nVent Electric (NVT) DEF 14ADefinitive proxy

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )

nVent Electric plc

(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

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2020
Notice of Annual General
Meeting and Proxy Statement

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Letter to Shareholders

March 31, 2020 Dear Fellow Shareholders: I am proud of all that we accomplished in 2019, our first full year as nVent. A $2.2 billion public company listed on the New York Stock Exchange (NYSE: NVT), nVent has more than 9,500 global employees dedicated to our mission of connection and protection in a world that’s becoming more electric and digital. In 2019, we continued to execute on our strategy, growing in key verticals, launching new products and driving a focus as One nVent to scale our capability and grow. We completed our first acquisition, Eldon, that positions us to have one of the broadest portfolios of enclosures in the world. We generated more than $300 million in operating income and free cash flow and returned more than $350 million back to shareholders through dividends and share repurchases. nVENT TODAY At nVent we believe that safer systems ensure a more secure world. We connect and protect our customers with inventive electrical solutions. Our diversified portfolio of industry-leading brands – nVent CADDY, ERICO, HOFFMAN, RAYCHEM, SCHROFF and TRACER – are known globally for quality, reliability and innovation. With our mission to connect and protect, we are excited about the global macro trends that position us well for long-term growth. We see the electrification of everything, an increase in safety and security standards globally, and a shortage of skilled labor as trends that increase the demand for our products.

Beth A. Wozniak Chief Executive Officer

With our Enclosures segment, we see our role as providing protection for electronics and data everywhere. We have one of the broadest enclosure portfolios, and can design, manufacture and distribute solutions around the globe. Our Thermal Management segment optimizes total cost of ownership and delivers connected solutions that are trusted to protect infrastructure in demanding environments. We have the largest installed base in the world that provides us with aftermarket opportunities. Our Electrical & Fastening Solutions segment connects and protects with innovative solutions that are cost efficient and provide labor savings. We continue to accelerate our new product development effort, and expand in areas like seismic and prefab to expand our innovative portfolio even further.

Across nVent, we are focused on creating value for our customers. We have compelling opportunities for long-term growth, attractive margins and strong cash flow generation.

STRATEGY
In the past year, we made significant progress on our One nVent strategy which centers on growth. We had strong growth in key verticals like Data Center and Networking Solutions, and Commercial. We strengthened our channel partner relationships and expanded our coverage across the globe. We invested more in R&D and this year expect to launch 50 new products, continuing to increase our new product vitality. We continue to expand our capabilities across the enterprise from digital to commercial excellence to drive growth and efficiency. Our investments in digital were focused on improving the customer experience, with faster service and delivery through programs like Hoffman Express and Hoffman on Demand. A key element of our strategy is to drive productivity and velocity. We made significant operational improvements across nVent resulting in improved product availability and better customer delivery. Lastly, our strategy includes bolt-on acquisitions such as Eldon and WBT, great additions that help us expand our connect and protect portfolio.

SPARK
Our Spark management system defines how we operate. The five elements of Spark are People; Growth; Lean Enterprise; Digital; and Velocity. People are listed first because they are at the core of Spark. We’re focused on building a strong culture at nVent; a respectful workplace that celebrates inclusion and diversity – a place where people want to grow their careers. We took several steps last year to add to our strong culture: establishing employee resource groups, launching the nVent Foundation and encouraging community involvement through our nVent in Action employee volunteer program. We’ll build upon those efforts in 2020, launching a Social Responsibility program and conducting our second employee engagement survey. We believe a strong culture makes us more competitive in retaining and recruiting talented employees, which is key to our success.

Across nVent, we are building growth capabilities. We have added key leaders to our team, including a Chief Growth Officer and Chief Technology Officer, to drive our growth agenda through commercial excellence, new product development and digital. Our digital transformation will accelerate with a greater focus on improving customer and employee experiences. We will continue to build digital capabilities to improve our products and services. Our new Elexant connected controller family that we launched in 2019 is a great example of this.

Our Lean Enterprise efforts helped us achieve operational performance in productivity and product delivery. Our end-to-end approach is key to our working capital improvement plan. Velocity is tied to our lean and digital efforts, and we talk about it in everything we do, whether it is accelerating innovation or building a responsive, flexible organization.

Spark is how we work and will help us succeed as a high-performance growth company.

OUR FUTURE
Our top priority for nVent is growth. The investments we are making in R&D, digital, manufacturing capability and, most importantly, people are key for our future. When we combine this with new opportunities like Eldon, WBT and other bolt-on acquisitions in the highly fragmented space where we play, we believe we can strengthen our connect and protect portfolio.

Our strategy is working, and we will continue to execute on it. While the early months of 2020 have presented challenges and uncertainty tied to COVID-19, we remain steadfast, focused on the health and safety of our employees and our communities. We are committed to serve our customers and work with authorities around the world to ensure we can deliver essential products and solutions to support critical infrastructure to fight the pandemic. While there will be challenges in the short-term, long-term, I’m confident in our ability to create value for our customers, employees and shareholders. Thank you for your support and trust. We are committed to making nVent a high-performance growth company and to do our part to serve our communities.

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Notice of Annual General Meeting of Shareholders

	Where Arthur Cox, 12 Gough Square, London EC4A 3DW United Kingdom*
	When Friday, May 15, 2020, 2:00 p.m. local time

Whether or not you plan to attend, we encourage you to vote your shares by submitting a proxy as soon as possible, AND IN ANY EVENT AT LEAST 48 HOURS BEFORE THE ANNUAL GENERAL MEETING. IF YOU PLAN TO SUBMIT A PROXY, YOU MUST SUBMIT YOUR PROXY BY INTERNET OR TELEPHONE, OR YOUR PRINTED PROXY CARD MUST BE RECEIVED AT THE ADDRESS STATED ON THE CARD, BY NO LATER THAN 2:00 P.M. LOCAL TIME (9:00 A.M. EASTERN DAYLIGHT TIME) ON MAY 13, 2020.

	By Internet You can vote over the internet atwww.proxyvote.com.
	By Telephone You can vote by telephone from the United States or Canada by calling the telephone number on the proxy card.
	By Mail You can vote by mail by marking, signing and dating your proxy card or voting instruction form and returning it in the postage-paid envelope, which will then be forwarded to nVent Electric plc’s registered address electronically.
	Vote in Person If you plan to attend the Annual General Meeting and wish to vote your ordinary shares in person, we will give you a ballot paper at the meeting.

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Proxy Summary

This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information you should consider, and you should read the entire proxy statement before voting. Proxy materials are being made available on or about March 31, 2020 to our shareholders entitled to vote at the Annual General Meeting.

The Separation

On April 30, 2018, the separation of our company from Pentair plc (“Pentair”) into two publicly traded companies was completed (the “Separation”).

Proposal 1	Election of Director Nominees
		The Board recommends a vote FOR each Director nominee		Page 10

Board and Governance Highlights

Director Nominees

						Committee Memberships
Name		Director Since		Independent		Audit and Finance		Compensation		Governance
Brian M. Baldwin,37		2018						●		●
Jerry W. Burris,56		2018						◉		●
Susan M. Cameron,61		2018				●
Michael L. Ducker,66		2018						●		◉*
Randall J. Hogan,64		2018
Ronald L. Merriman,75		2018
Nicola T. Palmer,52		—				◉
Herbert K. Parker,61		2018				●*
Beth A. Wozniak (CEO),55		2018				●
Jacqueline Wright,  60		2020						●		●

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Board Overview

Directors are chosen with a view to bringing to the Board a variety of rich financial and management experience and backgrounds and establishing a core of business advisers with financial and management expertise, as well as digital transformation experience.

<2two years tenure(1)	60%are diverse	8of10are independent directors	50%have CEO experience

Proposal 2	Approve, by Non-Binding Advisory Vote, the Compensation of the Named Executive Officers
		The Board recommends a vote FOR approval of the compensation of the Named Executive Officers		Page 24

Executive Compensation Highlights

These executive compensation highlights should be read in connection with the Executive Compensation section of this Proxy Statement, including the Compensation Discussion and Analysis section (see page 26).

Our Compensation Philosophy

The Compensation Committee believes that the most effective executive compensation program aligns executive initiatives with shareholders’ economic interests. The Committee seeks to accomplish this by rewarding the achievement of specific annual and long-term and strategic goals that create lasting shareholder value. The Committee’s specific objectives include:

To balance these objectives, our executive compensation program uses the following direct compensation elements:

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Proxy Summary

The Compensation Committee reviews total compensation for executive officers and the relative levels of each of these forms of compensation against the Committee’s goals. The mix of total direct compensation (shown at target) for 2019 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.

CEO	Other Named Executive Officers

Proposal 3	Approve an Amendment to the nVent Electric plc 2018 Omnibus Incentive Plan
		The Board recommends a voteFOR the approval of an amendment to the nVent Electric plc 2018 Omnibus Incentive Plan		Page 54

Proposal 4	Ratify, by Non-Binding Advisory Vote, the Appointment of the Independent Auditor and Authorize, by Binding Vote, the Audit and Finance Committee to Set the Auditor’s Remuneration
		The Board recommends a vote FOR the ratification of the appointment of Deloitte & Touche LLP as the independent auditor of nVent Electric plc and the authorization of the Audit and Finance Committee to set the auditor’s remuneration		Page 68

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Proxy Summary

Proposal 5	Authorize the Price Range at which nVent Electric plc can Re-allot Treasury Shares
		The Board recommends a voteFOR the authorization of the price range at which nVent Electric plc can re-allot shares it holds as treasury shares under Irish law		Page 71

At the Annual General Meeting, management will review nVent Electric plc’s affairs and will also present nVent Electric plc’s Irish statutory financial statements for the fiscal year ended December 31, 2019 and the report of the statutory auditors thereon.

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Proposal 1	Elect Director Nominees
		The Board recommends a voteFOR each Director nominee

Our Board currently has eleven members. On the recommendation of the Governance Committee, the Board has nominated each of the ten individuals named below for election for a one-year term expiring on completion of the 2021 Annual General Meeting. Effective upon the completion of the 2020 Annual General Meeting, the Board has reduced its size to ten. 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.

Biographies of the director nominees follow. These biographies include for each director their ages (as of the date of the filing of this Proxy Statement); their business experience; the publicly held and some other organizations of which they are, or have been within the past five years, directors; and a discussion of the specific experience, qualifications, attributes or skills that led to the conclusion that each should serve as a director.

The resolutions in respect of this Proposal 1 are ordinary resolutions. The text of the resolutions in respect of Proposal 1 are as follows:

“IT IS RESOLVED, by separate ordinary resolutions, to elect the following ten director nominees for a term expiring on completion of the 2021 Annual General Meeting: Brian M. Baldwin, Jerry W. Burris, Susan M. Cameron, Michael L. Ducker, Randall J. Hogan, Ronald L. Merriman, Nicola T. Palmer, Herbert K. Parker, Beth A. Wozniak, and Jacqueline Wright.”

Vote Requirement

Under our Articles of Association, the election of each director requires the affirmative vote of a majority of the votes cast in person or by proxy at the Annual General Meeting. A nominee who does not receive a majority of the votes cast in an uncontested election will not be elected to our Board. Your proxies cannot be voted for a greater number of persons than the number of nominees named in this Proxy Statement.

	The Board recommends a voteFORelection of each Director nominee.

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Proposal 1

Directors Standing for Election

Brian M. Baldwin
Director since2018 Age37 Independent Committees  Compensation  Governance	Mr. Baldwinis a Partner and Senior Analyst of Trian Fund Management, L.P., a multi-billion dollar investment management firm, and he has served as a member of the investment team of Trian since August 2007. From 2015 until the Separation, Mr. Baldwin attended meetings of the board of directors of Pentair plc in an observer capacity. As a senior member of Trian’s investment team, he has worked with numerous public companies to implement operational, strategic, and corporate governance improvements. Prior to joining Trian, Mr. Baldwin was an analyst at Merrill Lynch Global Private Equity from 2005 to 2007. Qualifications:Mr. Baldwin brings expertise in the areas ofcorporate strategy development,investment in companies, finance, accounting,mergers & acquisitionsand thebroader industrial sector.

Jerry W. Burris
Director since2018 Age56 Independent Committees  Compensation(Chair)  Governance	Mr. Burrisis the President and Chief Executive Officer of Midwest Can Company, a manufacturer of portable fuel cans and specialty containers, a position he has held since May 2018. Mr. Burris served as President and Chief Executive Officer of Associated Materials Group, Inc., a manufacturer of professionally installed exterior building products, from 2011 to 2014. Prior to that, he served as President, Precision Components of Barnes Group Inc., and was the President of Barnes Industrial, a global precision components business within Barnes Group. Prior to joining Barnes Group, Mr. Burris held a number of senior management positions at General Electric including President and Chief Executive Officer of Advanced Materials Quartz and Ceramics; General Manager of Global Services at GE Healthcare; head of global supply chain sourcing with GE Industrial Systems and Honeywell Integration. Mr. Burris has served as a director of Midwest Can Company since 2017, and Fifth Third Bancorp since 2016. During the past five years, Mr. Burris also previously served as a director of Pentair plc. Qualifications:Mr. Burris brings to our Board significantexecutive leadership experiencein management ofglobal manufacturing operationsand related processes, such assupply chain management, quality control and product development. Mr. Burris also provides our Board with insight intooperating best practicesand current developments in a variety of management contexts.

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Proposal 1

Susan M. Cameron (Lead Director upon completion of the 2020 Annual General Meeting)
Director since2018 Age61 Independent Committees  Audit and Finance	Ms. Cameronis the retired Chairman and Chief Executive Officer of Reynolds American Inc., a publicly-traded tobacco company, where she served as its Non-Executive Chairman from May 2017 to July 2017, its Executive Chairman from January 2017 to May 2017, and its Chief Executive Officer and member of the Board of Directors from 2014 to 2016. Prior to that, she served as President and Chief Executive Officer from 2004 to 2011 and as a member of its Board of Directors from 2006 to 2011. Prior to joining Reynolds American Inc., Ms. Cameron held various marketing, management and executive positions at Brown & Williamson Tobacco Corporation, a U.S. tobacco company. Ms. Cameron has served as a director of Aramark since 2019, as a director of Tupperware Brands Corporation since 2011 and the Non-Executive Chairman of Tupperware Brands Corporation since November 2019. During the past five years, Ms. Cameron also previously served as a director of R.R. Donnelley & Sons Company. Qualifications:Ms. Cameron has considerable experience in the executive leadership and marketing functions of a public company. Ms. Cameron brings to our Board strong leadership skills,marketing and brand leadershipexpertise and essential insights and perspectives regarding the strategic andoperational opportunities and challenges of a global manufacturing business.

Michael L. Ducker
Director since2018 Age66 Independent Committees  Compensation  Governance(Chair, upon completion of the 2020 Annual General Meeting)	Mr. Duckeris the retired President and Chief Executive Officer of FedEx Freight, a segment of FedEx Corporation, a global provider of supply chain, transportation, business and related information services, having served from 2015 to 2018. From 2009 to 2015 he held the positions of Executive Vice President and Chief Operating Officer and President of International for FedEx Express, a segment of FedEx Corporation, and prior to that he held various executive and management positions with FedEx Express. Mr. Ducker has served as a director of International Flavors & Fragrances Inc. since 2014, and also serves as a director of Amway Corporation, a privately held direct selling business. Qualifications:Mr. Ducker’s significant seniorexecutive and international experiencecoupled with his extensive expertise incomplex global operations and logisticscomplements the strength of our Board. Mr. Ducker’s prior experience as Chief Executive Officer of FedEx Freight provides him with knowledge of a number of important areas, including leadership,risk assessmentand operational issues.

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Proposal 1

Randall J. Hogan (Chairman)
Director since2018 Age64 Chairman since2018	Mr. Hoganserves as our non-executive Chairman of the Board. Prior to the Separation, Mr. Hogan served as Pentair plc’s Chief Executive Officer from 2001 to 2018 and as its Chairman from 2002 to 2018. Prior to his role as Chief Executive Officer, Mr. Hogan held various leadership roles at Pentair plc including President and Chief Operating Officer, and Executive Vice President and President of the Electrical and Electronic Enclosures Group. Mr. Hogan also held leadership roles with United Technologies Corporation as President of the Carrier Transicold Division; Pratt & Whitney Industrial Turbines as Vice President and General Manager; General Electric Company in executive positions in a variety of functions such as marketing, product management, and business development and planning; and McKinsey & Company as a consultant. Mr. Hogan has served as director of Medtronic plc since 2015. During the past five years, Mr. Hogan also previously served as a director of Pentair plc and Covidien plc. Qualifications:Mr. Hogan has significant leadership experience both with Pentair plc and predecessor employers demonstrating a wealth ofoperational management, strategic, organizational and business transformation acumen. His deep knowledge of business in general and our businesses, strengths and opportunities in particular, as well as his experience as a director in two othercomplex global public companies allow him to make significant contributions to our Board.

Ronald L. Merriman
Director since2018 Age75 Independent Committees  Audit and Finance(Chair)	Mr. Merrimanis a retired Vice Chairman and partner of KPMG LLP, a global accounting and consulting firm, where he held various leadership roles from 1967 to 1997. At KPMG LLP, Mr. Merriman served as Vice Chairman of the Executive Management Committee. He also led KPMG’s Global Transportation & Logistics Practice and its Global Healthcare Practice and served as its U.S. Liaison Partner for Asia. More recently, Mr. Merriman founded Merriman Partners, a management advisory firm, in 2003 and served as its managing partner from 2004 to 2011. Prior to that, he served as managing director of O’Melveny & Myers LLP, a global law firm, as Executive Vice President of Carlson Wagonlit Travel, and a President of Ambassador Performance Group, Inc. Mr. Merriman has served as a director of Realty Income Corporation since 2005, and Aircastle Limited since 2006. During the past five years, Mr. Merriman also previously served as a director of Pentair plc and Haemonetics Corporation. Qualifications:Mr. Merriman has extensive expertise infinancial management and accounting,enterprise risk management and operational controlsof multinational companies. Throughout his professional career and public company audit committee experience, he has been exposed to issues involvingaccounting and audit standards, business law and corporate ethics.

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Proposal 1

Nicola T. Palmer
Director nominee Age52 Independent Committees  Audit and Finance*	Ms. Palmer is the Chief Product Development Officer of Verizon Communications, Inc., a global provider of technology, communications, information and entertainment products and services, having served in that role since 2019. Previously, she served as Chief Network Engineering Officer and Head of Wireless Networks from 2017-2018 and as Chief Technology Officer for Verizon Wireless from 2013-2017, after having served in technology roles of increasing responsibility for Verizon since 2000. Ms. Palmer was recommended by a third party search firm to our Governance Committee of the Board, which recommended to the Board to approve the nomination of Ms. Palmer to stand for election at the 2020 Annual General Meeting. Qualifications:With a career spanningtechnology, engineering, operations, service management, product development, and strategy/planning, Ms. Palmer has extensive expertise inbuilding, evolving and innovating technology products, platforms and services. She has significant experience in digital business transformation, and evaluatingacquisitions and investments to drive innovation forward.

Herbert K. Parker
Director since2018 Age61 Independent Committees  Audit and Finance	Mr. Parkerwas Executive Vice President of Operational Excellence for Harman International Industries, Inc., a worldwide developer, manufacturer and marketer of audio products, lighting solutions and electronic systems, from 2015 to 2017, and was the Executive Vice President and Chief Financial Officer of Harman Industries, Inc. from 2008 to 2014. Previously, Mr. Parker served in various financial positions with ABB Ltd. including as Chief Financial Officer of the Americas region. Mr. Parker began his career as a staff accountant with C-E Systems. Mr. Parker has served as a director of each of Apogee Enterprises Inc. and American Axle & Manufacturing since 2018, and as a director of TriMas Corporation since 2015. Qualifications:Mr. Parker has extensive experience infinancial and asset management, accounting and audit,andSarbanes-Oxley compliancefor public companies. His experience serving as a financial executive with multiple public companies in many different countries has provided him with extensive leadership experience and subject matter expertise in enterpriserisk management, investor relations,operations and international business.

Beth A. Wozniak
Director since2018 Age55	Ms. Wozniakwas appointed as our Chief Executive Officer upon completion of the Separation on April 30, 2018. Prior to the Separation, Ms. Wozniak was President of Pentair plc’s Electrical segment from 2017 to 2018, and served as President of Pentair plc’s Flow & Filtration Solutions Global Business Unit from 2015 to 2016. Previously, Ms. Wozniak held various leadership roles at Honeywell International Inc., and its predecessor AlliedSignal, from 1990 to 2015 including as President of the Environmental and Combustion Controls unit of Honeywell International Inc. from 2011 to 2015 and prior to that as President of the Sensing and Controls unit of Honeywell International Inc. from 2006 to 2011. Qualifications:Ms. Wozniak brings extensive experience inleading complex, global business operations andmergers and acquisitions, and contributes leadership expertise and insights to our Board.

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Proposal 1

Jacqueline Wright
Director since2020 Age 60 Independent Committees  Compensation  Governance	Ms. 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 2011-2017 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. Ms. Wright was recommended by a third party search firm to our Governance Committee of the Board, which recommended to the Board to approve the nomination of Ms. Wright to stand for election at the 2020 Annual General Meeting. Qualifications:Ms. Wright possesses extensive digital transformation experience, and contributes leadership in the areas of technology advancement and the deployment of key customer experiences across multiple technology platforms.

Director Independence

The Board, based on the recommendation of the Governance Committee, determines the independence of each director and director nominee based upon the New York Stock Exchange listing standards and the categorical standards of independence included in our Corporate Governance Principles, which can be found atinvestors.nvent.com/corporate-governance/governance-documents/default.aspx. Based on these standards, the Board has affirmatively determined that all of our non-employee directors and director nominees other than Mr. Hogan (i.e., Mses. Cameron, Palmer and Wright, David H. Y. Ho and William T. Monahan, and Messrs. Baldwin, Burris, Ducker, Merriman and Parker) are independent and have no material relationship with us (including our directors and officers) that would interfere with their exercise of independent judgment. The Board has affirmatively determined that Randall J. Hogan (Chairman of the Board) and Beth Wozniak (Chief Executive Officer) are not independent.

In determining independence, our Board and Governance Committee consider circumstances where a director or director nominee serves as an employee of another company that is a customer or supplier. The Board and Committee have reviewed each of these relationships, which are set forth below. In each case, the relationship involves sales to or purchases from the other company that, for each of 2017 through 2019, were (a) less than the greater of $1 million or 2% of that organization’s consolidated gross revenues during each of 2019, 2018 and 2017; and (b) not of an amount or nature that impeded the director’s exercise of independent judgment.

Director Qualifications; Diversity and Tenure

The Governance Committee and the Board recognize that the Board’s contributions and effectiveness depend on the character and abilities of each director individually as well as on their collective strengths. Accordingly, the Committee and the Board evaluate candidates based on several criteria taking into account issues of judgment, diversity, age, and skills, all in the context of an assessment of the perceived needs of the Board at that point in time. Directors are chosen with a view to bringing to the Board a diversity of experience and backgrounds and establishing a core of business advisers with financial and management expertise. The Committee and the Board also consider candidates with substantial experience outside the business community, such as in the public, academic or scientific communities. In addition, the Committee and the Board consider the tenure of incumbent directors, with the goal of having a mix of shorter-tenured directors who provide fresh perspectives and longer-tenured directors who provide experience regarding our company and its business.

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Proposal 1

When considering candidates for election as directors, the Committee and the Board are guided by the following principles, found in our Corporate Governance Principles:

Our policies on director qualifications emphasize our commitment to diversity at the Board level – diversity not only of gender, sexual orientation, race, religion or national origin but also diversity of experience, expertise and training. The Governance 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.”

Consistent with our Corporate Governance Principles, Mr. Merriman previously submitted to the Board to consider an offer to tender his resignation from the Board effective as of the 2020 Annual General Meeting, which is the first annual general meeting of our shareholders to be held after Mr. Merriman turns 75 years of age. After considering Mr. Merriman’s extensive expertise and qualifications discussed above, the contributions he makes to our Board and as Chair of our Audit Committee and the needs of the Board, and upon the recommendation of the Governance Committee, the Board unanimously rejected Mr. Merriman’s offer.

Shareholder Recommendations, Nominations and Proxy Access

Our Corporate Governance Principles provide that the Governance Committee will consider persons properly recommended by shareholders to become nominees for election as directors in accordance with the criteria described above under “Directors Qualifications; Diversity and Tenure.” Recommendations for consideration by the Governance Committee, together with appropriate biographical information concerning each proposed nominee, should be sent in writing to c/o Corporate Secretary, nVent Electric plc, The Mille, 1000 Great West Road, 8th Floor (East), London, TW8 9DW United Kingdom.

Our Articles of Association set forth procedures to be followed by shareholders who wish to nominate candidates for election as directors in connection with an Annual General Meeting. All such nominations must be accompanied by certain background and other information specified in the Articles of Association and submitted within the timing requirements set forth in the Articles of Association. See “Shareholder Proposals and Nominations for the 2021 Annual General Meeting” below for more information.

In addition, eligible shareholders may under certain circumstances be able to nominate and include in our proxy materials a specified number of candidates for election as directors under the proxy access provisions in our Articles of Association. All such nominations must be accompanied by certain background and other information specified in our Articles of Association and submitted within the timing requirements set forth in our Articles of Association. See “Shareholder Proposals and Nominations for the 2021 Annual General Meeting of Shareholders” below for more information.

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Corporate Governance Matters

The Board’s Role and Responsibilities

Risk Oversight

At the direction of our Board, we have instituted an enterprise-wide risk management system to assess, monitor and mitigate risks that arise in the course of our business. The Board has determined that the Board as a whole, and not a separate committee, will oversee our risk management process. Each of our Board Committees focuses on specific risks within its respective area of responsibility, but the Board believes that the overall enterprise risk management process is more properly overseen by the full Board. Our Chief Financial Officer has the primary responsibility to the Board in the planning, assessment and reporting of our risk profile. The Board reviews an assessment of, and a report on, our risk profile on a regular basis.

Oversight in Company Strategy

At least once per year, the Board and senior management engage in an in-depth strategic review of the Company’s outlook and strategies which is designed to create long-term shareholder value and serves as the foundation upon which goals are established. Throughout the year, the Board then monitors management’s progress against such goals.

Oversight in Succession Planning

The Board views its role in succession planning and talent development as a key responsibility. At least once annually, usually as part of the annual talent review process, the Board discusses and reviews the succession plans for the Chief Executive Officer position and other executive officers and key contributors. The Directors become familiar with potential successors for key management positions through various means, including annual talent reviews, presentations to the Board, and communications outside of meetings. Our succession planning process is an organization-wide practice designed to proactively identify, develop and retain the leadership talent that is critical for our future business success.

Communicating with Shareholders and Other Stakeholders

We believe that maintaining an active dialogue with our shareholders is important to our long-term success. We value the opinions of our shareholders and other stakeholders and welcome their views throughout the year on key issues.

If you wish to communicate with the Board, non-management directors as a group or any individual director, including the Lead Director, you may send a letter addressed to the relevant party, nVent Electric plc, c/o Corporate Secretary, The Mille, 1000 Great West Road, 8th Floor (East), London, TW8 9DW United Kingdom. Any such communications will be forwarded directly to the relevant addressee(s).

Policies and Procedures Regarding Related Person Transactions

Our Board has adopted written policies and procedures regarding related person transactions. For purposes of these policies and procedures:

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Corporate Governance Matters

Potential related person transactions must be disclosed in the manner required in our Articles of Association and be brought to the attention of the Governance Committee directly or to the General Counsel for transmission to the Committee. Disclosure to the Committee should occur before, if possible, or as soon as practical after the related person transaction is effected, but in any event as soon as practical after the executive officer or director becomes aware of the related person transaction. The Committee’s decision whether to approve or ratify a related person transaction is to be made in light of a number of factors, including the following:

We had no related person transactions during 2019. To our knowledge, no related person transactions are currently proposed.

Board Structure and Processes

We and our Board are committed to the highest standards of corporate governance and ethics. As part of this commitment, the Board has adopted a set of Corporate Governance Principles that sets out our policies on:

The Board regularly reviews and, if appropriate, revises the Corporate Governance Principles and other governance instruments, including the charters of its Audit and Finance, Compensation and Governance Committees, in accordance with rules of the Securities and Exchange Commission, or SEC, and the NYSE. The Board has also adopted a Code of Business Conduct and Ethics and has designated it as the code of ethics for our Chief Executive Officer and senior financial officers.

Copies of these documents are available, free of charge, on our website atinvestors.nvent.com/corporate-governance/governance-documents/default.aspx.

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Corporate Governance Matters

Board Leadership Structure

We do not have a policy requiring the positions of Chairman of the Board and Chief Executive Officer to be held by different persons. Rather, the Board has the discretion to determine whether the positions should be combined or separated. The Board determined, in connection with the Separation, that it is in the Company’s best interests to separate the positions of Chairman 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, the Board will annually select an independent Lead Director whenever the Chairman is not an independent director. Our current Lead Director is Mr. Monahan, and Ms. Cameron will assume the role of Lead Director upon completion of the 2020 Annual General Meeting. The Lead Director shall have the responsibilities set forth in the Corporate Governance Principles or as requested by the Board, including:

Board and Committee Self-Assessments

The Board annually conducts a self-assessment of the Board and each Committee. The assessment process consists of a written evaluation comprising both quantitative scoring and narrative comments on a range of topics, including the composition and structure of the Board, the type and frequency of communications and information provided to the Board and the Committees, the Board’s effectiveness in carrying out its functions and responsibilities, the effectiveness of the Committee structure, directors’ preparation and participation in the meetings and the values and culture displayed by the Board members. The evaluation responses are compiled by a third party and shared with the Chairman, Lead Director and Governance Committee Chair who lead a discussion of the assessment results at the following Board meeting.

In addition, a verbal assessment is conducted at the end of every Board meeting and every Committee meeting, other than those Committee meetings scheduled for the purpose of reviewing quarterly earnings materials.

Board Education

Board education is an ongoing, year-round process, which begins when a director joins our Board. Upon joining our Board, new directors are provided with a comprehensive orientation to our company, including our business, strategy and governance. For example, new directors typically participate in introductory meetings with our senior business and functional leaders. On an ongoing basis, directors receive presentations on a variety of topics related to their work on the Board and within the industry, both from senior management and from experts outside of the company. Directors may also enroll in continuing education programs sponsored by third parties at our expense.

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Committees of the Board

The Board has three standing committees comprised solely of independent directors: the Audit and Finance Committee, the Compensation Committee and the Governance Committee. The committee members generally also meet in executive session without management present at each meeting.

Audit and Finance Committee

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Compensation Committee

Governance Committee

Attendance at Meetings

The Board held five meetings in 2019. 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. The independent directors generally also meet in executive session, chaired by the Lead Director, and did so at each regular scheduled Board meeting in 2019. All directors attended at least 75% of the aggregate of all

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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 2019, with an average attendance of over 98%. All of the directors then serving attended the 2019 Annual General Meeting in person, except for Messrs. Baldwin and Parker, who attended by telephone.

Director Compensation

Director compensation is recommended by the Governance Committee and approved by the Board. We use a combination of cash and equity-based incentive compensation to attract and retain qualified directors. Compensation of our directors reflects our belief that a significant portion of directors’ compensation should be tied to long-term growth in shareholder value. Ms. Wozniak, our Chief Executive Officer, is our only employee director; she receives no separate compensation for her Board service. Directors do not receive fees for meeting attendance.

In 2019 Willis Towers Watson reviewed our director compensation with the Governance Committee based on the director compensation practices of our executive compensation peer group (described on page 30). No changes were recommended at this time and no changes were made.

Director Retainers

The annual retainers for non-employee directors’ service on the Board and Board Committees in 2019 were as follows:

Equity Awards

Non-employee directors also receive an annual grant with a value of $130,000. Grants are made in the form of restricted stock units, which generally vest one year after the grant date. Share withholding is allowed to cover the taxes on restricted stock unit vesting. Directors are restricted from selling nVent ordinary shares until they meet the stock ownership guideline of five times the annual board retainer within five years. Each restricted stock unit represents the right to receive one of our ordinary shares upon vesting and includes one dividend equivalent unit, which entitles the holder to all cash dividends declared on one of our ordinary shares from and after the date of grant. Dividend equivalent units are accrued during the vesting period, and paid to directors in cash at the same time the related restricted stock units vest.

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Director Compensation Table

The table below summarizes the compensation that we paid to non-employee directors for 2019.

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Executive Compensation

Proposal 2	Approve, by Non-Binding Advisory Vote, the Compensation of the Named Executive Officers
		The Board recommends a voteFOR approval of the compensation of the Named Executive Officers

In accordance with Section 14A of the Securities Exchange Act of 1934, the Board is asking the shareholders to approve, by non-binding advisory vote, the compensation of the Named Executive Officers disclosed in the sections below titled “Compensation Discussion and Analysis” and “Executive Compensation Tables.” We currently hold these votes annually and expect to hold the next such vote at our 2021 Annual General Meeting.

Executive compensation is an important matter to the Board and the Compensation Committee and to our shareholders. We have designed our executive compensation programs to align executive and shareholder interests by rewarding the achievement of specific annual and long-term goals that create long-term shareholder value. We believe that our executive compensation programs provide competitive compensation that will motivate and reward executives for achieving annual and long-term financial and strategic objectives, provide rewards commensurate with performance to incentivize the Named Executive Officers to perform at their highest levels, encourage growth and innovation, attract and retain the Named Executive Officers and other key executives and align our executive compensation with shareholders’ interests through the use of equity-based incentive awards.

The Compensation Committee has overseen the development and implementation of our executive compensation programs in line with these compensation objectives. The Compensation Committee also continuously reviews, evaluates and updates our executive compensation programs to ensure that we provide competitive compensation that motivates the Named Executive Officers to perform at their highest levels while increasing long-term value to our shareholders.

These and other actions demonstrate our continued commitment to align executive compensation with shareholders’ interests while providing competitive compensation to attract, motivate and retain the Named Executive Officers and other key executives. We will continue to review and adjust our executive compensation programs with these goals in mind to ensure the long-term success of our company and generate increased long-term value to our shareholders.

This non-binding advisory vote gives you an opportunity to express your views about our executive compensation programs. As we further align our executive compensation programs with the interests of our shareholders while continuing to retain key talented executives that drive our company’s success, we ask that you approve the compensation of the Named Executive Officers.

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The resolution in respect of this Proposal 2 is an ordinary resolution. The text of the resolution in respect of Proposal 2 is as follows:

“IT IS RESOLVED,that, on a non-binding, advisory basis, the compensation of nVent Electric plc’s Named Executive Officers as disclosed in the Compensation Discussion and Analysis, the accompanying compensation tables and the related disclosures contained in nVent Electric plc’s proxy statement is hereby approved.”

Vote Requirement

Approval, by non-binding advisory vote, of the compensation of the Named Executive Officers requires the affirmative vote of a majority of the votes cast in person or by proxy at the Annual General Meeting.

	Each of the Board and the Compensation Committee recommends a voteFORthe approval of the compensation of the Named Executive Officers.

Compensation Committee Report

The Committee has reviewed and discussed the following Compensation Discussion and Analysis with management and, based on such review and discussions, the Committee has recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement and incorporated by reference into our Annual Report on Form 10-K for the year ended December 31, 2019.

THE COMPENSATION COMMITTEE

Jerry W. Burris,Chair
Brian M. Baldwin
David H.Y. Ho
Michael L. Ducker

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Compensation Discussion and Analysis

Our Named Executive Officers

This Compensation Discussion and Analysis describes the compensation programs and decisions made by the Compensation Committee in regard to the compensation of the following named executive officers (“Named Executive Officers”) for 2019:

2019 Business Results^*

nVent is a $2.2 billion in sales, high-performance electrical company with a dedicated team of approximately 9,500 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.

With a culture rooted in continuous improvement, the core of our operating model is Spark, our management system. Spark has five elements: People, Growth, Lean, Digital and Velocity. Together, they provide the mindset and operating system to propel the success of our new company. Spark supports the high performance culture we are building at nVent. Spark has five elements: People Growth, Lean, Digital and Velocity:

Our teams executed well in a year where we saw macroeconomic uncertainty negatively impact global demand. Sales were flat relative to 2018; however the team was able to expand segment income^**margin, deliver earnings per share (“EPS”) growth and generate strong free cash flow. 2019 full-year results and highlights include:

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Sales
		Our sales during 2019 were $2,204 million, approximately flat compared to $2,214 million in 2018. Sales is a key metric in our Management Incentive Plan, detailed beginning on page 32.
Segment Income
		Operating income in 2019 was $333 million compared to $311 million in 2018. Segment Income in 2019 was $424 million, flat compared to 2018. Return on Sales (Segment Income divided by Sales) expanded 20 basis points in 2019 over the prior year. Segment Income is a key metric in our Management Incentive Plan, detailed beginning on page 32.
Adjusted EPS
		Full-year reported EPS was $1.29 in 2019 compared to $1.28 in 2018. Adjusted EPS was $1.78 in 2019, up 2% compared to $1.74 in 2018. EPS is a key metric in our Long-Term Incentive Plan, detailed beginning on page 34.
Free Cash Flow
		Full-year net cash provided by operating activities was $336 million and total free cash flow was $304 million in 2019. This compares to full-year net cash provided by operating activities of $344 million and total free cash flow of $301 million in 2018. Free cash flow is a key metric in our Management Incentive Plan, detailed beginning on page 32.

In 2019 we were pleased with our ability to execute in a more challenging macroeconomic environment while making progress and building momentum around our One nVent initiatives. On capital allocation, we completed our first acquisition with Eldon, paid a competitive dividend and bought back approximately 5 percent of our shares outstanding. To ensure a One nVent focus and strong teamwork, all members of our leadership team were assigned to short- and long-term incentive plans that are tied to the overall performance of nVent. Sales, operating income and cash flow were below plan, resulting in below target annual incentive payments for 2019 (see Annual Incentive Compensation discussion beginning on page 32). nVent is committed to ensuring that our executive pay programs are always closely aligned with the business results and support the interests of our shareholders.

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Overview of Compensation Program and Objectives

The Compensation Committee sets and administers the policies that govern our executive compensation, including:

The Committee believes that the most effective executive compensation program aligns executive initiatives with shareholders’ economic interests. The Committee seeks to accomplish this by rewarding the achievement of specific annual and long-term goals that create lasting shareholder value.

The Committee’s specific objectives include:

To balance the objectives described above, our executive compensation program uses the following direct compensation elements:

We also provide limited perquisites and other benefits to attract and retain executives over the longer term.

The Compensation Committee reviews total compensation for executive officers and the relative levels of each of these forms of compensation against the Committee’s goals. The mix of total direct compensation for 2019 for our Chief Executive Officer and the average of the other Named Executive Officers is shown in the chart on page 31.

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Our Compensation Best Practices

Shareholder Engagement Initiatives

We value investor feedback and will continue to seek feedback through engagement initiatives to align our executive compensation programs with shareholder expectations. We view shareholder engagement as an important and continuous cycle. Throughout 2019, members of the Board and management met with shareholders representing approximately 26% of our outstanding common stock on a range of issues. Through these engagements, we received feedback in support of our existing executive compensation program.

2019 Shareholder Engagement Process

Advisory Shareholder Say-on-Pay Vote At our 2019 Annual General Meeting, after the 2019 executive compensation actions described in this Compensation Discussion and Analysis had taken place, we held an advisory shareholder vote to approve the compensation of our Named Executive Officers for 2019. We are gratified that our shareholders voted 92.7% in favor of our executive compensation programs. In light of this strong level of shareholder support for our compensation programs, we did not undertake any material changes for 2019 in response to the vote.

We expect to continue a similar engagement process for 2020.

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Compensation Discussion and Analysis

Comparative Framework

In setting compensation for our executive officers, including our Named Executive Officers, the Committee uses competitive compensation data from an annual total compensation study of selected peer companies (our “Comparator Group”) and other relevant survey sources to inform its decisions about overall compensation opportunities and specific compensation elements. Additionally, the Committee uses multiple reference points when establishing targeted compensation levels. The Committee applies judgment and discretion in establishing targeted pay levels, taking into account not only competitive market data, but also factors such as company, business segment and individual performance, scope of responsibility, critical needs and skill sets, experience, leadership potential and succession planning. Our Compensation Committee selects companies for inclusion in the Comparator Group based on several important criteria:

The Committee worked with Willis Towers Watson to develop our Comparator Group for use in setting target compensation for 2019 for our executive officers, including our Named Executive Officers. Our Comparator Group for 2019 included the following 19 peer companies, which had revenues ranging from approximately $1,183 billion to $4,846 billion, with median revenues of approximately $2,745 billion:

Following its annual review of the Comparator Group in preparation for setting 2020 compensation, the Committee approved the removal of General Cable Corporation following that company’s sale in a merger transaction. No other changes were made for 2020.

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2019 Compensation Program Elements

We have three elements of total direct compensation: base salary, annual incentives and long-term incentives, which are described below. We also provide limited perquisites (see page 35) and standard retirement and health and welfare benefits (see pages 37 and 38).

2019 Target Direct Compensation Mix
CEO		Other Named Executive Officers

Base Salaries

We provide each Named Executive Officer with a fixed base salary. In setting base salaries, the Committee generally references comparable positions at peer companies based on available market data, which include published survey data and proxy statement data for our Comparator Group. The Committee considers compensation at comparable companies, and does not set base salaries based on a particular peer group benchmark or any single factor. Differences in base salaries among the Named Executive Officers are determined by the Committee based on numerous factors such as competitive conditions for the Named Executive Officer’s position within the Comparator Group and in the broader employment market, as well as the Named Executive Officer’s level of responsibility, experience and individual performance.

Following a detailed review of each Named Executive Officer’s base salary, the Committee approved the following:

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Annual Incentive Compensation

To provide competitive compensation to attract and retain top talent while linking pay to annual performance, we pay a portion of our executives’ cash compensation as incentive compensation tied to annual business performance as measured against annual goals established by the Committee. In 2019, we provided cash annual incentive compensation to our executive officers, including the Named Executive Officers, under our Management Incentive Plan (“MIP”). MIP awards were granted under the nVent Electric plc 2018 Omnibus Incentive Plan.

Each Named Executive Officer’s targeted level of incentive compensation opportunity under the MIP is set as a percentage of base salary, based on the Committee’s review of their independent advisor’s recommendations, relevant survey data and, in the case of Named Executive Officers other than the Chief Executive Officer, the recommendations of the Chief Executive Officer. The Committee generally sets each executive’s target incentive compensation opportunity with reference to the Comparator Group’s target payouts and does not set target incentive compensation opportunities based on a particular peer group benchmark or any single factor.

The actual target incentive compensation opportunity set by the Committee for each Named Executive Officer varies depending on a wide range of factors, including competitive conditions for the Named Executive Officer’s position within the Comparator Group and in the broader employment market, as well as the Named Executive Officer’s performance, level of responsibility and experience. An executive officer’s base salary multiplied by the incentive compensation opportunity percentage establishes the target incentive compensation for which the executive officer is eligible.

These incentive compensation targets as a percentage of salary and a dollar amount, based on the annual base salary in effect on December 1, 2019, were as follows:

Actual incentive compensation awarded to each Named Executive Officer may range from 0 to 2.35 times the target, depending on actual company and individual performance, as described below.

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Compensation Discussion and Analysis

For the 2019 MIP, the Compensation Committee approved, based on recommendations of our Chief Executive Officer, the following three performance measures, which applied to each of our Named Executive Officers: segment income, revenue, and free cash flow, each measured with respect to enterprise-wide performance. The performance goals that applied to each of our Named Executive Officers, as well as the weight assigned to each performance goal and the corresponding payout levels were as follows:

The target levels for the performance goals were aligned with the enterprise objectives in our annual operating plan. To provide an added performance incentive, the Committee determined that the amount of incentive compensation related to each performance goal would be scaled according to the amount by which the measure exceeded or fell short of the target. The Committee also determined that the performance goals for revenue and free cash flow should have a threshold level below which no incentive compensation would be earned, and that potential payouts would be scaled from 0.75 at the threshold to 2.0 times at the maximum, as detailed above. For income, the Committee set the threshold at 0.75 and the maximum potential payout at 3.0 times the target.

The actual incentive compensation of each Named Executive Officer was determined by multiplying the eligible target incentive compensation amount by a multiplier determined as described above. Taking into account the adjustments described below the following table, for 2019, actual results as measured by the performance goals under the MIP for each of our Named Executive Officers were as follows:

Adjustments to operating income for factors specified in the MIP included: restructuring and other charges ($24.2 million), intangible asset amortization ($61.4 million), certain acquisition related costs ($2.4 million), inventory step-up amortization ($3.2 million), foreign exchange impact ($3.8 million), and other adjustments for non-recurring items ($3.9 million). Adjustments to free cash flow for factors specified in the MIP include cash payments related to non-recurring tax matters of $10.7 million. Based on the foregoing, the Named Executive Officers received the MIP payouts that are reflected in the “Non-Equity Incentive Plan Compensation” column under “Executive Compensation Tables-Summary Compensation Table.”

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The Committee reviews and certifies our level of achievement for each performance measure before any payments are made. Under the terms of the MIP, the Committee has discretion to reduce any Named Executive Officer’s annual cash bonus prior to payment.

In establishing the 2020 MIP performance goals and potential payouts in February 2020, the Compensation Committee eliminated the 300% payout potential for Segment Income to align with governance best practices based on feedback from its Independent Advisor.

2019 Long-Term Incentive Compensation

We believe the long-term incentive compensation is an important element of executive compensation tied to building and sustaining our company’s value through ordinary share performance over time. The mix of long-term incentive award types for our Named Executive Officers in 2019 was as follows:

Equity Mix

2019

Consistent with that approach, in 2019, the Committee referenced benchmark data (including compensation surveys, Comparator Group information, and other data provided by Willis Towers Watson in setting target dollar award levels for each Named Executive Officer and for each position or grade level.

The following table shows the target value of the 2019 long-term incentive compensation awards granted to the Named Executive Officers:

The Committee approved in December 2018 the elements and mix of long-term incentive compensation granted effective January 2, 2019 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. Mr. Padmanabhan received a sign-on grant of $750,000 comprised of restricted stock units.

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For 2019, the Committee maintained the mix of long-term incentive award of performance share units at 50% of the long-term award value, and stock options and restricted stock units each at 25% of the total long-term award value. The components had the features described below:

Payouts would be scaled for performance between threshold and target and between target and maximum.

In February 2020, the Compensation Committee reviewed the performance goals and eliminated the 300% payout potential to align with governance best practices based on feedback from its Independent Advisor.

The total number of shares subject to all the performance share units, stock options and restricted stock units, and the values of the awards, granted to the Named Executive Officers in 2019 are reflected under “Executive Compensation Tables-Grants of Plan-Based Awards in 2019.” The value of restricted stock units that vested for each Named Executive Officer in 2019 and the value of options exercised by each Named Executive Officer in 2019 are shown in the table under “Executive Compensation Tables-2019 Option Exercises and Stock Vested Table.”

Perquisites and Other Personal Benefits

We provide limited benefits and perquisites to executive officers that are not available to the general employee population in the form of occasional personal use of event tickets when such tickets are not being used for business purposes, and a limited financial counseling benefit, for which, in both cases, we have no aggregate incremental cost, as well as one executive physical per year for preventative care. Additionally, spouses or guests of executive officers may be provided travel and/or entertainment benefits related to business events at which their attendance is expected and appropriate, such as company recognition events or trips, or social events held for marketing or other business purposes. These benefits are generally provided with little or no incremental cost to the Company.

Stock Ownership Guidelines

The Committee has established stock ownership guidelines for the Named Executive Officers and other executives to motivate them to become significant shareholders, and to further encourage long-term performance and growth, and to align their interests with those of shareholders generally. The Committee monitors executives’ compliance with

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these guidelines and periodically reviews the definition of “stock ownership” to reflect the practices of companies in the Comparator Group. “Stock ownership” currently includes ordinary shares owned by the officer both directly and indirectly, the pro-rated portion of the officer’s unvested restricted stock units, shares held by the officer in his or her qualified retirement plan account, and shares acquired under our employee stock purchase plan. Stock ownership does not include performance share units until they are earned at the end of the performance period. The Committee determined that, over a period of five years from appointment, certain executives should accumulate and hold ordinary shares equal to specified multiples of base salary. The multiples of base salary required by the guidelines are as follows:

Due to their recent appointments, none of the Named Executive Officers has yet met his or her ownership guideline. However, each of them has five years from their appointment to meet his or her ownership guideline.

Equity Holding Policy

We maintain an equity holding policy under which executive officers subject to our stock ownership guidelines are required to retain 100% of the net number of shares acquired under equity awards until the ownership guidelines are satisfied.

This policy may be waived to the extent its application to any individual executive officer would cause undue hardship to the executive officer.

Clawback Policy

The Committee believes it is appropriate to hold all executives accountable for actions or omissions that result in significant reputational or financial harm to our company. Accordingly, the Committee has adopted a clawback policy under which certain incentive compensation earned by our executives, including executive officers, may be recouped or forfeited if the executive’s fraud or intentional misconduct is a significant contributing factor to a restatement of financial results. The incentive compensation subject to this policy includes short-term and long-term incentive compensation to the extent the compensation was paid, credited or earned during the year after the financial results were first disclosed. In addition, all nVent employees who receive incentive compensation under the nVent Electric plc 2018 Omnibus Plan are subject to an additional forfeiture policy that requires forfeiture or cancellation of all awards and grants of every type, whether or not then vested on the employee’s last day of service if the employee’s termination was due to (a) a material violation of our policies, including any policy contained in our Code of Business Conduct, (b) embezzlement from, or theft of property belonging to us or any of our affiliates, (c) willful failure to perform, or gross negligence in the performance of, or failure to perform, assigned duties, or (d) other intentional misconduct whether related to employment or otherwise, which has, or has the potential to have, a material adverse effect on our business or the business of our affiliates.

Policy Prohibiting Hedging and Pledging

We maintain a policy that prohibits our employees, including executive officers, and directors, their family members and anyone designated to engage in securities transactions on their behalf from engaging in hedging or pledging transactions involving our ordinary shares or other nVent securities. This policy prohibits purchasing financial instruments, including prepaid variable forward contracts, equity swaps, collars and exchange funds, or otherwise engaging in transactions, that hedge or offset, or are designed to hedge or offset, any decrease in the market value of nVent securities.

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Retirement and Other Benefits

Our Named Executive Officers and other eligible executives and employees may participate in a qualified retirement plan and a nonqualified deferred compensation plan, both of which are described below. Ms. Wozniak is also eligible to participate in a Supplemental Executive Retirement Plan, which is described below under “Executive Compensation Tables – Pension Benefits.” We also provide other benefits such as medical, dental, life insurance and disability coverage to substantially all of our full-time U.S. salaried employees, including the Named Executive Officers. We aim to provide employee and executive benefits at levels that reflect competitive market levels.

Qualified Retirement Plan

For 2019, 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. We matched an amount equal to one dollar for each dollar contributed to the nVent RSIP by participating employees on the first 5% of their regular earnings to incent employees to make contributions to our retirement plan. The nVent RSIP limits the amount of cash compensation considered for contribution purposes to the maximum imposed by the Code, which was $280,000 in 2019.

Amounts deferred, if any, under the nVent RSIP by the Named Executive Officers are included in the “Salary” and “Non-Equity Incentive Plan Compensation” columns under “Executive Compensation Tables-Summary Compensation Table.” Amounts contributed by us to the nVent RSIP for the Named Executive Officers are included in the “All Other Compensation” column under “Executive Compensation Tables-Summary Compensation Table.” Matching contributions are generally made a year in arrears.

Medical, Dental, Life Insurance and Disability Coverage

Employee benefits such as medical, dental, life insurance and disability coverage are available to all full-time U.S.-based participants through our active employee plans. In addition to these benefits for active employees, we provide post-retirement medical and dental coverage to certain retirees in accordance with the legacy company plans which applied at the time the employees were hired. We provide up to one and a half times annual salary (up to $1,000,000) in life insurance, and up to $15,000 per month in long-term disability coverage. The value of these benefits is not required to be included in the Summary Compensation Table since they are made available to all full-time U.S. salaried employees.

Other Paid Time-Off Benefits

We also provide vacation and other paid holidays to all employees, including the Named Executive Officers, which we have determined to be comparable to those provided at other large companies.

Deferred Compensation

We sponsor a non-qualified deferred compensation program, called the Sidekick Plan, for our U.S. executives within or above the pay grade that has a midpoint annual salary of $181,500 in 2019. 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 $280,000 in 2019, but below the Sidekick Plan’s compensation limit of $700,000. Please see the narrative following the “Nonqualified Deferred Compensation Table” below for additional information on our contributions.

Participants in the Sidekick Plan may invest their account balances in a number of possible mutual fund investments. Fidelity Investments Institutional Services Co. provides these investment vehicles for participants and handles all allocation and accounting services for the Plan. We do not guarantee or subsidize any investment earnings under the Plan, and our ordinary shares are not a permitted investment choice under the Plan, although deferred restricted stock units and performance share units are automatically invested in shares.

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Compensation Discussion and Analysis

Amounts of cash compensation deferred, if any, under the Sidekick Plan by the Named Executive Officers are included in the “Salary” and “Non-Equity Incentive Plan Compensation” columns under “Executive Compensation Tables-Summary Compensation Table.” Our contributions allocated to the Named Executive Officers under the Sidekick Plan are included in the “All Other Compensation” column under “Executive Compensation Tables-Summary Compensation Table.”

Severance and Change-in-Control Benefits

We provide severance and change-in-control benefits to selected executives to provide for continuity of management upon a threatened or completed change in control. These benefits are designed to provide economic protection to key executives following a change in control of our company so that our executives can remain focused on our business without undue personal concern. We believe that the security that these benefits provide helps our key executives to remain focused on our ongoing business and reduces the key executive’s concerns about future employment. We also believe that these benefits allow our executives to consider the best interests of our company and its shareholders due to the economic security afforded by these benefits. We do not include an automatic single trigger change-in-control vesting, or excise tax gross-ups. We currently provide only the following severance and change-in-control benefits to our executive officers:

We explain these benefits more fully below under “Executive Compensation Tables-Potential Payments Upon Termination or Change In Control.”

On February 18, 2019, our affiliate, nVent Management Company, adopted the Severance Plan effective March 1, 2019. Under the Severance Plan, our executives, including our Named Executive Officers, are eligible to receive severance benefits in the event of a qualifying termination of employment to the extent the terms and conditions of the Severance Plan are satisfied. In the event of a qualifying termination of the employment of any of our Named Executive Officers and the satisfaction of the Severance Plan’s terms and conditions, the severance benefits would be equal to the product of (1) a severance multiplier and (2) the sum of the Named Executive Officer’s base salary and target annual bonus. The severance multiplier is two for our Chief Executive Officer and one and one-half for our other Named Executive Officers. The affected Named Executive Officer would also continue to be eligible to participate in our health plan at his or her active employee rate for a benefit continuation period of 24 months for our Chief Executive Officer and 18 months for our other Named Executive Officers. We may, in our discretion, pay for the cost of outplacement services for up to 12 months. As a condition for eligibility for the Severance Plan, participants must complete a participation agreement under which they agree to comply with customary restrictive covenants, in the case of our Named Executive Officers, for 24 months.

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Compensation Discussion and Analysis

In connection with Ms. McMahan’s cessation of employment on November 1, 2019 (the “Separation Date”), our wholly-owned subsidiary nVent Management Company (“NMC”) entered into a Separation and Release Agreement with Ms. McMahan (the “McMahan Agreement”). Under the McMahan Agreement, NMC agreed to make separation payments to Ms. McMahan of $1,345,313, provided that Ms. McMahan complied with her obligations under the McMahan Agreement, including the non-solicitation and non-competition covenants described below. The McMahan Agreement also provided that NMC would continue to contribute its current cost-share (in the amount of $1,506 per month) towards Ms. McMahan’s COBRA premiums for the first 18 months following the Separation Date provided Ms. McMahan timely elected COBRA. Ms. McMahan remained eligible to receive a prorated annual cash incentive for 2019, subject to the terms and conditions of the MIP, and earned the amount in the Summary Compensation Table below for 2019 in March 2020. NMC also paid for outplacement services up to $10,000. In addition, NMC agreed to treat Ms. McMahan’s unvested equity awards as follows: restricted stock units were fully and immediately vested effective as of the Separation Date; performance share units remained eligible for vesting following the end of the applicable performance period based upon our actual performance and actual achievement of performance goals; and stock options remained outstanding and continue to vest according to the award’s original vesting schedule and will be exercisable until the earlier of the expiration date of the award or the five year anniversary of the Separation Date. In exchange for the benefits above, Ms. McMahan released NMC and all of its affiliated entities and persons from all claims arising out of her employment or separation of employment. Ms. McMahan also agreed for a 24-month period after the Separation Date that she would not (1) provide services to any entity engaged in a business that is competitive with us and our affiliates, (2) solicit or accept competitive business from any customer of ours or our affiliates or (3) solicit any of our or our affiliates’ employees.

Impact of Tax Considerations

As a result of the Tax Cuts and Jobs Act, Section 162(m) of the Code generally limits to $1,000,000 the amount of compensation that we can deduct in any one year with respect to certain covered executives, including our Named Executive Officers (excluding only certain performance-based compensation that is payable pursuant to a binding contract that was in place as of November 2, 2017). However, our Compensation Committee intends to set compensation for our executive officers at levels that it believes are necessary to attract, motivate, retain and reward executives, even if a portion of such compensation is not deductible under Section 162(m).

The Committee also considers the impact of other tax provisions, such as the restrictions on deferred compensation set forth in Section 409A of the Code, and attempts to structure compensation in a tax-efficient manner, both for the Named Executive Officers and for our company.

Compensation Consultant

During 2019, the Committee continued to retain Willis Towers Watson, an external compensation consultant, to advise the Committee on executive compensation issues. See “Corporate Governance Matters – Committees of the Board – Compensation Committee.” The Committee evaluated the independence of Willis Towers Watson and the individual representatives of Willis Towers Watson who served as the Committee’s consultants based on the factors required by the NYSE. The only other services provided by Willis Towers Watson in 2019 to our company in addition to its service as compensation consultant to the Compensation Committee was a de minimis amount of retirement and talent and rewards consulting.

At the direction of the Committee, Willis Towers Watson advises the Committee in implementing and overseeing appropriate compensation programs and policies. As part of this process, Willis Towers Watson provides the Committee with comparative market data based on analyses of the practices of the Comparator Group defined above under “Comparative Framework” and relevant survey data. The comparative market data that Willis Towers Watson provides address the structure of the compensation programs maintained by the Comparator Group companies as well as the amount of compensation they provide. Willis Towers Watson provides guidance on industry best practices and advises the Committee in determining appropriate ranges for base salaries, annual incentives and equity compensation for each senior executive position.

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Compensation Discussion and Analysis

Evaluating the Chief Executive Officer’s Performance

The Board and the Compensation Committee employ a formal rating process to evaluate the Chief Executive Officer’s performance. As part of this process, the Board reviews financial and other relevant data related to the performance of the Chief Executive Officer at each meeting of the Board throughout the year. At the end of the year, each non-management director provides an evaluation and rating of the Chief Executive Officer’s performance in various categories. The Committee Chair submits a consolidated rating report and the Committee’s recommendations regarding the Chief Executive Officer’s compensation to the non-management directors for review and ratification. The Chairman of the Board, Chairman of the Committee, and the Lead Director chair a discussion with the directors in executive session without the Chief Executive Officer present. From that discussion, the Committee finalizes the Chief Executive Officer’s performance rating. The Chairman of the Board, the Chairman of the Committee, and the Lead Director review the final performance rating results and commentary with the Chief Executive Officer. The Committee takes the performance rating and financial data into account in determining the Chief Executive Officer’s compensation and the approval of goals and objectives for the Chief Executive Officer for the following year.

Equity Award Practices

The Committee reviews and approves all equity awards to newly hired or promoted executives at regular meetings throughout the year. As a rule, the Committee grants awards to newly hired or promoted executives that are effective the earlier of the last day of the month following the date of hire or promotion or the last day of the month following the date of the Committee meeting at which the grant is approved. If the last day of such month is a day on which the NYSE is not open for trading, then the grant date will be the first day of the following month on which the NYSE is open for trading. The Committee has also given the Chief Executive Officer discretion to grant equity awards to non-executive officers as required throughout the year (other than normal annual grants, which are granted by the Committee) within the guidelines of the nVent Electric plc 2018 Omnibus Incentive Plan, up to a maximum grant date value of $1,500,000 total for 2019. 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.

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Executive Compensation Tables

Summary Compensation Table

The table below summarizes the total compensation paid to or earned by each of the Named Executive Officers for theyears ended December 31, 2017, 2018 and 2019.

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Executive Compensation Tables

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Executive Compensation Tables

Grants of Plan-Based Awards in 2019

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Executive Compensation Tables

Outstanding Equity Awards at December 31, 2019