proxy Statement 47
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The nVent Management Company Supplemental Executive Retirement and Restoration Plan
The SERP is an unfunded, nonqualified defined benefit pension plan. The only employees that are eligible to participate in the SERP are those who were participating in Pentair’s Supplemental Executive Retirement Plan at the time of the Separation. Benefits under the SERP vest upon the completion of five years of benefit service (which is all service at Pentair and nVent following initial participation in Pentair’s plan). As of the date of this Proxy Statement, Ms. Wozniak, the only Named Executive Officer eligible for the SERP, was not fully vested in her SERP benefit.
Benefits under the SERP are based upon the number of an employee’s years of service following initial participation in Pentair’s plan and the highest average earnings for a five calendar-year period (ending with retirement). Compensation covered by the SERP for Ms. Wozniak equals the amounts set forth in the “Salary” column under “Executive Compensation Tables-Summary Compensation Table” and 2018 incentive compensation paid under the MIP in March 2019 set forth in the “Non-Equity Incentive Plan Compensation” column under “Executive Compensation Tables-Summary Compensation Table.”
Benefits under the SERP are calculated as:
● | final average compensation as defined above; multiplied by |
● | benefit service percentage, which equals 15% multiplied by years of benefit service. |
Nonqualified Deferred Compensation Table
The following table sets forth the contributions, earnings, distributions and 2018 year-end balances for each of the Named Executive Officers under our Sidekick Plan described under “Compensation Discussion and Analysis – Retirement and Other Benefits – Deferred Compensation.” Contributions we make to the Sidekick Plan are intended to make up for contributions to our qualified retirement plan (which, for 2018, was the Pentair RSIP), including our matching contributions, for cash compensation above the maximum imposed by the Code, which was $275,000 in 2018. Because the Code does not permit contributions on amounts in excess of that limit under a tax-qualified plan, the Sidekick Plan is designed to permit matching contributions on compensation in excess of the maximum imposed by the Code. We make these matching contributions to the Sidekick Plan on amounts in excess of the maximum imposed by the Code, but below the $700,000 compensation limit contained in our Sidekick Plan (such contributions by a Named Executive Officer, “Covered Sidekick Compensation”).
| Name | | Executive
Contributions
in 2018
($)(1) | | Registrant
Contributions
in 2018
($)(2) | | Aggregate
Earnings/(Loss)
in 2018
($)(3) | | | Aggregate
Withdrawals/
Distributions
in 2018
($) | | | Aggregate
Balance at
December 31, 2018
($)(4) |
| Beth A. Wozniak | | 28,292 | | 21,500 | | (29,586 | ) | | — | | | 274,859 |
| Stacy P. McMahan | | 25,208 | | 3,750 | | (2,384 | ) | | — | | | 31,648 |
| Jon D. Lammers | | 107,813 | | — | | (10,130 | ) | | — | | | 97,683 |
| Thomas F. Pettit | | 109,649 | | 14,114 | | (84,393 | ) | | (79,165 | ) | | 802,822 |
| Lynnette R. Heath | | — | | — | | — | | | — | | | — |
(1) | Reflects the amount of cash compensation each Named Executive Officer deferred in 2018 under the Sidekick Plan. These amounts were previously reported in the “Salary” or “Non-Equity Incentive Compensation” column of the Summary Compensation Table for 2018.
|
(2) | Equals the total contributions we made in 2018 under the Sidekick Plan for each Named Executive Officer, which are included in the column labeled “All Other Compensation” above. For 2018, the total amount reflected matching contributions equal to one dollar for each dollar contributed up to 1% of Covered Sidekick Compensation, and 50 cents for each incremental dollar contributed on the next 5%, deferred in 2017 by each Named Executive Officer; we normally make matching contributions one year in arrears. For deferrals in 2018, the matching contributions will be equal to one dollar for each dollar contributed up to 5% of Covered Sidekick Compensation.
|
(3) | Reflects the amount of investment earnings realized by each Named Executive Officer on the investments chosen that are offered to participants in our Sidekick Plan, which are substantially the same as those offered in our RSIP Plan. Fidelity Investments Institutional Services Co. provides these investment vehicles for participants and handles all allocation and accounting services for these plans. We do not guarantee or subsidize any investment earnings in either Plan.
|
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(4) | Amounts deferred under the Sidekick Plan that have also been reported in the Summary Compensation Table for 2016 and 2017 for each Named Executive Officer are: Ms. Wozniak — $254,654; Ms. McMahan — $5,074; Mr. Lammers — $0; Mr. Pettit — $0; and Ms. Heath — $0. To the extent the amounts in this column are less than the amounts reported in the Summary Compensation Table since 2016, the difference is due to losses, withdrawals or distributions.
|
Potential Payments Upon Termination or Change in Control
Except for items described below, we have no agreements, arrangements, or plans that entitle executive officers to severance, perquisites, or other enhanced benefits upon termination of their employment; any such payments or benefits would be at the discretion of the Compensation Committee.
Change in Control Agreements
We have entered into agreements with certain key corporate executives and segment presidents, including all Named Executive Officers, that provide for contingent benefits upon a change in control. These agreements are intended to provide for continuity of management upon a completed or threatened change in control. The agreements provide that covered executive officers could be entitled to certain severance or other benefits following a change in control. If, following such a change in control, the executive officer is involuntarily terminated, other than for disability or for cause, or if such executive officer terminates his or her employment for conditions that constitute good reason, then the executive officer is entitled to certain severance payments. As previously disclosed, we have adopted a policy of not including automatic single trigger change in control vesting and excise tax gross-ups. Under these agreements, “cause” means:● | engaging in intentional conduct that causes us demonstrable and serious financial injury; |
● | conviction of a felony; or |
● | continuing willful and unreasonable refusal by an officer to perform his or her duties or responsibilities. |
•
engaging in intentional conduct that causes us demonstrable and serious financial injury;
•
conviction of a felony; or
•
continuing willful and unreasonable refusal by an officer to perform his or her duties or responsibilities.
Under these agreements, “good reason” means:● | a breach of the agreement by us; |
● | any reduction in an officer’s base salary, percentage of base salary available as incentive compensation or bonus opportunity or benefits, or grant date fair value of annual equity-based awards; |
● | an officer’s removal from, or any failure to reelect or reappoint him or her to serve in, any of the positions held with us on the date of the change in control or any other positions to which he or she is thereafter elected, appointed or assigned, except in the event that such removal or failure to reelect or reappoint relates to our termination of an officer’s employment for cause or by reason of disability; |
● | a good faith determination by an officer that there has been a material adverse change in his or her working conditions or status relative to the most favorable working conditions or status in effect during the 180-day period prior to the change in control, or, to the extent more favorable to him or her, those in effect at any time while employed after the change in control, including a significant change in the nature or scope of his or her authority, powers, functions, duties or responsibilities or a significant reduction in the level of support services, staff, secretarial and other assistance, office space and accoutrements, but in each case excluding for this purpose an isolated, insubstantial and inadvertent event not occurring in bad faith that we remedy within 10 days after receipt of written notice; |
● | relocation of an officer’s principal place of employment to a location more than 50 miles from his or her principal place of employment on the date 180 days prior to the change in control; |
● | imposition of a requirement that an officer travel on business 20% in excess of the average number of days per month he or she was required to travel during the 180-day period prior to the change in control; or |
● | our failure to cause a successor to assume an officer’s agreement. |
2019 Proxy Statement 49
•
a breach of the agreement by us;
•
any reduction in an officer’s base salary, percentage of base salary available as incentive compensation or bonus opportunity or benefits, or grant date fair value of annual equity-based awards;
•
an officer’s removal from, or any failure to reelect or reappoint him or her to serve in, any of the positions held with us on the date of the change in control or any other positions to which he or she is thereafter elected, appointed or assigned, except in the event that such removal or failure to reelect or reappoint relates to our termination of an officer’s employment for cause or by reason of disability;
•
a good faith determination by an officer that there has been a material adverse change in his or her working conditions or status relative to the most favorable working conditions or status in effect during the 180-day period prior to the change in control, or, to the extent more favorable to him or her, those in effect at any time while employed after the change in control, including a significant change in the nature or scope of his or her authority, powers, functions, duties or responsibilities or a significant reduction in the level of support services, staff, secretarial and other assistance, office space and accoutrements, but in each case excluding for this purpose an isolated, insubstantial and inadvertent event not occurring in bad faith that we remedy within 10 days after receipt of written notice;
•
relocation of an officer’s principal place of employment to a location more than 50 miles from his or her principal place of employment on the date 180 days prior to the change in control;
•
imposition of a requirement that an officer travel on business 20% in excess of the average number of days per month he or she was required to travel during the 180-day period prior to the change in control; or
•
our failure to cause a successor to assume an officer’s agreement.
Executive Compensation Tables
Under these agreements, a “change in control” is deemed to have occurred if:● | any person is or becomes the beneficial owner of securities representing 30% or more of our outstanding ordinary shares or combined voting power; |
● | a majority of the Board changes in a manner that has not been approved by at least two-thirds of the incumbent directors or successor directors nominated by at least two-thirds of the incumbent directors; |
● | we consummate a merger, consolidation or share exchange with any other entity (or the issuance of voting securities in connection with a merger, consolidation or share exchange) which our shareholders have approved and in which our shareholders control less than 50% of combined voting power after the merger, consolidation or share exchange; or |
● | we consummate a plan of complete liquidation or dissolution or an agreement for the sale or disposition of all or substantially all of our assets which our shareholders have approved. |
•
any person is or becomes the beneficial owner of securities representing 30% or more of our outstanding ordinary shares or combined voting power;
•
a majority of the Board changes in a manner that has not been approved by at least two-thirds of the incumbent directors or successor directors nominated by at least two-thirds of the incumbent directors;
•
we consummate a merger, consolidation or share exchange with any other entity (or the issuance of voting securities in connection with a merger, consolidation or share exchange) which our shareholders have approved and in which our shareholders control less than 50% of combined voting power after the merger, consolidation or share exchange; or
•
we consummate a plan of complete liquidation or dissolution or an agreement for the sale or disposition of all or substantially all of our assets which our shareholders have approved.
The benefits under the change in control agreements that could be triggered by a covered termination (which includes termination of the executive by us other than for death, disability or cause or by the executive for good reason) in connection with such a change in control include:● | severance payable upon termination in an amount equal to 200% of annual base salary plus the greatest of the executive’s target bonus for the year of termination, the actual bonus paid with respect to the year prior to the change in control, or the actual bonus paid in the year prior to the change in control; |
● | replacement coverage for Company-provided group medical, dental and life insurance policies for up to two years; |
● | the cost of an executive search agency not to exceed 10% of the executive’s annual base salary; |
● | for Ms. Wozniak only, the accelerated accrual and vesting of benefits under the SERP and up to three additional years of service can be credited, up to a maximum of seven years of service; |
● | up to $15,000 in fees and expenses of consultants and legal or accounting advisors; and |
● | all equity-based and cash incentive awards granted prior to the change in control will be subject to the terms of the incentive plan under which they were granted (including accelerated vesting, if provided for in the applicable plan), and all equity-based and cash incentive awards granted on or after the change in control will vest or be earned in full upon such termination. |
•
severance payable upon termination in an amount equal to 200% of annual base salary plus the greatest of the executive’s target bonus for the year of termination, the actual bonus paid with respect to the year prior to the change in control, or the actual bonus paid in the year prior to the change in control;
•
replacement coverage for Company-provided group medical, dental and life insurance policies for up to two years;
•
the cost of an executive search agency not to exceed 10% of the executive’s annual base salary;
•
for Ms. Wozniak only, the accelerated accrual and vesting of benefits under the SERP and up to three additional years of service can be credited, up to a maximum of seven years of service;
•
up to $15,000 in fees and expenses of consultants and legal or accounting advisors; and
•
all equity-based and cash incentive awards granted prior to the change in control will be subject to the terms of the incentive plan under which they were granted (including accelerated vesting, if provided for in the applicable plan), and all equity-based and cash incentive awards granted on or after the change in control will vest or be earned in full upon such termination.
In the case of each Named Executive Officer, the agreement also requires the executive to devote his or her best efforts to us or our successor during the two-year period following the change in control, to maintain the confidentiality of our information during and following employment and, to the extent not prohibited under applicable law, to refrain from competitive activities for a period of one year following termination of employment with us or our successor.
Change in Control and Termination Provisions of the Omnibus Incentive Plan
Change in Control Provisions The nVent Electric plc 2018 Omnibus Incentive Plan (the “Omnibus Plan”) provides that, unless otherwise provided in the applicable award agreement, upon a change in control:● | all outstanding options, restricted stock and restricted stock units that are not performance awards are immediately vested; |
● | all outstanding performance awards (other than annual incentive awards) are paid in full based on performance at the better of target or trend; and |
● | all outstanding annual incentive awards are paid based on full satisfaction of the performance goals. |
Termination Provisions
● | Retirement. If a Board-appointed corporate officer, including any of the Named Executive Officers, terminates employment in a retirement with at least 10 years of service, the Omnibus Plan provides as follows:
|
| ● | If the retirement is prior to age 60: unvested options vest pro-rata; restricted stock and restricted stock units (that are not performance awards or for which any performance goals have been satisfied) vest pro rata; and performance awards are paid on a pro rata basis based on target performance; or
|
50 nVent Electric plc
•
all outstanding options, restricted stock and restricted stock units that are not performance awards are immediately vested;
•
all outstanding performance awards (other than annual incentive awards) are paid in full based on performance at the better of target or trend; and
•
all outstanding annual incentive awards are paid based on full satisfaction of the performance goals.
However, in December 2022, the Compensation and Human Capital Committee approved an update to the change-in-control provision included in our equity-based award agreements for any awards granted after December 11, 2022 to provide for “double trigger” vesting of such awards on a change in control, such that vesting will not be accelerated to the extent the awards are assumed or substituted for by the acquirer in the transaction. If an outstanding award is not assumed or substituted for upon a change in control, the award will become immediately vested.
Executive Compensation Tables | ● | If the retirement is after age 60: options continue to vest and remain outstanding until the earlier of the option’s expiration date and the fifth anniversary of the date of retirement; restricted stock and restricted stock units (that are not performance awards or for which any performance goals have been satisfied) vest in full; and performance awards are paid in full based on actual performance. |
● | Death or Disability. If any of the Named Executive Officers terminates employment as a result of death or disability, the Omnibus Plan provides that options, restricted stock and restricted stock units are immediately vested; and performance awards are paid in full based on actual performance. |
● | Termination Without Cause or for Good Reason. If any of the Named Executive Officers terminates employment in an involuntary termination for a reason other than cause, death or disability, or in a voluntarily termination for good reason, then the employee’s outstanding awards under the Omnibus Plan will be eligible for continued or accelerated vesting, as described below. A termination of employment under these circumstances is referred to in the Omnibus Plan as a “Covered Termination.” For a Named Executive Officer’s termination to be considered a Covered Termination, the officer must execute a general release in a form and manner determined by us. Upon a Covered Termination, the Omnibus Plan provides that awards held by a Board-appointed corporate officer, including such a Named Executive Officer, will be treated as follows: |
| ● | Stock options will remain outstanding, and will continue to vest in accordance with their terms as if the officer had remained in employment, until the earlier of the expiration date of the stock option and the fifth anniversary of the covered termination. |
| ● | Restricted stock and restricted stock units (that are not performance awards or for which any performance goals have been satisfied) will vest in full. |
| ● | Performance awards, including performance share units, will be paid following the end of the performance period based on achievement of the performance goals established for the awards as if the employee had not experienced a covered termination. |
Termination Provisions
•
Retirement. If a Board-appointed corporate officer, including any of the Named Executive Officers, terminates employment in a retirement with at least 10 years of service, the Omnibus Plan provides as follows:
▸
If the retirement is prior to age 60: unvested options vest pro-rata; restricted stock and restricted stock units (that are not performance awards or for which any performance goals have been satisfied) vest pro rata; and performance awards are paid on a pro rata basis based on target performance; or
▸
If the retirement is after age 60: options continue to vest and remain outstanding until the earlier of the option’s expiration date and the fifth anniversary of the date of retirement; restricted stock and restricted stock units (that are not performance awards or for which any performance goals have been satisfied) vest in full; and performance awards are paid in full based on actual performance.
•
Death or Disability. If any of the Named Executive Officers terminates employment as a result of death or disability, the Omnibus Plan provides that options, restricted stock and restricted stock units are immediately vested; and performance awards are paid in full based on actual performance.
•
Termination Without Cause or for Good Reason. If any of the Named Executive Officers terminates employment in an involuntary termination for a reason other than cause, death or disability, or in a voluntarily termination for good reason, then the employee’s outstanding awards under the Omnibus Plan will be eligible for continued or accelerated vesting, as described below. A termination of employment under these circumstances is referred to in the Omnibus Plan as a “Covered Termination.” For a Named Executive Officer’s termination to be considered a Covered Termination, the officer must execute a general release in a form and manner determined by us. Upon a Covered Termination, the Omnibus Plan provides that awards held by a Board-appointed corporate officer, including such a Named Executive Officer, will be treated as follows:
▸
Stock options will remain outstanding, and will continue to vest in accordance with their terms as if the officer had remained in employment, until the earlier of the expiration date of the stock option and the fifth anniversary of the covered termination.
▸
Restricted stock and restricted stock units (that are not performance awards or for which any performance goals have been satisfied) will vest in full.
▸
Performance awards, including performance share units, will be paid following the end of the performance period based on achievement of the performance goals established for the awards as if the employee had not experienced a covered termination.
Under the Omnibus Plan, the term “cause” means an act or omission by the officer as is determined by the Plan administrator to constitute cause for termination, including but not limited to any of the following:● | a material violation of any company policy; |
● | embezzlement from, or theft of property belonging to, us or any of our affiliates; |
● | willful failure to perform, or gross negligence in the performance of, or failure to perform, assigned duties; or |
● | other intentional misconduct, whether related to employment or otherwise, which has, or has the potential to have, a material adverse effect on our business. |
•
a material violation of any company policy;
•
embezzlement from, or theft of property belonging to, us or any of our affiliates;
•
willful failure to perform, or gross negligence in the performance of, or failure to perform, assigned duties; or
•
other intentional misconduct, whether related to employment or otherwise, which has, or has the potential to have, a material adverse effect on our business.
Under the Omnibus Plan, the term “good reason” means:● | any material breach by us of the terms of any employment agreement; |
● | any reduction in base salary or percentage of base salary available as incentive compensation or bonus opportunity; |
● | a good faith determination by the officer that there has been a material adverse change in the officer’s working conditions or status; or |
● | a relocation of the principal place of employment to a location more than 50 miles. |
•
any material breach by us of the terms of any employment agreement;
•
any reduction in base salary or percentage of base salary available as incentive compensation or bonus opportunity;
•
a good faith determination by the officer that there has been a material adverse change in the officer’s working conditions or status; or
•
a relocation of the principal place of employment to a location more than 50 miles.
For an event to constitute good reason, we must receive written notice and an opportunity to cure. Benefits pursuant to these incentive plans are generally applicable to all other participants who meet the requisite criteria as well as to the Named Executive Officers.
2019 Proxy Statement 51
Executive Compensation Tables
Quantification of Compensation Payable upon a Change in Control or Termination of Employment The amounts each Named Executive Officer would receive upon a termination as a result of a Covered Termination, a qualifying retirement with 10 years of service, death or disability, in each case in the absence of a change in control, is shown below. As required by the Securities and Exchange Commission rules, the amounts shown assume that such termination was effective as of December 31, 2018,2023, and thus are estimates of the amounts that would actually be received. The actual amounts to be received can only be determined in connection with the termination event. As indicated in the table below, the
| | Name | | | Severance(1)
($) | | | Medical
Continuation(1)
($) | | | Outplacement(1)
($) | | | Stock Option
Vesting(2)
($) | | | Restricted
Stock Unit
Vesting(2)
($) | | | Performance
Share Unit
Vesting(2)(3)
($) | | | Total –
Involuntary
Without
Cause
($) | | | Total –
Retirement,
Death,
Disability
($) | |
| | Beth A. Wozniak | | | | | 4,590,000 | | | | | | 29,304 | | | | | | 50,000 | | | | | | 5,438,460 | | | | | | 5,741,539 | | | | | | 5,707,030 | | | | | | 21,556,333 | | | | | | 16,887,029 | | |
| | Sara E. Zawoyski | | | | | 1,567,500 | | | | | | 19,890 | | | | | | 50,000 | | | | | | 1,433,702 | | | | | | 1,477,073 | | | | | | 1,533,386 | | | | | | 6,081,551 | | | | | | 4,444,161 | | |
| | Joseph A. Ruzynski | | | | | 1,453,500 | | | | | | 30,798 | | | | | | 50,000 | | | | | | 920,718 | | | | | | 974,099 | | | | | | 1,016,407 | | | | | | 4,445,522 | | | | | | 2,911,224 | | |
| | Jon D. Lammers | | | | | 1,417,500 | | | | | | 30,798 | | | | | | 50,000 | | | | | | 867,309 | | | | | | 1,065,511 | | | | | | 938,881 | | | | | | 4,369,999 | | | | | | 2,871,701 | | |
| | Aravind Padmanabhan | | | | | 1,350,000 | | | | | | 31,374 | | | | | | 50,000 | | | | | | 735,350 | | | | | | 796,474 | | | | | | 869,923 | | | | | | 3,833,121 | | | | | | 2,401,747 | | |
(1)
These benefits are only benefits the Named Executive Officerpayable upon an involuntary termination without cause, and would not be entitled to receive upon a terminationpaid as a result of a Covered Termination,termination due to death, disability or retirement.
(2)
None of the restricted stock units, performance share units or options would vest upon a qualifyingretirement prior to 10 years of service and only a pro rata portion of the restricted stock units, performance share units and options would vest upon a retirement with 10 years of service death or disability, in each case inprior to age 60.
(3)
The amount shown assumes target performance. The actual amounts paid is determined on the absencebasis of a change in control, relate to accelerated vesting or payment of long-term incentive awards under our Omnibus Plan. Any severance, perquisites, or other enhanced benefits upon termination of employment inactual performance through the absence of a change in control would be at the discretionend of the Compensation Committee.| Executive | | Stock Option
Vesting(1)
($) | | Restricted Stock
Unit Vesting(1)
($) | | Performance Share
Unit Vesting(2)
($) | | Total
($) |
| Beth A. Wozniak | | 387,708 | | 1,585,856 | | 1,240,893 | | 3,214,457 |
| Stacy P. McMahan | | — | | 665,849 | | 387,772 | | 1,053,621 |
| Jon D. Lammers | | — | | 373,353 | | 265,904 | | 639,257 |
| Thomas F. Pettit | | 25,558 | | 838,028 | | 110,795 | | 974,381 |
| Lynnette R. Heath | | — | | 676,742 | | 199,422 | | 876,164 |
(1) | None of the restricted stock units or options would vest upon a retirement prior to 10 years of service, and only a pro rata portion of the restricted stock units and options would vest upon a retirement with 10 years of service prior to age 60. |
(2) | The amount shown assumes target performance. The actual amount is determined on the basis of actual performance through the end of the applicable performance period. |
applicable performance period.
The table below shows the amount of compensation payable to each Named Executive Officer upon (1) a change in control without a termination of employment or (2) a change in control followed by a termination of employment (a) by us, other than for death, disability or cause or (b) by the executive for good reason. The amounts shown assume that such termination was effective as of December 31, 2018.2023. The actual amounts to be paid out can only be determined in connection with a change in control or termination following a change in control. | | Cash
Termination
Payment(1)
($) | | Stock
Option
Vesting(2)
($) | | Restricted
Stock Unit
Vesting(2)
($) | | Performance
Share Unit
Vesting(2)
($) | | SERP &
Related
Pension(1)
($) | | Annual
Incentive
Award(2)
($) | | Outplacement(1)
($) | | Legal &
Accounting
Advisors(1)
($) | | Medical,
Dental,
Life
Insurance(1)
($) | | Total:
Change
in
Control(3)
($) | | Total:
Change
in Control
Followed by
Termination(3)
($) |
| Beth A. | | | | | | | | | | | | | | | | | | | | | | |
| Wozniak | | 3,173,180 | | 387,708 | | 1,585,856 | | 1,240,893 | | 1,172,309 | | 766,590 | | 50,000 | | 15,000 | | 30,054 | | 3,981,047 | | 8,421,590 |
| Stacy P. | | | | | | | | | | | | | | | | | | | | | | |
| McMahan | | 1,750,000 | | — | | 665,849 | | 387,772 | | — | | 375,000 | | 50,000 | | 15,000 | | 40,254 | | 1,428,621 | | 3,283,875 |
| Jon D. | | | | | | | | | | | | | | | | | | | | | | |
| Lammers | | 1,485,000 | | — | | 373,353 | | 265,904 | | — | | 292,500 | | 45,000 | | 15,000 | | 39,360 | | 931,757 | | 2,516,117 |
| Thomas F. | | | | | | | | | | | | | | | | | | | | | | |
| Pettit | | 1,155,000 | | 25,558 | | 838,028 | | 110,795 | | — | | 192,500 | | 38,500 | | 15,000 | | 39,581 | | 1,166,881 | | 2,414,962 |
| Lynnette R. | | | | | | | | | | | | | | | | | | | | | | |
| Heath | | 1,237,500 | | — | | 676,742 | | 199,422 | | — | | 243,750 | | 37,500 | | 15,000 | | 39,522 | | 1,119,914 | | 2,449,436 |
(1) | Triggered only upon a termination of the executive officer by us other than for death, disability or cause, or by the executive for good reason, in either case within two years after a change in control. |
(2) | Triggered solely upon a change in control under our Omnibus Plan. The amount shown for performance share units and the annual incentive award assumes target performance and the amount shown for performance share units includes the balance of any dividend equivalent units (rounded down to the nearest whole share). |
(3) | Each Named Executive Officer’s change in control agreement provides that, if excise taxes would otherwise be imposed in connection with payments received upon a change in control, then the amount of such payments will either be cut back to a level below the level that would trigger the imposition of the excise taxes, or be paid in full and subject to the excise taxes, whichever results in the better after-tax result to the executive officer. |
52 nVent Electric plc
| | Name | | | Cash
Termination
Payment(1)
($) | | | Stock
Option
Vesting(2)
($) | | | Restricted
Stock Unit
Vesting(2)
($) | | | Performance
Share Unit
Vesting(2)
($) | | | SERP &
Related
Pension(1)
($) | | | Annual
Incentive
Award(2)
($) | | | Outplacement(1)
($) | | | Legal &
Accounting
Advisors(1)
($) | | | Medical,
Dental, Life
Insurance(1)
($) | | | Total
Change in
Control(3)
($) | | | Total Change
in Control
Followed by
Termination(3)
($) | |
| | Beth A. Wozniak | | | | | 6,048,348 | | | | | | 5,438,460 | | | | | | 5,741,539 | | | | | | 5,707,030 | | | | | | — | | | | | | 1,275,000 | | | | | | 50,000 | | | | | | 15,000 | | | | | | 42,344 | | | | | | 18,162,029 | | | | | | 24,317,721 | | |
| | Sara E. Zawoyski | | | | | 2,481,800 | | | | | | 1,433,702 | | | | | | 1,477,073 | | | | | | 1,533,386 | | | | | | — | | | | | | 495,000 | | | | | | 50,000 | | | | | | 15,000 | | | | | | 39,076 | | | | | | 4,939,161 | | | | | | 7,525,037 | | |
| | Joseph A. Ruzynski | | | | | 2,311,560 | | | | | | 920,718 | | | | | | 974,099 | | | | | | 1,016,407 | | | | | | — | | | | | | 459,000 | | | | | | 50,000 | | | | | | 15,000 | | | | | | 60,759 | | | | | | 3,370,224 | | | | | | 5,807,543 | | |
| | Jon D. Lammers | | | | | 2,331,784 | | | | | | 867,309 | | | | | | 1,065,511 | | | | | | 938,881 | | | | | | — | | | | | | 420,000 | | | | | | 50,000 | | | | | | 15,000 | | | | | | 60,836 | | | | | | 3,291,701 | | | | | | 5,749,321 | | |
| | Aravind Padmanabhan | | | | | 2,179,360 | | | | | | 735,350 | | | | | | 796,474 | | | | | | 869,923 | | | | | | — | | | | | | 400,000 | | | | | | 50,000 | | | | | | 15,000 | | | | | | 58,236 | | | | | | 2,801,747 | | | | | | 5,104,343 | | |
(1)
Represents the accelerated vesting payable only upon a termination of the executive officer’s employment by us other than for death, disability or cause, or by the executive for good reason, in either case within two years after a change in control. All the Named Executive Officers are already fully vested, so no additional benefits would be due.
(2)
These benefits are payable solely upon a change in control under our 2018 Omnibus Incentive Plan. The amount shown under Performance Share Unit Vesting and Annual Incentive Award assumes target performance, and the amount shown under Performance Share Unit Vesting includes the balance of any dividend equivalent units (rounded down to the nearest whole share).
(3)
Each Named Executive Officer’s change in control agreement provides that, if excise taxes would otherwise be imposed in connection with payments received upon a change in control, then the amount of such payments will either be cut back to a level below the level that would trigger the imposition of the excise taxes, or be paid in full and subject to the excise taxes, whichever results in the better after-tax result to the executive officer.
Executive Compensation Tables
The amounts in the two tables above assume, to the extent applicable, that:● | our ordinary shares were valued at $22.46, the closing market price for our ordinary shares on the last trading day of 2018; |
● | outplacement services fees are $50,000 or 10% of annual base salary, whichever is less; |
● | legal and accounting advisor fees are the maximum possible under the change in control agreements for each executive officer; and |
● | medical, dental and life insurance coverage will continue until two years after a change in control, in each case at the current cost per year for each executive. |
•
our ordinary shares were valued at $59.09, the closing market price for our ordinary shares on the last trading day of 2023;
•
outplacement services fees are $50,000 or 10% of annual base salary, whichever is less;
•
legal and accounting advisor fees are the maximum possible under the change in control agreements for each executive officer; and
•
medical, dental and life insurance coverage will continue until two years after a change in control, in each case at the current cost per year for each executive.
As required to include a pay ratio disclosure underby Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information about the ratio of the median annual total compensation of our employees and the annual total compensation of our Chief Executive Officer.
For the year ended December 31, 2023:
•
The median of the annual total compensation of all employees of our company (other than our Chief Executive Officer) was reasonably estimated to be $50,009; and
•
The annual total compensation of our Chief Executive Officer was $8,912,856.
Based on this information, the ratio of the annual total compensation of our Chief Executive Officer to the median of the annual total compensation of all other employees is estimated to be 178 to 1. This pay ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K.
In 2022, we identified our median employee for 2022 by considering each of the 10,472 individuals employed by us worldwide on November 1, 2022. We then calculated the target cash compensation (which we define as base salary or wages plus target cash bonus) for the included individuals for 2022 to identify our median employee. To calculate the target cash compensation for any employee that we paid in currency other than U.S. Dollars, we applied the applicable foreign exchange rate in effect on November 1, 2022 to convert such foreign employee’s target cash compensation into U.S. Dollars.
In accordance with SEC rules, we used the same median employee that was identified in 2022 for purposes of this year’s disclosure. During 2023, our employee population increased by approximately 1,552 employees as a result of the acquisitions of ECM Industries and TEXA Industries. However, the ECM Industries and TEXA Industries employees that joined us as a result of the acquisitions have been excluded for purposes of this calculation, as permitted by Item 402(u) of Regulation S-K. Aside from the ECM Industries and TEXA Industries acquisitions, there have been no changes in our employee population or compensation arrangements that would significantly impact our pay ratio disclosure.
Once we identified our median employee, we added together all of the elements of such employee’s compensation for 2023 in the same way that we calculate the annual total compensation of our Named Executive Officers in the Summary Compensation Table.
Pay versus Performance
As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the executive compensation actually paid to our Named Executive Officers as defined by Item 402(v) and our financial performance during the years 2023, 2022, 2021, and 2020.
| | (a) | | | (b) | | | (c) | | | (d) | | | (e) | | | (f) | | | (g) | | | (h) | | | (i) | |
| | Year | | | Summary
Compensation
Table Total for
PEO
($)(1) | | | Compensation
Actually Paid to
PEO
($)(2) | | | Average
Summary
Compensation
Table Total for
Non-PEO NEOs
($)(3) | | | Average
Compensation
Actually Paid to
Non-PEO NEOs
($)(2) | | | Value of Initial Fixed $100
Investment Based On: | | | Net Income
(in millions) | | | Adjusted
Revenue(4)
(in millions) | |
| | nVent
TSR | | | Peer group
(S&P 400
Industrials TSR) | |
| | 2023 | | | | | 8,912,856 | | | | | | 22,465,509 | | | | | | 2,224,486 | | | | | | 4,914,622 | | | | | $ | 254 | | | | | $ | 174 | | | | | $ | 567 | | | | | $ | 3,002 | | |
| | 2022 | | | | | 7,912,415 | | | | | | 11,421,671 | | | | | | 2,060,895 | | | | | | 2,633,191 | | | | | $ | 163 | | | | | $ | 132 | | | | | $ | 400 | | | | | $ | 2,970 | | |
| | 2021 | | | | | 10,651,343 | | | | | | 18,561,232 | | | | | | 2,350,052 | | | | | | 4,036,554 | | | | | $ | 158 | | | | | $ | 150 | | | | | $ | 273 | | | | | $ | 2,374 | | |
| | 2020 | | | | | 6,322,870 | | | | | | 3,827,958 | | | | | | 1,407,410 | | | | | | 1,033,570 | | | | | $ | 94 | | | | | $ | 116 | | | | ($47) | | | | $ | 1,990 | | |
(1)
The principal executive officer (“PEO”) for all years shown in the table is Ms. Wozniak.
(2)
To calculate Compensation Actually Paid (CAP), the following amounts were deducted from and added to the Summary Compensation Table (SCT) total compensation:
Executive Compensation Tables
PEO SCT Total to CAP Reconciliation:
| | | | | (a) | | | (b) | | | (c ) | | | (d) | | | (e) | | | (f) (ii) | | | (g) | | | (h) = (a) – (b) – (c ) +
(d) + (e ) + (f) + (g) | |
| | Year | | | SCT Total
($) | | | Grant Date
Fair Value
of Equity
Granted
($) | | | Change in
Pension
Value
($) | | | Fair Value of
Current Year
Equity Awards
at 12/31
($)(i) | | | Change in Value
of Prior Years’
Awards Unvested
at 12/31
($)(i) | | | Change in Value
of Prior Years’
Award That
Vested in the FY
($)(i)(ii) | | | Pension
Service
Cost
($)(i) | | | CAP
($) | |
| | 2023 | | | | | 8,912,856 | | | | | | 5,249,972 | | | | | | 827,825 | | | | | | 7,474,519 | | | | | | 7,412,176 | | | | | | 4,344,971 | | | | | | 398,784 | | | | | | 22,465,509 | | |
| | 2022 | | | | | 7,912,415 | | | | | | 5,000,017 | | | | | | — | | | | | | 6,315,713 | | | | | | 679,593 | | | | | | 1,220,596 | | | | | | 293,371 | | | | | | 11,421,671 | | |
| | 2021 | | | | | 10,651,343 | | | | | | 6,999,739 | | | | | | 717,005 | | | | | | 11,714,793 | | | | | | 4,084,609 | | | | | | (535,993) | | | | | | 363,224 | | | | | | 18,561,232 | | |
| | 2020 | | | | | 6,322,870 | | | | | | 4,500,018 | | | | | | 535,164 | | | | | | 4,016,602 | | | | | | (403,930) | | | | | | (1,386,014) | | | | | | 313,612 | | | | | | 3,827,958 | | |
Average Non-PEO Named Executive Officers SCT Total to CAP Reconciliation:
| | | | | (a) | | | (b) | | | (c ) | | | (d) | | | (e ) | | | (f) (ii) | | | (g) | | | (h) = (a) – (b) – (c ) +
(d) + (e ) + (f) + (g) | |
| | Year | | | SCT Total
($) | | | Grant Date
Fair Value
of Equity
Granted
($) | | | Change in
Pension
Value
($) | | | Fair Value of
Current Year
Equity Awards
at 12/31
($)(i) | | | Change in Value
of Prior Years’
Awards Unvested
at 12/31
($)(i) | | | Change in Value
of Prior Years’
Award That
Vested in the FY
($)(i)(ii) | | | Pension
Service
Cost
($)(i) | | | CAP
($) | |
| | 2023 | | | | | 2,224,486 | | | | | | 1,049,974 | | | | | | — | | | | | | 1,494,877 | | | | | | 1,349,447 | | | | | | 895,786 | | | | | | — | | | | | | 4,914,622 | | |
| | 2022 | | | | | 2,060,895 | | | | | | 925,011 | | | | | | — | | | | | | 1,168,415 | | | | | | 119,532 | | | | | | 209,360 | | | | | | — | | | | | | 2,633,191 | | |
| | 2021 | | | | | 2,350,052 | | | | | | 1,249,938 | | | | | | — | | | | | | 2,087,414 | | | | | | 793,865 | | | | | | 55,161 | | | | | | — | | | | | | 4,036,554 | | |
| | 2020 | | | | | 1,407,410 | | | | | | 837,508 | | | | | | — | | | | | | 747,538 | | | | | | (91,638) | | | | | | (192,232) | | | | | | — | | | | | | 1,033,570 | | |
(i)
Reflects the fair value of equity calculated in accordance with the SEC methodology for determining CAP for each year shown, and the service cost for our PEO as defined in FASB ASC Topic 715. The valuation assumptions used to calculate the fair values did not differ materially from those disclosed at the time of grant. The Change in Value of Prior Years’ Awards Unvested at 12/31 for 2022 has changed from last year’s proxy disclosure by less than $4,000 due to the inclusion of an inadvertently omitted equity award.
(ii)
Includes the value of accrued Dividend Equivalent Units that were paid in cash at the time of vesting.
(3)
The non-PEO Named Executive Officers reflected in columns (d) and (e) represent the following individuals for 2023 and 2022: Ms. Zawoyski, Mr. Ruzynski, Mr. Lammers and Mr. Padmanabhan, and for 2021 and 2020: Ms. Zawoyski, Mr. Ruzynski, Mr. Lammers, and Ms. Heath.
(4)
The total in column (i) reflects the actual results for adjusted revenue as reflected under “Annual Incentives” beginning on page 40. Adjustments to revenue for factors specified in MIP for 2023 included foreign exchange impact ($9 million) and revenue contributed from acquisitions ($253 million). Please see Appendix A for reconciliation of GAAP to non-GAAP financial measures included in this section.
2024 Proxy Statement since61
Executive Compensation Tables
Pay versus Performance Supplemental Disclosure
Our executive compensation programs reflect the belief that the amount earned by our executives depends on achieving rigorous company objectives designed to enhance shareholder value. In keeping with its philosophy that executive compensation must be tied to building and sustaining value through ordinary share performance over time, the Compensation and Human Capital Committee places a significant emphasis on long-term incentive compensation in the form of equity incentives, which are sensitive to changes in stock price. The following charts supplement the Pay versus Performance table disclosed above, and illustrates the strong correlation between pay and the performance we first became publicly traded during 2018. We expectare delivering to include our first pay ratio disclosure inshareholders. Additional information about our proxy statementannual and long-term incentive programs begins on page 40.
1. Compensation Actually Paid (“CAP”) versus TSR for our 2020 Annual General Meeting of Shareholders.Company and Peer Group
| | | | | From 2020 to 2023, we delivered strong TSR performance relative to the TSR of the S&P 400 Industrials. Our 4-year cumulative TSR is 46% above the S&P 400 industrials index at the end of the 4-year period. The PEO’s and other NEOs’ CAP amounts are aligned with our TSR. This is due primarily to our use of equity incentives, which are tied directly to stock price in addition to the company’s financial performance. Additional information about our annual and long-term incentive programs begins on page 40. | |
2. CAP versus Net Income
| | | | | As illustrated in the chart, our net income significantly increased between 2020-2023. While the Company does not use net income to determine compensation levels or incentive plan payouts, it is a contributor to Adjusted EPS which is a key metric in our annual incentive program. Additional information about our annual and long-term incentive programs begins on page 40. | |
3. CAP versus Company-Selected Measure (“CSM”): Adjusted Revenue
| | | | | Our Adjusted Revenue* was up 51% from 2020. Adjusted Revenue is a key metric in our annual incentive program which comprised 17% of the 2023 target total direct compensation for our PEO, and 22% on average for Non-PEO NEOs. Additional details on our annual incentive program can be found beginning on page 40. *
Please see Appendix A for reconciliation of GAAP to non-GAAP financial measures included in this section. | |
Executive Compensation Tables
Pay versus Performance Most Important Measures to Determine 2023 Compensation Actually Paid
The four items listed below represent the most important metrics we used to determine CAP for 2023 as further described above under the sections titled “Annual Incentives” and “Long-Term Incentives.”
| | Most Important Performance
Measures | |
| | Adjusted Revenue | |
| | Adjusted Earnings Per Share | |
| | Free Cash Flow | |
| | Relative Total Shareholder Return | |
Risk Considerations in Compensation Decisions The Compensation and Human Capital Committee believes that paying for performance is an important part of its compensation philosophy, but recognizes the risk that incentivizing specific measures of performance may pose to the performance of our company as a whole if personnel were to act in ways designed primarily to maximize their compensation. Therefore, the Committee conducts an annual assessment of potential risks arising from its compensation programs and policies applicable to all employees. In its December 20182023 assessment, the Committee notedconsidered the following, considerations, among others:● | the oversight of the Committee and management, including the ability to recapture compensation earned due to financial misstatements or misconduct under our clawback policy |
● | the balance of our fixed and variable pay, cash and equity, short- and long-term incentives, and corporate, segment and individual performance goals |
��� | the balance in our compensation programs between the achievement of short-term objectives and longer-term value creation |
● | our use of multiple performance measures under our incentive compensation programs, and performance curves that require achievement of a minimum level of performance before receiving any incentive payout |
● | capped payouts under our incentive programs |
● | our stock ownership guidelines promote the alignment of officer and shareholder interest and encourage behaviors that have a positive influence on stock price appreciation and total shareholder return |
•
the oversight of the Committee and management, including the ability to recapture compensation earned due to qualifying accounting restatements under our compensation recovery policy
•
the balance of our fixed and variable pay, cash and equity, short- and long-term incentives, and corporate, segment and individual performance goals
•
the balance in our compensation programs between the achievement of short-term objectives and longer-term value creation
•
our use of multiple performance measures under our incentive compensation programs, and performance curves that require achievement of a minimum level of performance before receiving any incentive payout
•
capped payouts under our incentive programs
•
our stock ownership guidelines promote the alignment of officer and shareholder interest and encourage behaviors that have a positive influence on stock price appreciation and total shareholder return
Based on its assessment, the Committee concluded that the risks arising from our compensation programs and policies are not reasonably likely to have a material adverse effect on our company. The Committee will continue to assess our compensation programs to align employee interests with those of long-term shareholder interests.2019 Proxy Statement 53
Table of Contents
|
Proposal
3
| Recommend, by Non-Binding Advisory Vote, the Frequency of Advisory Votes on the Compensation of Named Executive Officers
|
|
| | | The Board recommends a vote ofONE YEAR on frequency of future advisory votes on compensation of Named Executive Officers | | |
Section 14A of the Securities Exchange Act of 1934 requires that, every six years, we provide shareholders with a vote on how frequently we will submit the non-binding advisory vote on compensation of our Named Executive Officers (the “say on pay” vote) to our shareholders in the future.
Our Board recommends that shareholders approve holding a say on pay vote every year (an annual vote) because we believe that an annual vote will promote best governance practices and facilitate our Compensation Committee’s and our senior management’s consideration of the views of our shareholders in structuring our compensation programs for our Named Executive Officers. We believe that an annual vote will provide our Compensation Committee and our senior management with more direct input on, and reactions to, our current compensation practices, and better allow our Compensation Committee and our senior management to measure how they have responded to the prior year’s vote.
For the reasons discussed above, our Board recommends that shareholders vote in favor of holding an advisory say on pay vote on executive compensation at our annual meeting of shareholders every year. In voting on this non-binding advisory vote on the frequency of the say on pay vote, shareholders should be aware that they are not voting “for” or “against” the Board’s recommendation to vote for a frequency of every year. Rather, shareholders will be casting votes to recommend a say on pay vote frequency which may be every one, two or three years.
Additionally, although the outcome of this advisory vote on the frequency of future say on pay votes is non-binding, our Board will review and consider the outcome of this vote when making determinations as to when the say on pay vote will again be submitted to shareholders for approval at an annual meeting of shareholders.
The text of the resolution in respect of Proposal 3 is as follows:
“IT IS RESOLVED, that, on a non-binding, advisory basis, the shareholders recommend, whether a vote to approve the compensation of the Company’s Named Executive Officers should occur every one, two or three years.”
Vote Requirement
The option, if any, for the frequency of future advisory votes on the compensation of the Named Executive Officers that receives the affirmative vote of a majority of the votes cast in person or by proxy at the Annual General Meeting will be the frequency approved by the shareholders. If less than a majority of the votes are cast for any frequency, then the shareholders will be deemed to have approved the frequency receiving the greatest number of votes.
|
| Each of the Board and the Compensation and Human Capital Committee recommends a vote ofONE YEARon FORthe frequencyapproval of advisory votes on the compensation of the Named Executive Officers. | |
54 nVent Electric plc
|
Proposal
4
| Proposal 3
| | | Ratify, by Non-Binding Advisory Vote, the Appointment of Deloitte & Touche LLP as the Independent Auditor of nVent Electric plc and to Authorize, by Binding Vote, the Audit and Finance Committee of the Board of Directors to setSet the Auditor’s Remuneration |
|
| | | | | | | | The Board recommends a voteFOR the ratification of the appointment of Deloitte & Touche LLP as the independent auditor of nVent Electric plc and the authorization of the Audit and Finance Committee to set the auditor’s remuneration | | |
The Audit and Finance Committee has selected and appointed Deloitte & Touche LLP (“D&T”Deloitte”) to audit our financial statements for the fiscal year ending December 31, 2019. 2024. Deloitte has been engaged to serve as our independent auditor continuously since we became a public company in 2018. We believe that Deloitte’s knowledge of our company, industry expertise and global presence have enabled Deloitte to perform audits of our consolidated financial statements with effectiveness and efficiency. In selecting Deloitte to serve for the fiscal year ending December 31, 2024, our Audit and Finance Committee also considered the professional qualifications and experience of key members of Deloitte’s engagement team and Deloitte’s performance during its engagement for the fiscal year ended December 31, 2023, including the quality and efficiency of the services provided by Deloitte.
The Board, upon the recommendation of the Audit and Finance Committee, is asking our shareholders to ratify, by non-binding advisory vote, the appointment and to authorize, by binding vote, the Audit and Finance Committee of the Board of Directors to set the independent auditor’s remuneration. Although approval is not required by our Articles of Association or otherwise, the Board is submitting the appointment of D&TDeloitte to our shareholders because we value our shareholders’ views on our independent auditor. If the appointment of D&TDeloitte is not ratified by shareholders, it will be considered as notice to the Board and the Audit and Finance Committee to consider the selection of a different firm. Even if the appointment is ratified, the Audit and Finance Committee in its discretion may select a different independent auditor at any time during the year if it determines that such a change would be in the best interests of our Companycompany and our shareholders. The Audit and Finance Committee is directly responsible for the appointment, compensation, retention and oversight of the independent auditor retained to audit our financial statements. The Audit and Finance Committee is also responsible for the audit fee negotiations associated with our retention of D&T.Deloitte.
Under current legal requirements, the lead or concurring audit partner for our company may not serve in that role for more than five consecutive fiscal years, and the Audit and Finance Committee ensures the regular rotation of the audit engagement team partners in accordance with those requirements. The Chair of the Audit and Finance Committee is actively involved in the selection process for the lead and concurring partners.
We expect that one or more representatives of D&TDeloitte will be present or available by audio link at the Annual General Meeting. Each of these representatives will have the opportunity to make a statement, if he or she desires, and is expected to be available to respond to any questions. The resolution in respect of this Proposal 43 is an ordinary resolution. The text of the resolution in respect of Proposal 43 is as follows:
“IT IS RESOLVED,to ratify, on a non-binding, advisory basis, the appointment of Deloitte & Touche LLP as the independent auditor of nVent Electric plc and to authorize, in a binding vote, the Audit and Finance Committee of the Board of Directors to set the auditor’s remuneration.”
Ratification, by non-binding advisory vote, of the appointment of Deloitte & Touche LLP as the independent auditor of nVent Electric plc and the authorization, by binding vote, of the Audit and Finance Committee of the Board of Directors to set the auditor’s remuneration requires the affirmative vote of a majority of the votes cast in person or by proxy at the Annual General Meeting.
|
| | | | Each of the Board and the Audit and Finance Committee recommends a voteFORthe ratification of the appointment of Deloitte & Touche LLP as the independent auditor of nVent Electric plc and the authorization of the Audit and Finance Committee to set the auditor’s remuneration. | |
2019 Proxy Statement 55
Audit and Finance Committee Pre-approval Policy The Audit and Finance Committee reviews and approves the external auditor’s engagement and audit plan, including fees, scope, staffing and timing of work. In addition, the Audit and Finance Committee Charter limits the types of non-audit services that may be provided by the independent auditors.auditors to help ensure the independent auditor’s continued independence. Any permitted non-audit services to be performed by the independent auditors must be pre-approved by the Audit and Finance Committee after the Committee is advised of the nature of the engagement and particular services to be provided. The Audit and Finance Committee pre-approved audit fees and all permitted non-audit services of the independent auditor in 2018.2023. Responsibility for this pre-approval may be delegated to one or more members of the Audit and Finance Committee; all such approvals, however, must be disclosed to the Audit and Finance Committee at its next regularly scheduled meeting. The Audit and Finance Committee may not delegate authority for pre-approvals to management.
The Audit and Finance Committee has considered whether the non-audit services provided by Deloitte are compatible with maintaining Deloitte’s independence and, based on information provided by Deloitte, has concluded that Deloitte is independent.
Fees Paid to the Independent Auditors We engaged
D&T,Deloitte, Deloitte AG, Deloitte & Touche (Ireland) and the member firms of Deloitte Touche Tohmatsu and their respective affiliates (collectively, the “Deloitte Entities”) to provide various audit, audit-related, tax and other permitted non-audit services to us,
following the Separation, during fiscal
year 2018. Prior to the Separation, Pentair plc paid any audit, audit-related, tax, or other fees related to our business.years 2023 and 2022. The Audit and Finance Committee approved all fees paid to the Deloitte Entities and underlying services provided by the Deloitte
Entities following the Separation.Entities. Their fees for these services were as follows (in thousands):
| | 2018 | | 2017 |
| Audit fees(1) | | $4,775 | | — |
| Audit-related fees(2) | | 50 | | — |
| Tax fees(3) | | | | |
| Tax compliance and return preparation | | 254 | | — |
| Tax planning and advice | | 378 | | — |
| Total tax fees | | 632 | | — |
| Total | | $5,457 | | — |
(1) | Consists of fees for audits of our consolidated annual financial statements and the effectiveness of internal controls over financial reporting, reviews of our quarterly financial statements, statutory audits, reviews of SEC filings, consents for registration statements and comfort letters in connection with securities offerings. |
(2) | Consists of fees for certain other attest services. |
(3) | Consists of fees for tax compliance and return preparation and tax planning and advice. |
56 nVent Electric plc
| | | | | 2023 | | | 2022 | |
| | Audit fees(1) | | | | $ | 5,832 | | | | | $ | 4,905 | | |
| | Audit-related fees(2) | | | | | 1,904 | | | | | | 2,395 | | |
| | Tax fees(3) | | | | | | | | | | | | | |
| | Tax compliance and return preparation | | | | | 733 | | | | | | 775 | | |
| | Tax planning and advice | | | | | 1,601 | | | | | | 850 | | |
| | Total tax fees | | | | | 2,334 | | | | | | 1,625 | | |
| | All other fees | | | | | 0 | | | | | | 0 | | |
| | Total | | | | $ | 10,070 | | | | | $ | 8,925 | | |
(1)
Consists of fees for audits of our consolidated annual financial statements and the effectiveness of internal controls over financial reporting, reviews of our quarterly financial statements, statutory audits, reviews of SEC filings, consents for registration statements and comfort letters in connection with securities offerings.
(2)
Consists of fees for certain other attest services.
(3)
Consists of fees for tax compliance and return preparation and tax planning and advice.
All of the services described above were approved by the Audit and Finance Committee pursuant to policies and procedures that were established to comply with the SEC rules that require audit committee pre-approval of audit and non-audit services. On an ongoing basis, management communicates specific projects and categories of services for which prior approval of the Audit and Finance Committee is required. The Audit and Finance Committee reviews these requests and informs management and the independent auditor if the Audit and Finance Committee pre-approves the engagement of the independent auditor for such projects and services.
Audit and Finance Committee Report The role of the Audit and Finance Committee (the “Committee”) is to assist our Board in fulfilling its oversight responsibilities as they relate to:● | The integrity of our financial statements and internal control over financial reporting; |
● | Our compliance with ethics policies, and legal and regulatory requirements; and |
● | Our independent auditor’s qualifications and independence. |
•
The integrity of our financial statements and internal control over financial reporting;
•
Our compliance with ethics policies, and legal and regulatory requirements; and
•
Our independent auditor’s qualifications and independence.
The Committee also has responsibility for:● | Preparing this report, which is required to be included in this proxy statement; |
● | Selecting, retaining, compensating, overseeing and evaluating our independent auditors; |
● | Providing assistance to our Board in its oversight of our guidelines and policies with respect to enterprise risk management; and |
● | Overseeing the performance of our internal audit function. |
•
Preparing this report, which is required to be included in this proxy statement;
•
Selecting, retaining, compensating, overseeing and evaluating our independent auditors;
•
Providing assistance to our Board in its oversight of our guidelines and policies with respect to enterprise risk management and the reliability and security of the information technology and cyber security systems we own or use in our business; and
•
Overseeing the performance of our internal audit function.
The Committee fulfills its responsibilities through periodic meetings with Deloitte & Touche LLP (“Deloitte”), our independent registered public accounting firm, and with our internal auditors and management. During 2023, the Committee met nine times. The Committee meets at least four times per year in executive session. The Committee also has periodic educational sessions on financial accounting and reporting matters.
Each member of the Committee is independent as defined under our independence criteria, NYSENew York Stock Exchange listing standards and Securities and Exchange Commission (“SEC”) rules. The Committee operates under a written charter that has been adopted by our Board and is reviewed by the Committee on a periodic basis. The Committee’s current charter is available on our website.The Committee fulfills its responsibilities through periodic meetings with Deloitte & Touche LLP (“Deloitte”), our independent registered public accounting firm, and with our internal auditors and management. During 2018, the Committee met five times. The Committee meets at least four time per year in executive session. The Committee also has periodic educational sessions on financial accounting and reporting matters.
The Committee reviewed with both Deloitte and our internal auditors, and approved, their respective audit plans, audit scope, compensation and identification of audit risks. Further, the Committee reviewed and discussed with our management and Deloitte our audited financial statements and management’s and Deloitte’s evaluations of our internal control over financial reporting, as reported in our 20182023 Annual Report on Form 10-K, as well as our Irish statutory financial statements for the 20182023 fiscal year. The Committee discussed our interim financial information contained in each quarterly earnings announcement and each Quarterly Report on Form 10-Q with our management, including our Chief Financial Officer and Chief Accounting Officer, and Deloitte, prior to public release. The Committee also met with Deloitte to discuss the results of its reviews of our interim financial statements. Management has the responsibility for the preparation and integrity of our financial statements and internal control over financial reporting and Deloitte has the responsibility for the review or examinationsexamination thereof. The Committee discussed and reviewed with Deloitte all matters required to be discussed by auditing standards generally accepted in the United Statesapplicable requirements of America, including those described in the Public Company Accounting Oversight Board Auditing Standard No. 1301, “Communications with Audit Committees,” and Rule 2-07 of SEC Regulation S-X.the SEC. The Committee received the written disclosures and the letter from Deloitte as required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent registered public accounting firm’s communications with the Committee concerning independence, and reaffirmed with Deloitte its independence.The In addition, the Committee also considersis responsible for approval of the policyproposed audit fees and annually evaluates the reputation, qualifications and performance of Deloitte followsand its lead audit partner. Further, in conjunction with respect tothe mandated rotation of the independent auditor’s lead engagementaudit partner, at least every five years. Deloitte presents a short list of candidates to management. Management meetsthe Committee is directly involved with management in the candidatesinterview process and then selects a candidate to meet with the Committee. The Committee meets with the candidate to affirm the selection.
new lead partner.
Based on the above-mentioned reviews and discussions with management, internal audit and Deloitte, the Committee recommended to our Board of Directors that our audited financial statements and management’s report on internal control over financial reporting be included in our 20182023 Annual Report on Form 10-K, for filing with the SEC. The Board has approved these inclusions.Based on the reviews and evaluations described above,In addition, the Committee has re-appointed Deloitte as our independent auditors for 2019.
2024.
THE AUDIT AND FINANCE COMMITTEERonald L. Merriman,Chair
Susan M. Cameron
William T. Monahan
Herbert K. Parker,
2019 Proxy Statement 57
Chair
Sherry A. Aaholm
Danita K. Ostling
Nicola Palmer
Greg Scheu
| | Proposal 4 | | | Authorize the Board of Directors to Allot and Issue New Shares under Irish Law | |
Proposal
5
| | | | | | | The Board recommends a vote FOR the authorization of the Board of Directors to allot new shares under Irish law | |
Under Irish law, directors of an Irish public limited company must have authority from its shareholders to allot and issue any shares, including shares that are part of our company’s authorized but unissued share capital. Because the Board’s current authority will expire on November 12, 2024 (i.e., prior to the date on which the 2025 Annual General Meeting will likely be held), we are seeking to renew the Board’s authority to allot our authorized share capital on the terms set out below. This authority is fundamental to our business and enables us to issue shares, including, if applicable, in connection with funding acquisitions and raising capital.
We are presenting this Proposal 4 to renew the Board’s authority to issue up to a maximum of 20% of the company’s issued ordinary share capital as at March 20, 2024 (the latest practicable date before this Proxy Statement). This authority will be limited to a period expiring 18 months from the passing of this resolution, unless otherwise varied, revoked or renewed.
Granting the Board this authority is a routine matter for public limited companies incorporated in Ireland and is consistent with Irish market practice. This authority is fundamental to our business and enables us to issue shares, including, if applicable, in connection with financing acquisitions and raising capital. We are not asking you to approve an increase in our authorized share capital or to approve a specific issuance of shares. Instead, approval of this proposal will only grant the Board of Directors the authority to allot shares upon the terms below. In addition, we note that, because we are an NYSE-listed company, our shareholders continue to benefit from the protections afforded to them under the rules and regulations of the NYSE and SEC, including those rules that limit our ability to issue shares in specified circumstances. Furthermore, we note that this authorization is required as a matter of Irish law only and is not otherwise required for other U.S. companies listed on the NYSE. Accordingly, approval of this resolution would merely place us on par with NYSE-listed companies incorporated in the United States.
As required under Irish law, the resolution in respect of this Proposal 4 is an ordinary resolution. The text of the resolution in respect of Proposal 4 is as follows:
“IT IS RESOLVED, that, the Board of Directors be and is generally and unconditionally authorized with effect from the passing of this resolution to exercise all powers of the Company to allot relevant securities (as defined in Section 1021 of the Companies Act 2014) in an amount up to an aggregate nominal amount of $331,909.66 (equivalent to 33,190,966 ordinary shares), being equivalent to approximately 20% of the aggregate nominal value of the issued ordinary share capital of the Company as of March 20, 2024 (the latest practicable date before this Proxy Statement), and the authority conferred by this resolution shall expire eighteen months from the passing of this resolution, unless previously renewed, varied or revoked; provided that the Company may make an offer or agreement before the expiry of this authority, which would or might require any such securities to be allotted after this authority has expired, and in that case, the Directors may allot relevant securities in pursuance of any such offer or agreement as if the authority conferred hereby had not expired.”
Vote Requirement
Authorization of the Board of Directors to allot new shares under Irish law requires the affirmative vote of a majority of the votes cast in person or by proxy at the Annual General Meeting.
| | | | | The Board recommends a vote FOR the authorization of the Board of Directors to allot new shares under Irish law. | |
| | Proposal 5 | | | Authorize the Board of Directors to Opt Out of Statutory Preemption Rights under Irish Law | |
| | | | | | | | The Board recommends a vote FOR authorization of the Board of Directors to opt out of statutory preemption rights under Irish law | |
Under Irish law, unless otherwise authorized, certain statutory preemption rights apply automatically in favor of shareholders where shares are to be issued for cash. Under these statutory preemption rights, shares issued for cash must first be offered on the same or more favorable terms to existing shareholders of our company on a pro rata basis before the shares can be issued. Because the Board’s current authority to opt out of these statutory preemption rights will expire on November 12, 2024 (i.e., prior to the date on which the 2025 Annual General Meeting will likely be held), we are seeking to renew the Board’s authority to opt out of the statutory preemption rights on the terms set out below. The statutory preemption rights do not apply where shares are issued for non-cash consideration (such as in a stock-for-stock acquisition) and do not apply to the issue of non-equity shares (that is, shares that have the right to participate only up to a specified amount in any income or capital distribution) or where shares are issued pursuant to an employee option or similar equity plan.
We are presenting this Proposal 5 to renew the Board’s authority to opt-out of the statutory preemption rights provision in the event of the issuance of shares for cash. This opt-out will be limited to 20% of the company’s issued ordinary share capital as at March 20, 2024 (the latest practicable date before this Proxy Statement). This authority will be limited to a period expiring 18 months from the passing of this resolution, unless otherwise varied, renewed or revoked.
Granting the Board this authority is a routine matter for public limited companies incorporated in Ireland and is consistent with Irish customary practice. Similar to the authorization sought for Proposal 4, this authority is fundamental to our business and, if applicable, will facilitate our ability to fund acquisitions and otherwise raise capital. We are not asking you to approve an increase in our authorized share capital. Instead, approval of this proposal will only grant the Board the authority to issue shares upon the terms below. Without this authorization, in each case where we issue shares for cash, we would first have to offer those shares on the same or more favorable terms to all of our existing shareholders. This requirement could cause delays in the completion of acquisitions and capital raising for our business. Furthermore, we note that this authorization is required as a matter of Irish law and is not otherwise required for U.S. companies listed on the NYSE. In addition, under Irish law, the Board will only be authorized to opt out of preemption rights if it is authorized to issue shares, which authority is being sought in Proposal 4. Accordingly, approval of this resolution would merely place us on par with NYSE-listed companies incorporated in the United States.
As required under Irish law, the resolution in respect of this Proposal 5 is a special resolution. The text of the resolution with respect to Proposal 5 is as follows:
“IT IS RESOLVED, as a special resolution, that, subject to the passing of the resolution in respect of Proposal 4 as set out above and with effect from the passing of this resolution, the directors be and are hereby empowered pursuant to Section 1023 of the Companies Act 2014 to allot equity securities (as defined in Section 1023 of that Act) for cash, pursuant to the authority conferred by Proposal 4 as if sub-section (1) of Section 1022 of that Act did not apply to any such allotment, provided that this power shall be limited to the allotment of equity securities up to an aggregate nominal value of $331,909.66 (equivalent to 33,190,966 ordinary shares) (being equivalent to approximately 20% of the aggregate nominal value of the issued ordinary share capital of the Company as of March 20, 2024 (the latest practicable date before this Proxy Statement)), and the authority conferred by this resolution shall expire 18 months from the passing of this resolution, unless previously renewed, varied or revoked; provided that the Company may make an offer or agreement before the expiry of this authority, which would or might require any such securities to be allotted after this authority has expired, and in that case, the Board may allot equity securities in pursuance of any such offer or agreement as if the authority conferred hereby had not expired.”
Vote Requirement
Authorization of the Board of Directors to opt out of statutory preemption rights under Irish law requires the affirmative vote of not less than 75% of the votes cast in person or by proxy at the Annual General Meeting.
| | | | | The Board recommends a vote FOR the authorization of the Board of Directors to opt out of statutory preemption rights under Irish law. | |
| | Proposal 6 | | | Authorize the Price Range at which nVent Electric plc canCan Re-allot Shares it Holds as Treasury Shares Underunder Irish Law
| |
| | | | | | | | The Board recommends a voteFORthe authorization of the price range at which nVent Electric plc can re-allot shares it holds as treasury shares under Irish law | |
Our historical open-market share repurchases (redemptions) and other share buyback activities, all effected by way of redemption in accordance with our Articles of Association, may result in ordinary shares being acquired and held by us as treasury shares.shares or cancelled. We may re-allot treasury shares that we acquire through our various share buyback activities in connection with our employee compensation programs. Under Irish law, our shareholders must authorize the price range at which we may re-allot any shares held in treasury. In this proposal, that price range is expressed as a minimum and maximum percentage of the prevailing market price (as defined below). Under Irish law, this authorization will expire after eighteen months unless renewed. Accordingly, we expect to propose renewal of this authorization at subsequent Annual General Meetings. The authority being sought from shareholders provides that the minimum and maximum prices at which an ordinary share held in treasury may be re-allotted are 95% (or nominal value where the re-allotment of treasury shares is required to satisfy an obligation under any employee or director share or option plan or any share incentive plan operated by nVent Electric plc) and 120%, respectively, of the average closing price per ordinary share, as reported on the New York Stock Exchange, for the 30 trading days immediately preceding the proposed date of re-allotment. Any re-allotment of treasury shares will be at price levels that the Board considers in the best interests of our shareholders. The resolution in respect of this Proposal 56 is a special resolution. The text of the resolution in respect of Proposal 56 is as follows: “IT IS RESOLVED,, as a special resolution, that for the purposes of section 1078 of the Companies Act 2014, the re-allotment price range at which any treasury shares (as defined by section 106 of the Companies Act 2014) for the time being held by nVent Electric plc may be re-allotted off-market shall be as follows:1. | the maximum price at which a treasury share may be re-allotted off-market shall be an amount equal to 120% of the ‘market price.’ |
2. | the minimum price at which a treasury share may be re-allotted off-market shall be the nominal value of the share where such a share is required to satisfy an obligation under any employee or director share or option plan operated by nVent Electric plc or, in all other cases, not less than 95% of the ‘market price.’ |
3. | for the purposes of this resolution, the ‘market price’ shall mean the average closing price per ordinary share of nVent Electric plc, as reported on the New York Stock Exchange, for the 30 trading days immediately preceding the day on which the relevant share is re-allotted. |
1.
the maximum price at which a treasury share may be re-allotted off-market shall be an amount equal to 120% of the ‘market price.’
2.
the minimum price at which a treasury share may be re-allotted off-market shall be the nominal value of the share where such a share is required to satisfy an obligation under any employee or director share or option plan or any share incentive plan operated by nVent Electric plc or, in all other cases, not less than 95% of the ‘market price.’
3.
for the purposes of this resolution, the ‘market price’ shall mean the average closing price per ordinary share of nVent Electric plc, as reported on the New York Stock Exchange, for the 30 trading days immediately preceding the day on which the relevant share is re-allotted.
FURTHER RESOLVED,, that this authority to re-allot treasury shares shall expire on the date 18 months from the date of the passing of this resolution unless previously varied, revoked or renewed in accordance with the provisions of sections 109 and/or 1078 (as applicable) of the Companies Act 2014 (and/or any corresponding provision of any amended or replacement legislation) and is without prejudice or limitation to any other authority of the Company to re-allot treasury shares on-market.”
Authorization of the price range at which nVent Electric plc can re-allot shares it holds as treasury shares under Irish law requires the affirmative vote of not less than 75% of the votes cast in person or by proxy at the Annual General Meeting.
|
| | | | The Board recommends a voteFORthe authorization of the price range at which nVent Electric plc can re-allot shares it holds as treasury shares under Irish law. | |
58 nVent Electric plc
The following table contains information concerning the beneficial ownership of our ordinary shares as of March 15, 2019,20, 2024, by each director and nominee to become a director, by each executive officer listed in the Summary Compensation Table, and by all directors, director nominees and executive officers as a group. Based on filings with the SEC, the following table also contains information concerning each person we know who beneficially owned more than 5% of our ordinary shares as of December 31, 2018.| Name of Beneficial Owner | | Ordinary
Shares(1) | | Share
Units(2) | | Right to
Acquire within
60 days | | ESOP
Stock(3) | | Total | | % of
Class(4) |
| Brian M. Baldwin | | —(5) | | — | | 5,130 | | — | | 5,130 | | |
| Jerry W. Burris | | 24,443 | | — | | 42,047 | | — | | 66,490 | | |
| Susan M. Cameron | | 148 | | — | | 5,130 | | — | | 5,278 | | |
| Michael L. Ducker | | — | | — | | 5,130 | | — | | 5,130 | | |
| Lynnette R. Heath | | 1,276 | | — | | 7,435 | | — | | 8,711 | | |
| David H. Y. Ho | | 10,866 | | — | | 25,399 | | — | | 36,265 | | |
| Randall J. Hogan | | 634,887 | | — | | 1,712,724 | | 2,351 | | 2,349,962 | | 1.3% |
| Jon D. Lammers | | 1,264 | | — | | 9,913 | | — | | 11,177 | | |
| Stacy P. McMahan | | 2,477 | | — | | 14,457 | | — | | 16,934 | | |
| Ronald L. Merriman | | 20,488 | | 445 | | 42,047 | | — | | 62,980 | | |
| William T. Monahan | | 41,329 | | 13,450 | | 42,047 | | — | | 96,826 | | |
| Herbert K. Parker | | — | | — | | 5,130 | | — | | 5,130 | | |
| Thomas F. Pettit | | 17,410 | | — | | 16,585 | | 138 | | 34,133 | | |
| Beth A. Wozniak | | 20,027 | | — | | 96,133 | | 129 | | 116,289 | | |
| Directors, nominees and executive officers as a group (18) | | 794,432 | | 13 ,896 | | 2,109,669 | | 4,546 | | 2,922,543 | | 1.6% |
| Trian Fund Management, L.P.(6) | | 17,557,868 | | — | | 16,249 | | — | | 17,574,117 | | 9.9% |
| BlackRock, Inc.(7) | | 15,160,696 | | — | | — | | — | | 15,160,696 | | 8.5% |
| The Vanguard Group(8) | | 14,808,650 | | — | | — | | — | | 14,808,650 | | 8.3% |
| State Street Corporation(9) | | 13,189,158 | | — | | — | | — | | 13,189,158 | | 7.4% |
(1) | Unless otherwise noted, all shares are held either directly or indirectly by individuals possessing sole voting and investment power with respect to such shares. Beneficial ownership of an immaterial number of shares held by spouses or trusts has been disclaimed in some instances. |
(2) | 2023.| | Name of Beneficial Owner | | | Ordinary
Shares(1) | | | Share
Units(2) | | | Right to
Acquire within
60 days | | | ESOP
Stock(3) | | | Total | | | % of
Class(4) | | | | Sherry A. Aaholm | | | | | — | | | | | | — | | | | | | 3,515 | | | | | | — | | | | | | 3,515 | | | | | | — | | | | | Jerry W. Burris | | | | | 43,072 | | | | | | — | | | | | | 15,317 | | | | | | — | | | | | | 58,389 | | | | | | — | | | | | Susan M. Cameron | | | | | 18,405 | | | | | | — | | | | | | 3,515 | | | | | | — | | | | | | 21,920 | | | | | | — | | | | | Michael L. Ducker | | | | | 24,629 | | | | | | — | | | | | | 3,515 | | | | | | — | | | | | | 28,144 | | | | | | — | | | | | Randall J. Hogan | | | | | 628,703 | | | | | | — | | | | | | 512,698 | | | | | | — | | | | | | 1,141,401 | | | | | | — | | | | | Jon D. Lammers | | | | | 58,121 | | | | | | — | | | | | | 172,257 | | | | | | — | | | | | | 203,378 | | | | | | — | | | | | Danita K. Ostling | | | | | 2,537 | | | | | | — | | | | | | 3,515 | | | | | | — | | | | | | 6,052 | | | | | | — | | | | | Aravind Padmanabhan | | | | | 2,079 | | | | | | 69,530 | | | | | | 65,673 | | | | | | — | | | | | | 137,282 | | | | | | — | | | | | Nicola Palmer | | | | | 13,288 | | | | | | — | | | | | | 3,515 | | | | | | — | | | | | | 16,763 | | | | | | — | | | | | Herbert K. Parker | | | | | 24,990 | | | | | | — | | | | | | 3,515 | | | | | | — | | | | | | 28,505 | | | | | | — | | | | | Joseph A. Ruzynski | | | | | 53,002 | | | | | | 11,091 | | | | | | 149,092 | | | | | | 969 | | | | | | 214,154 | | | | | | — | | | | | Greg Scheu | | | | | 16,828 | | | | | | — | | | | | | 3,515 | | | | | | — | | | | | | 20,343 | | | | | | — | | | | | Beth A. Wozniak | | | | | 15,442 | | | | | | 436,570 | | | | | | 899,699 | | | | | | 144 | | | | | | 1,351,855 | | | | | | — | | | | | Sara E. Zawoyski | | | | | 69,255 | | | | | | 74,967 | | | | | | 191,560 | | | | | | 581 | | | | | | 336,363 | | | | | | — | | | | | Directors, nominees and executive officers as a group(19) | | | | | 1,104,138 | | | | | | 630,612 | | | | | | 2,462,831 | | | | | | 2,889 | | | | | | 4,200,470 | | | | | | 2.5% | | | | | The Vanguard Group(5) | | | | | 16,883,057 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 10.2% | | | | | BlackRock, Inc.(6) | | | | | 15,141,583 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 9.1% | | | | | FMR LLC(7) | | | | | 8,988,570 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 5.4% | | |
(1)
Unless otherwise noted, all shares are held either directly or indirectly by individuals possessing sole voting and investment power with respect to such shares. Beneficial ownership of an immaterial number of shares held by spouses or trusts has been disclaimed in some instances. (2)
Represents for non-employee directors deferred share units held under the nVent Electric plc Compensation Plan for Non-Employee Directors. No director has voting or investment power related to these share units. Represents for executive officers restricted stock units, receipt of which was deferred by the executive officer under the company’s Non-Qualified Deferred Compensation Plan and over which the executive officers have no voting or investment power. |
(3) | Represents ordinary shares owned as a participant in the nVent Management Company Retirement Savings and Investment Plan. As of March 15, 2019, Fidelity Management Trust Company (“Fidelity”), the Trustee of the nVent Management Company Retirement Savings and Investment Plan, held 694,838 ordinary shares (0.4%). Fidelity disclaims beneficial ownership of all shares. The nVent Management Company Retirement Savings and Investment Plan participants have the right to direct the Trustee to vote their shares, although participants have no investment power over such shares. The Trustee, except as otherwise required by law, votes the shares for which it has received no direction from participants, in the same proportion on each issue as it votes those shares for which it has received voting directions from participants. |
(4) | Less than 1% unless otherwise indicated. |
(5) | Mr. Baldwin is a Partner at Trian, which beneficially owns an additional 17,568,987 ordinary shares of nVent. Mr. Baldwin disclaims beneficial ownership of these additional ordinary shares held by Trian. |
(6) | Information derived from a Schedule 13D/A filed with the Securities and Exchange Commission on June 1, 2018 and information provided to us by Trian. The address of Trian is 280 Park Avenue, 41st Floor, New York, NY 10017. As of March 15, 2019, Trian had shared voting and dispositive power for 17,568,987 ordinary shares, including shares beneficially owned by Brian M. Baldwin. |
(7) | Information derived from a Schedule 13G filed with the Securities and Exchange Commission on February 8, 2019. The address of BlackRock, Inc. is 55 East 52nd Street, New York, NY 10055. As of December 31, 2018, BlackRock, Inc. had sole voting power for 14,382,405 ordinary shares and sole dispositive power for 15,160,696 ordinary shares. |
(8) | Information derived from a Schedule 13G filed with the Securities and Exchange Commission on February 11, 2019. The address of The Vanguard Group is 100 Vanguard Boulevard, Malvern, PA 19355. As of December 31, 2018, The Vanguard Group had sole voting power for 78,704 ordinary shares, shared voting power for 21,200 ordinary shares, sole dispositive power for 14,724,539 ordinary shares and shared dispositive power for 84,111 ordinary shares. |
(9) | Information derived from a Schedule 13G filed with the Securities and Exchange Commission on February 14, 2019. The address of State Street Corporation is State Street Financial Center, One Lincoln Street, Boston, MA 02111. As of December 31, 2018, State Street Corporation had shared voting power for 12,965,378 ordinary shares and shared dispositive power for 13,188,127 ordinary shares. |
2019 Proxy Statement 59
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Section 16(a) Beneficial Ownership Reporting Compliance
Our executive officers directorsrestricted stock units, receipt of which was deferred by the executive officer under our Non-Qualified Deferred Compensation Plan and 10% shareholders areover which the executive officers have no voting or investment power.
(3)
Represents ordinary shares owned as a participant in the nVent Management Company Retirement Savings and Investment Plan. As of March 20, 2024, Fidelity Management Trust Company (“Fidelity”), the Trustee of the nVent Management Company Retirement Savings and Investment Plan, held 396,222 ordinary shares (<1%). Fidelity disclaims beneficial ownership of all shares. The nVent Management Company Retirement Savings and Investment Plan participants have the right to direct the Trustee to vote their shares, although participants have no investment power over such shares. The Trustee, except as otherwise required underby law, votes the Securities Exchange Act of 1934 to file reports of ownership and changesshares for which it has received no direction from participants, in ownershipthe same proportion on each issue as it votes those shares for which it has received voting directions from participants.
(4)
Less than 1% unless otherwise indicated.
(5)
Information derived from a Schedule 13G/A filed with the Securities and Exchange Commission on February 13, 2024. The address of The Vanguard Group is 100 Vanguard Boulevard, Malvern, PA 19355. As of December 31, 2023, The Vanguard Group had shared voting power for 59,878 ordinary shares, sole dispositive power for 16,646,540 ordinary shares and furnish copiesshared dispositive power for 236,517 ordinary shares.
(6)
Information derived from a Schedule 13G/A filed with the Securities and Exchange Commission on February 9, 2024. The address of these reports to us.We have reviewed copiesBlackRock, Inc. is 55 Hudson Yards, New York, NY 10001. As of reports furnished to us, or written representations that no reports were required. Based solelyDecember 31, 2023, BlackRock, Inc. had sole voting power for 14,409,094 ordinary shares and sole dispositive power for 15,141,583 ordinary shares.
(7)
Information derived from a Schedule 13G filed with the Securities and Exchange Commission on
these reports, we believe that during 2018 our executive officersFebruary 9, 2024 by FMR LLC. The address of FMR LLC is 245 Summer Street, Boston, MA 02210. As of December 31, 2023, FMR LLC had sole voting power for 8,970,895 ordinary shares and
directors complied with all such filing requirements.sole dispositive power for 8,988,570 ordinary shares.
Questions and Answers about the Annual General Meeting and Voting
Why did I receive these proxy materials? We are providing these proxy materials to you because our Board of Directors is soliciting proxies for use at our Annual General Meeting of Shareholders to be held on May 10, 2019.17, 2024. We either (i) mailed you a Notice of Internet Availability of Proxy Materials on or before March 26, 2019April 2, 2024 notifying each shareholder entitled to vote at the Annual General Meeting how to vote and how to electronically access a copy of this Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 20182023 or (ii) mailed you a printed copy of such proxy materials and a proxy card in paper format. You received these proxy materials because you were a shareholder of record as of the close of business on March 15, 2019.20, 2024.
If you received a Notice of Internet Availability of Proxy Materials and would like to receive a printed copy of our proxy materials, including a proxy card in paper format on which you may submit your vote by mail, you should follow the instructions for requesting such proxy materials in the Notice of Internet Availability of Proxy Materials. This Proxy Statement, our Annual Report on Form 10-K for the fiscal year ended December 31, 20182023 and our Irish statutory financial statements and directors’ and auditors’ reports are available online atwww.proxyvote.com.
www.proxyvote.com. If you wish to appoint as your proxy any person other than the individuals specified in the proxy card, please contact the Corporate Secretary at our registered office.
A proxy is your legal designation of another person (the “proxy”) to vote on your behalf. By voting your proxy, you are giving the persons named on the proxy card the authority to vote your shares in the manner you indicate on your proxy card. You may vote your proxy by telephone or over the Internet as directed in the Notice of Internet Availability of Proxy Materials or, if you have requested or received a proxy card, by signing and dating the proxy card and submitting it by mail.
What is the difference between a shareholder of record and a beneficial owner? If your shares are registered directly in your name with Computershare Trust Company, N.A., our transfer agent, you are a “shareholder of record.” If your shares are held in a stock brokerage account or by a bank or other custodian or nominee, you are considered the beneficial owner of shares held in “street name.” As a beneficial owner, you have the right to direct your broker, bank or other custodian or nominee on how to vote your shares.
Who is entitled to vote at the Annual General Meeting and how many votes do I have? The Board has set the close of business on March 15, 201920, 2024 (Eastern Standard Time) as the record date for the Annual General Meeting. At the close of business on the record date, we had 177,611,382165,954,829 ordinary shares outstanding and entitled to vote. All shareholders of record at the close of business on the record date are entitled to vote on the matters set forth60 nVent Electric plc
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Questions and Answers about the Annual General Meeting and Voting
in this Proxy Statement and any other matter properly presented at the Annual General Meeting. Beneficial owners whose banks, brokers or other custodians or nominees are shareholders registered in our share register with respect to the beneficial owners’ shares at the close of business on the record date are entitled to vote on the matters set forth in this Proxy Statement and any other matter properly presented at the Annual General Meeting. Each ordinary share is entitled to one vote on each matter properly brought before the Annual General Meeting.
How do I vote if I am a shareholder of record? If you are a shareholder of record of ordinary shares, you can vote in the following ways:● | By Internet:You can vote over the Internet atwww.proxyvote.com. For more information, follow the instructions in the Notice of Internet Availability of Proxy Materials or on the proxy card. |
● | By Telephone:You can vote by telephone from the United States or Canada by calling the telephone number on the proxy card. |
● | By Mail:You can vote by mail by marking, signing and dating your proxy card or voting instruction form and returning it in the postage-paid envelope, the results of which will be forwarded to nVent Electric plc’s registered address electronically. For more information, follow the instructions in the Notice of Internet Availability of Proxy Materials or on the proxy card. |
● | At the Annual General Meeting:If you plan to attend the Annual General Meeting and wish to vote your ordinary shares in person, we will give you a ballot at the meeting. |
•
By Internet: You can vote over the Internet at www.proxyvote.com. For more information, follow the instructions in the Notice of Internet Availability of Proxy Materials or on the proxy card.
•
By Telephone: You can vote by telephone from the United States or Canada by calling the telephone number on the proxy card.
•
By Mail: You can vote by mail by marking, signing and dating your proxy card (in the form mailed to you or in the form set out in section 184 of the Irish Companies Act 2014) or voting instruction form and returning it in the postage-paid envelope, the results of which will be forwarded to nVent Electric plc’s registered address electronically. For more information, follow the instructions in the Notice of Internet Availability of Proxy Materials or on the proxy card.
•
At the Annual General Meeting: If you plan to attend the Annual General Meeting and wish to vote your ordinary shares in person, we will give you a ballot at the meeting.
Questions and Answers about the Annual General Meeting and Voting
How do I vote if I am a beneficial owner? If you are a beneficial owner of ordinary shares, you can vote in the following ways:● | General:You can vote by following the materials and instructions provided by your bank, broker or other custodian or nominee. |
● | At the Annual General Meeting:If you plan to attend the Annual General Meeting and wish to vote your ordinary shares in person, then you must obtain a legal proxy, executed in your favor, from the shareholder of record of your shares (i.e., your broker, bank or other custodian or nominee) and bring it to the Annual General Meeting. |
•
General: You can vote by following the materials and instructions provided by your bank, broker or other custodian or nominee.
•
At the Annual General Meeting: If you plan to attend the Annual General Meeting and wish to vote your ordinary shares in person, then you must obtain a legal proxy, executed in your favor, from the shareholder of record of your shares (i.e., your broker, bank or other custodian or nominee) and bring it to the Annual General Meeting.
What is the deadline to vote my shares if I do not vote in person at the Annual General Meeting? If you are a shareholder of record, you may vote by Internet or by telephone until 8:00 a.m. local time (3:00 a.m.11:59 p.m. Eastern Daylight Time)Time on May 8, 2019.15, 2024. If you are a shareholder of record and submit a proxy card, the proxy card must be received at the address stated on the proxy card by 8:00 a.m. local time (3:00 a.m.11:59 p.m. Eastern Daylight Time)Time on May 8, 2019.15, 2024. If you are a beneficial owner, please follow the voting instructions provided by your bank, broker or other custodian or nominee.
How do I attend the Annual General Meeting? All shareholders of record as of the close of business on the record date are invited to attend and vote at the Annual General Meeting. For admission to the Annual General Meeting, shareholders should bring a form of photo identification to the shareholders check-in area at the meeting, where their ownership will be verified. Those who beneficially own shares should also bring account statements or letters from their banks, brokers or other custodians or nominees confirming that they own our ordinary shares as of March 15, 201920, 2024 (see above for further information if you also intend to vote at the Annual General Meeting). Registration will begin at 7:00 a.m. (local time)British Summer Time and the Annual General Meeting will begin at 8:00 a.m. (local time)British Summer Time on May 10, 2019.17, 2024.
Shareholders in Ireland may participate in the Annual General Meeting by audio link at the offices of Arthur Cox,Ten Earlsfort Terrace, Dublin 2, Ireland at 8:00 a.m. (local time)Irish Standard Time and the requirements for admission to the Annual General Meeting, as set out above, apply.2019 Proxy Statement 61
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Questions and Answers about the Annual General Meeting and Voting
May I change or revoke my proxy?
If you are a shareholder of record and have already voted, you may change or revoke your proxy before it is exercised at the Annual General Meeting in the following ways:● | By voting by Internet or telephone at a date later than your previous vote but prior to the voting deadline (which is 8:00 a.m. local time or 3:00 a.m. Eastern Daylight Time on May 8, 2019); |
● | By mailing a proxy card that is properly signed and dated later than your previous vote and that is received by us prior to the voting deadline (which is 8:00 a.m. local time or 3:00 a.m. Eastern Daylight Time on May 8, 2019); or |
● | By attending the Annual General Meeting and voting in person, although attendance at the Annual General Meeting will not, by itself, revoke a proxy. |
•
By voting by Internet or telephone at a date later than your previous vote but prior to the voting deadline (which is 11:59 p.m. Eastern Daylight Time on May 15, 2024);
•
By mailing a proxy card (in the form mailed to you or in the form set out in section 184 of the Irish Companies Act 2014) that is properly signed and dated later than your previous vote and that is received by us prior to the voting deadline (which is 11:59 p.m. Eastern Daylight Time on May 15, 2024); or
•
By attending the Annual General Meeting and voting in person, although attendance at the Annual General Meeting will not, by itself, revoke a proxy.
If you are a beneficial owner, you must contact the record holder of your shares to revoke a previously authorized proxy or voting instructions.
What is the effect of broker non-votes and abstentions? A broker non-vote occurs when a broker holding shares for a beneficial owner does not vote on a particular agenda item because the broker does not have discretionary voting power for that particular item and has not received instructions from the beneficial owner. Although brokers have discretionary power to vote your shares with respect to “routine” matters, they do not have discretionary power to vote your shares on “non-routine” matters pursuant to New York Stock Exchange (“NYSE”) rules. If you do not provide voting instructions for proposals considered “non-routine” a “broker non-vote” occurs.
We believe that Proposals 1 2 and 32 will be considered “non-routine” under NYSE rules and therefore your broker will not be able to vote your shares with respect to these proposals unless the broker receives appropriate instructions from you. If a broker does not receive voting instructions from you regarding Proposals 1 2 and 3,2, the “broker non-vote” will have no effect on the vote on such agenda items. The “routine” proposals in this Proxy Statement are Proposals 3, 4, 5 and 5,6, for which your broker has discretionary voting authority under the NYSE rules to vote your shares, even if the broker does not receive voting instructions from you. Ordinary shares owned by shareholders electing to abstain from voting on any of the Proposals will have no effect on any of the Proposals.
Questions and Answers about the Annual General Meeting and Voting
How will my shares be voted if I do not specify how they should be voted? If you sign and submit a proxy to the company-designated proxy holders and do not provide specific voting instructions, you instruct the company-designated proxy holders to vote your shares in accordance with the recommendations of the Board. If your shares are held in the nVent Management Company Retirement Savings and Investment Plan or the nVent Management Company Non-Qualified Deferred Compensation Plan and you either (1) submit a proxy but do not provide specific voting instructions or (2) do not submit a proxy, then your shares will not be voted.
How will voting on any other business be conducted? Other than matters incidental to the conduct of the Annual General Meeting and those set forth in this Proxy Statement, we do not know of any business or proposals to be considered at the Annual General Meeting. If any other business is proposed and properly presented at the Annual General Meeting, you instruct the company-designated proxy holders, in the absence of other specific instructions or the appointment of other proxy holders, to vote your shares in accordance with the recommendations of the Board.62 nVent Electric plc
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Questions and Answers about the Annual General Meeting and Voting
What constitutes a quorum for the Annual General Meeting?
Our
Under our Articles of Association, provide that all resolutionsa quorum will be present if at least one or more shareholders holding not less than a majority of the issued and elections madeoutstanding shares entitled to vote at a shareholders’ meeting require the presence,are present in person or by proxy of a majority of all shares entitled to vote, with abstentionsat that meeting. Abstentions and broker non-votes will be regarded as present for purposes of establishing the quorum.
Who will count the votes? Representatives from The Carideo Group, Inc. will count the votes and serve as our Inspectors of Election.
Who will pay for the cost of this proxy solicitation? We will pay the costs of soliciting proxies sought by the Board. Proxies may be solicited on our behalf by our directors, officers or employees telephonically, electronically or by other means of communication. We have engaged Morrow Sodali LLC, 333 Ludlow Street, 5th Floor, South Tower, Stamford, CT 06902, to assist us in the solicitation of proxies at a cost to us of $10,000,$11,000, plus out-of-pocket expenses. We have requested that banks, brokers and other custodians and nominees who hold ordinary shares on behalf of beneficial owners forward soliciting materials to those beneficial owners. Upon request, we will reimburse banks, brokers and other custodians and nominees for reasonable expenses incurred by them in forwarding these soliciting materials to beneficial owners of our ordinary shares.
Why did I receive in the mail a Notice of Internet Availability of Proxy Materials instead of a paper copy of the proxy materials? As explained in more detail below, we are using the “notice and access” system adopted by the SEC relating to the delivery of our proxy materials over the Internet. As a result, we mailed to our shareholders of record a notice about the Internet availability of the proxy materials instead of a paper copy of the proxy materials. Shareholders who received the notice will have the ability to access the proxy materials over the Internet and to request a paper copy of the proxy materials by mail, by e-mail or by telephone. Instructions on how to access the proxy materials over the Internet or to request a paper copy may be found on the notice. In addition, the notice contains instructions on how shareholders may request proxy materials in printed form by mail or electronically by e-mail on an ongoing basis. The Notice of Internet Availability of Proxy Materials also serves as a Notice of Meeting.
What are the “notice and access” rules and how do they affect the delivery of the proxy materials? The SEC’s notice and access rules allow us to deliver proxy materials to our shareholders by posting the materials on an Internet website, notifying shareholders of the availability of the proxy materials on the Internet and sending paper copies of proxy materials upon shareholder request. We believe that the notice and access rules allow us to use Internet technology that many shareholders prefer, continue to provide our shareholders with the information that they need and, at the same time, ensure more prompt delivery of the proxy materials. The notice and access rules also lower our cost of printing and delivering the proxy materials and minimize the environmental impact of printing paper copies.
Questions and Answers about the Annual General Meeting and Voting
Why did I receive more than one Notice of Internet Availability of Proxy Materials or proxy card? You may have received multiple Notices of Internet Availability of Proxy Materials or proxy cards if you hold your shares in different ways or accounts (for example, 401(k) accounts, joint tenancy, trusts, custodial accounts) or in multiple accounts. If you are the beneficial owner of shares held in “street name,” you will receive your voting information from your bank, broker or other custodian or nominee, and you will vote as indicated in the materials you receive from your bank, broker or other custodian or nominee. You should vote your proxy for each separate account you have.
2019 Proxy Statement 63
Shareholder Proposals and Nominations for the 20202025 Annual General Meeting of Shareholders The deadline for submitting a shareholder proposal for inclusion in our proxy materials for our 20202025 Annual General Meeting pursuant to SEC Rule 14a-8 is November 27, 2019.December 3, 2024. Any such proposal must meet the requirements set forth in the rules and regulations of the SEC, including Rule 14a-8, for such proposals to be eligible for inclusion in our proxy statement and form of proxy for our 20202025 Annual General Meeting. Shareholder proposals pursuant to the foregoing should be sent to us at our principal executive offices: nVent Electric plc, The Mille, 1000 Great West Road, 8th Floor (East), London, TW8 9DW United Kingdom, Attention: Corporate Secretary.
Eligible shareholders may under certain circumstances be able to nominate and include in our proxy materials a specified number of candidates for election as directors under the proxy access provisions of our Articles of Association. Among other requirements in our Articles of Association, to nominate a director under the proxy access provisions of our Articles of Association, a shareholder must give written notice to our Corporate Secretary that complies with our Articles of Association no earlier than 150 days and no later than 120 days prior to the first anniversary of the date our definitive proxy statement was released to shareholders in connection with the prior year’s Annual General Meeting. Accordingly, we must receive notice of a shareholder’s nomination for the 20202025 Annual General Meeting pursuant to the proxy access provisions of our Articles of Association no earlier than September 28, 2019November 3, 2024 and no later than November 27, 2019.December 3, 2024. If the notice is received outside of that time frame, then the notice will be considered untimely and we are not required to include the nominees in our proxy materials for the 20202025 Annual General Meeting. Shareholder nominations pursuant to the foregoing should be sent to us at our registered office: nVent Electric plc, 10 Earlsfort Terrace, Dublin 2, D02 T380, Ireland. Attention: Corporate Secretary.
A shareholder who intends to present business, other than a shareholder proposal pursuant to Rule 14a-8, or to nominate a director, other than pursuant to the proxy access provisions of our Articles of Association, at the 20202025 Annual General Meeting must comply with the requirements set forth in our Articles of Association. Among other requirements in our Articles of Association, to present business or nominate a director at an Annual General Meeting, a shareholder must give written notice that complies with the Articles of Association to our Corporate Secretary no earlier than 70 days and no later than 45 days prior to the first anniversary of the date our proxy statement was released to shareholders in connection with the prior year’s Annual General Meeting. Accordingly, we must receive notice of a shareholder’s intent to present business, other than pursuant to SEC Rule 14a-8, or to nominate a director, other than pursuant to the proxy access provisions of our Articles of Association, no earlier than January 15, 202022, 2025 and no later than February 9, 2020.16, 2025. If the notice is received outside of that time frame, then the notice will be considered untimely and we are not required to present such proposal or nomination at the 20192025 Annual General Meeting. If the Board chooses to present a matter of business submitted under our Articles of Association at the 20192025 Annual General Meeting, then the persons named in the proxies solicited by the Board for the 20192025 Annual General Meeting may exercise discretionary voting power with respect to such proposal.Shareholder proposals or nominations pursuant to anythe foregoing should be sent to us at our registered office: nVent Electric plc, 10 Earlsfort Terrace, Dublin 2, D02 T380, Ireland. Attention: Corporate Secretary. In addition to satisfying the foregoing requirements under our Articles of Association, to comply with the universal proxy rules of the SEC, shareholders who intend to solicit proxies in support of director nominees other than the company’s nominees must provide notice that sets forth the information required by Rule 14a-19 of the SEC. Notices under Rule 14a-19 pursuant to the foregoing should be sent to us at our principal executive offices: nVent Electric plc, The Mille, 1000 Great West Road, 8
thFloor (East), London, TW8 9DW United Kingdom, Attention: Corporate Secretary. Our Articles of Association can be found on the website of the U.S. Securities and Exchange Commission by searching its EDGAR archives athttp://www.sec.gov/edgar/searchedgar/webusers.htm.webusers.htm. Shareholders may also obtain a copy from us free of charge by submitting a written request to our principal executive offices at nVent Electric plc, The Mille, 1000 Great West Road, 8thFloor (East), London, TW8 9DW United Kingdom, Attention: Corporate Secretary.64 nVent Electric plc
Irish Disclosure of Shareholder Interests Under the Irish Companies Act 2014, our shareholders must notify us if, as a result of a transaction, the shareholder will become interested in 3% or more of our shares; or if as a result of a transaction a shareholder who was interested in more than 3% of our shares ceases to be so interested. Where a shareholder is interested in more than 3% of our shares, the shareholder must notify us of any alteration of his or her interest that brings his or her total holding through the nearest whole percentage number, whether an increase or a reduction. The relevant percentage figure is calculated by reference to the aggregate nominal value of the shares in which the shareholder is interested as a proportion of the entire nominal value of our issued share capital (or any such class of share capital in issue), and disclosable interests in our shares include any interests in our shares of any kind whatsoever. Where the percentage level of the shareholder’s interest does not amount to a whole percentage this figure may be rounded down to the next whole number. We must be notified within five business days of the transaction or alteration of the shareholder’s interests that gave rise to the notification requirement. If a shareholder fails to comply with these notification requirements, the shareholder’s rights in respect of any our ordinary shares it holds will not be enforceable, either directly or indirectly. However, such person may apply to the courtIrish courts to have the rights attaching to such shares reinstated.2018
2023 Annual Report on Form 10-K Any shareholder wishing to review, without charge, a copy of our 20182023 Annual Report on Form 10-K (without exhibits) filed with the SEC should write to us at our principal executive offices: nVent Electric plc, The Mille, 1000 Great West Road, 8thFloor (East), London, TW8 9DW United Kingdom, Attention: Corporate Secretary.
Reduce Duplicate Mailings To reduce duplicate mailings, we are now sending only one copy of our Notice of Internet Availability of Proxy Materials or Annual Report to Shareholders and Proxy Statement, as applicable, to multiple shareholders sharing an address unless we receive contrary instructions from one or more of the shareholders. Upon written or oral request, we will promptly deliver a separate copy of these documents to a shareholder at a shared address. If you wish to receive separate copies of these documents, please notify us by writing or calling nVent Electric plc, The Mille, 1000 Great West Road, 8thFloor (East), London, TW8 9DW United Kingdom, Attention: Corporate Secretary. Telephone: 44-20-3966-0279+44-20-3966-0279 or (833) 592-1255. If you are receiving duplicate mailings, you may authorize us to discontinue mailings of multiple Notices of Internet Availability of Proxy Materials or Annual Reports to Shareholders and Proxy Statements, as applicable. To discontinue duplicate mailings, notify us by writing or calling nVent Electric plc, The Mille, 1000 Great West Road, 8thFloor (East), London, TW8 9DW United Kingdom, Attention: Corporate Secretary. Telephone: 44-20-3966-0279+44-20-3966-0279 or (833) 592-1255.2019 Proxy Statement 65
Reconciliation of GAAP to Non-GAAP Financial MeasuresnVent Electric plc and Subsidiaries |
Reconciliation of the GAAP Years Ended December 31, 2018, and 2017 to the Non-GAAP excluding the effect of 2018 and 2017 adjustments (Unaudited) |
| 2018 | | 2017 |
| Net sales | $ | 2,213.6 | | $ | 2,097.9 |
| Operating income | | 310.8 | | | 316.1 |
| % of net sales | | 14.0% | | | 15.1% |
| Adjustments: | | | | | |
| Restructuring and other | | 7.7 | | | 13.0 |
| Intangible amortization | | 60.9 | | | 61.4 |
| Trade name impairment | | — | | | 16.4 |
| Separation costs | | 45.0 | | | 16.1 |
| Corporate allocations | | (0.8) | | | (13.5) |
| Segment income | | 423.6 | | | 409.5 |
| Return on sales | | 19.1% | | | 19.5% |
| Corporate and other costs | | 49.9 | | | 43.1 |
| Segment income excluding corporate and other costs | | 473.5 | | | 452.6 |
nVent Electric plc |
Reconciliation of cash from operating activities to free cash flow (Unaudited) |
In millions | 2018 |
Net cash provided by (used for) operating activities - as reported | $343.5 |
Interest expense - pro forma | (5.6) |
Net cash provided by (used for) operating activities - pro forma | 337.9 |
Capital expenditures | (39.5) |
Proceeds from sale of property and equipment | 2.4 |
Free cash flow - pro forma | $300.8 |
66
nVent Electric plc
Reconciliation of GAAP to non-GAAP financial measures for the Years Ended December 31, 2023, 2022, 2021 and 2020, excluding the effect of adjustments (Unaudited)
| | In millions | | | 2023 | | | 2022 | | | 2021 | | | 2020 | |
| | Net sales | | | | $ | 3,263.6 | | | | | $ | 2,909.0 | | | | | $ | 2,462.0 | | | | | $ | 1,998.6 | | |
| | Adjustments | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Foreign exchange impact | | | | | (8.7) | | | | | | 60.8 | | | | | | (32.3) | | | | | | (8.2) | | |
| | Revenue contributions from acquisitions | | | | | (252.7) | | | | | | — | | | | | | (56.1) | | | | | | — | | |
| | Adjusted Revenue | | | | | 3,002.2 | | | | | | 2,969.8 | | | | | | 2,373.6 | | | | | | 1,990.4 | | |
| | Operating income | | | | | 587.4 | | | | | | 440.4 | | | | | | 355.4 | | | | | | 38.4 | | |
| | % of net sales | | | | | 18.0% | | | | | | 15.1% | | | | | | 14.4% | | | | | | 1.9% | | |
| | Adjustments: | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Restructuring and other | | | | | 12.8 | | | | | | 11.7 | | | | | | 8.8 | | | | | | 22.0 | | |
| | Intangible amortization | | | | | 89.7 | | | | | | 70.7 | | | | | | 67.5 | | | | | | 64.2 | | |
| | Acquisition transaction and integration costs | | | | | 13.0 | | | | | | 0.8 | | | | | | 4.1 | | | | | | 2.5 | | |
| | Inventory step-up amortization | | | | | 17.7 | | | | | | — | | | | | | — | | | | | | — | | |
| | Impairment of goodwill | | | | | — | | | | | | — | | | | | | — | | | | | | 212.3 | | |
| | Impairment of trade names | | | | | — | | | | | | — | | | | | | — | | | | | | 8.2 | | |
| | Segment income | | | | $ | 720.6 | | | | | $ | 523.6 | | | | | $ | 435.8 | | | | | $ | 347.6 | | |
| | Return on sales | | | | | 22.1% | | | | | | 18.0% | | | | | | 17.7% | | | | | | 17.4% | | |
| | Net income (loss) – as reported | | | | $ | 567.1 | | | | | $ | 399.8 | | | | | $ | 272.9 | | | | | $ | (47.2) | | |
| | Adjustments to operating income | | | | | 133.2 | | | | | | 83.2 | | | | | | 80.4 | | | | | | 309.2 | | |
| | Pension and other post-retirement mark-to-market loss (gain) | | | | | 13.9 | | | | | | (66.3) | | | | | | (15.1) | | | | | | 8.7 | | |
| | Gain on sale of investment | | | | | (10.3) | | | | | | — | | | | | | — | | | | | | — | | |
| | Amortization of bridge financing debt issuance costs | | | | | 3.6 | | | | | | — | | | | | | — | | | | | | — | | |
| | Loss on early extinguishment of debt | | | | | — | | | | | | — | | | | | | 15.2 | | | | | | — | | |
| | Income tax adjustments | | | | | (192.6) | | | | | | (12.8) | | | | | | (20.4) | | | | | | (14.8) | | |
| | Net income – as adjusted | | | | $ | 514.9 | | | | | $ | 403.9 | | | | | $ | 333.0 | | | | | $ | 255.9 | | |
| | Diluted earnings (loss) per ordinary share | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Diluted earnings (loss) per ordinary share – as reported | | | | $ | 3.37 | | | | | $ | 2.38 | | | | | $ | 1.61 | | | | | $ | (0.28) | | |
| | Two year compound annual growth rate(1) | | | | | 44.7% | | | | | | | | | | | | | | | | | | | | |
| | Adjustments | | | | | (0.31) | | | | | | 0.02 | | | | | | 0.35 | | | | | | 1.78 | | |
| | Diluted earnings per ordinary share – as adjusted | | | | $ | 3.06 | | | | | $ | 2.40 | | | | | $ | 1.96 | | | | | $ | 1.50 | | |
| | Three year compound annual growth rate | | | | | 26.8% | | | | | | | | | | | | | | | | | | | | |
Reconciliation of cash from operating activities to free cash flow (Unaudited)
| | In millions | | | 2023 | | | 2022 | | | 2021 | | | 2020 | |
| | Net cash provided by (used for) operating activities | | | | $ | 528.1 | | | | | $ | 394.6 | | | | | $ | 373.3 | | | | | $ | 344.0 | | |
| | Three year compound annual growth rate | | | | | 15.4% | | | | | | | | | | | | | | | | | | | | |
| | Capital expenditures | | | | | (71.0) | | | | | | (45.9) | | | | | | (39.5) | | | | | | (40.0) | | |
| | Proceeds from sale of property and equipment | | | | | 7.5 | | | | | | 2.0 | | | | | | 0.6 | | | | | | 2.0 | | |
| | Free cash flow | | | | $ | 464.6 | | | | | $ | 350.7 | | | | | $ | 334.4 | | | | | $ | 306.0 | | |
| | Three year compound annual growth rate | | | | | 15.0% | | | | | | | | | | | | ��� | | | | | | | | |
(1)
Reflects two year compound annual growth rate from 2021-2023, as 2020 diluted earnings per share was negative.
NVENT ELECTRIC PLC
C/O BROADRIDGE
51 MERCEDES WAY
EDGEWOOD,WAYEDGEWOOD, NY 11717
VOTE SCAN TOVIEW MATERIALS & VOTEVOTE BY INTERNET -www.proxyvote.com
Use or scan the QR Barcode aboveUse the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 3:00 a.m.11:59 p.m. Eastern Time on May 8, 2019.15, 2024. Have your proxy card in hand when you access the web sitewebsite and follow the instructions to obtain your records and to create an electronic voting instruction form.
ELECTRONICform.ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS
IfMATERIALSIf you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.
VOTEyears.VOTE BY PHONE - 1-800-690-6903
Use1-800-690-6903Use any touch-tone telephone to transmit your voting instructions. Vote by 3:00 a.m.11:59 p.m. Eastern Time on May 8, 2019.15, 2024. Have your proxy card in hand when you call and then follow the instructions.
VOTEinstructions.VOTE BY MAIL
Mark,MAILMark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717 (which Broadridge will arrange to forward to nVent Electric plc’s registered address). In order to assure that your proxy card is tabulated in time to be voted at the Annual General Meeting, you must return your proxy card at the above address by 3:00 a.m.11:59 p.m. Eastern Daylight Time on May 8, 2019.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: | | |
| | E59035-P17617 | | KEEP THIS PORTION FOR YOUR RECORDS |
| | | | DETACH AND RETURN THIS PORTION ONLY |
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. |
15, 2024. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: V29682-P99796 KEEP THIS PORTION FOR YOUR RECORDS NVENT ELECTRIC PLC THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY The Board of Directors recommends you vote FOR the following director nominees:1.By Separate Resolutions, Election of Director Nominees:Nominees: For Against Abstain 1a. Sherry A. Aaholm 1b. Jerry W. Burris !!!!!! The Board of Directors recommends you vote FOR the following proposals: For Against Abstain 1c. Susan M. Cameron1d. Michael L. Ducker 1e. Danita K. Ostling 1f. Nicola Palmer1g. Herbert K. Parker1h. Greg Scheu1i.Beth A. WozniakPlease indicate if you plan to attend this meeting. !!!!!!!!!!!!!!!!!!!!!!!YesNo 2.Approve, by Non-Binding Advisory Vote, the!!!Compensation of the Named Executive Officers3.Ratify, by Non-Binding Advisory Vote, the Appointment!!!of Deloitte & Touche LLP as the Independent Auditorand Authorize, by Binding Vote, the Audit and Finance Committee of the Board of Directors to Set the Auditor's Remuneration4.Authorize the Board of Directors to Allot and Issue New Shares under Irish Law5.Authorize the Board of Directors to Opt Out of Statutory!!!Preemption Rights under Irish Law6.Authorize the Price Range at which nVent Electric plc Can!!!Re-allot Shares it Holds as Treasury Shares under Irish LawNOTE: To consider and act on such other business as may properly come before the Annual General Meeting or any adjournment.Any shareholder entitled to attend and vote at the Annual General Meeting of Shareholders may appoint one or more proxies, who need not be a shareholder of the Company. A proxy is required to vote in accordance with the instructions given to him or her. Completion of a form of proxy will not preclude a member from attending and voting at the meeting in person. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.Signature [PLEASE SIGN WITHIN BOX]DateSignature (Joint Owners)Date
| The Board of Directors recommends you vote FOR the
following director nominees:
|
| 1. | | By Separate Resolutions, Re-Election of Director Nominees: | | For | | Against | | Abstain |
| | | Nominees:
| | | | | | |
| | | 1a. | | Brian M. Baldwin
| | ☐ | | ☐ | | ☐ |
| | | 1b. | | Jerry W. Burris
| | ☐ | | ☐ | | ☐ |
| | | 1c. | | Susan M. Cameron
| | ☐ | | ☐ | | ☐ |
| | | 1d. | | Michael L. Ducker
| | ☐ | | ☐ | | ☐ |
| | | 1e. | | David H.Y. Ho
| | ☐ | | ☐ | | ☐ |
| | | 1f. | | Randall J. Hogan
| | ☐ | | ☐ | | ☐ |
| | | 1g. | | Ronald L. Merriman
| | ☐ | | ☐ | | ☐ |
| | | 1h. | | William T. Monahan
| | ☐ | | ☐ | | ☐ |
| | | 1i. | | Herbert K. Parker
| | ☐ | | ☐ | | ☐ |
| | | 1j. | | Beth Wozniak
| | ☐ | | ☐ | | ☐ |
| Please indicate if you plan to attend this meeting. | | ☐ | | ☐ | | |
| | | Yes | | No | | |
The Board of Directors recommends you vote FOR the following proposal: | | For | | Against | | Abstain |
2. | | Approve, by Non-Binding Advisory Vote, the Compensation of the Named Executive Officers
| | ☐ | | ☐ | | ☐ |
The Board of Directors recommends you vote 1 year on the following proposal: | | 1 year | | 2 years | | 3 years | | Abstain |
3. | | Recommend, by Non-Binding Advisory Vote, the Frequency of Advisory Votes on the Compensation of Named Executive Officers
| | ☐ | | ☐ | | ☐ | | ☐ |
The Board of Directors recommends you vote FOR the following proposals: | | For | | Against | | Abstain |
4. | | Ratify, by Non-Binding Advisory Vote, the Appointment of Deloitte & Touche LLP as the Independent Auditor and Authorize, by Binding Vote, the Audit and Finance Committee to Set the Auditors’ Remuneration
| | ☐ | | ☐ | | ☐ |
5. | | Authorize the Price Range at which nVent Electric plc can Re-Allot Treasury Shares (Special Resolution)
| | ☐ | | ☐ | | ☐ |
NOTE: To consider and act on such other business as may properly come before the Annual General Meeting or any adjournment.
Any shareholder entitled to attend and vote at the Annual General Meeting of Shareholders may appoint one or more proxies, who need not be a shareholder of the Company. A proxy is required to vote in accordance with the instructions given to him or her. Completion of a form of proxy will not preclude a member from attending and voting at the meeting in person. | | | | | | |
| Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.
| |
| | | | | | |
| Signature [PLEASE SIGN WITHIN BOX] | Date | | Signature (Joint Owners) | Date | |
Table of Contents
Important Notice Regarding the Availability of Proxy Materials for the
Annual General Meeting to be held on May 10, 2019:
17, 2024:The Annual Report on Form 10-K, Notice of Annual General Meeting, Proxy Statement and
Irish Statutory Financial Statements and Related Reports are available at www.proxyvote.com.
NVENTwww.proxyvote.com.V29683-P99796NVENT ELECTRIC PLC
AnnualPLCAnnual General Meeting of Shareholders
May 10, 201917, 2024 8:00 AM Local Time
ThisBritish Summer TimeThis proxy is solicited by the Board of Directors
TheDirectorsThe signatory, revoking any proxy heretofore given in connection with the Meeting, hereby appoints Randall J. Hogan, Beth A. Wozniak, andSara E. Zawoyski, Jon D. Lammers, and Shawna L. Fullerton or any of them (the "Proxies"), as proxies, each with the power to appoint his or her substitute, and hereby authorizes them to attend, speak and to vote at the Meeting, as designated on the reverse side of this card, all ordinary shares of nVent Electric plc that the signatory is entitled to vote at the Annual General Meeting of Shareholders to be held at 8:00 AM, local time, on May 10, 2019, at the Four SeasonsThe Lanesborough London, Hyde Park Lane Hotel, Hamilton Place, Park Lane,Corner, London, W1J 7DR,SW1X 7TA, United Kingdom, and any adjournment or postponement thereof (the "Meeting"). If you wish to appoint as proxy any other person or persons, please contact the Corporate Secretary. In the event of other agenda items or proposals during the Meeting on which voting is permissible under Irish law, you instruct the Proxies, in the absence of other specific instructions, to vote the shares in accordance with the Board of Directors' recommendations.
Ifrecommendations.If the signatory is a participant in the nVent Management Company Retirement Savings and Investment Plan, the nVent Management Company Non-Qualified Deferred Compensation Plan, the Pentair Retirement Savings and Stock Incentive Plan, and/or the Pentair, Inc. Non-Qualified Deferred Compensation Plan (the "Plans"), the signatory hereby directs Fidelity Management Trust Company as Trustee of the Plans, to vote at the Meeting, as designated on the reverse side of this card, all of the ordinary shares of nVent Electric plc allocated to the signatory’s account in the Plans as of March 15, 2019.
If20, 2024.If the signatory is a participant in the nVent Electric plc Employee Stock Purchase and Bonus Plan or the nVent Electric plc International Stock Purchase and Bonus Plan (the "Purchase Plans"), the signatory is revoking any proxy heretofore given in connection with the Meeting, hereby appoints the Proxies, or anyeither of them, as proxies each with power to appoint his or her substitute, and hereby authorizes the Proxies to attend and to vote at the Meeting, as designated on the reverse side of this card, all of the ordinary shares of nVent Electric plc allocated to the signatory’s account in the Purchase Plans as of March 15, 2019.
This20, 2024.This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors' recommendations; provided, however, if no such direction is made regarding shares held in the Plans, this proxy will not be voted with respect to such shares.
Continuedshares.Continued and to be signed on reverse side
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