SECURITIES AND EXCHANGE COMMISSION
Securities Exchange Act of 1934 (Amendment No.)
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Meeting and Proxy Statement
12, 2023 Two of our Board Committee chairs are racially diverse, and our lead director is gender diverse. • 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, information security, development of digital and prognostic solutions for manufacturing and physical products, and earned a graduate degree in sustainability. Ms. Aaholm has served on the board of directors of Old Dominion Freight Line, Inc. since 2018. Ms. Aaholm was recommended by a third party search firm to our Governance and Social Responsibility 59 (Chair) 64 During the past five years, Mr. Ducker also previously served as a director of International Flavors & Fragrances Inc. 69 2022 62 2020 55 2018 64 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). 2018 matters. Policies and Procedures Regarding Related Person Transactions Board Leadership Structure Board. determined to be independent under NYSE rules. 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 ordinary shares, until the director disposes of any shares, after which compliance will be re-measured. 2022 2022. Our sales during The feedback we heard from these engagement initiatives is summarized in the table below, along with our actions taken to respond to these items. replaced 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. Following a detailed review of each Named Executive Officer’s base salary prior to 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. approved increases in February 2022 to reflect market practices for the following Named Executive Officers: Ms. Wozniak’s from 115% to 125%, Ms. Zawoyski’s and Mr. Ruzynski’s from 75% to 80%, Mr. Lammers’ from 70% to 75%, and Mr. Padmanabhan from 65% to 80%. Metrics 2019. Incentive Compensation If performance share units are earned but absolute TSR is negative, the amount of shares earned cannot exceed target payout. Achievement under 2020-2022 PSUs* Policy Prohibiting Hedging and Pledging 2022. Grants of Plan-Based Awards in Change in Control and Termination Provisions of the Omnibus Incentive Plan the annual total compensation of all employees of our company (other than our Chief Executive Officer) was reasonably estimated to be $51,367; and 2023. 17, 2023. 12, 2023. May I change or revoke my proxy? What constitutes a quorum for the 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. 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. Shareholder proposals or nominations pursuant to THIS PORTION FOR YOUR RECORDSTHIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. 12, 2023:The Annual Report on Form 10-K, Notice of Annual General Meeting, Proxy Statement 
April 1, 20222021an outstandinga record year for nVent. We delivered exceptionally strong financial results and executed wellanother year of exceptional performance by executing on our strategy and growth initiatives, serving our growth initiatives.customers and responding to strong demand. Sales grew 18% to a record $2.9 billion, and we expanded margins to overcome high inflation and supply chain challenges. Our record earnings per share of $2.38 was a 48% increase year-over-year, on top of strong performance a year ago. We launched 58 new productsgenerated strong cash flow, and accelerated our digital transformation. We completed two acquisitions – Vynckier and CIS Global – to further strengthen our portfolio and expand our offerings in high-growth verticals. And we made significant progress on our environmental, social and governance, or ESG, priorities. The safety and well-beingrelative total shareholder performance was at the 69th percentile of the S&P 400 industrials. I am proud of the performance of our employees remained our top priority, and we continued to expand our efforts on making nVent a great place to work. I could not be more proud of our nVent team and what we accomplished.team. 
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Chief Executive Officer Our sales grew 23% torecord $2.5 billion, demonstrating impressive growthmore sustainable and execution. We overcame supply chain challenges to deliver for our customers and managed unprecedented inflation. We delivered record earnings per share and generated another year of strong cash flow. nVent delivered top tier total shareholder returns of 67% in 2021 and performed 95th percentile of the S&P 400 Industrials. We had a goal to emerge stronger, and our results demonstrate we have.We have changed theelectrified world. Our growth trajectory of nVentis changing with our focus on high-growth verticals new product innovation and global growth. Since becoming a new company, we have addedinnovation. New products contributed approximately three points to our 2022 sales growth, and our acquisitions since spin contributed more than $200$300 million of annualizedin annual sales via acquisitions, focused on data solutions and global growth. We have scaled our capabilities working aslast year, growing faster than overall nVent. Our One nVent strategy is helping us scale with velocity, from our digital platforms to commercial excellencetransformation to our focus on people.commercial excellence. Our Spark Management System issystem, which defines how we operate, together with our Win Right values is driving our high-performance culture.helpsdigitalization, nVent is well positioned to grow. Our Enclosure solutions protect electronics and data in mission critical applications, including liquid cooling and power solutions that improve reliability and energy efficiency. With the trend toward more industrial automation, digitalization and more edge devices, the demand for our enclosure solutions is increasing. Our Electrical and Fastening solutions enhance end-user safety, reduce installation time and provide resiliency of critical systems. Our offerings span a wide range of applications — such as power utilities, renewable energy, e-mobility and energy storage — and are increasing with the electrical infrastructure build out. Our Thermal Management solutions provide protection for critical processes and infrastructure. With the energy transition, our thermal solutions are critical for clean fuels and decarbonization. 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.success. Spark supportsbusiness strategy and how we operate. For the high performance culturesecond consecutive year we were awarded a silver sustainability rating from EcoVadis. Our overall score improved, placing us in the top nine percent of companies assessed in our industry and the 85th percentile of all companies assessed. We have at nVent and includes five elements: People, Growth, Lean, Digital and Velocity. At nVent, we believemade significant progress across our culture and our people are a differentiator.Our ESG goals are an integral partthree pillars of nVent’s strategy. We focus on three pillars: People, Products and Planet. WithinOn People, we believe our people our focus onand culture are a differentiator. We are committed to building a culture of inclusion and diversity helps make nVent a great placethat encourages every employee to work.be authentic and bring bold ideas. I am proud that our Board of Directors is 70 percent diverse, and we were recognized by 50/50 Women on Boards. We also were certified as a Great Place to WorkTM. On Products, we introduced long-term goals to deliver solutions that make a positive impact in one or more of our three ESG categories: eco-friendly materials, eco-friendly designs and end-user safety. And on Planet, we increased representationour use of womenrenewable energy to 13 percent in 2022, and racially diverse employees.are targeting 25 percent or greater renewable energy usage by 2030, and a 50 percent reduction in Scope 1 and Scope 2 greenhouse gas emissions by 2030.were namedcontinue to change the 2022 Bloomberg Gender Equality Index, making us onegrowth profile of only 418 companiesnVent, focusing on high-growth verticals tied to be included. Within products, we integrated ESG into our new product introduction process and developed baseline metrics and goals. And within planet, we took meaningful steps toward reducing our CO2 emissions. We received a silver medal for social responsibility from EcoVadis, ranking nVent inlong-term secular trends of the top 13% of companies reviewed in the same industry.The electrification of everything, positions us to grow with our mission to connectsustainability and protect. Trends like industrial automation, renewable energy, grid modernization, 5G expansion, growth in data centers and increases in electric vehicles are driving the need for more of our products and solutions.digitalization. We are winning with our innovative solutions to protect critical electronics and electrical equipment, including cooling and power management. Our innovative cable solutions help manage power and data infrastructure, and our electrical connection and surge protection products provide resiliency in electrical systems aroundexcited for the world. Our connected control and electric heat tracing solutions help manage temperature in critical processes and applications.I am proud of our nVent teamfuture and the resultsrole we delivered in 2021. We enter this year with momentum and are well positioned to grow with the secular trends of electrification and digitization. We believe 2022 will be another year of strong growth and value creation. We have emerged stronger, and our future is bright at nVent.2022 Proxy Statement3 continue to monitor evolving trends and regulations, and are committed to continuously improving our environmental, social and governance (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.key insightsfeedback we received from both internal and external stakeholders helped us focus on how we can make a meaningful impact in our world. Our first ESG report was published in 2020 and highlightedBased on these key insights, we developed our three ESG focus areas:areas — People, Products and Planet.Planet — and shared them in our first ESG Report covering 2019. In July 2021our 2020 ESG Report, we published our second ESG report covering the 2020 calendar year. In the report we sharedannounced our first-ever externalESG goals and examples of thesteps we are taking to achieve them. In our 2021 ESG Report released in 2022, we shared strides we made in each of our focus areas. areas, our progress toward achieving our goals and a few goal updates. These updates included introducing our long-term Products goals focused on developing more positive ESG impact products and enhancing accessibility of environmental data for our customers, and setting more ambitious targets for our Planet goals to reflect the significant progress our teams made in driving sustainability across nVent.theseour goals illustrate 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.
PeopleProductsPlanetA culture focused on inclusion, diversity, employee engagement, safety and integrityInnovative solutions that deliver efficiency, safety and reduced resource consumption, creating a more sustainable futureResponsible energy, waste and water management to help protect our natural resources2025 People Goals• Increase representation of women in management globally by 20%• Increase representation of racially diverse U.S. professional employees by 25%• Reach an employee safety total recordable incident rate of ≤0.502021 Products Goals• Establish New Product Introduction guidelines to help deliver socially responsible products and end user solutions• Develop baseline metrics and long-term goals2030 Planet Goals• Achieve 25% reduction in Scope 1 and Scope 2 greenhouse gas emissions• Reach 20% renewable energy consumptionOur 2020 ESG report is available on our website at https://www.nvent.com/about-nvent/social-responsibility. In our 2021 ESG report, which we![[MISSING IMAGE: fc_environ-pn.jpg]](https://files.docoh.com/DEF 14A/0001104659-23-037721/fc_environ-pn.jpg)
2022, we plan to provide additional information regarding2023 covering our initiatives and progress during 2021 and to build on our continued commitment to transparency by sharing an update on our external goals and releasing our long-term goals for our Products pillar.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. The charter of our Board’s Governance and Social Responsibility Committee was updated in 2021 to describe its role in overseeing our environmental, social and governance matters. The charter of our Compensation and Human Capital Committee was also updated to define its role in overseeing our human resources and compensation strategies and goals, including those related to company culture, inclusion and diversity.4nVent Electric plc Our employeesAs a global company, we understandWe believe that diverse perspectives are key to our company’s ability to grow and innovate for our customers.customers and grow. We value all dimensions of diversityprovide an inclusive work environment that drives innovation, connection and work hard to make sure all voices are heard, respected and represented. Whether working remotely or in person, we remain focused ongrowth for our intentional culture-shaping activities and accelerated our efforts to make sure all employees feel heard, engaged and included.Through the nVent Foundation and our nVent in Action programs, we empower our employees to give to the causes they care about. We connect with communities and protect our future by supporting quality education programs for youth and charitable causes championed by our employees. nVent employees around the world take action to help make their communities stronger by sharing their time, talents and resources with those in need.positive, healthy and safe work environment for our employees and preventing workplace injuries. We use a safety model based on three pillars to help ensure our business practices promote a healthy and safe workplace:pillars: management commitment, controlled hazards and employee engagement. Around the world, our safety leaders work with other employees to reduce risks and injuries.are diligent about selecting our suppliers. Our Supplier Code of Conduct prescribes expectations for providing safe and healthy working conditions, upholding high ethical standards and engaging in environmental responsibility. We expect our suppliers, contractors and othersvalue diversity in our supply chainworkforce, 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 human rights andsocially responsible business practices. In January 2021, we launched a Supplier Diversity Program to provide assurances that their businesses are free from practices associated with human rights violations. Additionally, through our supplier diversity program, we help ensure our competitive supplier selection processes include diverse suppliers.Highlights· We implemented a new ESG scorecard, which Our progress includes establishing the program infrastructure, training our sourcing team on how to find diverse suppliers, and driving diversity improvement. In 2022, we callprovided detailed training about our responsible and sustainable sourcing practices to 90% of all employees in procurement roles across nVent.People & Culture Scorecard, into our 2021 annual incentive plan. The scorecard is directly tied to our 2025 People Goals. Additional details can be found on page 40.· We increased our representation of women in management globally,nVent Foundation and our representation of racially diverse U.S. professional employees.·broader nVent in Action program, we empower our employees to give to the causes they care about. We launched Electrify, our new digital employee recognition platform, to increase engagement globally.· We were includedcelebrate and support nVent employees around the world making their communities stronger by sharing their time, talents and resources with those in RippleMatch’s 2021 list of top workplaces for Generation Z: The Next Gen 100. RippleMatch is a third party that recognizes organizations that are building standout workplaces for the next generation of talent.·need. reporting.·reportingprioritizedearned a Great Place to WorkTM Certification for 2022-2023safety and well-being during the pandemic. engagement inclusion index scorealignedcontinued to make progress toward our actions with the guidance of the World Health Organization, the Centers for Disease Control and Prevention and local health authorities. We quickly established global teams as needed to assist with implementing safety protocols.employee diversity goals 2022 Proxy Statement5 Our mission tois important as the Electrification of Everything changes the world and creates opportunities for a more sustainable future. Our products connect and protect systems that touch the lives of millions of people every day through the world’s infrastructure, energy, data and communication systems.offer:protect infrastructure, providehelp enable increased energy efficiency, more power in smaller spaces and the growth of sustainable infrastructure.ensure ongoing connectivity.Asour customers improve the world changessafety of their operations by facilitating uptime and becomes more electrified,resilience for critical systems.expect investments in new infrastructure and technologies will be vital. We will continuetook steps to focus on developing highly differentiated solutions that deliver efficiency, safety and reduced resource consumption, creating a more sustainable future.Highlights· We integratedoperationalize ESG into our product development process by introducing a project scoring system along with new definitions, guidelines and procedures. These steps will help ensure positive ESG impacts are expected and tracked throughout our new product introduction guidelines.·process — from raw material acquisition to the entire lifespan of the products and solutions we deliver to our customers. established a baseline in 2021 for future reporting andmade significant progress toward our goal setting in three key categories: Use of Eco-Friendly Designs, Eco-Friendly Materials and End-User Safety. We plan to increase awarenessthe amount of product environmental data digitally accessible to customersinstitute guidelinesscoring process for these categoriesour NPI funnelNew Product Introduction process to help ensure advancementactive NPI funnel with a positive impact in delivering socially responsible products and end-user solutions.at least one of our three Products ESG categories BeingFrom setting strategic business goals to our Grass Roots Employee Resource Group focused on sustainability, workingat all levels ofthroughout our organization. Employee-led “environmental treasure hunts” occur globally across our facilities to identify and implement improvement ideas.company. We are committed to responsiblehelping protect our natural resources through:use, greenhouse gas reductionuse.waste and water management.Reducingtake steps to improve operational efficiency to decrease our carbon emissions and using more green energy are important steps we are takingemissions.impactwater consumption through water reuse and more efficient processes. natural resources.Highlights·a complex scale of ESG factors.decreasedrive reductions in our greenhouse gas emissions through investments in renewable energy and operational efficiency.·efficienciesupdatedmade significant progress on our Environmental Policy in 2021, and will continuedisclosures related to invest in environmental improvements, assess the Task Force on Climate-related Financial Disclosures framework,(TCFD) and evaluate carbon neutrality.· We received a silver medal from EcoVadisexpect to provide an update in 2021 for our strong sustainability performance. EcoVadis is a third-party entity that evaluates suppliers on a complex scale of sustainability and ESG factors.· We are adding an environmental metric to our 2022 ESG Scorecard in our annual incentive plan. Additional details can be found on page 47. 6nVent Electric plc
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*Total contactednVent outstanding shares calculated as Total engaged Directors engaged 2022 engagement topics included 69% of December 31, 2021. Ownership based on publicly disclosed ownership at the timeO/S* 32% of Fall outreach.O/S* 84% of calls
and nVent’s materiality assessment
process In response to input we received during our fall 2021 shareholder engagement sessions, we decided to begin publishing the overview of our EEO-1 reports on our website. The overview of our 2020 report is currently available at https://www.nvent.com/inclusion-diversity.2022 Proxy Statement713, 2022the Four Seasons Hotel, Hamilton Place,The Lanesborough London, Hyde Park Lane,Corner, London, England, W1J7DR,SW1X 7TA, United Kingdom, on Friday, May 13, 2022,12, 2023, at 8:00 a.m. British Summer Time, to consider and vote upon the following 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:1.1. By Separate Resolutions, Election of the Following Director Nominees: ii.iii.iv.v. vi.vii.viii.ix.x. Jacqueline Wright 2.2. Approve, by Non-Binding Advisory Vote, the Compensation of the Named Executive Officers 3.3. 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 4.4. Authorize the Board of Directors to Allot and Issue New Shares under Irish Law 5.5. Authorize the Board of Directors to Opt Out of Statutory Preemption Rights under Irish Law 6.6. Authorize the Price Range at which nVent Electric plc Can Re-allot Shares it Holds as Treasury Shares under Irish Law 18, 202217, 2023 are entitled to receive notice of and to vote at the Annual General Meeting.20212022 and the reports of the directors and the statutory auditors thereon.
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Corporate SecretaryApril 1, 2022
March 28, 202313, 2022.12, 2023. 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.** ![[MISSING IMAGE: ic_where-pn.jpg]](https://files.docoh.com/DEF 14A/0001104659-23-037721/ic_where-pn.jpg)
Hyde Park Corner, London, SW1X 7TA, United Kingdom 
WhereFour Seasons Hotel,Hamilton Place, Park Lane,London, England, W1J 7DR*![[MISSING IMAGE: ic_when-pn.jpg]](https://files.docoh.com/DEF 14A/0001104659-23-037721/ic_when-pn.jpg)
13, 2022,
12, 2023,
8:00 a.m. British Summer Time 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 12, 202210, 2023 OR, IF YOU ARE A BENEFICIAL OWNER, SUCH EARLIER TIME AS YOUR BANK, BROKER-DEALER, BROKERAGE FIRM, OR NOMINEE MAY REQUIRE. 
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*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.**If participation at the offices of Arthur Cox is not possible, we will publicly announce an alternative venue at which shareholders in Ireland may participate by audio link.8nVent Electric plc
of Shareholders of nVent Electric plc to be held
on Friday, May 13, 2022April 1, 2022March 28, 2023 to our shareholders entitled to vote at the Annual General Meeting.Proposal Board
Recommendation Vote
Required Page
Reference1. Election of Director Nominees FOR
each nominee Majority of votes cast 14 2. Approve, by Non-Binding Advisory Vote, the Compensation of the Named Executive Officers FOR Majority of votes cast 31 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 FOR Majority of votes cast 65 4. Authorize the Board of Directors to Allot and Issue New Shares under Irish Law FOR Majority of votes cast 68 5. Authorize the Board of Directors to Opt Out of Statutory Preemption Rights under Irish Law FOR 75% of votes cast 69 6. Authorize the Price Range at which nVent Electric plc Can Re-Allot Treasury Shares under Irish Law FOR 75% of votes cast 71 Proposal Board
Recommendation Vote
Required Page
Reference
each nominee Majority of
votes cast 14 FOR Majority of
votes cast 32 FOR Majority of
votes cast 64 FOR Majority of
votes cast 67 FOR 75% of
votes cast 68 FOR 75% of
votes cast 69 20222023 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 ![[MISSING IMAGE: ic_tick-pn.jpg]](https://files.docoh.com/DEF 14A/0001104659-23-037721/ic_tick-pn.jpg)
* 5859 2018 
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6364 2018 6869 2018 6667 2018 * * 6162 –2022 * 5455 2020 6364 2018 6061 2021 5758 2018 Jacqueline Wright, 62 2020 Committee Chair: *Upon completion of the 2022 Annual General Meeting, Mr. Parker will become the Chair of the Audit and Finance Committee and Ms. Ostling will join the Audit and Finance Committee.2022 Proxy Statement9Contentsthe 2023 Annual General Meeting, Ms. Aaholm will join the Audit and Finance Committee and Mr. Hogan will join the Compensation and Human Committee and the Governance and Social Responsibility Committee.
(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.![[MISSING IMAGE: pc_overviewboard-pn.jpg]](https://files.docoh.com/DEF 14A/0001104659-23-037721/pc_overviewboard-pn.jpg)
33)34).•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.•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.10nVent Electric plc20212022 for our 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.2021
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12nVent Electric plc2022 Proxy Statement13 1 
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20232024 Annual General Meeting. If any of the nominees should become unable to accept 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 below will be unable to serve his or her full term if elected.20232024 Annual General Meeting: Sherry A. Aaholm, Jerry W. Burris, Susan M. Cameron, Michael L. Ducker, Randall J. Hogan, Danita K. Ostling, Nicola Palmer, Herbert K. Parker, Greg Scheu, and Beth A. Wozniak, and Jacqueline Wright.Wozniak.” 14nVent Electric plcJerry W. BurrisSherry A. Aaholm 
Director![[MISSING IMAGE: ph_sherryaaaholm-4clr.jpg]](https://files.docoh.com/DEF 14A/0001104659-23-037721/ph_sherryaaaholm-4clr.jpg)
2018Age 58IndependentCommittees:
Compensation2021. Previously, she served as Vice President — Chief Information Officer of Cummins from 2013 to 2021, and Human Capital (Chair)
Committees* ![[MISSING IMAGE: ic_compensation-pn.jpg]](https://files.docoh.com/DEF 14A/0001104659-23-037721/ic_compensation-pn.jpg)
Audit and Finance Jerry W. Burris ![[MISSING IMAGE: ph_jerrywburris-4clr.jpg]](https://files.docoh.com/DEF 14A/0001104659-23-037721/ph_jerrywburris-4clr.jpg)
Susan M. Cameron (Lead Director) 
63 Committees: 
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Governance and Social Responsibility Susan M. Cameron (Lead Director) ![[MISSING IMAGE: ph_susanmcameron-4clr.jpg]](https://files.docoh.com/DEF 14A/0001104659-23-037721/ph_susanmcameron-4clr.jpg)
During the past five years, Ms. Cameron also previously served as a director of R.R. Donnelley & Sons Company.2022 Proxy Statement15Proposal 1Michael L. Ducker 
68 Committees: Compensation and Human Capital Governance and Social Responsibility (Chair)Michael L. Ducker ![[MISSING IMAGE: ph_michaellducker-4clr.jpg]](https://files.docoh.com/DEF 14A/0001104659-23-037721/ph_michaellducker-4clr.jpg)
International Flavors & Fragrances Inc. since 2014, and as a director of U.S. Xpress Enterprises, Inc. since 2020. He also serves as a director of Amway Corporation, a privately held direct selling business.Randall J. Hogan (Chairman) 
66Chairman since 2018Committees: Compensation and Human Capital Randall J. Hogan (Chairman) ![[MISSING IMAGE: ph_randallhogan-4clr.jpg]](https://files.docoh.com/DEF 14A/0001104659-23-037721/ph_randallhogan-4clr.jpg)
16nVent Electric plcContentsthe 2023 Annual General Meeting our current Chief Executive Officer, Beth Wozniak, will serve as Board Chair, and Mr. Hogan will join the Compensation and Human Capital Committee and the Governance and Social Responsibility Committee.Proposal 1Danita K. OstlingDanita K. Ostling 
Director NomineeAge 61Independent Committees:Audit and Finance*![[MISSING IMAGE: ph_danitakostling-4clr.jpg]](https://files.docoh.com/DEF 14A/0001104659-23-037721/ph_danitakostling-4clr.jpg)
–— Accounting for eight years in London. In addition to her work at EY, Ms. Ostling also served in leadership roles for Citigroup, Inc. and the Financial Accounting Standards Board, or FASB. In 2021, Ms. Ostling joined the board of directors of Circle Internet Financial LLC,Limited, a global financial technology firm, and in 2022 she joined the board of Varsity Brands, Inc., a privately held American apparel company. Ms. Ostling was recommended by a third party search firm to our Governance and Social Responsibility Committee of the Board, which recommended to the Board to approve the nomination of Ms. Ostling to stand for election at the 2022 Annual General Meeting.companies.companies and ESG reporting. She will also bringbrings to our board her subject matter expertise with respect to accounting and audit standards, risk management and compliance.* Ms. Ostling will serve as a member of the Audit and Finance Committee upon completion of the 2022 Annual General Meeting.Nicola Palmer, and evaluation of cybersecurity breaches and potential accounting and financial controls impacts. 
202054 Committees: Audit and Finance Nicola Palmer ![[MISSING IMAGE: ph_nicolapalmer-4clr.jpg]](https://files.docoh.com/DEF 14A/0001104659-23-037721/ph_nicolapalmer-4clr.jpg)
transformation, cybersecurity, andtransformation; evaluating acquisitions and investments to drive innovation forward.2022 Proxy Statement; and cybersecurity, including governance, assessment, control evaluation, security engineering, incident response and on-going business continuity planning.17Proposal 1Herbert K. Parker 
201863 Committees: Audit and Finance (Chair, upon completion of the 2022 Annual General Meeting)Herbert K. Parker ![[MISSING IMAGE: ph_herbertkparker-4clr.jpg]](https://files.docoh.com/DEF 14A/0001104659-23-037721/ph_herbertkparker-4clr.jpg)
Greg Scheu 
202160 Committees:
(Chair)Greg Scheu ![[MISSING IMAGE: ph_gregscheu-4clr.jpg]](https://files.docoh.com/DEF 14A/0001104659-23-037721/ph_gregscheu-4clr.jpg)
Committees: Audit and Finance Beth A. Wozniak 18![[MISSING IMAGE: ph_bethawozniak-4clr.jpg]](https://files.docoh.com/DEF 14A/0001104659-23-037721/ph_bethawozniak-4clr.jpg)
nVent Electric plcProposal 1Beth A. Wozniak 
Director since 2018Age 57and , mergers and acquisitions,, risk management and business continuity planning, and contributes leadership expertise and insights to our Board.Jacqueline Wright 
202062IndependentCommittees:Compensation and Human CapitalGovernance and Social ResponsibilityMs. Wright is the Chief Digital Officer, Microsoft US, of Microsoft Corporation, a multinational technology company, having served in that role since 2019. Previously, she served from 2017 - 2019 as Chief Digital & Information Officer for HM Revenue& Customs, the British government tax department, under a two-year secondment arrangement. Prior to that, she served from 2011 to 2017 as Vice President, IT Strategic Enterprise Services of Microsoft Corporation. Before that, Ms. Wright served in chief information officer roles for companies including BP plc and General Electric Company. In 2021 Ms. Wright joined the board of directors of each of Exelixis, Inc., an oncology-focused biotechnology company, and Russell Reynolds Associates, Inc., a privately held global leadership advisory and search firm.Qualifications: Ms. Wright possesses extensive digital transformation experience, and contributes leadership in the areas of cybersecurity, technology advancement and the deployment of key customer experiences across multiple technology platforms.2022 Proxy Statement19Contentsthe 2023 Annual General Meeting, Ms. Wozniak will serve as Board Chair. Ronald L. Merriman and Messrs. Burris, Ducker, Hogan, Parker and 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 Ms. Wozniak (Chief Executive Officer)Officer and, as of the completion of our 2023 Annual General Meeting, Chair of our Board) is not independent.20192020 through 2021,2022, were (a) less than the greater of $1 million or 2% of that organization’s consolidated gross revenues during each of 2022, 2021 2020 and 2019;2020; and (b) not of an amount or nature that impeded the director’s exercise of independent judgment.DirectorDirector Relationship(s) Considered Ms. Aaholm Vice President and Chief Digital Officer, Cummins, Inc. Ms. Palmer Chief Product Development Officer,Technology Ambassador, Verizon Communications Inc. (now Chief Technology Ambassador)Ms. WrightChief Digital Officer, Microsoft US, Microsoft Corporation
20nVent Electric plc•at least a majority of the Board must consist of independent directors who meet the New York Stock Exchange, or 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.–— 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.”director on which the Board currently relies.director. Please see our director nominees’ biographies, which describe their respective experience, qualifications, attributes and skills relative to this list. Board NomineesExperience/Qualifications/Attributes/Skills Board Nominees Aaholm Burris Cameron Ducker Hogan Ostling Palmer Parker Scheu Wozniak Wright Cybersecurity • ● ● ● ● • • • 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 ● • ● • ● ● ● ● • • • • • Race/EthnicityRacial/Ethnic Diversity (self-identified) Black/African American ● • ● ● • GenderCaucasian • • • • • • • • MaleGender ● ● ● ● ● FemaleMale ● ● ●• ● ● • • • • Female • • • • • Non-Binary 2022 Proxy Statement2120232024 Annual General Meeting” below for more information.20232024 Annual General Meeting of Shareholders” below for more information.22nVent Electric plcprocess. Our Board’s oversight includes those risks relating to the COVID-19 pandemic, and our Board has reviewed and overseen and continues to monitor the risks we face related to COVID-19 as well as our management’s response and our strategies to address and help mitigate the risks we identify.Eachprocess, with each of our Board Committees focusesfocusing on specific risks within its respective area of responsibility. For example:●our Audit and Finance Committee focuses on our internal controls, including those relating to information technology and security systems, and discusses major enterprise-level risk exposures including those related to the COVID-19 pandemic;●our Compensation and Human Capital Committee annually assesses potential risks arising from compensation programs and policies, including compensation-related risks resulting from the impacts and uncertainties associated with COVID-19 on our business; and●Governance and Social Responsibility Committee provides oversight regarding our general approach and strategy for addressing ESG matters and risks relevant to us.However, Board believes that the overall enterpriseAudit and Finance Committee focuses on our internal controls, including those relating to information technology and cyber security, and discusses major enterprise-level risk management process is more properly overseen by the full Board. exposures;and cybersecurity matters, on a regular basis.![[MISSING IMAGE: tb_esg-pn.jpg]](https://files.docoh.com/DEF 14A/0001104659-23-037721/tb_esg-pn.jpg)
2022 Proxy Statement23Corporate Governance Matters●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.●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.2021.2022. To our knowledge, no related person transactions are currently proposed.●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.24nVent Electric plcCorporate Governance MattersChairmanChair 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.ChairmanChair of the Board and Chief Executive Officer. Ms. Wozniak currently serves as our Chief Executive Officer and Mr. Hogan currently serves as our Chairman of the Board.In addition, At the conclusion of our 2023 Annual General Meeting, Ms. Wozniak will assume the role of Chair of our Board and Mr. Hogan will join our Compensation and Human Capital Committee as well as our Governance and Social Responsibility Committee. The Board believes that the proposed leadership structure will work well for a number of reasons, including:willhas served as our Lead Director (see below);ChairmanChair is not an independent director. Our current Lead Director is Ms. Cameron. While our Chairman is now an independent director, the Board has elected to continue to select an independent Lead Director. The Lead Director has the responsibilities set forth in the Corporate Governance Principles, including: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 our company;●in conjunction with the Chair of the Compensation and Human Capital 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.Chairman,Chair, Lead Director and Governance and Social Responsibility Committee Chair who led a discussion of the assessment results at the following Board meeting.ChairmanChair 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.2022 Proxy Statement2520212022 is presented below. Ronald L. Merriman (Chair),Nicola Palmer,
Danita K. Ostling,
Nicola Palmer and
Greg Scheu.20222023 Annual General Meeting, the members ofMs. Aaholm will join the Audit and Finance Committee will be Herbert K. Parker (Chair), Danita K. Ostling, Nicola Palmer and Greg Scheu.
Committee. systems 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.Messrs. Merriman andMr. Parker and Ms. Ostling qualifies as an “audit committee financial expert” under SEC standards. 26nVent Electric plc
Susan M. Cameron,
Michael L. Ducker and
Jacqueline Wright.
determined to be independent
under SEC and NYSE rules. starting in 2021 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, 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.
Jerry W. Burris,
Susan M. Cameron
and Jacqueline Wright. 2022 Proxy Statement272021.2022. 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 non-employee directors 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 2021,2022, with an average attendance of over 98%99%. Ms. Wozniak and Mr. HoganAll directors attended the 20212022 Annual General Meeting, in person. All other directors nominated for election atthan Mr. Merriman, whose service ended on the 2021day of the 2022 Annual General Meeting joinedMeeting. Ms. Cameron, Ms. Ostling and Mr. Scheu attended by telephone due to health and safety considerations relating to the COVID-19 pandemic.20212021,2022, 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 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 Board Retainer $ 80,000 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 2021, Willis Towers Watson2022, 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). No changesThe Compensation and Human Capital Committee recommended, and the Board approved, an increase to the annual retainers were recommended or made.2021Board retainer from $80,000 to $85,000 for 2023.$130,000$140,000 in 2018. In December 2020, the Governance and Social Responsibility Committee, which was at that time responsible for reviewing and recommending director compensation, determined that, beginning in 2021, we would make the annual grants closer to our annual general meeting rather than on the first trading day in January of each year, which was our prior practice. As a result, we did not make a grant in January 2021 and instead director grants were made in conjunction with our 2021 annual general meeting in May 2021. Accordingly, director grants in 2021 were pro-rated on a one-time to account for the shift in timing.
2022.20212022 review of director compensation with Willis Towers Watson,WTW, the Compensation and Human Capital Committee recommended that the Board increase the amount of the annual grant, from $130,000 to $140,000. The Board approved this increaseeffective in February 2022, acknowledging that 2022 grants will be made in conjunctionconnection with the 2022 Annual General Meeting.28nVent Electric plc2021 Share
Ownership(1) 12/31/2021
Market Value
($)(2) Ownership
Guideline
($) Progress
Toward
Guideline Jerry W. Burris 41,082 1,561,116 400,000 Met Susan M. Cameron 16,145 613,510 400,000 Met Michael L. Ducker 22,639 860,282 400,000 Met Randall J. Hogan 683,995 25,991,828 400,000 Met Ronald L. Merriman 43,725 1,661,541 400,000 Met Nicola Palmer 10,923 415,063 400,000 Met Herbert K. Parker 22,639 860,282 400,000 Met Greg Scheu 5,591 212,458 400,000 On track (3) Jacqueline Wright 12,294 467,172 400,000 Met (1)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 31, 2021 of $38.00.(3)Non-employee directors have until the later of five years after their election or appointment as a director to meet the stock ownership guideline. Mr. Scheu was first elected as a director in 2021, and therefore does not need to meet the stock ownership guideline until 2026.
Ownership(1)
Market Value
($)(2) Ownership
Guideline
($) Progress
Toward
Guideline Jerry W. Burris 44,674 1,718,609 400,000 Met Susan M. Cameron 19,440 747,857 400,000 Met Michael L. Ducker 26,231 1,009,107 400,000 Met Randall J. Hogan 629,564 24,219,346 400,000 Met Danita K. Ostling 4,053 155,919 400,000 On track(3) Nicola Palmer 14,670 564,360 400,000 Met Herbert K. Parker 26,592 1,022,994 400,000 Met Greg Scheu 13,644 524,885 400,000 Met Jacqueline Wright 15,611 600,555 400,000 Met 2021.(a) (b) (c) (d) (e) (f) (g) (h) Name Fees
Earned
or Paid
in Cash
($) Stock
Awards
($)(1) Option
Awards
($)(2) Non-Equity
Incentive Plan
Compensation
($) Change in
Pension Value
and Deferred
Compensation
Earnings
($) All Other
Compensation
($) Total
($)Jerry W. Burris 110,000 176,787 – – – – 286,787 Susan M. Cameron 124,571 176,787 – – – – 301,358 Michael L. Ducker 107,000 176,787 – – – – 283,787 Randall J. Hogan 220,000 176,787 – – – – 396,787 Ronald L. Merriman 112,500 176,787 – – – – 289,287 Nicola Palmer 92,500 176,787 – – – – 269,287 Herbert K. Parker 92,500 176,787 – – – – 269,287 Greg Scheu 77,950 176,787 – – – – 254,737 Jacqueline Wright 95,000 176,787 – – – – 271,787 2022 Proxy Statement29 (a) (b) (c) (d) (e) (f) (g) (h) Name Fees
Earned
or Paid
in Cash
($)
Awards
($)(1)
Awards
($)(2) Non-Equity
Incentive Plan
Compensation
($) Change in
Pension Value
and Deferred
Compensation
Earnings
($) All Other
Compensation
($) Total
($) Jerry W. Burris 110,000 139,991 — — — — 249,991 Susan M. Cameron 125,000 139,991 — — — — 264,991 Michael L. Ducker 107,000 139,991 — — — — 246,991 Randall J. Hogan 220,000 139,991 — — — — 359,991 Ronald L. Merriman 41,249 — — — — 41,249 Danita K. Ostling 58,584 139,991 198,575 Nicola Palmer 92,500 139,991 — — — — 232,491 Herbert K. Parker 105,167 139,991 — — — — 245,158 Greg Scheu 92,500 139,991 — — — — 232,491 Jacqueline Wright 95,000 139,991 — — — — 234,991 (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 2021. Name Unvested
Restricted stock units are valued at market value on the date of grant and are expensed over the vesting period. As of December 31, 2021, each then-serving non-employee director had the unvested restricted stock units and deferred share units shown in the table below.
Stock Units Name Unvested
Restricted
Stock Units Deferred
Share UnitsJerry W. Burris 5,591 – Susan M. Cameron 5,591 – Michael L. Ducker 5,591 – Randall J. Hogan 5,591 – Ronald L. Merriman 5,591 482 Nicola Palmer 5,591 – Herbert Parker 5,591 – Greg Scheu 5,591 – Jacqueline Wright 5,591 – (2)No stock options were granted to our non-employee directors during 2021 or 2020. As of December 31, 2021, the following then-serving non-employee directors had the following outstanding stock options: Jerry W. Burris – 22,017; Randall Hogan – 829,807; and Ronald L. Merriman – 28,324. 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. 4,053 30nVent Electric plcSusan M. Cameron 4,053 Michael L. Ducker 4,053 Randall J. Hogan 4,053 Danita K. Ostling 4,053 Nicola Palmer 4,053 Herbert Parker 4,053 Greg Scheu 4,053 Jacqueline Wright 4,053 ContentsDecember 31, 2022, the following then-serving non-employee directors had the following outstanding stock options: Jerry W. Burris — 18,070; and Randall 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 2018.20232024 Annual General Meeting. 2022 Proxy Statement31 
Committee Report2021.
Susan M. Cameron
Michael L. Ducker
Jacqueline Wright32nVent Electric plc2021:
2022:NameName Position Beth A. Wozniak 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 Joseph A. RuzynskiPresident of EnclosuresLynnette R. HeathAravind Padmanabhan Executive Vice President, and Chief Human ResourcesTechnology Officer $2.5$2.9 billion in sales, high-performance electrical company with a dedicated team of approximately 9,90010,400 people and trusted brands such as nVent CADDY, ERICO, HOFFMAN, RAYCHEM, SCHROFF and TRACER. We design, manufacture, market, install, and service high performance products and solutions that connect and protect some of the world’s most sensitive equipment, buildings, and critical processes in the industrial, commercial & residential, energy and infrastructure verticals. We offer a comprehensive range of enclosures, electrical connections and fastening, and thermal management solutions across industry-leading brands that are recognized globally for quality, reliability and innovation. From heat trace cables to critical equipment enclosures to labor-efficient fastening systems, we enable customers to improve performance, lower costs and reduce downtime.theythese 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 customers2022 Proxy Statement33ContentsSpark, positively impacting our business and growing their careers20212021year. We are proudyear of the dedication and teamwork of our employees across the globe as they continued to deliver for our customers.performance. For the full year, we had impressive growth and strong execution resulting in record sales of $2.5$2.9 billion, demonstrating impressivedouble digit earnings per share growth, margin expansion and robust cash flow.execution. margin expansion.overcame supply chainreturned approximately $183 million in cash to shareholders through dividends and inflationary challenges to deliver Return on Sales, or ROS, expansionshare repurchases.year, and we continued to generate strong free cash flow.We executed well on our strategy throughout69th percentile of the year. We completed two acquisitions, Vynckier and CIS Global, launched 58 new products and continued to accelerate our digital transformation. We prioritized the safety and well-being of employees and focused on inclusion and diversity, making nVent a great place to work.
S&P 400 Industrials. •![[MISSING IMAGE: bc_sales-pn.jpg]](https://files.docoh.com/DEF 14A/0001104659-23-037721/bc_sales-pn.jpg)
Sales of $2.5 billion were up 23% relative to 2020, with broad-based growth across all segments and verticals. •Operating income was $255 million compared to $38 million in 2020. On an adjusted basis, Segment Income was $436 million, up from $348 million in 2020.•Full-year net cash provided by operating activities was $373 million and total Free Cash Flow was $334 million. We delivered full-year Free Cash Flow of 100% of adjusted net income.•We returned approximately $230 million in cash to shareholders through dividends and share repurchases.•Our 67% annualized total shareholder return (TSR) as of December 31, 2021 was at the 92nd percentile of our compensation comparator group, and the 95th percentile of the S&P 400 Industrials.
20212022 were $2,909 million, up 18% compared to $2,462 million up 23% compared to $1,999 million in 2020.2021. Sales is a key metric in our Management Incentive Plan, detailed beginning on page 41. 
![[MISSING IMAGE: bc_adjustedeps-pn.jpg]](https://files.docoh.com/DEF 14A/0001104659-23-037721/bc_adjustedeps-pn.jpg)
Full-year reported earnings per share (“EPS”) was $2.38 in 2022 compared to $1.61 in 2021 compared to $(0.28) in 2020.2021. Adjusted EPS was $2.40 in 2022, up 22% compared to $1.96 in 2021, up 31% compared to $1.50 in 2020.2021. EPS is a key metric in our Management Incentive Plan, detailed beginning on page 41.40. ![[MISSING IMAGE: bc_freecashflow-pn.jpg]](https://files.docoh.com/DEF 14A/0001104659-23-037721/bc_freecashflow-pn.jpg)
Full-year net cash provided by operating activities was $373$395 million and total free cash flow was $334$351 million in 2021.2022. This compares to full-year net cash provided by operating activities of $344$373 million and total free cash flow of $306$334 million in 2020.2021. Free cash flow is a key metric in our Management Incentive Plan, detailed beginning on page 41.40. *Please see Appendix A for reconciliation of GAAP to non-GAAP financial measures included in this section.34nVent Electric plcContentsGAAP to non-GAAP financial measures included in this section. Performance as of December 31, 2021
Total Shareholder Return = Share Price Appreciation + Dividend Yield (annualized)Pay for Performance CultureOur executive compensation programs reflect the belief that the amount earned by our executives depends on achieving rigorous company objectives designed to enhance shareholder value. The chart below shows the payout as a percentage of target under our performance-based annual and long-term incentive programs and total return to shareholders over Ms. Wozniak’s tenure as CEO, illustrating the strong correlation between pay and the performance we are delivering to our shareholders. Additional information about our short- and long-term incentive programs begins on page 40.Three-Year Annual TSR vs. Incentive Payouts
(1)Annual TSR is from 1/1 to 12/31(2)We awarded our first performance share unit grant in 2018, with a performance period that began on January 1, 2018 and ended December 31, 2020. As indicated in the chart, based on our Adjusted EPS performance during the three-year period, we did not pay out the underlying performance share units to our executive officers, including our Named Executive Officers. Additional information about our short- and long-term incentive programs can be found on page 40.2022 Proxy Statement35![[MISSING IMAGE: bc_annualizedtotal-pn.jpg]](https://files.docoh.com/DEF 14A/0001104659-23-037721/bc_annualizedtotal-pn.jpg)
•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.•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.20212022 used the following direct compensation elements: Pay Element DescriptionDescription Link to Strategy and Performance Base Salary Annual Incentive Compensation financialbusiness performance Long-Term Incentive Compensation (“LTI”) 20212022 for our Chief Executive Officer and the average of the other Named Executive Officers is shown in the chart on page 39.36nVent Electric plcWhat We Do What We Don’t Do![[MISSING IMAGE: ic_whatwedo-pn.jpg]](https://files.docoh.com/DEF 14A/0001104659-23-037721/ic_whatwedo-pn.jpg)
Comprehensive clawback 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 
![[MISSING IMAGE: ic_whatwedont-pn.gif]](https://files.docoh.com/DEF 14A/0001104659-23-037721/ic_whatwedont-pn.gif)
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 2021,2022, we continued our shareholder engagement initiative pursuant to which members of the Board and management met with shareholders representing approximately 29%32% of our outstanding ordinary shares on a range of issues. Through these engagements, we received feedback in support of our existing executive compensation programs. In our 20212022 advisory vote on the compensation of our Named Executive Officers (“Say-on-Pay”), approximately 82%94% of the votes cast by our shareholders were cast in favor of our executive compensation “Say-on-Pay.” The Compensation and Human Capital Committee remains committed to continuing the dialogue with shareholders regarding our compensation philosophy and practices and considered the Say-on-Pay vote results in the context of engaging with shareholders and designing our executive compensation programs.2022 Proxy Statement37Compensation Discussion and Analysis Shareholder Themes Our Actions Response Support for changes to our annual and long-term incentive programs•The additionConsider updating the single-trigger equity vesting provision in the event of a People & Culture Scorecardchange-in-control 2021 annual incentive plan with quantitative metrics alignedequity-based award agreements for any awards granted after December 11, 2022 to our inclusion and diversity strategy was viewed positively. Additional detailsprovide for “double trigger” vesting of any awards on our People & Culture Scorecarda change in control, such that vesting will not be accelerated to the extent the awards are provided on page 43.assumed or substituted for by the acquirer in the transaction. If an outstanding equity-based award is not assumed or substituted for upon a change in control, the award will become immediately vested. •Shareholders also providedContinued positive feedback on the replacementinclusion of Adjusted EPS with Relative Total Shareholder Return (“TSR”)the Environmental, Social, and Governance (ESG) Scorecard in our Performance Share Unit plan. Additional details on our Performance Share Unitannual incentive plan are provided on page 44.Consider inclusion of an environmental metric incentive plans•The Committee approved the addition of an environmental metric for our 20222023 annual incentive plan. This metric ties to our Planet Goals disclosed in our ESG Report. With the addition of this metric to the MIP, the People & Culture Scorecard will be renamed the ESG Scorecard. Additional details are provided on page 47.Expand the disclosure on the one-time performance based supplemental grant awarded to named executive officers•In February 2021, the Committee approved a one-time performance based supplemental stock award for our executive officers, including our Named Executive Officers to align the team with our goal of emerging stronger from the pandemic. These awards were granted in light of multiple factors:•in recognition of the extraordinary efforts by our senior leadership during 2020 in directing our response to the COVID-19 pandemic,•in consideration of the negative impact of the pandemic on our 2018-2020 and 2019-2021 performance share units, which had been trending near 75% and 100% of target prior to the pandemic respectively, and•to serve as added retention and performance incentive for our executive officers, who the Committee believed were critical to our efforts to grow the business and deliver value to shareholders. We believe that our 2021 financial performance, and our executive officers’ contributions to that performance, have demonstrated the value that they can deliver to our shareholders.•Additional details, including the goal setting process, are provided on page 45.•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: electrical components and equipment, electronic components and industrial machinery.38nVent Electric plcWillis Towers WatsonWTW to develop our Comparator Group for use in setting target compensation for 20212022 for our executive officers, including our Named Executive Officers. Our Comparator Group for 20212022 included the following 1820 peer companies, which had revenues ranging from approximately $493 million$1.2 billion to $4.5$5.5 billion, with median revenues of approximately $2.5$3.1 billion: Acuity Brands, Inc. Altra Industrial Motion Corp. AMETEK, Inc Atkore Inc. Atkore International Group Inc. Belden Inc. Colfax Corporation (n/k/a Enovis Corporation) Enerpac Tool Group Corp. (formerly Actuant Corporation) EnerSys EnerSysGenerac Holdings Inc. Graco Inc. Hubbell Incorporated IDEX Corporation ITT Inc. Kennametal Inc. Lincoln Electric Holdings, Inc. Littelfuse, Inc. Regal Beloit Corporation Regal Rexnord Corporation Sensata Technologies Holding plc SPX Corporation SPX CorporationThe Timken Company Woodward, Inc. 20222023 compensation, the Committee removed Enerpac Tool Group Corp. and added Sensata Technologies Holding plc, Kennametal Inc., and Altra Industrial Motion Corp.47)44) and standard retirement and health and welfare benefits (see page 49)46).2021
(1)Target Direct Compensation Mix for Other Named Executive Officers was calculated using their December 31 base salary, 2021 target annual incentive compensation and 2021 target long-term incentive compensation.![[MISSING IMAGE: pc_targetdirect-pn.jpg]](https://files.docoh.com/DEF 14A/0001104659-23-037721/pc_targetdirect-pn.jpg)
2022 Proxy Statement39Compensation Discussion and Analysis2021,2022, the Committee approved the following 20212022 base salaries effective as of JulyMarch 1, 2021:Named Executive Officer2021 Base SalaryCommentsMs. Wozniak$927,000•Increase of 3% based on her performance, responsibility, and market competitivenessMs. Zawoyski$490,000•Increase of 5% based on her performance, responsibility, and market competitivenessMr. Lammers$487,000•Increase of 2% based on his performance, responsibility, and market competitivenessMr. Ruzynski$458,000•Increase of 4% based on his performance, responsibility, and market competitivenessMs. Heath$415,000•Increase of 3% based on her performance, responsibility, and market competitivenessIn response to the impact of COVID-19 on our business, the Committee approved delaying 2021 base salary changes, which historically were effective January 1st, to July 1, 2021 for our executive officers, including Named Executive Officers. In addition to delaying base salary changes in 2021, management recommended, and the Committee approved moving the effective date for base salary increases for our executive officers, including Named Executive Officers from January 1st to March 1st beginning in 2022 to align with the annual merit planning timeline for non-executive officers.2021 Incentive Compensation ChangesAs previously disclosed, the Compensationreflect their performance, responsibility, and Human Capital Committee adopted changes to our incentive compensation program for our Named Executive Officers for 2021 to place greater emphasis on the performance measures that we believe most directly reflect our financial performance, and more effectively drive strategic objectives while closely aligned with competitive market practice. Specifically, for 2021, we implemented the following changes: Named Executive Officer 2021 Base Salary 2022 Base Salary Ms. Wozniak $927,000 $970,000 Ms. Zawoyski $490,000 $520,000 Mr. Ruzynski $458,000 $480,900 Mr. Lammers $487,000 $505,000 Mr. Padmanabhan $450,000 $472,500 In establishing the 2021 performance goals and potential payouts for our annual incentive plan for management, which we call the Management Incentive Plan (“MIP”), the Committee made two design changes from 2020:Introduced a new People & Culture Scorecard performance metric. The 2021 People & Culture Scorecard was weighted at 15% of the total potential payout for all MIP participants, including our Named Executive Officers. The measures selected for the scorecard were intended to help drive progress towards the People Goals disclosed in our ESG Report. We believe our business benefits from the unique contributions of individuals with varying backgrounds and experiences, and our inclusive workplace culture empowers employees to contribute their best. Our scorecard focuses on quantitative measures to help drive year-over-year improvement in the following categories:•Inclusion Index score from our quarterly pulse engagement survey – This was selected to reinforce the importance of a company culture that is inclusive and where our employees are engaged.•Employee Resource Group membership – Employee Resource Groups (ERGs) are formed by employees who share a common interest, background or experience with a purpose to support each other, foster awareness of diversity and promote inclusion and respect.•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 of racially diverse U.S. professional employees.•Global gender representation for our professional and management populations – This ties directly to our 2025 People Goal of increasing representation of women in management globally by 20% by 2025. As disclosed in the People and Culture Scorecard Measure table under the heading “Annual Incentives”, approximately 25% of our global professional and management employees were female as of December 31, 2021. Approximately 23% of our total workforce were female as of December 31, 2021. Gender representation in the People & Culture Scorecard considers all professional and management employees and is not limited to EEO-1 categories.•U.S. racial representation for our professional and management populations – 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 People and Culture Scorecard Measure table under the heading “Annual Incentives”, approximately 19% of our U.S. professional and management employees were racially diverse as of December 31, 2021. Approximately 36% of our total U.S. workforce were racially diverse as of December 31, 2021. Racial representation in the People & Culture Scorecard considers all professional and management employees and is not limited to EEO-1 categories.40nVent Electric plcCompensation Discussion and AnalysisReplaced the Segment Income performance measure with Adjusted EPS for Enterprise participants including our Named Executive Officers. As described below under the heading “Long-Term Incentive Compensation”, we replaced the Adjusted EPS performance measure in our Long-Term Incentive Plan with Relative TSR in 2021. Given its strong alignment in creating shareholder value, the Committee believes Adjusted EPS is a critical performance measure for nVent, and by moving it to the MIP we increase the number of employees whose incentive compensation is linked to Adjusted EPS.Long-Term Incentive CompensationThe Committee replaced the Adjusted EPS growth performance measure for our performance share units granted in 2021 with Relative TSR compared to the S&P 400 Industrials Index. In establishing the performance share unit plan for 2021, in partnership with management and the Committee’s independent advisor, the Committee considered several factors, including:•Our business strategy and focus on growth•Shareholder feedback during engagement calls•Our comparator group, and general industry practices•Overall balance of metrics in our annual, and long-term incentive program•Line of sight for participantsThe Committee selected Relative TSR because it helps ensure continued alignment of our executives’ incentives with the interests of our shareholders, and supports our focus on growing the business. Relative TSR balances well with our overall incentive structure framework and is easy for our participants to understand and track. During our shareholder engagement calls in 2020, we had a number of discussions regarding TSR versus Return on Invested Capital (ROIC). While ROIC remains an important metric to management and the Committee, the Committee decided that TSR is more appropriate to use in the incentive program at this time, as we are still a relatively new business focused on driving growth.In addition to the changes noted above, management recommended, and the Committee approved moving the annual grant date for our executive officers, including our Named Executive Officers, from the first business day in January to the first business day in March to align with the grant date of our non-executive officer population.Annual Incentives2021,2022, we provided cash annual incentive compensation to our executive officers, including the Named Executive Officers, under our MIP.Management Incentive Plan (“MIP”). MIP awards were granted under the nVent Electric plc 2018 Omnibus Incentive Plan.2022 Proxy Statement41Compensation Discussiontargeted levels of annual incentive compensation opportunities and Analysis2021,2022, were as follows: 2021 Target
(% of Base
Salary) 2021
Target
($)Beth A. Wozniak 115% 1,066,050 Sara E. Zawoyski 75% 367,500 Jon D. Lammers 70% 340,900 Joseph A. Ruzynski 75% 343,500 Lynnette R. Heath 70% 290,500 2022 Target
(% of Base
Salary) 2022
Target
($) Beth A. Wozniak 125% 1,212,500 Sara E. Zawoyski 80% 416,000 Joseph A. Ruzynski 80% 384,720 Jon D. Lammers 75% 378,750 Aravind Padmanabhan 80% 378,000 and individual performance, as described below.Measures20212022 MIP, the Committee approved, based on recommendations of our Chief Executive Officer, the following performance measures, which applied to each of our Named Executive Officers: Revenue, Adjusted Earnings Per Share, Free Cash Flow, and the People & CultureEnvironmental, Social and Governance (ESG) Scorecard, each measured with respect to enterprise-wide performance.Performance Measure Weight
(%) Threshold
(Required for any
payout; 50%
payout) Target
(100% payout) Superior
Performance
(200% payout)Revenue (gross sales less applicable deductions for discounts, returns, and price adjustments) 30 $1,999 million $2,143 million $2,293 million Adjusted Earnings Per Share 30 $1.48 $1.70 $1.94 Free Cash Flow (cash from operating activities less capital expenditures, plus proceeds from sale of property and equipment) 25 $245 million $288 million $345 million People & Culture Scorecard 15 See following chart Performance Measure Weight
(%) Threshold
(Required for any
payout; 50%
payout) Target
(100% payout) Superior
Performance
(200% payout) Revenue (gross sales less applicable deductions for discounts, returns,
and price adjustments, excluding revenue from acquisitions for the year in
which the acquisition is completed) 30 $2,488 million $2,676 million $2,863 million Adjusted Earnings Per Share 30 $1.96 $2.20 $2.44 Free Cash Flow (cash from operating activities less capital expenditures,
plus proceeds from sale of property and equipment) 25 $317 million $373 million $448 million ESG Scorecard 15 See following chart Category People & CultureESG Scorecard, as well as the weight assigned to each goal and the corresponding payout levels, were were as follows. More detail on each goal is providedfollows: ESG Scorecard Measure Weight
(%) Threshold
(Required for any
payout; 50%
payout) Target
(100% payout) Superior
Performance
(200% payout) Employee engagement survey scores for inclusion index 20 69.75 71.00 72.25 Increase the percentage of global professional slates that have diverse candidates 20 75% 85% 95% Increase gender diversity of our global professional population 20 3% growth 5% 7% Increase racial diversity of our U.S. professional population 20 5% growth 7% 9% Reduction in Scope 1 and Scope 2 CO2 Emissions1 20 2% reduction 5% 10% the section “2021 Incentive Compensation Changes-Annual Incentive Compensation.”People & Culture Scorecard Measure Weight
(%) Threshold
(Required for any
payout; 50%
payout) Target
(100% payout) Superior
Performance
(200% payout)Employee engagement survey scores for inclusion index 20 69% 70.5% 72% Grow Employee Resource Group (ERG) membership 20 25% growth 50% 75% Increase the percentage of global professional slates that have diverse candidates 20 45% 55% 65% Increase gender diversity of our global professional population 20 3% growth 5% 7% Increase racial diversity of our U.S. professional population 20 4% growth 6% 8% 42nVent Electric plcCompensation Discussion and AnalysisPayouts2021,2022, actual results as measured by the performance goals under the MIP for each of our Named Executive Officers were as follows:Financial Performance Measure Weight
(%) 2021 Results
($) Payout
(%) Weighted
Payout
(%)Revenue (As Adjusted for factors specified below) 30 2,374 million 200% 60% Adjusted EPS (As Adjusted for factors specified below) 30 1.96 200% 60% Free Cash Flow 25 334 million 180.7% 45.2% Total for Financial Performance 85 165.2% People & Culture Scorecard Measure Weight
(%) 2021 Results Payout
(%) Weighted
Payout
(%)Employee engagement survey scores for inclusion index 20 69.75% 75% 2.3% Grow Employee Resource Group (ERG) membership 20 106% growth 200% 6.0% Increase the percentage of global professional slates that have diverse candidates 20 76% 200% 6.0% Increase gender diversity of our global professional population
(% of global professional and management population who identify as female) 20 4% growth (25.44%) 83.9% 2.5% Increase racial diversity of our U.S. professional population
(% of U.S. professional and management population who identify as racially diverse) 20 9% growth (19.38%) 200% 6.0% Total for Non-Financial Performance 152% 22.8% Financial Performance Measure Weight
(%) 2022 Results
($) Payout
(%) Weighted
Payout
(%) Revenue (As Adjusted for factors specified below) 30 2,970 million 200% 60% Adjusted EPS (As Adjusted for factors specified below) 30 2.40 183% 55% Free Cash Flow 25 351 million 80% 20% Total for Financial Performance 85 135% ESG Scorecard Measure Weight
(%) 2022 Results Payout
(%) Weighted
Payout
(%) Employee engagement survey scores for inclusion index 20 72.33 200% 6% Increase the percentage of global professional slates that have diverse candidates 20 71% 0% 0% Increase gender diversity of our global professional population
(% of global professional and management population who identify as female) 20 4.8% growth (26.67)% 97% 3% Increase racial diversity of our U.S. professional population
(% of U.S. professional and management population who identify as racially diverse) 20 16.0% growth (22.48)% 200% 6% Reduction in Scope 1 and Scope 2 CO2 Emissions 20 9.8% reduction 195% 6% Total for Non-Financial Performance 15 138% 21% Payout as a %
of Target
(%) Total MIP Payout 156% 188%(-$32 million) and revenue contributed from acquisitions (-$56($61 million). Adjustments to EPS for factors specified in the MIP included: restructuring and other charges ($912 million), intangible asset amortization ($6871 million), pension mark-to-marketmark to market gain ($1566 million), and certain acquisition related costs ($41 million), and loss on early extinguishment of debt ($15 million).“Bonus” and “Non-Equity Incentive Plan Compensation” columnscolumn under “Executive Compensation Tables-Summary Compensation Table.” TheIncentives2022 Proxy Statement43Compensation Discussion and Analysis2021 Annual2022 Long-Term Incentive Awards20212022 was as follows: 2021
![[MISSING IMAGE: pc_equitymix-pn.jpg]](https://files.docoh.com/DEF 14A/0001104659-23-037721/pc_equitymix-pn.jpg)
In keeping with its philosophy that executive compensation must be tied to building and sustaining value through ordinary share performance over time, the Compensation and Human Capital Committee establishes long-term incentive compensation targets with reference to both published survey data and data from our Comparator Group. The Committee does not set award levels based on a particular peer group benchmark or any single factor. Rather, the Committee seeks to provide appropriate retention and performance incentives based on a wide range of factors, such as competitive conditions for the Named Executive Officer’s position with the Comparator Group and in the broader employment market, as well as the Named Executive Officer’s level of responsibility, experience, and individual performance. 2021,2022, the Committee referenced benchmark data (including compensation surveys, Comparator Group information, and other data provided by Willis Towers Watson)WTW) in setting target dollar award levels for each Named Executive Officer and for each position or grade level.20212022 long-term incentive compensation awards granted to the Named Executive Officers: 2021 2022 Target
Award Opportunity
($) Beth A. Wozniak 4,900,000 5,000,000 Sara E. Zawoyski 1,250,000 1,350,000 Joseph A. Ruzynski 850,000 Jon D. Lammers 750,000 800,000 Joseph A. RuzynskiAravind Padmanabhan 775,000Lynnette R. Heath 600,000 700,000 December 2020February 2022 the elements and mix of long-term incentive compensation granted effective March 1, 20212022 under the nVent Electric plc 2018 Omnibus Incentive Plan. The Committee granted all then-serving Named Executive Officers a mix of the following components: stock options, restricted stock units, and performance share units.2021,2022, the Committee maintained the long-term incentive award mix 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 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 2021 relating to the 2021-2023 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 2021 are as follows:Metrics Weight Threshold
(50% payout) Target
(100% payout) Superior
Performance
(200% payout) Relative TSR 100.0% 25thpercentile100.0% 50thpercentile
25th
percentile
50th
percentile
75th
percentile 44nVent Electric plc•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 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 as, and only to the extent that, the related restricted stock units vest. One-third of the restricted stock units vest on each of the first, second, and third anniversaries of the grant date.20212022 are reflected under “Executive Compensation Tables-Grants of Plan-Based Awards in 2021.2022.” The value of restricted stock units that vested for each Named Executive Officer in 20212022 and the value of options exercised by each Named Executive Officer in 20212022 are shown in the table under “Executive Compensation Tables-2021Tables-2022 Option Exercises and Stock Vested Table.”2021 Supplemental Grant of Performance Share UnitsIn February 2021, the Committee approved a one-time performance-based supplemental stock award for our executive officers, including our Named Executive Officers. These awards were granted in light of multiple factors:•in recognition of the extraordinary efforts by our senior leadership during 2020 in directing our response to the COVID-19 pandemic,•in consideration of the negative impact of the pandemic on our 2018-2020 and 2019-2021 performance share units, which paid out at 0% and 50% of target compared to the 75% and 100% of target they had been trending near prior to the pandemic respectively, and•to serve as added retention and performance incentive for our executive officers, who the Committee believed were critical to our efforts to grow the business and deliver value to shareholders. We believe that our 2021 financial performance, and our executive officers’ contributions to that performance, have demonstrated the value that they can deliver to our shareholders.Vesting of this one-time grant is subject to service requirements and achievement of absolute stock price hurdles directly tied to our objective of emerging stronger from the pandemic, ensuring that any amounts received by our executive officers are contingent on delivery of shareholder value.In establishing the framework for this one-time performance based stock award, it was important to the Committee that there be performance criteria directly tied to our goal of emerging stronger. The Committee worked with its independent advisor to review market prevalence of long-term incentive measures among peer companies and ultimately selected stock price hurdles with a goal of getting our stock price to reach and exceed pre-pandemic performance levels. The Committee also believed the stock price hurdles would complement the Relative TSR performance measure that replaced Adjusted EPS for our annual performance share unit granted in 2021.The Committee went through a rigorous process in establishing the three escalating stock price hurdles that would serve as the performance measures for the supplemental award over the 2021-2023 performance period. The Committee and its independent advisor, in partnership with management, considered a number of data points in setting the stock price hurdles including:•The rolling three-year average total shareholder return of the S&P 400 ending December 31, 2018, 2019 and 2020, which was 7% at the median,•nVent stock price performance during 2020, and•Analyst expectations.Based on these factors, the Committee set the stock price hurdles using an 8% growth rate for each hurdle. Unlike TSR, the 8% compound annual growth rate represented by the stock price hurdles does not include the value of our dividends (3.0% yield based on closing stock price of $23.29 on December 31, 2020).Under the supplemental grant, the Named Executive Officers will have three years to achieve the performance goals. One-third of the award will vest each time the associated hurdle is achieved and the service requirement is met. To mitigate the possibility of a windfall from a short-lived change in our stock price, the share price hurdle is only considered achieved2022 Proxy Statement45Compensation Discussion and Analysisafter 20 consecutive trading days on which the share price closes at or above the hurdle. No portion of the award will vest within the first 12 months of the grant date, consistent with the minimum vesting period of the nVent Electric plc 2018 Omnibus Incentive Plan. The stock price hurdles and underlying service requirements are as follows:Vesting RequirementsStock PriceHurdleRequirementsService RequirementsPayout OpportunityAverage Closing Stock Price: $24.31(1/29/2021 - 2/26/2021)First Tranche$26.251 year from grant date1/3 of the award8.0%Second Tranche$28.352 years from grant date1/3 of the award16.6%Third Tranche$30.623 years from grant date1/3 of the award26.0%The Named Executive Officers have three years from the date of grant to earn any, or all three, tranches. To help ensure retention, an individual must be employed for at least one year from the day of grant to receive the first tranche of the award, at least two years from the day of grant to receive the second tranche, and three years from the day of grant to receive the third tranche.Due to the strong performance of our stock during 2021, all three stock price hurdles have been achieved. However, the awards remain subject to the continued employment requirements, and none of the tranches will vest until the associated service requirements have been met.In determining the amount of the supplemental grants, the Committee, in consultation with its independent advisor, reviewed existing stock ownership levels, past performance-based awards, shareholder alignment objectives, competitive award levels, and internal equity. The amounts granted to our Named Executive Officers are as follows:2021 SupplementalPerformance Share UnitAward Value($)Beth A. Wozniak2,100,000Sara E. Zawoyski500,000Jon D. Lammers500,000Joseph A. Ruzynski325,000Lynnette R. Heath300,000The Committee also considered and concluded that the value that would be created for shareholders upon the achievement of the above performance conditions and shared with the Named Executive Officers was reasonable and appropriately aligned with shareholders, as outlined in the chart below: Stock Price Hurdle Market Cap Market Cap
Created Compensation
Delivered
to Named
Executive
Officers Named
Executive Officer
Compensation as
% of Market Cap
CreatedShares Outstanding on Date of Grant (3/1/2021) 167,635,481 Starting Stock Price $24.31 $4,075,218,543 First Tranche $26.25 $4,400,431,376 $325,212,833 $1,241,482 0.38% Second Tranche $28.35 $4,752,465,886 $677,247,343 $2,482,940 0.37% Third Tranche $30.62 $5,132,998,428 $1,057,779,885 $3,724,470 0.35% The total number of supplemental performance share units and the values of the awards granted to each Named Executive Officer in 2021 are reflected under “Executive Compensation Tables-Grants of Plan-Based Awards in 2021.”46nVent Electric plcCompensation Discussion and Analysis2019-2021 PSUs2019,2020, relating to the three-year performance period 2019-2021.2020-2022. Each performance unit entitled the holder to one ordinary share following the end of the three-year performance period if we achieved specific company performance goals on metrics established by the Committee. The performance metric selected by the Committee for the 2019-20212020-2022 performance period was Adjusted EPS. Payouts would be scaled for performance between threshold and target and between target and maximum.2019-20212020-2022 performance period as reflected in the chart below:Metrics Weight Threshold
(50% payout)Target
(100% payout)Superior
Performance
(200% payout)Excellence
(300% payout)Results Payout Adjusted EPS Growth 100.0% $1.96 $2.19 $2.58 $2.71 $1.96 50% * Metrics Weight Threshold
(50% payout) Target
(100% payout) Superior
Performance
(200% payout) Results Payout Adjusted EPS Growth 100.0% $ 2.00 $ 2.24 $ 2.64 $ 2.40 142% included in this section.2022 Changes to Executive CompensationAnnual Incentive CompensationIn establishing the 2022 MIP performance goals and potential payouts in December 2021, the Compensation and Human Capital Committee decided to rename the People & Culture Scorecard, the ESG Scorecard in order to broaden the focus of the scorecard and further align with our ESG goals reported in our ESG Report. Along with renaming the scorecard, the Committee approved the addition of an environmental metric that is aligned to our Planet Goals disclosed in our ESG Report. As described under the heading “Shareholder Engagement Initiatives”, the Committee selected this metric for inclusion in the 2022 MIP as a response to requests from our shareholders to include an environmental metric in our incentive plans. This metric will replace the Employee Resource Group membership growth metric. Additional details on this metric will be included in our proxy statement for our 2023 annual general meeting of shareholders.In 2021, in response to concerns over the riskEach of identity theft for our Named Executive Officers and the potential impact of an identity theft incident on our business, the Compensation and Human Capital Committee approvedis also eligible to receive an annual reimbursement of up to $350 per Named Executive Officer for costs incurred for identity theft protection services. TheseWe also make charitable contributions to registered nonprofit organizations on behalf of each of our Named Executive Officers. Other than with regard to the charitable contributions, these benefits are generally provided with little or no incremental cost to the Company.2022 Proxy Statement47 Executive Level Stock Ownership Guidelines
(as a multiple of salary) Chief Executive Officer 6.0x base salary Executive Vice President and Chief Financial Officer 3.0x base salary Executive Vice President and Chief Human Resources Officer; 2.5x base salary
Executive Vice President and General Counsel and Secretary;
Executive Vice President and Chief Technology Officer;
Segment Presidents 2.5x base salary Other key executives 2.0x base salary 2021. Share
Ownership(1) 12/31/21
Market Value
($)(2) Ownership
Guideline
($) Progress
Toward
GuidelineBeth Wozniak 186,433 7,084,468 5,562,000 Met Sara Zawoyski 76,262 2,897,969 1,470,000 Met Jon Lammers 36,569 1,389,622 1,217,500 Met Joe Ruzynski 35,183 1,336,968 1,145,000 Met Lynnette Heath 35,965 1,366,674 1,037,500 Met (1)Except as indicated otherwise below, the amounts in this column include ordinary shares owned by the officer, both directly and indirectly, and unvested restricted stock units.(2)Based on the closing market price for our ordinary shares on December 31, 2021 of $38.00.
Ownership(1)
Market Value
($)(2) Ownership
Guideline
($) Progress
Toward
Guideline Beth A. Wozniak 284,457 10,943,065 5,820,000 Met Sara E. Zawoyski 87,779 3,376,865 1,560,000 Met Joseph A. Ruzynski 44,911 1,727,722 1,202,250 Met Jon D. Lammers 48,448 1,863,795 1,262,500 Met Aravind Padmanabhan 41,847 1,609,860 1,181,250 Met 48nVent Electric plcCompensation Discussion and Analysis–— 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.2021,2022, our U.S. employees, including our Named Executive Officers, were eligible to participate in the nVent Management Company Retirement Savings and Investment 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. During the first half of 2021,For 2022, we matched 60% of the first 5% of regular earningsan amount equal to one dollar for each dollar contributed to the nVent RSIP by participating employees which was reduced from pre-COVID-19 pandemic company matching levels in response to the adverse effects of the pandemic. For the second half of 2021, the RSIP company match was reinstated to the full match of 100% ofon the first 5% of their regular earnings contributed.to incent employees to make contributions to our retirement plan. The nVent RSIP limits the amount of cash compensation considered for contribution purposes to the maximum imposed by the Code, which was $290,000$305,000 in 2021.$188,800$205,100 in 2021.2022. 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 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 $290,000$305,000 in 2021,2022, 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.2022 Proxy Statement49•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).•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”).50nVent Electric plcreward 2021,2022, the Compensation and Human Capital Committee continued to retain Willis Towers Watson,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 Willis Towers WatsonWTW and the individual representatives of Willis Towers WatsonWTW who served as the Committee’s consultants based on the factors required by the NYSE. The only other services provided by Willis Towers WatsonWTW in 20212022 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.Willis Towers WatsonWTW advises the Committee in implementing and overseeing appropriate compensation programs and policies. As part of this process, Willis Towers WatsonWTW 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 WatsonWTW 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 WatsonWTW provides guidance on industry best practices and compensation program design, and advises the Committee in determining appropriate ranges for base salaries, annual incentives and equity compensation for each senior executive position.ChairmanChair of the Board (when the Chair of the Board is not the Chief Executive Officer), Chair 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 ChairmanChair of the Board (when the Chair of the Board is not the Chief Executive Officer), 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.The Compensation and Human Capital Committee reviews and approves all equity awards to newly hired or promoted executives at regular meetings throughout the year. TheUnder 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 $1,500,000$2,000,000 total for 2021.2022. The Chief Executive Officer provides a summary report to the Committee Chair disclosing the aggregate awards granted by the Chief Executive Officer during the preceding fiscal year. All options are granted with an exercise price equal to fair market value based on the closing share price on the effective day of grant.2022 Proxy Statement512019, 2020, 2021 and 2021.(a) (b) (c) (d) (e) (f) (g) (h) (i) (j) Name and
Principal Position Year Salary
($)(1) Bonus
($) Stock
Awards
($)(2) Option
Awards
($)(3) Non-Equity
Incentive Plan
Compensation
($)(4) Change in
Pension Value and
Non-Qualified Deferred
Compensation Earnings
($)(5) All Other
Compensation
($)(6) Total
Compensation
($)Beth A. Wozniak
Chief Executive Officer 2021 913,535 — 5,774,738 1,225,001 2,004,174 717,005 16,890 10,651,343 2020 787,530 218,196 3,375,017 1,125,001 227,304 535,164 54,658 6,322,870 2019 875,034 — 2,812,489 936,760 754,654 575,968 44,538 5,999,443 Sara E. Zawoyski
Executive Vice President and Chief Financial Officer 2021 477,519 — 1,437,401 312,501 690,900 — 15,258 2,933,579 2020 418,516 71,740 937,500 312,501 74,735 — 27,184 1,842,176 2019 317,705 — 166,676 83,349 194,479 — 19,136 781,345 Jon D. Lammers
Executive Vice President, General Counsel and Secretary 2021 482,199 — 1,062,430 187,498 640,892 — 16,170 2,389,189 2020 429,641 68,387 562,516 187,501 71,241 — 39,988 1,359,274 2019 468,018 — 749,988 249,804 238,510 — 27,077 1,733,397 Joseph A. Ruzynski
President of Enclosures 2021 449,017 — 906,198 193,749 645,780 — 12,837 2,207,581 2020 396,015 67,883 562,516 187,501 70,717 — 34,072 1,318,704 2019 400,015 — 449,997 149,881 203,855 — 19,339 1,223,087 Lynnette R. Heath
Executive Vice President and Chief Human Resources Officer 2021 409,396 — 749,974 150,000 546,140 — 14,348 1,869,858 2020 363,398 57,843 449,997 149,998 60,257 — 27,992 1,109,485 2019 392,015 — 374,994 124,900 199,778 — 29,819 1,121,506 (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 2021 amounts in column (e) represent the sum of restricted stock units awarded at a grant date fair value of $27.55, annual performance share units awarded at a grant date fair value of $39.12, and supplemental performance share units awarded at an average grant date fair value of $24.16, in each case computed in accordance with ASC 718 and based on the probable outcome of the performance conditions as of the grant date. All stock awards were granted on March 1, 2021. The values reflected in the table above include the grant date fair value of restricted stock units, the grant date fair value of the annual performance share units at target performance, and the grant date fair value of the supplemental performance share units at maximum performance. The grant date fair values of restricted stock units granted in 2021 and of performance share units granted in 2021 if target performance and maximum performance is achieved are as follows: Restricted
Stock Units ($) Annual Performance
Share Units Supplemental Performance
Share Units Target ($) Maximum ($) Target ($) Maximum ($) Beth A. Wozniak 1,225,011 2,450,007 4,900,015 1,399,805 2,099,720 Sara E. Zawoyski 312,500 624,981 1,249,962 333,264 499,921 Jon D. Lammers 187,505 375,004 750,009 333,264 499,921 Joseph A. Ruzynski 193,759 387,484 774,967 216,637 324,955 Lynnette R. Heath 150,010 300,011 600,023 199,969 299,953 2022. (a) (b) (c) (d) (e) (f) (g) (h) (i) (j) Name and
Principal Position Year
($)(1) Bonus
($)
Awards
($)(2)
Awards
($)(3)
Incentive Plan
Compensation
($)(1)(4)
Pension
Value and
Non-Qualified
Deferred
Compensation
Earnings
($)(5)
Compensation
($)(6)
Compensation
($)(1)
Chief Executive Officer 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 2020 787,530 218,196 3,375,017 1,125,001 227,304 535,164 54,658 6,322,870
Executive Vice President
and Chief Financial Officer 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 2020 418,516 71,740 937,500 312,501 74,735 — 27,184 1,842,176
President of Enclosures 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 2020 396,015 67,883 562,516 187,501 70,717 — 34,072 1,318,704
Executive Vice President,
General Counsel and
Secretary 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 2020 429,641 68,387 562,516 187,501 71,241 — 39,988 1,359,274 Aravind Padmanabhan
Executive Vice President
and Chief Technology
Officer 2022 468,768 — 525,017 175,004 589,680 — 40,027 1,798,496 Restricted
Stock Units
($) Annual Performance
Share Units Target ($) Maximum ($) Beth A. Wozniak 1,250,015 2,500,003 5,000,006 Sara E. Zawoyski 337,509 675,014 1,350,029 Joseph A. Ruzynski 212,515 424,989 849,977 Jon D. Lammers 200,012 399,982 799,963 Aravind Padmanabhan 175,006 350,011 700,021 Grants of Plan-Based Awards in 2021 table for more information on stock awards granted in 2021.(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. 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 0.45%; expected dividend yield of 2.94%; expected share price volatility of 32.6%; and expected term of 6.5 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 assumption52nVent Electric plcExecutive Compensation Tableson historical experience (including Pentair’s historical experience for periods prior to the separation) 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 comparator 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.(4)The amounts in column (g) reflect cash awards earned by the named individuals pursuant to awards under the MIP for 2021 as determined by the Compensation and Human Capital Committee and paid in 2022.(5)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.(6)The table below shows the components of column (i) for 2021, 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) (e) Name Perquisites, and
Other Personal
Benefits
($)(a) Contributions under
Defined Contribution
Plans
($)(b) Matches under the
Employee Stock
Purchase Plan
($) Total All Other
Compensation
($)Beth A. Wozniak 5,752 8,700 2,438 16,890 Sara E. Zawoyski 5,626 7,359 2,274 15,258 Jon D. Lammers 4,570 11,600 — 16,170 Joseph A. Ruzynski — 11,600 1,237 12,837 Lynnette R. Heath — 11,600 2,748 14,348 (a)The amounts shown in column (a) consist of an executive physical for Ms. Wozniak, Ms. Zawoyski, and Mr. Lammers, identity theft protection reimbursement for Ms. Wozniak, Ms. Zawoyski, and Mr. Lammers, and a wellness program reward for Mr. Lammers. The wellness program rewards were provided pursuant to a broad-based policy that applies generally to U.S. employees.(b)The amount shown in column (b) for each individual reflects amounts contributed by us to the nVent RSIP. We did not make any contributions to the Sidekick Plan in 2021.2022 Proxy Statement53Executive Compensation Tables2021 Estimated Future Payouts Under
Non-Equity Incentive Plan
Awards(2) Estimated Future Payouts
Under Equity Incentive Plan
Awards(3) (a) (b) (c) (d) (e) (f) (g) (h) (i) (j) (k) (l) (m) Name Grant Date Compensation
Committee
Approval
Date(1) Threshold
($) 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
Price or
Base Price
of Option
Awards
($/sh) Grant Date
Fair Value
of Stock
and Option
Awards
($)(6)Beth A. Wozniak 3/1/2021 12/14/2020 31,314 62,628 125,256 2,450,007 3/1/2021 2/22/2021 28,974 57,947 86,921 2,099,720 3/1/2021 12/14/2020 44,465 1,225,011 3/1/2021 12/14/2020 199,700 27.55 1,225,001 533,025 1,066,050 2,132,100 Sara E. Zawoyski 3/1/2021 12/14/2020 7,988 15,976 31,952 624,981 3/1/2021 2/22/2021 6,898 13,796 20,695 499,921 3/1/2021 12/14/2020 11,343 312,500 3/1/2021 12/14/2020 50,944 27.55 312,501 183,750 367,500 735,000 Jon D. Lammers 3/1/2021 12/14/2020 4,793 9,586 19,172 375,004 3/1/2021 2/22/2021 6,898 13,796 20,695 499,921 3/1/2021 12/14/2020 6,806 187,505 3/1/2021 12/14/2020 30,566 27.55 187,498 170,450 340,900 681,800 Joseph A. Ruzynski 3/1/2021 12/14/2020 4,953 9,905 19,810 387,484 3/1/2021 2/22/2021 4,484 8,968 13,452 324,955 3/1/2021 12/14/2020 7,033 193,759 3/1/2021 12/14/2020 31,585 27.55 193,749 171,750 343,500 687,000 Lynnette R. Heath 3/1/2021 12/14/2020 3,835 7,669 15,338 300,011 3/1/2021 2/22/2021 4,139 8,278 12,417 299,953 3/1/2021 12/14/2020 5,445 150,010 3/1/2021 12/14/2020 24,453 27.55 150,000 145,250 290,500 581,000 (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, 2021.(3)The amounts shown in column (g) as having been granted on March 1, 2021 and approved on December 14, 2020 reflect the total of the threshold payment levels for the annual performance share unit grants in 2021 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 2024, based on cumulative performance for the period 2021 to 2023. The amounts shown in column (g) as having been granted on March 1, 2021 and approved on February 22, 2021 are a one-time supplemental performance share unit grant. The amounts in column (g) reflect the first tranche of the award, the amounts in column (h) reflect the first and second tranches of the award, and the amounts in column (i) reflect the total shares granted (the first, second, and third tranches of the award).(4)The amounts shown in column (j) reflect the number of restricted stock units granted to each Named Executive Officer in 2021 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 2021 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 718.54nVent Electric plcContentsstock 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 1.5%; expected dividend yield of 1.96%; expected share price volatility of 33.3%; and expected term of 6.2 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 historical (a) (b) (c) (e) Name
Other Personal
Benefits and Tax
Reimbursements
($)(a)
Defined Contribution
Plans
($)(b) Matches under the
Employee Stock
Purchase Plan
($) Total All Other
Compensation
($) Beth A. Wozniak 20,477 34,550 3,000 58,027 Sara E. Zawoyski 269 32,851 3,000 36,120 Joseph A. Ruzynski 8,402 27,155 1,431 36,988 Jon D. Lammers 9,317 28,523 — 37,840 Aravind Padmanabhan 11,808 28,219 — 40,027
Under Non-Equity Incentive
Plan Awards(2)
Under Equity Incentive
Plan Awards(3) (a) (b) (c) (d) (e) (f) (g) (h) (i) (j) (k) (l) (m) Name Grant Date
Human
Capital
Committee
Approval
Date(1) Threshold
($) Target
($) Maximum
($) Threshold
(#) Target
(#) Maximum
(#)
Stock
Awards:
Number of
Shares of
Stock or
Units
(#)(4)
Option
Awards:
Number of
Securities
Underlying
Options
(#)(5) Exercise
Price or
Base
Price
of Option
Awards
($/sh)
Fair Value
of Stock
and
Option
Awards
($)(6) Beth A.
Wozniak 3/1/2022 2/21/2022 29,192 58,384 116,768 2,500,003 3/1/2022 2/21/2022 37,392 1,250,015 3/1/2022 2/21/2022 135,233 33.43 1,250,000 606,250 1,212,500 2,425,000 Sara E. Zawoyski 3/1/2022 2/21/2022 7,882 15,764 31,528 675,014 3/1/2022 2/21/2022 10,096 337,509 3/1/2022 2/21/2022 36,513 33.43 337,501 208,000 416,000 832,000 Joseph A. Ruzynski 3/1/2022 2/21/2022 4,963 9,925 19,850 424,989 3/1/2022 2/21/2022 6,357 212,515 3/1/2022 2/21/2022 22,990 33.43 212,504 192,360 384,720 769,440 Jon D.
Lammers 3/1/2022 2/21/2022 4,671 9,341 18,682 399,982 3/1/2022 2/21/2022 5,983 200,012 3/1/2022 2/21/2022 21,637 33.43 199,997 189,375 378,750 757,500 Aravind Padmanabhan 3/1/2022 2/21/2022 4,087 8,174 16,348 350,011 3/1/2022 2/21/2022 5,235 175,006 3/1/2022 2/21/2022 18,933 33.43 175,004 189,000 378,000 756,000 2021 Stock Awards Name Number of
Securities
Underlying
Unexercised
Options
Exercisable
(#) Number of
Securities
Underlying
Unexercised
Options
Unexercisable
(#) Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
(#) Option
Exercise
Price
($)(1) Option
Expiration
Date Number
of Shares
of Stock
or Units
That
Have
Not
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 174,205 6,619,790 149,434 5,678,492 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 134,592 67,296 (5) 22.51 1/2/2029 78,323 156,648 (7) 25.92 1/2/2030 0 199,700 (8) 27.55 3/1/2031 Sara E. Zawoyski 57,944 2,201,872 40,089 1,523,382 5,061 — 17.10 1/2/2023 2,774 — 27.12 3/3/2024 3,787 — 22.36 3/2/2025 7,305 — 16.61 3/1/2026 6,248 — 20.22 3/1/2027 15,861 — 25.34 5/7/2028 9,697 4,849 (6) 27.77 3/1/2029 21,756 43,514 (7) 25.92 1/2/2030 0 50,944 (8) 27.55 3/1/2031 Jon D. Lammers 36,026 1,368,988 24,054 914,052 29,740 — 25.34 5/7/2028 35,891 17,946 (5) 22.51 1/2/2029 13,054 26,108 (7) 25.92 1/2/2030 0 30,566 (8) 27.55 3/1/2031 Joseph A. Ruzynski 27,530 1,046,140 24,373 926,174 2,774 — 27.12 3/3/2024 4,329 — 16.61 3/1/2026 5,858 — 20.22 3/1/2027 19,827 — 25.34 5/7/2028 21,534 10,768 (5) 22.51 1/2/2029 13,054 26,108 (7) 25.92 1/2/2030 0 31,585 (8) 27.55 3/1/2031 Lynnette R. Heath 23,571 895,698 19,243 731,234 22,305 — 25.34 5/7/2028 17,945 8,973 (5) 22.51 1/2/2029 10,443 20,886 (7) 25.92 1/2/2030 0 24,453 (8) 27.55 3/1/2031 (1)The exercise price for all stock option grants is the fair market value of our ordinary shares on the date of grant.
20222022 Proxy Statement55 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
(#)
Exercise
Price
($)(1) Option
Expiration
Date
Shares of
Stock or
Units That
Have Not
Vested
(#)(2)
Value of
Shares of
Stock or
Units That
Have Not
Vested
($)(3)
Incentive
Plan
Awards:
Number of
Unearned
Shares That
Have Not
Vested
(#)(4)
Incentive
Plan
Awards:
Market
or Payout
Value of
Unearned
Shares That
Have Not
Vested
($)(3) Beth A. Wozniak 139,452 5,364,718 121,012 4,655,332 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 156,647 78,324(5) 25.92 1/2/2030 66,566 133,134(6) 27.55 3/1/2031 0 135,233(7) 33.43 3/1/2032 Sara E. Zawoyski 35,475 1,364,723 31,740 1,221,038 2,774 — 27.12 3/3/2024 3,787 — 22.36 3/2/2025 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 43,513 21,757(5) 25.92 1/2/2030 16,981 33,963(6) 27.55 3/1/2031 0 36,513(7) 33.43 3/1/2032 Joseph A. Ruzynski 22,426 862,728 19,830 762,860 2,774 — 27.12 3/3/2024 4,329 — 16.61 3/1/2026 5,858 — 20.22 3/1/2027 19,827 — 25.34 5/7/2028 32,302 — 22.51 1/2/2029 26,108 13.054(5) 25.92 1/2/2030 10,528 21,057(6) 27.55 3/1/2031 0 22,990(7) 33.43 3/1/2032 Jon D. Lammers 26,730 1,028,303 18,927 728,122 29,740 — 25.34 5/7/2028 53,837 — 22.51 1/2/2029 26,108 13,054(6) 25.92 1/2/2030 10,188 20,378(5) 27.55 3/1/2031 0 21,637(7) 33.43 3/1/2032 Aravind Padmanabhan 46,390 1,784,623 15,204 584,898 17,405 8,703(5) 25.92 1/2/2030 7,471 14,944(6) 27.55 3/1/2031 0 18,933(7) 33.43 3/1/2032 Contentsour ordinary shares on the date of grant.(2)For the restricted stock unit award granted to Ms. Zawoyski on January 1, 2018, 100% of the award will vest on the fourth anniversary of the grant date. For the restricted stock unit award granted to Ms. Zawoyski on March 1, 2019, one-third of the award will vest on March 1 of each of the first three years after the grant date. One-third of the restricted stock unit awards granted on January 2, 2019 and January 2, 2020 will vest on January 1 of each of the first three years after the grant date. For the restricted stock units awards granted in 2021, as well as the supplemental performance share units that are, because the stock price performance goals had been achieved as of December 31, 2021, included in this table and in this footnote as restricted stock units, 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 1/2/2019 13,883 1/2/2020 28,936 14,468 3/1/2021 44,465 29,644 3/1/2021 86,921 57,948* 3/1/2022 37,392 Sara E. Zawoyski 1/2/2018 16,8673/1/20191,001 1/2/2020 8,038 4,019 3/1/2021 11,343 7,563 3/1/2021 20,695 13,797* 3/1/2022 10,096 Joseph A. Ruzynski 1/2/2020 2,412 3/1/2021 4,689 3/1/2021 8,968* 3/1/2022 6,357 Jon D. Lammers 1/2/2019 3,702 1/2/2020 4,823 2,412 3/1/2021 6,806 4,538 3/1/2021 20,695 13,797* 3/1/2022 5,983 Aravind Padmanabhan 12/31/2019 29,320 1/2/2020 1,608 3/1/2021 3,328 3/1/2021 6,899* 3/1/2022 5,235 Name Vesting Date Number of
Performance
Share Units Beth A. Wozniak 12/31/2023 62,628 12/31/2024 58,384 Sara E. Zawoyski 12/31/2023 15,976 12/31/2024 15,764 Joseph A. Ruzynski 1/2/2019 2,2221/2/20204,8233/1/20217,0333/1/202113,452Lynnette R. Heath1/2/20191,8511/2/20203,8583/1/20215,4453/1/202112,417*These restricted stock units relate to the supplemental performance share units granted in 2021. Because the stock price performance goals had been achieved as of December 31, 2021, the units that remain subject to a time-vesting requirement 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 $38.00 by the number of unvested restricted stock units or performance share units, as applicable.(4)The number of performance share units shown in this column reflects the target performance level for the 2021-2023 and 2020-2022 awards, in accordance with SEC regulations requiring that the number of units be based on achieving threshold performance goals or, if the previous fiscal year’s performance has exceeded the threshold, the next higher performance measure (target or maximum) that exceeds the previous fiscal year’s performance.NameVesting DateNumber ofPerformanceShare UnitsBeth A. Wozniak12/31/202286,806 12/31/2023 62,628 9,905 Sara E. Zawoyski 12/31/ 20222024 24,113 9,925 12/31/202315,976Jon D. Lammers 12/31/2022 14,468 12/31/2023 9,586 Joseph A. Ruzynski 12/31/ 20222024 14,468 9,341 Aravind Padmanabhan 12/31/2023 9,905 7,030 Lynnette R. Heath 12/31/ 20222024 11,574 12/31/2023 7,6698,174 (5)One-third of these options will vest on January 1 of years 2020, 2021, and 2022.(6)One-third of these options will vest on March 1 of years 2020, 2021, and 2022.(7)One-third of these options will vest on January 1 of years 2021, 2022, and 2023.(8)One-third of these options will vest on March 5 of years 2022, 2023, and 2024.56nVent Electric plcContentsthese options will vest on January 1 of years 2021, 2022, and 2023.20212022 and the restricted stock or restricted stock units vested for the Named Executive Officers during 2021. Option awards Stock awards Name Number of Shares
Acquired on
Exercise
(#) Value
Realized on
Exercise
($)(1) Number of Shares
Acquired on
Vesting
(#) Value
Realized on
Vesting
($)(2)Beth A. Wozniak — — 79,206 2,429,181 Sara E. Zawoyski 5,762 114,259 7,572 204,164 Jon D. Lammers — — 29,896 992,306 Joseph A. Ruzynski 7,077 126,362 12,612 387,300 Lynnette R. Heath — — 36,505 1,260,911 (1)Reflects the amount calculated by multiplying the number of options exercised by the difference between the market price of our ordinary shares on the exercise date and the exercise price of options.(2)Reflects the amount calculated by multiplying the number of shares vested by the market price of our ordinary shares on the vesting date. Option awards Stock awards Name Number of
Shares
Acquired on
Exercise
(#)
Realized on
Exercise
($)(1) Number of
Shares
Acquired on
Vesting
(#)
Realized on
Vesting
($)(2) Beth A. Wozniak — — 195,410 8,149,254 Sara E. Zawoyski 5,061 100,208 66,805 2,740,651 Joseph A. Ruzynski — — 32,005 1,339,059 Jon D. Lammers — — 35,824 1,473,397 Aravind Padmanabhan — — 20,416 855,249 20212022 under the nVent Management Company Supplemental Executive Retirement Plan (“SERP”) for Ms. Wozniak, the only Named Executive Officer eligible for the SERP. The SERP is described in detail following the table below. The disclosed benefit for Ms. Wozniak is an actuarial estimate only and does not necessarily reflect the actual amounts that will be paid to Ms. Wozniak, which will only be known at the time that she becomes eligible for payment.Name Plan Name Number of
Years Credited
Service
(#)(1) Present Value
of Accumulated
Benefit
($)(2) Payments
During Last
Fiscal Year
($)Beth A. Wozniak SERP 6 2,614,855 — (1)Includes years of credited service with Pentair prior to the Separation.(2)SERP benefits are payable following retirement at age 55 or later in the form of an annuity. The actuarial present values above were calculated using the following methods and assumptions:►SERP present values were based on the accrued benefit payable at age 65 and were calculated as of December 31, 2021.►Present values for the SERP are based on a 180-month-certain only annuity.►The present value of SERP benefits as of December 31, 2021 was calculated assuming a 2.68% interest rate. Name Plan Name
Years Credited
Service
(#)(1)
of Accumulated
Benefit
($)(2) Payments
During Last
Fiscal Year
($) Beth A. Wozniak SERP 7 2,667,314 — 2022 Proxy Statement5720212022 incentive compensation paid under the MIP in March 20222023 set forth in the “Non-Equity Incentive Plan Compensation” column under “Executive Compensation Tables-Summary Compensation Table.”•final average compensation as defined above; multiplied by•benefit service percentage, which equals 15% multiplied by years of benefit service.20212022 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 $290,000$305,000 in 2021.2022. 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 $700,000 compensation limit contained in our Sidekick Plan (such contributions by a Named Executive Officer, “Covered Sidekick Compensation”).Name Executive
Contributions
in 2021
($)(1) Registrant
Contributions
in 2021
($)(2) Aggregate
Earnings/(Loss)
in 2021
($)(3) Aggregate
Withdrawals/
Distributions
in 2021
($) Aggregate
Balance at
December 31,
2021
($)(4)Beth A. Wozniak 377,837 — 340,760 — 1,422,899 Sara E. Zawoyski 146,733 — 77,580 — 414,469 Jon D. Lammers 155,356 — 77,167 — 884,982 Joseph A. Ruzynski 43,084 — 75,373 — 650,003 Lynnette R. Heath 36,132 — 29,040 — 80,879 (1)Reflects the amount of cash or equity-based compensation each Named Executive Officer deferred in 2021 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 2021.(2)Equals the total contributions we made in 2021 under the Sidekick Plan for each Named Executive Officer, which are included in the column labeled “All Other Compensation” above. As disclosed in our proxy statement for our 2021 annual general meeting, in response to the adverse effects of the COVID-19 pandemic, we did not make any contributions for 2020 deferrals in 2021; 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 — $704,302; Ms. Zawoyski – $190,156; Mr. Lammers – $652,459; Mr. Ruzynski –$531,546; and Ms. Heath — $15,707. To the extent the amounts in this column are less than the amounts reported in the Summary Compensation Table, the difference is due to losses, withdrawals or distributions.58nVent Electric plc Name
Contributions
in 2022
($)(1)
Contributions
in 2022
($)(2)
Earnings/(Loss)
in 2022
($)(3) Aggregate
Withdrawals/
Distributions
in 2022
($)
Balance at
December 31,
2022
($)(4) Beth A. Wozniak 3,073,245 19,300 263,132 — 4,778,577 Sara E. Zawoyski 559,051 17,601 (7,267) — 983,854 Joseph A. Ruzynski 138,696 11,905 (119,535) — 681,068 Jon D. Lammers 61,167 13,273 (170,844) — 788,578 Aravind Padmanabhan 199,593 12,969 26,073 — 290,523 ContentsCovered Sidekick Compensation; we normally make matching contributions one year in arrears.•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.•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;2022 Proxy Statement59Contentsthe agreement by us;•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.•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.•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.60nVent Electric plcExecutive Compensation Tables•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.•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.2022 Proxy Statement61Contentsthe Named Executive Officers, terminates employment in a retirement with at least 10 years of service, the Omnibus Plan provides as follows:•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.•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.2021,2022, 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. Severance(1)
($) Medical
Continuation(1)
($) Outplacement(1)
($) Stock Option
Vesting(2)
($) Restricted
Stock Unit
Vesting(2)
($) Performance
Share Unit
Vesting(2) (3)
($) Total – Involuntary
Termination
Without Cause
($) Total –
Retirement, Death,
Disability
($)Beth A. Wozniak 3,986,100 25,440 50,000 5,021,588 6,619,790 5,678,492 21,381,410 17,319,870 Sara E. Zawoyski 1,286,250 27,252 49,000 1,107,619 2,201,872 1,523,382 6,195,375 4,832,873 Jon D. Lammers 1,241,850 26,712 48,700 912,783 1,368,988 914,052 4,513,085 3,195,823 Joseph A. Ruzynski 1,202,250 26,712 45,800 812,244 1,046,140 926,174 4,059,320 2,784,558 Lynnette R. Heath 1,058,250 27,252 41,500 646,829 895,698 731,234 3,400,763 2,273,761 (1)These benefits are only payable upon an involuntary termination without cause, and would not be paid as a result of a termination due to death, disability or retirement.(2)None of the restricted stock units, performance share units or options would vest upon a retirement prior to 10 years of service and only a pro rata portion of the restricted stock units, performance share units and options would vest upon a retirement with 10 years of service prior to age 60.(3)The amount shown assumes target performance. The actual amounts paid is determined on the basis of actual performance through the end of the applicable performance period.62nVent Electric plc
($)
Continuation(1)
($)
($)
Vesting(2)
($)
Stock Unit
Vesting(2)
($)
Share Unit
Vesting(2)(3)
($) Total —
Involuntary
Termination
Without
Cause
($) Total —
Retirement,
Death,
Disability
($) Beth A. Wozniak 4,365,000 27,168 50,000 3,118,364 5,364,718 4,655,332 17,580,582 13,138,414 Sara E. Zawoyski 1,404,000 29,088 50,000 827,952 1,364,723 1,221,038 4,896,801 3,413,713 Joseph A. Ruzynski 1,298,430 28,584 48,090 1,278,195 862,728 762,860 4,278,887 2,903,783 Jon D. Lammers 1,325,625 28,584 50,000 495,406 1,028,303 728,122 3,656,040 2,251,831 Aravind Padmanabhan 1,275,750 29,088 47,250 367,833 1,784,623 584,898 4,089,442 2,737,354 Contentsa termination due to death, disability or retirement.Executive Compensation Tables2021.2022. The actual amounts to be paid out can only be determined in connection with a change in control or termination following a change in control. Cash
Termination
Payment(1)
($) 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 3,986,100 5,021,588 6,619,790 5,678,492 324,535 1,066,050 50,000 15,000 37,987 18,385,920 22,799,542 Sara E. Zawoyski 1,715,000 1,107,619 2,201,872 1,523,382 — 367,500 49,000 15,000 54,313 5,200,373 7,033,686 Jon D. Lammers 1,655,800 912,783 1,368,988 914,052 — 340,900 48,700 15,000 56,567 3,536,723 5,312,790 Joseph A. Ruzynski 1,603,000 812,244 1,046,140 926,174 — 343,500 45,800 15,000 56,227 3,128,058 4,848,086 Lynnette R. Heath 1,411,000 646,829 895,698 731,234 — 290,500 41,500 15,000 53,628 2,564,261 4,085,388 (1)These benefits are 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.(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.
Termination
Payment(1)
($)
Option
Vesting(2)
($)
Stock Unit
Vesting(2)
($)
Share Unit
Vesting(2)
($)
Related
Pension(1)
($)
Incentive
Award(2)
($)
($)
Accounting
Advisors(1)
($)
Dental, Life
Insurance(1)
($)
Change in
Control(3)
($)
Change
in Control
Followed by
Termination(3)
($) Beth A. Wozniak 5,948,348 3,118,364 5,364,718 4,655,332 — 1,212,500 50,000 15,000 39,945 14,350,914 20,404,207 Sara E. Zawoyski 2,421,800 827,952 1,364,723 1,221,038 — 416,000 50,000 15,000 39,215 3,829,713 6,355,728 Joseph A. Ruzynski 2,253,360 1,278,195 862,728 762,860 — 384,720 48,090 15,000 59,618 3,288,503 5,664,571 Jon D. Lammers 2,291,784 495,406 1,028,303 728,122 — 378,750 50,000 15,000 59,349 2,630,581 5,046,714 Aravind
Padmanabhan 2,044,800 367,833 1,784,623 584,898 — 378,000 47,250 15,000 56,939 3,115,354 5,279,343 •our ordinary shares were valued at $38.00, the closing market price for our ordinary shares on the last trading day of 2021;•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.2021:•The median of the annual total compensation of all employees of our company (other than our Chief Executive Officer) was reasonably estimated to be $57,468; and•The annual total compensation of our Chief Executive Officer was $10,651,343.2022 Proxy Statement63ContentsCompensation Tables185154 to 1. This pay ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K.9,27710,472 individuals employed by us worldwide on November 1, 2021, excluding, as permitted by Item 402(u) or Regulation S-K, approximately 589 employees of CIS Global, which we acquired in July 2021.2022. We then calculated the target cash compensation (which we define as base salary or wages plus target cash bonus) for the included individuals for 20212022 to identify our median employee. To calculate the target cash compensation for any employee that we paid in currency other than U.S. Dollars, we applied the applicable foreign exchange rate in effect on November 1, 20212022 to convert such foreign employee’s target cash compensation into U.S. Dollars. Once we identified our median employee, we added together all of the elements of such employee’s compensation for 20212022 in the same way that we calculate the annual total compensation of our Named Executive Officers in the Summary Compensation Table. (a) (b) (c) (d) (e) (f) (g) (h) (i) Year
Compensation
Table Total
for PEO
($)(1)
Actually Paid
to PEO
($)(2)
Summary
Compensation
Table Total
for Non-PEO
NEOs
($)(3)
Compensation
Actually Paid
to Non-PEO
NEOs
($)(2) Value of Initial Fixed $100
Investment Based On: Net Income
(in millions)
Revenue(4)
(in millions) nVent TSR Peer group
(S&P 400
Industrials
TSR) 2022 7,912,415 11,421,671 2,060,895 2,629,748 $ 163 $ 132 $ 400 $ 2,970 2021 10,651,343 18,561,232 2,350,052 4,036,555 $ 158 $ 150 $ 273 $ 2,374 2020 6,322,870 3,827,958 1,407,410 1,033,570 $ 94 $ 116 $ (47) $ 1,990 (a) (b) (c) (d) (e) (f) (g) (h) = (a) - (b) - (c) +
(d) + (e) + (f) + (g) SCT Total
($) Grant Date
Fair Value
of Equity
Granted
($) Change in
Pension
Value
($)
Current Year
Equity
Awards at
12/31/2022
($)(i)
Value of
Prior Years’
Awards
Unvested at
12/31/2022
($)(i)
Value of
Prior Years’
Award That
Vested in
FY2022
($)(i)(ii)
Service
Cost
($)(i) CAP
($) 2022 7,912,415 5,000,017 0 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 (a) (b) (c) (d) (e) (f) (g) (h) = (a) - (b) - (c) +
(d) + (e) + (f) + (g) SCT Total
($) Grant Date
Fair Value
of Equity
Granted
($) Change in
Pension
Value
($)
Current Year
Equity
Awards at
12/31/2022
($)(i)
Value of
Prior Years’
Awards
Unvested at
12/31/2022
($)(i)
Value of
Prior Years’
Award That
Vested in
FY2022
($)(i)(ii)
Service
Cost
($)(i) CAP
($) 2022 2,060,895 925,011 — 1,168,416 116,087 209,361 — 2,629,748 2021 2,350,052 1,249,938 — 2,087,414 793,865 55,162 — 4,036,555 2020 1,407,410 837,508 — 747,538 (91,638) (192,232) — 1,033,570 Calendar Year 2019 2020 2021 2022 Adj. EPS Performance Share Units Fair Values $25.58 $23.29 $38.00 $38.47 Projected Vesting Achievement 100% 0% – 100% 50% – 100% 142% Relative TSR Performance Share Units Fair Values — — $65.06 $56.74 – 74.21 Valuation Date Stock Price — — $38.00 $38.47 Volatility — — 41.7% 42.6% Peer Group Volatility — — 27.1% – 94.5% 29.7% – 100.8% Average Correlation — — 51.2% 52.9% – 53.0% Risk-Free Interest Rate — — 0.73% 4.41% – 4.73% Accrued Dividends — — $0.525 $0.525 – 1.225 Stock Options Fair Values $4.01 – 6.14 $3.54 – 5.20 $5.53 – 15.38 $9.13 – 13.81 Exercise Price $20.22 – 27.77 $20.22 – 27.77 $22.51 – 27.77 $25.92 – 33.43 Valuation Date Stock Price $25.58 $23.29 – 24.01 $27.55 – 38.00 $33.43 – 38.47 Volatility 26.1% 26.4% – 32.8% 32.6% – 33.3% 26.3% – 33.3% Risk-Free Interest Rate 1.61% 0.37% – 1.53% 0.46% – 1.18% 1.51% – 4.0% Dividend Yield 3.01% 2.72% – 3.32% 1.97% – 2.94% 1.90% – 1.95% Expected Life (years) 6.1 6.1 – 6.5 6.2 – 6.5 6.2 Expected Remaining Term (years) 2.7 – 5.6 3.1 – 5.6 3.3 – 5.5 3.2 – 5.5 ![[MISSING IMAGE: bc_tsr-pn.jpg]](https://files.docoh.com/DEF 14A/0001104659-23-037721/bc_tsr-pn.jpg)
![[MISSING IMAGE: bc_netincome-pn.jpg]](https://files.docoh.com/DEF 14A/0001104659-23-037721/bc_netincome-pn.jpg)
![[MISSING IMAGE: bc_revenue-pn.jpg]](https://files.docoh.com/DEF 14A/0001104659-23-037721/bc_revenue-pn.jpg)
Most Important Performance
Measures Adjusted Revenue Adjusted Earnings Per Share Free Cash Flow Relative Total Shareholder Return 20212022 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 
64nVent Electric plc2022.2023. 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, 2022,2023, 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, 2021,2022, including the quality and efficiency of the services provided by Deloitte. 2022 Proxy Statement652021.2022. 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.20212022 and 2020.2021. The Audit and Finance Committee approved all fees paid to the Deloitte Entities and underlying services provided by the Deloitte Entities. Their fees for these services were as follows (in thousands): 2021 2020 Audit fees(1) $4,615 $4,025 Audit-related fees(2) 1,080 206 Tax fees(3) Tax compliance and return preparation 475 490 Tax planning and advice 570 435 Total tax fees 1,050 925 All other fees 0 0 Total $6,740 $5,156 (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. 2022 2021 Audit fees(1) $ 4,905 $ 4,615 Audit-related fees(2) 2,395 1,080 Tax fees(3) Tax compliance and return preparation 775 475 Tax planning and advice 850 570 Total tax fees 1,625 1,050 All other fees 0 0 Total $ 8,925 $ 6,740 66nVent Electric plc•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.•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 security systems we own or use in our business; and•Overseeing the performance of our internal audit function.2021,2022, 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.20212022 Annual Report on Form 10-K, as well as our Irish statutory financial statements for the 20212022 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 examination thereof.20212022 Annual Report on Form 10-K, for filing with the SEC. In addition, the Committee has re-appointed Deloitte as our independent auditors for 2022.Ronald L. Merriman, ChairNicola Palmer
Chair
Nicola Palmer
Danita K. Ostling
Greg Scheu2022 Proxy Statement67April 30,November 13, 2023 (i.e., prior to the date on which the 20232024 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.33%20% of athe company’s issued ordinary share capital as at March 18, 202217, 2023 (the latest practicable date before this Proxy Statement) and for such. This authority will be limited to expirea period expiring 18 months from the passing of this resolution, unless otherwise varied, revoked or renewed. Accordingly, we expect to propose renewal of this authorization at subsequent annual general meetings.$548,920.45$331,333.96 (equivalent to 54,892,04533,133,396 ordinary shares), being equivalent to approximately 33%20% of the aggregate nominal value of the issued ordinary share capital of the Company as of March 18, 202217, 2023 (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.” 68nVent Electric plcApril 30,November 13, 2023 (i.e., prior to the date on which the 20232024 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.(1) the issuance of shares in connection with any rights issue and (2) the issuance of shares for cash, if the issuance iscash. This opt-out will be limited to up to 5% of a company’s issued ordinary share capital as at March 18, 2022 (the latest practicable date before this Proxy Statement) (with the possibility of issuing up to an additional 5%20% of the company’s issued ordinary share capital as at March 18, 2022 provided the company uses it only in connection with an acquisition or specified capital investment which is announced contemporaneously with the issuance, or which has taken place in the preceding 6-month period and is disclosed in the announcement of the issue) bringing the total acceptable limit to 10% of the company’s issued ordinary share capital as at March 18, 2022 and, provided further that, in each case, such17, 2023 (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. Accordingly, we expect to propose renewal of this authorization at subsequent annual general meetings.to:1.the allotment of equity securities in connection with a rights issue or other preemptive issue in favor of the holders of ordinary shares (including rights to subscribe for, or convert into, ordinary shares) where the equity securities respectively attributable to the interests of such holders are proportional (as nearly as may be) to the respective numbers of ordinary shares held by them (but subject to such exclusions or other arrangements as the Board may deem necessary or expedient to deal with fractional entitlements that would otherwise arise, or with legal or practical problems under the laws of, or the requirements of any recognized regulatory body or any stock exchange in any territory, or otherwise); and2022 Proxy Statement69Proposal 52.the allotment (other than pursuant to sub-paragraph (a) above) of equity securities up to an aggregate nominal value of $166,339.53 (equivalent to 16,633,953 ordinary shares) (being equivalent to approximately 10% of the aggregate nominal value of the issued ordinary share capital of the Company as of March 18, 2022 (the latest practicable date before this Proxy Statement)), provided that any amount above $83,169.77 (equivalent to 8,316,977 ordinary shares) (being equivalent to approximately 5% of the aggregate nominal value of the issued ordinary share capital of the Company as of March 18, 2022) is to be used only for the purpose of an acquisition or a specific capital investment, 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.” 70nVent Electric plcshares.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.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. 2022 Proxy Statement7118, 2022,17, 2023, 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, 2021.Name of Beneficial Owner Ordinary
Shares(1) Share
Units(2) Right to
Acquire within
60 days ESOP
Stock(3) Total % of
Class(4)Jerry W. Burris 35,491 – 27,608 – 63,099 – Susan M. Cameron 10,554 – 5,591 – 16,145 – Michael L. Ducker 17,048 – 5,591 – 22,639 – Lynnette R. Heath 22,796 11,745 78,260 – 112,801 – Randall J. Hogan 676,001 – 835,398 2,403 1,513,802 – Jon D. Lammers 29,009 – 119,873 – 148,882 – Ronald L. Merriman 37,652 484 27,608 – 65,744 – Danita K. Ostling – – – – – – Nicola Palmer 5,359 – 5,591 – 10,950 – Herbert K. Parker 17,409 – 5,591 – 23,000 – Joseph A. Ruzynski 26,849 3,645 101,726 938 133,158 – Greg Scheu – – 5,591 – 5,591 – Beth A. Wozniak 81,439 100,876 687,691 140 870,146 – Jacqueline Wright 6,703 – 5,591 – 12,294 – Sara E. Zawoyski 42,217 17,484 116,076 562 176,339 – Directors, nominees and executive officers as a group (19) 1,062,085 144,526 2,279,690 5,201 3,491,502 2.1% The Vanguard Group(5) 17,497,726 – – – 17,497,726 10.5% BlackRock, Inc.(6) 14,004,368 – – – 14,004,368 8.4% American Century Investment Management, Inc.(7) 9,591,776 – – – 9,591,776 5.8% (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 our 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 18, 2022, Fidelity Management Trust Company (“Fidelity”), the Trustee of the nVent Management Company Retirement Savings and Investment Plan, held 453,528 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 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)Information derived from a Schedule 13G/A filed with the Securities and Exchange Commission on February 10, 2022. The address of The Vanguard Group is 100 Vanguard Boulevard, Malvern, PA 19355. As of December 31, 2021, The Vanguard Group had shared voting power for 86,059 ordinary shares, sole dispositive power for 17,265,470 ordinary shares and shared dispositive power for 232,256 ordinary shares.(6)Information derived from a Schedule 13G/A filed with the Securities and Exchange Commission on February 3, 2022. The address of BlackRock, Inc. is 55 East 52nd Street, New York, NY 10055. As of December 31, 2021, BlackRock, Inc. had sole voting power for 13,284,433 ordinary shares and sole dispositive power for 14,004,368 ordinary shares.(7)Information derived from a Schedule 13G/A filed with the Securities and Exchange Commission on February 4, 2022 by American Century Investment Management, Inc., American Century Companies Inc. and Stowers Institute for Medical Research. The address of the filers is 4500 Main Street, 9th Floor, Kansas City, Missouri 64111. As of December 31, 2021, each filer had sole voting power for 9,128,496 ordinary shares and sole dispositive power for 9,591,776 ordinary shares.
2023.72nVent Electric plc Name of Beneficial Owner
Shares(1)
Units(2) Right to
Acquire within
60 days
Stock(3) Total
Class(4) Sherry A. Aaholm — — — — — — Jerry W. Burris 40,621 — 22,123 — 62,744 — Susan M. Cameron 15,387 — 4,053 — 19,440 — Michael L. Ducker 22,178 — 4,053 — 26,231 — Randall J. Hogan 623,108 — 697,808 2,403 1,323,319 — Jon D. Lammers 47,446 — 150,328 — 197,774 — Danita K. Ostling — — 4,053 — 4,053 — Aravind Padmanabhan 2,520 25,204 47,362 — 75,086 — Nicola Palmer 10,663 — 4,053 — 14,716 — Herbert K. Parker 22,539 — 4,053 — 26,592 — Joseph A. Ruzynski 39,191 7,920 132,971 955 181,037 — Greg Scheu 9,591 — 4,053 — 13,644 — Beth A. Wozniak 92,353 273,203 877,659 142 1,243,357 — Jacqueline Wright 11,558 — 4,053 — 15,611 — Sara E. Zawoyski 63,696 33,512 161,924 573 259,705 — Directors, nominees and executive officers as a group(20) 1,120,169 363,984 2,501,923 5,252 3,991,328 2.4% The Vanguard Group(5) 17,074,334 — — — — 10.3% BlackRock, Inc.(6) 15,123,283 — — — — 9.1% Contentsan immaterial number of shares held by spouses or trusts has been disclaimed in some instances.13, 2022.12, 2023. We either (i) mailed you a Notice of Internet Availability of Proxy Materials on or before April 1, 2022March 28, 2023 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, 20212022 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 18, 2022.20212022 and our Irish statutory financial statements and directors’ and auditors’ reports are available online at www.proxyvote.com.18, 202217, 2023 (Eastern Standard Time) as the record date for the Annual General Meeting. At the close of business on the record date, we had 166,339,531165,666,982 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 forth 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.•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.2022 Proxy Statement73ContentsInternet Availability of Proxy Materials or 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.•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.12, 2022.11, 2023. 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 11:59 p.m. Eastern Daylight Time on May 12, 2022.11, 2023. If you are a beneficial owner, please follow the voting instructions provided by your bank, broker or other custodian or nominee.18, 202217, 2023 (see above for further information if you also intend to vote at the Annual General Meeting). Registration will begin at 7:00 a.m. British Summer Time and the Annual General Meeting will begin at 8:00 a.m. British Summer Time on May 13, 2022.We urge shareholders to consider carefully whether to attend the Annual General Meeting in person, taking into account the public health concerns relating to Covid-19 which may exist at the time and any then-applicable public emergency orders and recommendations, which may, for example, prohibit in person attendance. In light of the circumstances over the past two years and continued levels of uncertainty, we encourage shareholders to vote by proxy in advance of the meeting to ensure that your shares are represented at the meeting. In the event that health restrictions are in place on the date of the Annual General Meeting, we advise shareholders that we intend to follow an abbreviated meeting format. Among other things, similar to last year’s annual general meeting, we would intend to keep the meeting as brief as possible, we would expect only a limited number of representatives of nVent to attend the meeting, we would practice social distancing, and we would not provide any refreshments. Attendees would be asked to wear face coverings and practice social distancing. If participation at the offices of Arthur Cox is not possible, we will publicly announce an alternative venue at which shareholders in Ireland may participate by audio link.74nVent Electric plcQuestions and Answers about the Annual General Meeting and Voting•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 12, 2022);•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 12, 2022); 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.2022 Proxy Statement75Questions and Answers about the Annual General Meeting and VotingOurprovide 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.470 West Ave,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, 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.76nVent Electric plc20232024 Annual General Meeting of Shareholders20232024 Annual General Meeting pursuant to SEC Rule 14a-8 is December 2, 2022.November 29, 2023. 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 2023 Annual General Meeting.20232024 Annual General Meeting pursuant to the proxy access provisions of our Articles of Association no earlier than November 2, 2022October 30, 2023 and no later than December 2, 2022.November 29, 2023. 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 20232024 Annual General Meeting.20232024 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 21, 202318, 2024 and no later than February 15, 2023.12, 2024. 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 20232024 Annual General Meeting. If the Board chooses to present a matter of business submitted under our Articles of Association at the 20232024 Annual General Meeting, then the persons named in the proxies solicited by the Board for the 20232024 Annual General Meeting may exercise discretionary voting power with respect to such proposal.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, 8th Floor (East), London, TW8 9DW United Kingdom, Attention: Corporate Secretary.2022 Proxy Statement7720212022 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.78nVent Electric plc2019 and 20182019 excluding the effect of adjustments (Unaudited)In millions 2021 2020 2019 2018 Net sales $ 2,462.0 $ 1,998.6 $ 2,204.0 $ 2,213.6 Operating income 355.4 38.4 333.1 310.8 % of net sales 14.4 % 1.9 % 15.1 % 14.0 % Adjustments: Restructuring and other 8.8 22.0 24.2 7.7 Intangible amortization 67.5 64.2 61.4 60.9 Acquisition transaction and integration costs 4.1 2.5 2.4 — Inventory step-up amortization — — 3.2 — Separation costs — — — 45.0 Impairment of goodwill — 212.3 — — Impairment of trade names — 8.2 — — Corporate allocations — — — (0.8 ) Segment income $ 435.8 $ 347.6 $ 424.3 $ 423.6 Return on sales 17.7 % 17.4 % 19.3 % 19.1 % Net income (loss) – as reported $ 272.9 $ (47.2 ) $ 222.7 $ 230.8 Interest expense adjustment – pro forma — — — (5.6 ) Adjustments to operating income 80.4 309.2 91.2 112.8 Pension and other post-retirement mark-to-market loss (gain) (15.1 ) 8.7 27.3 7.0 Loss on early extinguishment of debt 15.2 — — — Income tax adjustments (20.4 ) (14.8 ) (32.8 ) (31.0 ) Net income – as adjusted $ 333.0 $ 255.9 $ 308.4 $ 314.0 Diluted earnings (loss) per ordinary share Diluted earnings (loss) per ordinary share – as reported $ 1.61 $ (0.28 ) $ 1.29 $ 1.28 Three year compound annual growth rate 7.9 % Adjustments 0.35 1.78 0.49 0.46 Diluted earnings per ordinary share – as adjusted $ 1.96 $ 1.50 $ 1.78 $ 1.74 Three year compound annual growth rate 4.0 % In millions 2022 2021 2020 2019 Net sales $ 2,909.0 $ 2,462.0 $ 1,998.6 $ 2,204.0 Adjustments Foreign exchange impact 60.8 (32.3) (8.2) 37.4 Revenue contributions from acquisitions — (56.1) — (27.1) Adjusted Revenue 2,969.8 2,373.6 1,990.4 2,214.3 Operating income 440.4 355.4 38.4 333.1 % of net sales 15.1% 14.4% 1.9% 15.1% Adjustments: Restructuring and other 11.7 8.8 22.0 24.2 Intangible amortization 70.7 67.5 64.2 61.4 Acquisition transaction and integration costs 0.8 4.1 2.5 2.4 Inventory step-up amortization — — — 3.2 Impairment of goodwill — — 212.3 — Impairment of trade names — — 8.2 — Segment income $ 523.6 $ 435.8 $ 347.6 $ 424.3 Return on sales 18.0% 17.7% 17.4% 19.3% Net income (loss) – as reported $ 399.8 $ 272.9 $ (47.2) $ 222.7 Adjustments to operating income 83.2 80.4 309.2 91.2 Pension and other post-retirement mark-to-market loss (gain) (66.3) (15.1) 8.7 27.3 Loss on early extinguishment of debt — 15.2 — — Income tax adjustments (12.8) (20.4) (14.8) (32.8) Net income – as adjusted $ 403.9 $ 333.0 $ 255.9 $ 308.4 Diluted earnings (loss) per ordinary share Diluted earnings (loss) per ordinary share – as reported $ 2.38 $ 1.61 $ (0.28) $ 1.29 Three year compound annual growth rate 22.7% Adjustments 0.02 0.35 1.78 0.49 Diluted earnings per ordinary share – as adjusted $ 2.40 $ 1.96 $ 1.50 $ 1.78 Three year compound annual growth rate 10.5% In millions 2021 2020 2019 2018 Net cash provided by (used for) operating activities $ 373.3 $ 344.0 $ 336.3 $ 343.5 Three year compound annual growth rate 2.8 % Interest expense – pro forma — — — (5.6 ) Net cash provided by (used for) operating activities – pro forma $ 373.3 $ 344.0 $ 336.3 $ 337.9 Capital expenditures (39.5 ) (40.0 ) (38.8 ) (39.5 ) Proceeds from sale of property and equipment 0.6 2.0 6.3 2.4 Free cash flow $ 334.4 $ 306.0 $ 303.8 $ 300.8 Three year compound annual growth rate 3.6 % 2022 Proxy Statement79 In millions 2022 2021 2020 2019 Net cash provided by (used for) operating activities $ 394.6 $ 373.3 $ 344.0 $ 336.3 Three year compound annual growth rate 5.5% Capital expenditures (45.9) (39.5) (40.0) (38.8) Proceeds from sale of property and equipment 2.0 0.6 2.0 6.3 Free cash flow $ 350.7 $ 334.4 $ 306.0 $ 303.8 Three year compound annual growth rate 4.9% [This Page Intentionally Left Blank][This Page Intentionally Left Blank][This Page Intentionally Left Blank]
10% Post ConsumerRecycle ContentThis proxy statement was printed on recycled paper, reflecting our dedication to protecting natural resources.NVENT ELECTRIC PLCC/O BROADRIDGE51 MERCEDES WAYEDGEWOOD, NY 11717
VOTE BY INTERNET - www.proxyvote.com or scan the QR Barcode aboveUse the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 p.m. Eastern Time on May 12, 2022. Have your proxy card in hand when you access the website and follow the instructions to obtain your records and to create an electronic voting instruction form.ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALSIf 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.VOTE BY PHONE - 1-800-690-6903Use any touch-tone telephone to transmit your voting instructions. Vote by 11:59 p.m. Eastern Time on May 12, 2022. Have your proxy card in hand when you call and then follow the instructions.VOTE BY 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 11:59 p.m. Eastern Time on May 12, 2022.![[MISSING IMAGE: px_annualgeneralmeet01-bw.jpg]](https://files.docoh.com/DEF 14A/0001104659-23-037721/px_annualgeneralmeet01-bw.jpg)
TOD70410-P65349KEEP THIS PORTION FOR YOUR RECORDSDETACH AND RETURN THIS PORTION ONLY
TABLE OF CONTENTSNVENT ELECTRIC PLCThe Board of Directors recommends you vote FOR the following director nominees:1.By Separate Resolutions, Election of Director Nominees:ForAgainstAbstainNominees:1a.Jerry W. Burrisooo1b.Susan M. Cameronooo1c.Michael L. Duckerooo1d.Randall J. Hoganooo1e.Danita K. Ostlingooo1f.Nicola Palmerooo1g.Herbert K. Parkerooo1h.Greg Scheuooo1i.Beth A. Wozniakooo1j.Jacqueline WrightoooPlease indicate if you plan to attend this meeting.ooYesNoThe Board of Directors recommends you vote FOR the following proposals:ForAgainstAbstain2. Approve, by Non-Binding Advisory Vote, the Compensation of the Named Executive Officersooo3.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 Remunerationooo4.Authorize the Board of Directors to Allot and Issue New Shares under Irish Lawooo5.Authorize the Board of Directors to Opt Out of Statutory Preemption Rights under Irish Lawooo6.Authorize the Price Range at which nVent Electric plc Can Re-allot Shares it Holds as Treasury Shares under Irish LawoooNOTE: 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.![[MISSING IMAGE: px_annualgeneralmeet02-bw.jpg]](https://files.docoh.com/DEF 14A/0001104659-23-037721/px_annualgeneralmeet02-bw.jpg)
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)DateImportantV07939-P88063Important Notice Regarding the Availability of Proxy Materials for theAnnualtheAnnual General Meeting to be held on May 13, 2022:andIrishandIrish Statutory Financial Statements and Related Reports are available at www.proxyvote.com.D70411-P65349NVENTwww.proxyvote.com.NVENT ELECTRIC PLCAnnualPLCAnnual General Meeting of ShareholdersMay 13, 2022ShareholdersMay 12, 2023 8:00 AM British Summer TimeThisTimeThis proxy is solicited by the Board of DirectorsTheDirectorsThe signatory, revoking any proxy heretofore given in connection with the Meeting, hereby appoints Beth A. Wozniak, Sara E. Zawoyski,Jon D. Lammers, and Shawna L. Fullerton or any of them (the “Proxies”"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 the Four Seasons Hotel, Hamilton Place,The Lanesborough London,Hyde Park Lane,Corner, London, England, W1J 7DR,SW1X 7TA, United Kingdom, and any adjournment or postponement thereof (the “Meeting”"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.IfDirectors' recommendations.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, and/or the Pentair, Inc. Non-Qualified Deferred Compensation Plan (the “Plans”"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 18, 2022.If17, 2023.If the signatory is a participant in the nVent Electric plc Employee Stock Purchase and Bonus Plan or the nVent Electric plc International StockInternationalStock Purchase and Bonus Plan (the “Purchase Plans”"Purchase Plans"), the signatory is revoking any proxy heretofore given in connection with the Meeting, hereby appoints the Proxies, or either 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 18, 2022.This17, 2023.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’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
