nVent Electric (NVT) DEF 14ADefinitive proxy

Table of Contents

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)

Table of Contents

2022

Notice of Annual General
Meeting and Proxy Statement

Caution Concerning Forward-Looking Statements

This proxy statement contains statements that we believe to be “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical fact are forward looking statements. Without limitation, any statements preceded or followed by or that include the words “targets,” “plans,” “believes,” “expects,” “intends,” “will,” “likely,” “may,” “anticipates,” “estimates,” “projects,” “forecasts,” “should,” “would,” “positioned,” “strategy,” “future,” “are confident,” or words, phrases or terms of similar substance or the negative thereof, are forward-looking statements. All projections in this proxy statement are also forward-looking statements. These forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties, assumptions and other factors, some of which are beyond our control, which could cause actual results to differ materially from those expressed or implied by such forward-looking statements. These factors include adverse effects on our business operations or financial results, including due to the impact of the COVID-19 pandemic and potential impairment of goodwill and trade names; overall global economic and business conditions impacting our business; the ability to achieve the benefits of our restructuring plans; the ability to successfully identify, finance, complete and integrate acquisitions; competition and pricing pressures in the markets we serve, including the impacts of tariffs; the strength of housing and related markets; volatility in currency exchange rates and commodity prices; inability to generate savings from excellence in operations initiatives consisting of lean enterprise, supply management and cash flow practices; inability to mitigate material and other cost inflation; risks related to the availability of, and cost inflation in, supply chain inputs, including labor, raw materials, commodities, packaging and transportation; increased risks associated with operating foreign businesses; the ability to deliver backlog and win future project work; failure of markets to accept new product introductions and enhancements; the impact of changes in laws and regulations, including those that limit U.S. tax benefits; the outcome of litigation and governmental proceedings; and the ability to achieve our long-term strategic operating and ESG goals. Additional information concerning these and other factors is contained in our filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K and our Quarterly Reports on Form 10-Q. All forward-looking statements speak only as of the date of this proxy statement. nVent assumes no obligation, and disclaims any obligation, to update the information contained in this proxy statement.

Website Information

This Proxy Statement includes several website addresses and references to additional materials found on those websites. These websites and materials are not incorporated by reference herein.

Letter to Shareholders

April 1, 2022 Dear Fellow Shareholders: 2021 was an outstanding year for nVent. We delivered exceptionally strong financial results and executed well on our strategy, and our growth initiatives. We launched 58 new products and accelerated our digital transformation. We completed two acquisitions – Vynckier and CIS Global – to further strengthen our portfolio and expand our offerings in high-growth verticals. And we made significant progress on our environmental, social and governance, or ESG, priorities. The safety and well-being of our employees remained our top priority, and we continued to expand our efforts on making nVent a great place to work. I could not be more proud of our nVent team and what we accomplished.

Beth A. Wozniak Chief Executive Officer

Our sales grew 23% to a record $2.5 billion, demonstrating impressive growth and execution. We overcame supply chain challenges to deliver for our customers and managed unprecedented inflation. We delivered record earnings per share and generated another year of strong cash flow. nVent delivered top tier total shareholder returns of 67% in 2021 and performed 95^th percentile of the S&P 400 Industrials. We had a goal to emerge stronger, and our results demonstrate we have.

We have changed the growth trajectory of nVent with our focus on high-growth verticals, new product innovation and global growth. Since becoming a new company, we have added more than $200 million of annualized sales via acquisitions, focused on data solutions and global growth. We have scaled our capabilities working as One nVent, from digital platforms to commercial excellence to our focus on people. Our Spark Management System is how we operate and helps drive our success. Spark supports the high performance culture we have at nVent and includes five elements: People, Growth, Lean, Digital and Velocity. At nVent, we believe our culture and our people are a differentiator.

Our ESG goals are an integral part of nVent’s strategy. We focus on three pillars: People, Products and Planet. Within people, our focus on inclusion and diversity helps make nVent a great place to work. I am proud of our increased representation of women and racially diverse employees. We were named to the 2022 Bloomberg Gender Equality Index, making us one of only 418 companies to be included. Within products, we integrated ESG into our new product introduction process and developed baseline metrics and goals. And within planet, we took meaningful steps toward reducing our CO2 emissions. We received a silver medal for social responsibility from EcoVadis, ranking nVent in the top 13% of companies reviewed in the same industry.

The electrification of everything positions us to grow with our mission to connect and protect. Trends like industrial automation, renewable energy, grid modernization, 5G expansion, growth in data centers and increases in electric vehicles are driving the need for more of our products and solutions. We are winning with our innovative solutions to protect critical electronics and electrical equipment, including cooling and power management. Our innovative cable solutions help manage power and data infrastructure, and our electrical connection and surge protection products provide resiliency in electrical systems around the world. Our connected control and electric heat tracing solutions help manage temperature in critical processes and applications.

I am proud of our nVent team and the results we delivered in 2021. We enter this year with momentum and are well positioned to grow with the secular trends of electrification and digitization. We believe 2022 will be another year of strong growth and value creation. We have emerged stronger, and our future is bright at nVent.

Environmental, Social and Governance

At nVent, we connect and protect our customers with inventive electrical solutions. We believe that safer systems ensure a more secure world. With this at the center of our mission, we embrace the opportunity and the responsibility in our role as an engaged corporate citizen. We continue to monitor evolving trends and regulations, and are committed to continuously improving our environmental, social and governance (ESG) efforts and communicating with our stakeholders on our progress. We live ESG every day through our employees, our operations and our communities, and it is an integrated part of our strategy. We believe our commitment to ESG and continuous improvement will guide us toward a more sustainable future.

We conducted our first ESG materiality assessment in 2019, and the key insights we received from both internal and external stakeholders helped us focus on how we can make a meaningful impact in our world. Our first ESG report was published in 2020 and highlighted our three ESG focus areas: People, Products and Planet. In July 2021 we published our second ESG report covering the 2020 calendar year. In the report we shared our first-ever external goals and examples of the strides we made in our focus areas. We believe these goals illustrate our commitment to ESG. We are driving a culture focused on inclusion, diversity, employee engagement, safety, and integrity. We are developing innovative solutions that deliver efficiency, safety and reduced resource consumption, creating a more sustainable future. We are operating with responsible energy, waste, and water management practices to help protect natural resources.

People		Products		Planet
A culture focused on inclusion, diversity, employee engagement, safety and integrity		Innovative solutions that deliver efficiency, safety and reduced resource consumption, creating a more sustainable future		Responsible energy, waste and water management to help protect our natural resources
2025 People Goals •   Increase representation of women in management globally by 20% •   Increase representation of racially diverse U.S. professional employees by 25% •   Reach an employee safety total recordable incident rate of ≤0.50		2021 Products Goals •   Establish New Product Introduction guidelines to help deliver socially responsible products and end user solutions •   Develop baseline metrics and long-term goals		2030 Planet Goals •   Achieve 25% reduction in Scope 1 and Scope 2 greenhouse gas emissions •   Reach 20% renewable energy consumption

Our 2020 ESG report is available on our website at https://www.nvent.com/about-nvent/social-responsibility. In our 2021 ESG report, which we expect to release in the summer of 2022, we plan to provide additional information regarding our progress during 2021 and to build on our continued commitment to transparency by sharing an update on our external goals and releasing our long-term goals for our Products pillar.

Our Executive Leadership Team has the responsibility, with oversight from our Board and its respective committees, to manage our ESG strategy, initiatives and risk-management processes. The charter of our Board’s Governance and Social Responsibility Committee was updated in 2021 to describe its role in overseeing our environmental, social and governance matters. The charter of our Compensation and Human Capital Committee was also updated to define its role in overseeing our human resources and compensation strategies and goals, including those related to company culture, inclusion and diversity.

Environmental, Social and Governance 

Environmental, Social and Governance 

Shareholder Engagement

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

All year, we participate in investor conferences and events, and regularly engage with shareholders to understand their perspectives and areas of focus.

*	nVent outstanding shares calculated as of December 31, 2021. Ownership based on publicly disclosed ownership at the time of Fall outreach.

In response to input we received during our fall 2021 shareholder engagement sessions, we decided to begin publishing the overview of our EEO-1 reports on our website. The overview of our 2020 report is currently available at https://www.nvent.com/inclusion-diversity.

Notice of Annual General Meeting of Shareholders

	Where Four Seasons Hotel, Hamilton Place, Park Lane, London, England, W1J 7DR*
	When Friday, May 13, 2022, 8:00 a.m. British Summer Time
Whether or not you plan to attend, we encourage you to vote your shares by submitting a proxy as soon as possible. IF YOU PLAN TO SUBMIT A PROXY, YOU MUST SUBMIT YOUR PROXY BY INTERNET OR TELEPHONE, OR YOUR PRINTED PROXY CARD MUST BE RECEIVED AT THE ADDRESS STATED ON THE CARD, BY NO LATER THAN 11:59 P.M. EASTERN DAYLIGHT TIME ON MAY 12, 2022 OR, IF YOU ARE A BENEFICIAL OWNER, SUCH EARLIER TIME AS YOUR BANK, BROKER-DEALER, BROKERAGE FIRM, OR NOMINEE MAY REQUIRE.
	By Internet You can vote over the internet 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.

Proxy Statement for the Annual General Meeting of Shareholders of nVent Electric plc to be held on Friday, May 13, 2022

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 April 1, 2022 to our shareholders entitled to vote at the Annual General Meeting.

Voting Matters and Recommendations

Board and Governance Highlights

Director Nominees

For the 2022 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, 58		2018
Susan M. Cameron, 63		2018
Michael L. Ducker, 68		2018
Randall J. Hogan, 66		2018
Danita K. Ostling, 61		–				*
Nicola Palmer, 54		2020
Herbert K. Parker, 63		2018				*
Greg Scheu, 60		2021
Beth A. Wozniak (CEO), 57		2018
Jacqueline Wright, 62		2020

Committee Member:       Committee Chair: 

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. Nine of our ten nominees are independent, and 50% have CEO experience.

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 33).

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:

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 2021 for our Chief Executive Officer and the average of the other executive officers named in the Summary Compensation Table below (our “Named Executive Officers”) is shown in the charts below.

2021 Target Direct Compensation Mix

Table of Contents

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 2023 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; their publicly held directorships and certain 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 2023 Annual General Meeting: Jerry W. Burris, Susan M. Cameron, Michael L. Ducker, Randall J. Hogan, Danita K. Ostling, 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 nominee 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.

Proposal 1

Director Nominees Standing for Election

Jerry W. Burris

Susan M. Cameron (Lead Director)

Proposal 1

Michael L. Ducker

Randall J. Hogan (Chairman)

Proposal 1

Danita K. Ostling

*     Ms. Ostling will serve as a member of the Audit and Finance Committee upon completion of the 2022 Annual General Meeting.

Nicola Palmer

Proposal 1

Herbert K. Parker

Greg Scheu

Proposal 1

Beth A. Wozniak

Jacqueline Wright

Proposal 1

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 Ms. Wozniak (i.e., Mses. Cameron, Ostling, Palmer and Wright, Ronald L. Merriman and Messrs. Burris, Ducker, Hogan, Parker and Scheu) are independent and have no material relationship with us (including our directors and officers) that would interfere with their exercise of independent judgment. The Board has affirmatively determined that Ms. Wozniak (Chief Executive Officer) is 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 2019 through 2021, were (a) less than the greater of $1 million or 2% of that organization’s consolidated gross revenues during each of 2021, 2020 and 2019; 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 (including gender, racial and ethnic 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. When evaluating candidates for nomination as new directors, the Governance and Social Responsibility considers, and will ask any search firm that it engages to provide, a diverse set of candidates.

We believe that representation of gender, racial, 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.

DIRECTOR NOMINEES

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 and Social Responsibility Committee in the first instance is charged with observing these policies, and strives in reviewing each candidate to assess the fit of his or her qualifications with the needs of the Board and our company at that time, given the then current mix of directors’ attributes. Board composition, effectiveness and processes are all subject areas of our annual Board self-assessment, which is described in more detail below under “Board and Committee Self-Assessments.”

Listed below are the skills and experience that we consider to be important for our director nominees in light of our current business strategy and culture. The lack of a bullet does not mean the director does not possess that item. Rather, a bullet indicates a specific area of focus or expertise of a director 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.

Proposal 1

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 2023 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 2023 Annual General Meeting of Shareholders” below for more information.

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).

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 2021. 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, 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 https://investors.nvent.com/corporate-governance/governance-documents/default.aspx

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. While our Chairman is now an independent director, the Board has elected to continue to select an independent Lead Director. The Lead Director has the responsibilities set forth in the Corporate Governance Principles 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 led 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.

Director Commitments

We encourage our directors to limit the number of other boards (excluding non-profits) on which they serve, taking into account potential board attendance, participation and effectiveness on these boards. Our Corporate Governance Principles provide that no director should serve on more than four other public company boards, and directors are required to advise our Chief Executive Officer, Chairman of the Board and Chair of our Governance and Social Responsibility Committee before accepting an invitation to serve on another board or on the audit committee of another board. If the position is on the board or the audit committee of a public company, the related director is also required to confirm that he or she has the time and capability, notwithstanding the new position, to fulfill his or her responsibilities as a director of the company. Before our Governance and Social Responsibility Chair confirms any request, we review any potential conflicts of interest or other matters that may affect the director’s independence.

All of our directors are currently in compliance with the provisions of our Corporate Governance Principles relating to director commitments.

Corporate Governance Matters

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 2021 is presented below.

Audit and Finance Committee 

Corporate Governance Matters

Compensation and Human Capital Committee

Governance and Social Responsibility Committee

Corporate Governance Matters

Attendance at Meetings

The Board held five meetings in 2021. Members of the Board are expected to attend all scheduled meetings of the Board and the Committees on which they serve and all Annual and Extraordinary General Meetings. In each regularly scheduled Board meeting, the non-employee directors met in executive session, without the Chief Executive Officer or other members of management present. It has been our practice for the independent directors to also meet in executive session, chaired by the Lead Director, at least once per year. All directors attended at least 75% of the aggregate of all meetings of the Board and all meetings of the Committees on which they served during the period for which such persons served as directors in 2021, with an average attendance of over 98%. Ms. Wozniak and Mr. Hogan attended the 2021 Annual General Meeting in person. All other directors nominated for election at the 2021 Annual General Meeting joined by telephone due to health and safety considerations relating to the COVID-19 pandemic.

Director Compensation

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

2021 Director Retainers

The annual retainers for non-employee directors’ service on the Board and Board committees in 2021, which were paid on quarterly basis, were as follows:

In December 2021, Willis Towers Watson reviewed our director compensation with the Compensation and Human Capital Committee based on the director compensation practices of our executive compensation peer group (described on page 39). No changes to the annual retainers were recommended or made.

2021 Equity Awards

Non-employee directors also receive an annual grant, made in the form of restricted stock units, which generally vest one year after the grant date. Share withholding is allowed to cover the taxes on restricted stock unit vesting. The amount of the annual grant was set at $130,000 in 2018. In December 2020, the Governance and Social Responsibility Committee, which was at that time responsible for reviewing and recommending director compensation, determined that, beginning in 2021, we would make the annual grants closer to our annual general meeting rather than on the first trading day in January of each year, which was our prior practice. As a result, we did not make a grant in January 2021 and instead director grants were made in conjunction with our 2021 annual general meeting in May 2021. Accordingly, director grants in 2021 were pro-rated on a one-time to account for the shift in timing.

During its December 2021 review of director compensation with Willis Towers Watson, the Compensation and Human Capital Committee recommended that the Board increase the amount of the annual grant from $130,000 to $140,000. The Board approved this increase in February 2022, acknowledging that 2022 grants will be made in conjunction with the 2022 Annual General Meeting.

Corporate Governance Matters

Stock Ownership Guidelines for Non-Employee Directors

Directors are restricted from selling nVent ordinary shares until they meet the stock ownership guideline of five times the annual board retainer within five years. Each restricted stock unit represents the right to receive one of our ordinary shares upon vesting and includes one dividend equivalent unit, which entitles the holder to all cash dividends declared on one of our ordinary shares from and after the date of grant. Dividend equivalent units are accrued during the vesting period, and paid to directors in cash at the same time the related restricted stock units vest.

Stock Ownership for Non-Employee Directors Serving as of December 31, 2021

Director Compensation Table

The table below summarizes the compensation that we paid to non-employee directors for 2021.

Corporate Governance Matters

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 2023 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.

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 Compensation and Human Capital Committee has reviewed and discussed the following Compensation Discussion and Analysis with management and, based on such review and discussions, the Committee has recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement and incorporated by reference into our Annual Report on Form 10-K for the year ended December 31, 2021.

THE COMPENSATION AND HUMAN CAPITAL COMMITTEE

Jerry W. Burris, Chair

Susan M. Cameron
Michael L. Ducker

Jacqueline Wright

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 2021:

Key Business Results and Goals

nVent is a $2.5 billion in sales, high-performance electrical company with a dedicated team of approximately 9,900 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:

Compensation Discussion and Analysis

2021 Full-Year Results* and Highlights Include:

2021 was an outstanding year. We are proud of the dedication and teamwork of our employees across the globe as they continued to deliver for our customers. For the full year, we had record sales of $2.5 billion, demonstrating impressive growth and execution. We overcame supply chain and inflationary challenges to deliver Return on Sales, or ROS, expansion for the year, and we continued to generate strong free cash flow.

We executed well on our strategy throughout the year. We completed two acquisitions, Vynckier and CIS Global, launched 58 new products and continued to accelerate our digital transformation. We prioritized the safety and well-being of employees and focused on inclusion and diversity, making nVent a great place to work.

Our sales during 2021 were $2,462 million, up 23% compared to $1,999 million in 2020. Sales is a key metric in our Management Incentive Plan, detailed beginning on page 41.

	Full-year reported earnings per share (“EPS”) was $1.61 in 2021 compared to $(0.28) in 2020. Adjusted EPS was $1.96 in 2021, up 31% compared to $1.50 in 2020. EPS is a key metric in our Management Incentive Plan, detailed beginning on page 41.
	Full-year net cash provided by operating activities was $373 million and total free cash flow was $334 million in 2021. This compares to full-year net cash provided by operating activities of $344 million and total free cash flow of $306 million in 2020. Free cash flow is a key metric in our Management Incentive Plan, detailed beginning on page 41.

Compensation Discussion and Analysis

Annualized Total Shareholder Return Performance as of December 31, 2021

Total Shareholder Return = Share Price Appreciation + Dividend Yield (annualized)

Pay for Performance Culture

Our executive compensation programs reflect the belief that the amount earned by our executives depends on achieving rigorous company objectives designed to enhance shareholder value. The chart below shows the payout as a percentage of target under our performance-based annual and long-term incentive programs and total return to shareholders over Ms. Wozniak’s tenure as CEO, illustrating the strong correlation between pay and the performance we are delivering to our shareholders. Additional information about our short- and long-term incentive programs begins on page 40.

Three-Year Annual TSR vs. Incentive Payouts

Compensation Discussion and Analysis

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:

To balance the objectives described above, our executive compensation program for 2021 used the following direct compensation elements:

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

The 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 2021 for our Chief Executive Officer and the average of the other Named Executive Officers is shown in the chart on page 39.

Compensation Discussion and Analysis

Our Compensation Best Practices

Shareholder Engagement Initiatives and Say on Pay

We value investor feedback and 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 2021, we continued our shareholder engagement initiative pursuant to which members of the Board and management met with shareholders representing approximately 29% of our outstanding ordinary shares on a range of issues. Through these engagements, we received feedback in support of our existing executive compensation programs. In our 2021 advisory vote on the compensation of our Named Executive Officers (“Say-on-Pay”), approximately 82% of the votes cast by our shareholders were cast in favor of our executive compensation “Say-on-Pay.” The Compensation and Human Capital Committee remains committed to continuing the dialogue with shareholders regarding our compensation philosophy and practices and considered the Say-on-Pay vote results in the context of engaging with shareholders and designing our executive compensation programs.

Compensation Discussion and Analysis

The feedback we heard from these engagement initiatives is summarized in the table below, along with our actions taken to respond to these items.

Comparative Framework

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

Compensation Discussion and Analysis

The Committee worked with Willis Towers Watson to develop our Comparator Group for use in setting target compensation for 2021 for our executive officers, including our Named Executive Officers. Our Comparator Group for 2021 included the following 18 peer companies, which had revenues ranging from approximately $493 million to $4.5 billion, with median revenues of approximately $2.5 billion:

Following its annual review of the Comparator Group in preparation for setting 2022 compensation, the Committee removed Enerpac Tool Group Corp. and added Sensata Technologies Holding plc, Kennametal Inc., and Altra Industrial Motion Corp.

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 47) and standard retirement and health and welfare benefits (see page 49).

2021 Target Direct Compensation Mix⁽¹⁾

Base Salaries

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

Compensation Discussion and Analysis

Following a detailed review of each Named Executive Officer’s base salary prior to 2021, the Committee approved the following 2021 base salaries effective as of July 1, 2021:

In response to the impact of COVID-19 on our business, the Committee approved delaying 2021 base salary changes, which historically were effective January 1st, to July 1, 2021 for our executive officers, including Named Executive Officers. In addition to delaying base salary changes in 2021, management recommended, and the Committee approved moving the effective date for base salary increases for our executive officers, including Named Executive Officers from January 1st to March 1st beginning in 2022 to align with the annual merit planning timeline for non-executive officers.

2021 Incentive Compensation Changes

As previously disclosed, the Compensation and Human Capital Committee adopted changes to our incentive compensation program for our Named Executive Officers for 2021 to place greater emphasis on the performance measures that we believe most directly reflect our financial performance, and more effectively drive strategic objectives while closely aligned with competitive market practice. Specifically, for 2021, we implemented the following changes:

Annual Incentive Compensation

In establishing the 2021 performance goals and potential payouts for our annual incentive plan for management, which we call the Management Incentive Plan (“MIP”), the Committee made two design changes from 2020:

Compensation Discussion and Analysis

Long-Term Incentive Compensation

Annual Incentives

To provide competitive compensation to attract and retain top talent while linking pay to annual performance, we pay a portion of our executives’ cash compensation as incentive compensation tied to annual business performance as measured against annual goals established by the Compensation and Human Capital Committee.

In 2021, we provided cash annual incentive compensation to our executive officers, including the Named Executive Officers, under our MIP. MIP awards were granted under the nVent Electric plc 2018 Omnibus Incentive Plan.

Targets

Each Named Executive Officer’s targeted level of incentive compensation opportunity under the MIP is set as a percentage of base salary, based on the Committee’s review of 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 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.

Compensation Discussion and Analysis

These incentive compensation targets as a percentage of salary and a dollar amount, based on the annual base salary in effect on December 1, 2021, were as follows:

Actual incentive compensation awarded to each Named Executive Officer may range from 0% to 200% of target, depending on actual company and individual performance, as described below.

Performance Measures

For the 2021 MIP, the Committee approved, based on recommendations of our Chief Executive Officer, the following performance measures, which applied to each of our Named Executive Officers: Revenue, Adjusted Earnings Per Share, Free Cash Flow, and the People & Culture Scorecard, 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 goals utilized in the People & Culture Scorecard were as follows. More detail on each goal is provided in the section “2021 Incentive Compensation Changes-Annual Incentive Compensation.”

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 50% at the threshold to 200% at the maximum, as detailed above.

Compensation Discussion and Analysis

Payouts

The actual incentive compensation of each Named Executive Officer was determined by multiplying the eligible target incentive compensation amount by a multiplier determined as described above. For 2021, actual results as measured by the 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 (-$32 million) and revenue contributed from acquisitions (-$56 million). Adjustments to EPS for factors specified in the MIP included: restructuring and other charges ($9 million), intangible asset amortization ($68 million), pension mark-to-market gain ($15 million), certain acquisition related costs ($4 million), and loss on early extinguishment of debt ($15 million).

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.

Long-Term Incentives

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.

Compensation Discussion and Analysis

2021 Annual Long-Term Incentive Awards

The mix of long-term incentive award types for our Named Executive Officers in 2021 was as follows:

Consistent with that approach, in 2021, 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 2021 long-term incentive compensation awards granted to the Named Executive Officers:

The Committee approved in December 2020 the elements and mix of long-term incentive compensation granted effective March 1, 2021 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 2021, the Committee maintained the long-term incentive award mix of 50% performance share units, 25% stock options, and 25% restricted stock units. The components had the features described below:

Compensation Discussion and Analysis

Payouts are interpolated 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 2021 are reflected under “Executive Compensation Tables-Grants of Plan-Based Awards in 2021.” The value of restricted stock units that vested for each Named Executive Officer in 2021 and the value of options exercised by each Named Executive Officer in 2021 are shown in the table under “Executive Compensation Tables-2021 Option Exercises and Stock Vested Table.”

2021 Supplemental Grant of Performance Share Units

In February 2021, the Committee approved a one-time performance-based supplemental stock award for our executive officers, including our Named Executive Officers. These awards were granted in light of multiple factors:

Vesting of this one-time grant is subject to service requirements and achievement of absolute stock price hurdles directly tied to our objective of emerging stronger from the pandemic, ensuring that any amounts received by our executive officers are contingent on delivery of shareholder value.

In establishing the framework for this one-time performance based stock award, it was important to the Committee that there be performance criteria directly tied to our goal of emerging stronger. The Committee worked with its independent advisor to review market prevalence of long-term incentive measures among peer companies and ultimately selected stock price hurdles with a goal of getting our stock price to reach and exceed pre-pandemic performance levels. The Committee also believed the stock price hurdles would complement the Relative TSR performance measure that replaced Adjusted EPS for our annual performance share unit granted in 2021.

The Committee went through a rigorous process in establishing the three escalating stock price hurdles that would serve as the performance measures for the supplemental award over the 2021-2023 performance period. The Committee and its independent advisor, in partnership with management, considered a number of data points in setting the stock price hurdles including:

Based on these factors, the Committee set the stock price hurdles using an 8% growth rate for each hurdle. Unlike TSR, the 8% compound annual growth rate represented by the stock price hurdles does not include the value of our dividends (3.0% yield based on closing stock price of $23.29 on December 31, 2020).

Under the supplemental grant, the Named Executive Officers will have three years to achieve the performance goals. One-third of the award will vest each time the associated hurdle is achieved and the service requirement is met. To mitigate the possibility of a windfall from a short-lived change in our stock price, the share price hurdle is only considered achieved

Compensation Discussion and Analysis

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. The stock price hurdles and underlying service requirements are as follows:

The Named Executive Officers have three years from the date of grant to earn any, or all three, tranches. To help ensure retention, an individual must be employed for at least one year from the day of grant to receive the first tranche of the award, at least two years from the day of grant to receive the second tranche, and three years from the day of grant to receive the third tranche.

Due to the strong performance of our stock during 2021, all three stock price hurdles have been achieved. However, the awards remain subject to the continued employment requirements, and none of the tranches will vest until the associated service requirements have been met.

In determining the amount of the supplemental grants, the Committee, in consultation with its independent advisor, reviewed existing stock ownership levels, past performance-based awards, shareholder alignment objectives, competitive award levels, and internal equity. The amounts granted to our Named Executive Officers are as follows:

The Committee also considered and concluded that the value that would be created for shareholders upon the achievement of the above performance conditions and shared with the Named Executive Officers was reasonable and appropriately aligned with shareholders, as outlined in the chart below:

The total number of supplemental performance share units and the values of the awards granted to each Named Executive Officer in 2021 are reflected under “Executive Compensation Tables-Grants of Plan-Based Awards in 2021.”

Compensation Discussion and Analysis

Achievement under 2019-2021 PSUs

The Committee granted stock settled performance share units to the Named Executive Officers in 2019, relating to the three-year performance period 2019-2021. Each performance unit entitled the holder to one ordinary share following the end of the three-year performance period if we achieved specific company performance goals on metrics established by the Committee. The performance metric selected by the Committee for the 2019-2021 performance period was Adjusted EPS. Payouts would be scaled for performance between threshold and target and between target and maximum.

The Committee reviewed and approved the performance share units for the 2019-2021 performance period as reflected in the chart below:

2022 Changes to Executive Compensation

Annual Incentive Compensation

In establishing the 2022 MIP performance goals and potential payouts in December 2021, the Compensation and Human Capital Committee decided to rename the People & Culture Scorecard, the ESG Scorecard in order to broaden the focus of the scorecard and further align with our ESG goals reported in our ESG Report. Along with renaming the scorecard, the Committee approved the addition of an environmental metric that is aligned to our Planet Goals disclosed in our ESG Report. As described under the heading “Shareholder Engagement Initiatives”, the Committee selected this metric for inclusion in the 2022 MIP as a response to requests from our shareholders to include an environmental metric in our incentive plans. This metric will replace the Employee Resource Group membership growth metric. Additional details on this metric will be included in our proxy statement for our 2023 annual general meeting of shareholders.

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 2021, 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 Compensation and Human Capital 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.

Compensation Discussion and Analysis

Stock Ownership Guidelines

The Compensation and Human Capital Committee has established stock ownership guidelines for the Named Executive Officers and other executives to motivate them to become significant shareholders, to further encourage long-term performance and growth, and to align their interests with those of shareholders. The Compensation and Human Capital Committee monitors executives’ compliance with these guidelines and periodically reviews the definition of “stock ownership” to reflect the practices of companies in the Comparator Group. “Stock ownership” currently includes ordinary shares owned by the officer both directly and indirectly, the pro-rated portion of the officer’s unvested restricted stock units, shares held by the officer in his or her qualified retirement plan account, and shares acquired under our employee stock purchase plan. Stock ownership does not 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:

As shown in the table below, all Named Executive Officers have reached their ownership guideline as of December 31, 2021.

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 Compensation and Human Capital 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.

Compensation Discussion and Analysis

Policy Prohibiting Hedging and Pledging

We maintain a policy that prohibits our employees, including executive officers, 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 and collars, or otherwise engaging in transactions, that hedge or offset, or are designed to hedge or offset, any decrease in the market value of nVent securities. Transactions designed to facilitate portfolio diversification, such as exchange funds, are permitted for non-management directors but not employees.

Retirement and Other Benefits

Our Named Executive Officers and other eligible executives and employees may participate in a qualified retirement plan and a nonqualified deferred compensation plan, both of which are described below. Ms. Wozniak is also eligible to participate in a Supplemental Executive Retirement Plan, which is described below under “Executive 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 2021, our U.S. employees, including our Named Executive Officers, were eligible to participate in the nVent Management Company Retirement Savings and Investment Plan (“nVent RSIP”), a tax-qualified 401(k) retirement savings plan under which they could contribute up to 50% of their base salary and incentive compensation on a before-tax basis and 15% of compensation on an after-tax basis. During the first half of 2021, we matched 60% of the first 5% of regular earnings contributed to the nVent RSIP by participating employees, which was reduced from pre-COVID-19 pandemic company matching levels in response to the adverse effects of the pandemic. For the second half of 2021, the RSIP company match was reinstated to the full match of 100% 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 $290,000 in 2021.

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 2021. This plan permits executives to defer up to 25% of their base salary and 75% of their annual cash incentive compensation. Executives also may defer receipt of restricted stock units and/or performance share units. We normally make contributions to the Sidekick Plan on behalf of participants with respect to each participant’s contributions from that portion of his or her income above the maximum imposed by the U.S. Internal Revenue Code of 1986, as amended (the “Code”), which was $290,000 in 2021, but below the Sidekick Plan’s compensation limit of $700,000. These contributions mirror the contribution rates under the RSIP. Please see the narrative following the “Nonqualified Deferred Compensation Table” below for additional information on our contributions.

Compensation Discussion and Analysis

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 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.”

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 Compensation and Human Capital Committee considers the tax deductibility of the compensation it approves for its Named Executive Officers, including the $1 million deduction limit imposed by Section 162(m) of the Code. The Committee intends to set compensation for our executive officers at levels it believes are necessary to attract, motivate, retain and

Compensation Discussion and Analysis

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 2021, the Compensation and Human Capital 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 2021 to our company in addition to its service as compensation consultant to the Committee was a de minimis amount of retirement consulting and published compensation surveys through its Data Services business.

At the direction of the Committee, 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 Compensation and Human Capital 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 15^th of the month following the date of hire or promotion or the 15^th 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 next day 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 2021. The Chief Executive Officer provides a summary report to the Committee Chair disclosing the aggregate awards granted by the Chief Executive Officer during the preceding fiscal year. All options are granted with an exercise price equal to fair market value based on the closing share price on the effective day of grant.

Executive Compensation Tables

Summary Compensation Table

The table below summarizes the total compensation paid to or earned by each of the Named Executive Officers for the years ended December 31, 2019, 2020 and 2021.

Executive Compensation Tables

Executive Compensation Tables

Grants of Plan-Based Awards in 2021