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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2021

Notice of Annual General
Meeting and Proxy Statement

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Letter to Shareholders

At nVent, we believe that safer systems ensure a more secure world. Our mission is to connect and protect our customers with inventive electrical solutions. Macro trends like the electrification of everything and increasing needs for safety and security are driving increased demand for our products and solutions. The world is becoming more digital and connected, and each of our three business segments have important roles to play.

Our Enclosures segment has one of the broadest offerings and provides protection for electronics and data everywhere. We continued to grow our data center and networking portfolio, expanding our liquid cooling solutions. With the Eldon acquisition, we expanded our portfolio globally, and are well-positioned to support automation trends across many industries.

Our Electrical and Fastening Solutions segment offers innovative cable management solutions to manage power and data, optimizing labor and improving job site safety. Our electrical grounding, bonding, protection and connection solutions are in demand with the build out of electrical infrastructure around the world.

Our Thermal Management segment is tapping into the Industrial internet of things, with our connected control solutions that are helping expand our applications and services to both new and existing customers.

At the core of everything we do are our people, and we are building a strong culture where employees feel included, valued and engaged. The results of our second employee engagement survey show we are making progress. Compared to our first survey in 2018, overall satisfaction/favorability grew by eight points; and participation increased from 79% to 85%.

We have focused on inclusion and diversity since becoming a standalone company, and our actions last year demonstrated that aspect of our culture. Our employee resource groups (ERGs) offer networking and development, and help create a sense of belonging. We added two new ERGs in 2020 and two more in early 2021. With the spotlight on racial injustice, we made a public commitment to listen, to talk, and to act. We hosted more than 50 listening circles and panel discussions with leading voices on inclusion, and added implicit bias training for all employees. We signed the CEO Action Pledge for Diversity & Inclusion. We can do more. Going forward, we will be measuring our leaders on a People and Culture scorecard to ensure they are aligned and motivated to build diversity and drive an inclusive culture at nVent.

In addition to our culture, we are focused on being good corporate citizens. We published our first Social Responsibility Report in 2020, built around three pillars – People, Products and Planet. We are excited to continue to grow our social responsibility program. It is an imperative for us as we are all part of one global community.

With the great progress that was made on driving our culture and business forward, I am most proud of our employees around the world and how well they performed under extremely difficult circumstances. They worked to keep each other safe, to continue serving our customers, and to take care of our communities.

We entered 2021 with good momentum. I am excited by how far we have come and for what’s next. Thank you for your continued support and confidence. nVent is emerging stronger, and our future is bright.

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Social Responsibility

At nVent, we connect and protect our customers with inventive electrical solutions. We believe that safer systems ensure a more secure world. With this at the center of our mission, we embrace the opportunity and the responsibility in our role as an engaged corporate citizen.

Our Executive Leadership team has responsibility for our social responsibility strategy and framework, with oversight from our Board of Directors and its Governance and Social Responsibility Committee. In 2019, as we worked to build an enterprise-wide social responsibility strategy, we conducted our first materiality assessment to identify the environmental and social issues most important to us. In 2020, we published our first Social Responsibility Report, covering the 2019 calendar year, which is available on our website at nvent.com/en-us/about-nvent/social-responsibility. We are not incorporating by reference this Report or any other information on our website into this proxy statement.

As a global company committed to connecting and protecting our customers, we approach social responsibility broadly. Our social responsibility focus areas fall into three categories:

People		Products		Planet
Driving a culture focused on inclusion and diversity, employee engagement, safety and integrity		Highly differentiated solutions that create value for our customers and are good for the world		Responsible energy, waste and water management to help protect our natural resources
•   We are continuously working to integrate inclusion and diversity into all aspects of our business   •   We conduct employee engagement surveys to hear from our employees about what we are doing well and where we can become stronger, and we use this feedback to make meaningful improvements to strengthen our culture   •   We are committed to preventing workplace injuries and maintaining a positive, healthy work environment   •   Absolute Integrity is one of our Win Right values and is critical to our success. We offer our employees training and resources on our values and the principles detailed in our Code of Business Conduct and Ethics		•   We are increasing the use of materials that are good for the planet   •   We are launching products that use eco-friendly designs, enable energy efficiency for our customers and are serviceable   •   Our easy to install and easy to use products are improving end-user safety		•   We are contributing to the reduction of Greenhouse Gas (GHG) Emissions to combat Global Climate Change while reducing our environmental impact in the communities where we operate   •   We are taking actions to ease the burden on finite natural resources by investing in renewable energy as well as focused efforts on reducing water consumption in water-stressed areas   •   We are supporting a circular economy by working to optimize our resource efficiency, in particular by diverting waste materials from landfilling

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Building on Our Commitment to Social Responsibility

We are committed to continuously improving our social responsibility efforts. Since publishing our 2019 Social Responsibility Report, we have worked to identify metrics and goals related to our focus areas to help us measure our success going forward.

In addition, we are working on our second Social Responsibility Report covering the 2020 calendar year that will be released in late summer. We believe these initiatives will provide further clarity and transparency to our stakeholders regarding our social responsibility strategy and future plans.

Shareholder Engagement

Understanding the issues our shareholders care about is critical to good governance. We have worked to establish a robust engagement program so that we continuously receive shareholder input regarding our financial performance, strategy, capital allocation, executive compensation, environmental, social and governance (social responsibility) matters, and other topics that are front-of-mind for our shareholders.

All year, we participate in investor conferences and events, and regularly engage with shareholders for an understanding of current issues of focus. Our outreach efforts culminate in our annual general meeting.

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Notice of Annual General Meeting of Shareholders

	Where 1665 Utica Avenue, Suite 700, Saint Louis Park, MN 55416 USA*
	When Friday, May 14, 2021, 8:00 a.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 10:59 P.M. LOCAL TIME (11:59 P.M. EASTERN DAYLIGHT TIME) ON MAY 13, 2021.
	By Internet You can vote over the internet at www.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 Statement for the Annual General Meeting of Shareholders of nVent Electric plc to be held on Friday, May 14, 2021

Proxy Statement 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 30, 2021 to our shareholders entitled to vote at the Annual General Meeting.

Voting Matters and Recommendations

Proposal 1		Election of Director Nominees
		The Board recommends a vote FOR each Director nominee		Page 11

Board and Governance Highlights

Director Nominees

For the 2021 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
Jerry W. Burris, 57		2018
Susan M. Cameron, 62		2018
Michael L. Ducker, 67		2018
Randall J. Hogan, 65		2018
Ronald L. Merriman, 76		2018
Nicola Palmer, 53		2020
Herbert K. Parker, 62		2018
Greg Scheu, 59		2021
Beth A. Wozniak (CEO), 56		2018
Jacqueline Wright, 61		2020

Committee Member:     Committee Chair:

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Proxy Statement Summary

Overview of the Board

Our Board considers a variety of factors described below under “Director Qualifications, Diversity and Tenure” when assessing the qualifications of Board nominees. Eight of our ten nominees are independent, and 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 27

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 29).

Our Compensation Philosophy

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

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

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Proxy Statement Summary

The Compensation and Human Capital Committee reviews total compensation for executive officers and the relative levels of each of these forms of compensation against the Committee’s goals. The mix of total direct compensation (shown at target) for 2020 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.

2020 Target Direct Compensation Mix

Proposal 3		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 61

Proposal 4		Authorize the Price Range at which nVent Electric plc can Re-allot Treasury Shares
		The Board recommends a vote FOR the authorization of the price range at which nVent Electric plc can re-allot shares it holds as treasury shares under Irish law		Page 64

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, 2020 and the report of the statutory auditors thereon.

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Proposal 1	Elect Director Nominees
		The Board recommends a vote FOR each Director nominee

Our Board currently has ten members. On the recommendation of the Governance and Social Responsibility Committee, the Board has nominated each of the ten individuals named below for election for a one-year term expiring on completion of the 2022 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.

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 2022 Annual General Meeting: Jerry W. Burris, Susan M. Cameron, Michael L. Ducker, Randall J. Hogan, Ronald L. Merriman, Nicola Palmer, Herbert K. Parker, Greg Scheu, 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 vote FOR election of each Director nominee.

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Proposal 1

Director Nominees Standing for Election

Jerry W. Burris

Susan M. Cameron (Lead Director)

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Proposal 1

Michael L. Ducker

Randall J. Hogan (Chairman)

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Proposal 1

Ronald L. Merriman

Nicola Palmer

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Proposal 1

Herbert K. Parker

Greg Scheu

Beth A. Wozniak

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Proposal 1

Jacqueline Wright

Director Independence

The Board, based on the recommendation of the Governance and Social Responsibility Committee, determines the independence of each director and director nominee based upon the New York Stock Exchange listing standards and the categorical standards of independence included in our Corporate Governance Principles, which can be found at investors.nvent.com/corporate-governance/governance-documents/default.aspx. Based on these standards, the Board has affirmatively determined that all of our non-employee directors and director nominees other than Mr. Hogan (i.e., Mses. Cameron, Palmer and Wright and Messrs. Burris, Ducker, Merriman, 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 Randall J. Hogan (Chairman of the Board) and Beth Wozniak (Chief Executive Officer) are not independent.

In determining independence, our Board and Governance and Social Responsibility Committee consider circumstances where a director or director nominee serves as an employee of another company that is a customer or supplier. 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 2018 through 2020, were (a) less than the greater of $1 million or 2% of that organization’s consolidated gross revenues during each of 2020, 2019 and 2018; and (b) not of an amount or nature that impeded the director’s exercise of independent judgment.

Director Qualifications, Diversity and Tenure

The Governance and Social Responsibility 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 a number of 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.

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Proposal 1

We believe that representation of gender, ethnic, geographical, cultural and other diverse perspectives contributes to our Board’s understanding of the perspectives of our customers, employees, shareholders and other stakeholders. In addition, the Committee and the Board consider the tenure of incumbent directors, with the goal of having a mix of shorter-tenured directors who provide fresh perspectives and longer-tenured directors who provide experience regarding our company and its business.

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

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 was the first annual general meeting of our shareholders held after Mr. Merriman turned 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 and Finance Committee and the needs of the Board, and upon the recommendation of the Governance and Social Responsibility Committee, the Board unanimously rejected Mr. Merriman’s offer.

Our policies on director qualifications emphasize our commitment to diversity at the Board level – diversity not only of gender, sexual orientation, race, religion or national origin but also diversity of experience, expertise and training. The Governance and Social Responsibility Committee in the first instance is charged with observing these policies, and strives in reviewing each candidate to assess the fit of his or her qualifications with the needs of the Board and our company at that time, given the then current mix of directors’ attributes. Board composition, effectiveness and processes are all subject areas of our annual Board self-assessment, which is described in more detail below under “Board and Committee Self-Assessments.”

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Proposal 1

Listed below are the skills and experience that we consider to be important for our director nominees in light of our current business strategy and culture. The lack of a bullet does not mean the director does not possess that item. Rather, a bullet indicates a specific area of focus or expertise of a director on which the Board currently relies. Please see our director nominees’ biographies, which describe their respective experience, qualifications, attributes and skills relative to this list.

Shareholder Recommendations, Nominations and Proxy Access

Our Corporate Governance Principles provide that the Governance and Social Responsibility Committee will consider persons properly recommended by shareholders to become nominees for election as directors in accordance with the criteria described above under “Directors Qualifications, Diversity and Tenure.” Recommendations for consideration by the Governance and Social Responsibility Committee, together with appropriate biographical information concerning each proposed nominee, should be sent in writing to c/o Corporate Secretary, nVent Electric plc, The Mille, 1000 Great West Road, 8th Floor (East), London, TW8 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 2022 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 2022 Annual General Meeting of Shareholders” below for more information.

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Corporate Governance Matters

The Board’s Role and Responsibilities, Including Risk Oversight

Risk Oversight

At the direction of our Board, we have instituted an enterprise-wide risk management system to assess, monitor and mitigate risks that arise in the course of our business. The Board has determined that the Board as a whole, and not a separate committee, will oversee our risk management process. 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.

Each of our Board Committees focuses on specific risks within its respective area of responsibility. For example:

However, our 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, including a report from our Chief Technology Officer regarding risks relating to information security and cybersecurity matters, 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 our 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. See “Shareholder Engagement” above for more detail on our engagement initiatives, including participation by our directors.

If you wish to communicate with the Board, non-management directors as a group or any individual director, including the Lead Director, you may send a letter addressed to the relevant party, 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).

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Corporate Governance Matters

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:

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

We had no related person transactions during 2020. 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 Human Capital and Governance and Social Responsibility Committees, in accordance with rules of the Securities and Exchange Commission, or SEC, and the NYSE and Irish law. The Board has also adopted a Code of Business Conduct and Ethics and has designated it as the code of ethics for our Chief Executive Officer and senior financial officers.

Copies of these documents are available, free of charge, on our website at investors.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. At the time of the separation of our company from Pentair plc in 2018, the Board determined that it was in our 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 Ms. Cameron. The Lead Director has 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 and Social Responsibility 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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Corporate Governance Matters

Committees of the Board

The Board has three standing committees comprised solely of independent directors: the Audit and Finance Committee, the Compensation and Human Capital Committee and the Governance and Social Responsibility Committee. The committee members generally also meet in executive session without management present at each meeting. The number of meetings of the Board and each committee held during 2020 is presented below.

Audit and Finance Committee 

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Corporate Governance Matters

Compensation and Human Capital Committee

Governance and Social Responsibility Committee

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Corporate Governance Matters

Attendance at Meetings

The Board held seven meetings in 2020. 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 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 2020, with an average attendance of over 98%. All of the directors nominated for re-election at the 2020 Annual General Meeting joined by telephone due to the COVID-19 pandemic.

Director Compensation

Director compensation is recommended by the Governance and Social Responsibility 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 December 2020, Willis Towers Watson reviewed our director compensation with the Governance and Social Responsibility Committee based on the director compensation practices of our executive compensation peer group (described on page 37). No changes were recommended at that time and no changes were made, except that the Committee determined to change its historical practice of granting director equity grants in January of each year. Beginning in 2021, these grants will be made closer to the Annual General Meeting.

Director Retainers

The annual retainers for non-employee directors’ service on the Board and Board committees in 2020, which were paid on quarterly basis, were as follows:

However, in response to the adverse effects of the COVID-19 pandemic, we implemented several cost actions, including the Board determining to reduce all cash retainers by 25% effective during our second and third quarters of 2020.

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. Historically, we have granted such restricted stock units on the first trading day in January of each year, which we did in 2020. In December 2020, the Governance and Social Responsibility Committee determined that, beginning in 2021, we will make such grants closer to the Annual General Meeting. As a result, we did not make a grant in January 2021.

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Corporate Governance Matters

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.

Stock Ownership Guidelines for Non-Employee Directors

Stock Ownership for Non-Employee Directors Serving as of December 31, 2020

Director Compensation Table

The table below summarizes the compensation that we paid to non-employee directors for 2020.

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Corporate Governance Matters

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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 vote FOR 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 2022 Annual General Meeting.

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

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

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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Executive Compensation

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 and Human Capital Committee recommends a vote FOR the approval of the compensation of the Named Executive Officers.

Compensation and Human Capital 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, 2020.

THE COMPENSATION AND HUMAN CAPITAL COMMITTEE

Jerry W. Burris, Chair

Michael L. Ducker

Jacqueline Wright

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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 and Human Capital Committee in regard to the compensation of the following named executive officers (“Named Executive Officers”) for 2020:

2020 Business Results and Key Actions in Response to Pandemic*

nVent is a $2.0 billion in sales, high-performance electrical company with a dedicated team of approximately 8,800 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, our Spark management system defines how we operate. Together, they 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:

Response to the Pandemic

In March 2020, the World Health Organization declared novel coronavirus 2019 (“COVID-19”) a pandemic. The effects of the COVID-19 pandemic had an unfavorable impact on our business in 2020. As the COVID-19 pandemic unfolded, we acted promptly in response to the evolving conditions and unprecedented uncertainty. Our top priority remains the safety and well-being of our employees and their families by successfully securing our facilities and implementing new health and safety policies. Our next priority was to navigate the business challenges presented by the effects of the pandemic on economic conditions, our customers and our operations.

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To mitigate the adverse effects of the pandemic, we implemented several actions to lower costs, manage our liquidity and focus on cash flow. These actions have included, but are not limited to:

2020 full-year results and highlights include:

In 2020, our number one priority was the safety and well-being of our employees. Our team remained committed to serving our customers and often went to extraordinary measures to make that happen. During the year, we continued to execute on our strategy. A few of our key accomplishments include a record number of new product and digital launches as well as our first ever Social Responsibility Report reflecting our commitment to driving progress for our people, our products and our planet. Throughout the year, we improved our decrementals, delivered over $70 million in cost reductions and generated strong cash flow.

To help ensure a One nVent focus and strong teamwork, all members of our leadership team were assigned to short- and long-term incentive plans that were tied to our overall performance. Sales, operating income and cash flow were below plan, resulting in below target annual incentive payments for 2020 (see “2020 Annual Incentive Compensation” discussion beginning on page 38). We are committed to ensuring that our executive pay programs are closely aligned with the business results and support the interests of our shareholders.

Our sales during 2020 were $1,999 million, down 9% compared to $2,204 million in 2019. Sales is a key metric in our Management Incentive Plan, detailed beginning on page 38.

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	Operating income in 2020 was $38 million compared to $333 million in 2019. Segment Income in 2020 was $348 million, down 18% compared to 2019. Return on Sales (Segment Income divided by Sales) contracted 190 basis points in 2020 over the prior year. Segment Income is a key metric in our Management Incentive Plan, detailed beginning on page 38.
	Full-year reported earnings per share (“EPS”) was $(0.28) in 2020 compared to $1.29 in 2019. Adjusted EPS was $1.50 in 2020, down 16% compared to $1.78 in 2019. EPS is a key metric in our Long-Term Incentive Plan, detailed beginning on page 38.
	Full-year net cash provided by operating activities was $344 million and total free cash flow was $306 million in 2020. This compares to full-year net cash provided by operating activities of $336 million and total free cash flow of $304 million in 2019. Free cash flow is a key metric in our Management Incentive Plan, detailed beginning on page 38.

Impact on 2020 Named Executive Officer Compensation

The Compensation and Human Capital Committee set 2020 Named Executive Officer target compensation prior to the COVID-19 pandemic, and the 2020 Long-Term Incentive awards were made effective January 2, 2020. More details on Named Executive Officer compensation can be found beginning on page 37. The effects of the COVID-19 pandemic had an unfavorable impact on our business, and as a result, on our Named Executive Officers’ compensation in 2020.

Base Salaries

As previously mentioned, we reduced the base salaries of our executive officers, including our Chief Executive Officer (25% reduction) and our other Named Executive Officers (20% reduction) during our second and third quarters of 2020. Due to the unprecedented impact of COVID-19 on our business in 2020, the Committee is also delaying 2021 base salary increases for executive officers until July 1, 2021, which is in line with treatment for our broader employee population, subject to local requirements.

Incentive Compensation

Due to the unprecedented impact of COVID-19 on our business in 2020, our incentive compensation plans for senior executives and other employees were materially impacted for 2020:

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Annual Incentive Compensation

The Compensation and Human Capital Committee and its independent advisor collaborated with management on a structured framework to better evaluate our company’s performance during the year. This framework was designed to support the Committee’s final determinations for the Management Incentive Plan and allow the Committee the flexibility to arrive at an outcome intended to recognize the accomplishments of the management team in an unprecedented year, while acknowledging that we did not meet the target Revenue and Segment Income goals established at the beginning of 2020. The framework considered management’s strong execution of the top three priorities established in response to the COVID-19 pandemic:

The Compensation and Human Capital Committee determined that the execution of these emerging priorities was exceptional in 2020, resulting in a continued focus on long-term value creation. However, the Committee acknowledged that the financial performance objectives (Revenue and Segment Income) fell below the performance thresholds that were established pre-pandemic. As a result of this strong execution, the Committee made the decision to fund our Management Incentive Plan for 2020 at 45% of target for our executive officers, and 50% for our Enterprise non-executive officer participants. Our non-management incentive plan, which we call AIP, was funded at 100% for approximately 1,300 participants.

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Long-Term Incentive Compensation: 2018-2020 Performance Share Unit Award Payouts

In February 2021, the Committee certified the results for the performance period that began on January 1, 2018 and was completed on December 31, 2020. As described above, performance fell below threshold, resulting in no payout.

The following table shows the results for the 2018-2020 performance share unit awards and the resulting payout percentage:

As noted above, the Compensation and Human Capital Committee did not make any adjustments to EPS in the 2018-2020 performance share unit awards. Further, we do not anticipate making any adjustments to the outstanding performance share unit awards for years 2019-2021 and 2020-2022.

Impact on Chief Executive Officer Compensation

COVID-19 had an unprecedented impact on our executive compensation programs in 2020, resulting in significantly lower realized compensation for our Named Executive Officers. To assist our shareholders and other stakeholders in understanding the relationship between our Named Executive Officers’ compensation and our performance, we are providing the following graphic comparing 3-year target direct compensation for our Chief Executive Officer with the compensation actually realized by our Chief Executive Officer during 2018-2020:

3-Year nVent Total Direct Compensation as Granted versus Realizable Compensation (2018—2020)

Realizable compensation represents the sum of the actual base salary paid to our Chief Executive Officer, the actual bonus earned by our Chief Executive Officer, zero payout for the 2018 and 2019 performance share unit awards, the 2020 performance share unit awards valued at target, and the value of the stock option and restricted stock unit awards granted measured as of December 31, 2020. The 2018 and 2020 stock option awards were underwater at the end of 2020, so are

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included in the calculation of realizable compensation at zero value, and the performance share unit and restricted stock unit awards are valued substantially below the targeted grant value. The 2019 stock option awards are valued on the basis of the excess of our share price as of December 31, 2020 over the exercise price of the option multiplied by the number of shares subject to the option. The realizable value for all equity awards was calculated using the closing price of our ordinary shares of $23.29 on December 31, 2020.

The Compensation and Human Capital Committee believes that this pay for performance relationship fully aligns with our philosophy and supports our shareholder alignment objectives. Further, the Committee believes that this strong performance-orientation supports the specific actions taken with respect to the fiscal year 2020 Management Incentive Plan and the 2018 – 2020 performance share unit awards.

Overview of Compensation Program and Objectives

The Compensation and Human Capital 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:

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To balance the objectives described above, our executive compensation program for 2020 used the following direct compensation elements:

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

The Compensation and Human Capital Committee reviews total compensation for executive officers and the relative levels of each of these forms of compensation against the Committee’s goals. The mix of total direct compensation for 2020 for our Chief Executive Officer and the average of the other Named Executive Officers is shown in the chart on page 37.

Our Compensation Best Practices

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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 2020, members of the Board and management met with shareholders representing approximately 25% of our outstanding ordinary shares on a range of issues. Through these engagements, we received feedback in support of our existing executive compensation programs. The Committee remains committed to continuing the dialogue with shareholders regarding our compensation philosophy and practices.

At our 2020 Annual General Meeting, after the 2020 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 2020. We are pleased that our shareholders voted 96.8% 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 2020 in response to the vote. However, based on input received from shareholders throughout the course of 2020 engagement efforts, the Committee approved changes for 2021, which are described in further detail in the table below.

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 and Human Capital Committee selects companies for inclusion in the Comparator Group based on several important criteria:

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The Committee worked with Willis Towers Watson to develop our Comparator Group for use in setting target compensation for 2020 for our executive officers, including our Named Executive Officers. Our Comparator Group for 2020 included the following 18 peer companies, which had revenues ranging from approximately $655 million to $5.2 billion, with median revenues of approximately $2.9 billion:

The Committee did not make changes to the Comparator Group following its annual review in preparation for setting 2021 compensation.

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 43) and standard retirement and health and welfare benefits (see pages 44-45).

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.

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Following a detailed review of each Named Executive Officer’s base salary, prior to 2020, the Committee approved the following 2020 base salaries effective as of January 1, 2020 (except as otherwise noted below):

As described above under the heading “2020 Business Results and Key Actions In Response to Pandemic,” we reduced the base salaries of our Chief Executive Officer (25% reduction) and our other Named Executive Officers (20% reduction) from the levels shown in the table above during our second and third quarters of 2020. Due to the impact of COVID-19 on our business, the Committee approved delaying 2021 base salary changes until July 2021 for all employees, including Named Executive Officers.

2020 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 2020, 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 its 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, 2020, were as follows:

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Actual incentive compensation awarded to each Named Executive Officer may range from 0 to 2 times the target, depending on actual company and individual performance, as described below.

For the 2020 MIP, the Compensation and Human Capital Committee approved, based on recommendations of our Chief Executive Officer, the following three performance measures, which applied to each of our Named Executive Officers: Revenue, Segment Income, 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 should have a threshold level below which no incentive compensation would be earned, and that potential payouts would be scaled from 0.50 at the threshold to 2.0 times at the maximum, as detailed above. As previously disclosed, for 2020, based on feedback from its independent advisor, the Committee eliminated the 300% potential payout level for the Segment Income performance measure to align with governance best practices.

As originally established, the actual incentive compensation of each Named Executive Officer would have been 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 2020, actual results as measured by the original performance goals under the MIP for each of our Named Executive Officers were as follows:

Adjustments to revenue for factors specified in MIP included foreign exchange impact of -$8.2 million. Adjustments to operating income for factors specified in the MIP included: restructuring and other charges ($22.0 million), intangible asset amortization ($64.2 million), goodwill and trade name impairment expense ($220.5 million), certain acquisition related costs ($2.5 million), and foreign exchange impact (-$1.6 million).

However, as described above under “2020 Business Results and Key Actions In Response to Pandemic,” as a result of the impacts of the COVID-19 pandemic, the Committee made the decision to fund our MIP for 2020 at 45% of target for our executive officers, including our Named Executive Officers.

Based on the foregoing, the Named Executive Officers received the MIP payouts that are reflected in the “Bonus” and “Non-Equity Incentive Plan Compensation” columns under “Executive Compensation Tables-Summary Compensation Table.” 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 adjust any Named Executive Officer’s annual cash bonus prior to payment.

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2020 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 2020 was as follows:

In keeping with its philosophy that executive compensation must be tied to building and sustaining value through ordinary share performance over time, the 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.

Consistent with that approach, in 2020, 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 2020 long-term incentive compensation awards granted to the Named Executive Officers:

The Committee approved in December 2019 the elements and mix of long-term incentive compensation granted effective January 2, 2020 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.

For 2020, 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:

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period, because the Committee feels it aligns closely with shareholder value creation, and is critical to achieve for a newly formed public company. The performance goal and corresponding payout levels for the performance share units granted in 2020 were as follows:

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

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 2020 are reflected under “Executive Compensation Tables-Grants of Plan-Based Awards in 2020.” The value of restricted stock units that vested for each Named Executive Officer in 2020 and the value of options exercised by each Named Executive Officer in 2020 are shown in the table under “Executive Compensation Tables-2020 Option Exercises and Stock Vested Table.”

2021 Changes to Executive Compensation

Annual Incentive Compensation

In establishing the 2021 MIP performance goals and potential payouts in December 2020, the Committee made two design changes from 2020:

We introduced the scorecard to increase our focus on enhancing our practices in the identified areas, consistent with our overall inclusion and diversity strategy. The remaining financial measures for our executive officers will be weighted as follows: 30% for Revenue, 30% for Adjusted EPS, and 25% for Free Cash Flow.

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Long-Term Incentive Compensation

As described under the heading “Shareholder Engagement Initiatives,“ the Committee approved replacing the Adjusted EPS growth performance measure for our performance share units granted in 2021 with Relative Total Shareholder Return (TSR). The Committee approved this change to ensure continued alignment of our executive officers’ incentives with the interests of our shareholders. As described above under the heading “Annual Incentive Compensation – 2021 Changes to Annual Incentive Compensation,” the Committee introduced an Adjusted EPS performance measure under our 2021 MIP in place of the Segment Income performance measure that had been used in prior years, so Adjusted EPS remains a performance measure under our incentive compensation arrangements. The Committee believes that retaining Adjusted EPS as a performance measure under our 2021 MIP will help to ensure continued alignment of the incentives of our Named Executive Officers with the interests of our shareholders.

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 our management population.

In February 2021, in recognition of the extraordinary efforts by our senior leadership during 2020 in directing our response to the COVID-19 pandemic, and of the negative impact of the pandemic on our 2018-2020 and 2019-2021 performance share units, the Committee approved a supplemental grant of performance share units for our executive officers, including our Named Executive Officers. The supplemental grant of performance share units will vest only if the associated performance hurdles are achieved to ensure that any amounts received by our executive officers are contingent on delivery of shareholder value.

In determining the amount of the supplemental grant, the Committee reviewed past performance-based awards and worked with its independent advisor to ensure proportionality. The Committee selected share price hurdles for the supplemental grant because share price objectives are directly tied to our objective of emerging stronger from the pandemic. The hurdles were set through a rigorous process with the Committee’s independent advisor at a level that the Committee believes will engage and motivate senior leadership and position nVent to emerge stronger from the pandemic.

Under the supplemental grant, 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. The share price hurdle will be considered achieved after 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. Each tranche will have a service requirement that must be met before the award will vest, as outlined below:

Named Executive Officers will have three years from the day of grant to earn any, or all three tranches. 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. If the stock price hurdle is achieved before the service requirement is met, then the award will not vest until the service requirement has also been met.

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As discussed in more detail below, because these supplemental performance share units were granted in 2021 they will not be reported as compensation in the Summary Compensation Table or Grants of Plan Based Awards Table until we file with the SEC the proxy statement for our Annual General Meeting in 2022, which will provide disclosure of 2021 compensation. The grant amounts for our Named Executive Officers are:

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. In 2020, in response to concerns over the risk of identity theft for our Named Executive Officers and the potential impact of an identity theft incident on our business, the Committee approved an annual reimbursement of up to $350 per Named Executive Officer for costs incurred for identity theft protection services. 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 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.

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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.

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 2020, 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 2020, we matched 100% of the first 5% of regular earnings contributed to the nVent RSIP by participating employees to incent them to make contributions to our retirement plan. In response to the adverse effects of the COVID-19 pandemic, for the second half of 2020 we reduced the matching contribution to 50% of the first 5% of regular earnings contributed. Beginning in 2021, we increased the matching contribution to 60% of the first 5% of regular earnings contributed. The nVent RSIP limits the amount of cash compensation considered for contribution purposes to the maximum imposed by the Code, which was $285,000 in 2020.

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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 $188,800 in 2020. 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 $285,000 in 2020, but below the Sidekick Plan’s compensation limit of $700,000. However, in response to the adverse effects of the COVID-19 pandemic, in 2020 we did not make any contributions. Please see the narrative following the “Nonqualified Deferred Compensation Table” below for additional information on our contributions.

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

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

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

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security afforded by these benefits. We do not provide 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.”

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

Impact of Tax Considerations

The Committee considers the tax deductibility of the compensation it approves for its Named Executive Officers, including the $1 million deduction limit imposed by Section 162(m) of the Code. The Committee intends to set compensation for our executive officers at levels it believes are necessary to attract, motivate, retain and reward executives, even if a portion of such compensation is not deductible as a result of Section 162(m). The Committee also considers the impact of other tax provisions, such as the restrictions on deferred compensation set forth in Section 409A of the Code, and attempts to structure compensation in a tax-efficient manner, both for the Named Executive Officers and for our company.

Compensation Consultant

During 2020, 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 and Human Capital 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 2020 to our company in addition to its service as compensation consultant to the Compensation and Human Capital Committee was a de minimis amount of retirement consulting.

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Compensation Discussion and Analysis

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 compensation program design, and advises the Committee in determining appropriate ranges for base salaries, annual incentives and equity compensation for each senior executive position.

Evaluating the Chief Executive Officer’s Performance

The Board and the Compensation and Human Capital Committee employ a formal rating process to evaluate the Chief Executive Officer’s performance. As part of this process, the Board reviews financial and other relevant data related to the performance of the Chief Executive Officer at each meeting of the Board throughout the year. At the end of the year, each non-management director provides an evaluation and rating of the Chief Executive Officer’s performance in various categories. The Committee Chair submits a consolidated rating report and the Committee’s recommendations regarding the Chief Executive Officer’s compensation to the non-management directors for review and ratification. The Chairman of the Board, 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 Chairman of the Board, the Chair of the Committee, and the Lead Director review the final performance rating results and commentary with the Chief Executive Officer. The Committee takes the performance rating and financial data into account in determining the Chief Executive Officer’s compensation and the approval of goals and objectives for the Chief Executive Officer for the following year.

Equity Award Practices

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 2020. 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 the years ended December 31, 2018, 2019 and 2020.

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Executive Compensation Tables

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Executive Compensation Tables

Grants of Plan-Based Awards in 2020