DEF 14A 1 nvt3991311-def14a.htm DEFINITIVE PROXY STATEMENT

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. )

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☑		Definitive Proxy Statement
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☐		Soliciting Material under §240.14a-12

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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Table of Contents

2022

Notice of Annual General
Meeting and Proxy Statement

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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.

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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.

2022 Proxy Statement

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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.

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Environmental, Social and Governance

People

Our employees are at the core of our business. Promoting a culture of inclusion is a cornerstone of our strategy and is woven throughout our organization. As a global company, we understand that diverse perspectives are key to our company’s ability to grow and innovate for our customers. We value all dimensions of diversity and work hard to make sure all voices are heard, respected and represented. Whether working remotely or in person, we remain focused on our intentional culture-shaping activities and accelerated our efforts to make sure all employees feel heard, engaged and included.

Through the nVent Foundation and our nVent in Action programs, we empower our employees to give to the causes they care about. We connect with communities and protect our future by supporting quality education programs for youth and charitable causes championed by our employees. nVent employees around the world take action to help make their communities stronger by sharing their time, talents and resources with those in need.

We are committed to maintaining a positive, healthy work environment for our employees and preventing workplace injuries. We use a safety model based on three pillars to help ensure our business practices promote a healthy and safe workplace: management commitment, controlled hazards and employee engagement. Around the world, our safety leaders work with other employees to reduce risks and injuries.

We are diligent about selecting our suppliers. Our Supplier Code of Conduct prescribes expectations for providing safe and healthy working conditions, upholding high ethical standards and engaging in environmental responsibility. We expect our suppliers, contractors and others in our supply chain to share our commitment to human rights and to provide assurances that their businesses are free from practices associated with human rights violations. Additionally, through our supplier diversity program, we help ensure our competitive supplier selection processes include diverse suppliers.

Highlights

· We implemented a new ESG scorecard, which we call the People & Culture Scorecard, into our 2021 annual incentive plan. The scorecard is directly tied to our 2025 People Goals. Additional details can be found on page 40.

· We increased our representation of women in management globally, and our representation of racially diverse U.S. professional employees.

· We launched Electrify, our new digital employee recognition platform, to increase engagement globally.

· We were included in RippleMatch’s 2021 list of top workplaces for Generation Z: The Next Gen 100. RippleMatch is a third party that recognizes organizations that are building standout workplaces for the next generation of talent.

· We were named in the 2022 Bloomberg Gender-Equality Index for our commitment to transparency in gender-data reporting.

· We prioritized employee safety and well-being during the pandemic. We aligned our actions with the guidance of the World Health Organization, the Centers for Disease Control and Prevention and local health authorities. We quickly established global teams as needed to assist with implementing safety protocols.

2022 Proxy Statement

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Environmental, Social and Governance

Products

Our mission to connect and protect with inventive electrical solutions is important as the Electrification of Everything changes the world and creates opportunities for a more sustainable future. Our products connect and protect systems that touch the lives of millions of people every day through the world’s infrastructure, energy, data and communication systems. Our solutions protect infrastructure, provide resiliency and help ensure ongoing connectivity.

As the world changes and becomes more electrified, we expect investments in new infrastructure and technologies will be vital. We will continue to focus on developing highly differentiated solutions that deliver efficiency, safety and reduced resource consumption, creating a more sustainable future.

Highlights

· We integrated ESG into our new product introduction guidelines.

· We established a baseline in 2021 for future reporting and goal setting in three key categories: Use of Eco-Friendly Designs, Eco-Friendly Materials and End-User Safety. We plan to increase awareness and institute guidelines for these categories in our New Product Introduction process to help ensure advancement in delivering socially responsible products and end-user solutions.

Planet

Being a good steward of the environment is integral to how we operate. Innovation, adaptability and our continuous improvement approach allow us to protect natural resources and provide value to our customers and the communities where we live and work.

From setting strategic business goals to our Grass Roots Employee Resource Group focused on sustainability, working to improve our environmental impact is a priority at all levels of our organization. Employee-led “environmental treasure hunts” occur globally across our facilities to identify and implement improvement ideas. We are committed to responsible energy use, greenhouse gas reduction and waste and water management.

Reducing our carbon emissions and using more green energy are important steps we are taking to reduce our impact on natural resources.

Highlights

· We continued to decrease greenhouse gas emissions through investments in renewable energy and operational efficiency.

· We updated our Environmental Policy in 2021, and will continue to invest in environmental improvements, assess the Task Force on Climate-related Financial Disclosures framework, and evaluate carbon neutrality.

· We received a silver medal from EcoVadis in 2021 for our strong sustainability performance. EcoVadis is a third-party entity that evaluates suppliers on a complex scale of sustainability and ESG factors.

· We are adding an environmental metric to our 2022 ESG Scorecard in our annual incentive plan. Additional details can be found on page 47.

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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.

2022 Proxy Statement

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Notice of Annual General Meeting of Shareholders

To Be Held May 13, 2022

Our Annual General Meeting of Shareholders will be held at the Four Seasons Hotel, Hamilton Place, Park Lane, London, England, W1J7DR, on Friday, May 13, 2022, at 8:00 a.m. British Summer Time, to consider and vote upon the following proposals; provided that if we are unable to hold the meeting at this location, date and/or time, it will be held at an alternative location, date and/or time that we will publicly announce:


1.	By Separate Resolutions, Election of the Following Director Nominees:
	i. Jerry W. Burris ii. Susan M. Cameron iii. Michael L. Ducker iv. Randall J. Hogan v. Danita K. Ostling	vi. Nicola Palmer vii. Herbert K. Parker viii. Greg Scheu ix. Beth A. Wozniak x. Jacqueline Wright
2.	Approve, by Non-Binding Advisory Vote, the Compensation of the Named Executive Officers

3.	Ratify, by Non-Binding Advisory Vote, the Appointment of Deloitte & Touche LLP as the Independent Auditor and Authorize, by Binding Vote, the Audit and Finance Committee of the Board of Directors to Set the Auditor’s Remuneration

4.	Authorize the Board of Directors to Allot and Issue New Shares under Irish Law

5.	Authorize the Board of Directors to Opt Out of Statutory Preemption Rights under Irish Law

6.	Authorize the Price Range at which nVent Electric plc Can Re-allot Shares it Holds as Treasury Shares under Irish Law

To consider and act on such other business as may properly come before the Annual General Meeting or any adjournment.

Proposals 1, 2, 3 and 4 are ordinary resolutions, requiring the approval of a simple majority of the votes cast at the meeting. Proposals 5 and 6 are special resolutions, requiring the approval of not less than 75% of the votes cast at the meeting.

Only shareholders of record as of the close of business on March 18, 2022 are entitled to receive notice of and to vote at the Annual General Meeting.

If you are a shareholder entitled to attend and vote at the Annual General Meeting, you are entitled to appoint a proxy or proxies to attend, speak and vote on your behalf. A proxy need not be a shareholder. If you wish to appoint as proxy any person other than the individuals specified on the proxy card, please contact our Corporate Secretary at our registered office or deliver to the Corporate Secretary at our registered office a proxy card in the form set out in section 184 of the Irish Companies Act 2014; please also note that your nominated proxy must attend the Annual General Meeting in person in order for your vote to be cast.

At the Annual General Meeting, management will review nVent Electric plc’s affairs and will also present nVent Electric plc’s Irish statutory financial statements for the fiscal year ended December 31, 2021 and the reports of the directors and the statutory auditors thereon.

By Order of the Board of Directors,

Jon Lammers

Corporate Secretary
April 1, 2022

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on May 13, 2022. The Annual Report, Notice of Annual General Meeting, Proxy Statement and Irish Statutory Financial Statements and Related Reports are available by Internet at www.proxyvote.com.

Shareholders in Ireland may participate in the Annual General Meeting by audio link at the offices of Arthur Cox, Ten Earlsfort Terrace, Dublin 2, Ireland, at 8:00 a.m. Irish Standard Time. See “Questions and Answers About the Annual General Meeting and Voting” for further information on participating in the Annual General Meeting in Ireland.**


	Where 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.

*	If we are unable to hold the meeting at this location, date and/or time, it will be held at an alternative location, date and/or time that we will publicly announce.
**	If participation at the offices of Arthur Cox is not possible, we will publicly announce an alternative venue at which shareholders in Ireland may participate by audio link.

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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

Proposal		Board Recommendation	Vote Required	Page Reference
1.	Election of Director Nominees	FOR each nominee	Majority of votes cast	14
2.	Approve, by Non-Binding Advisory Vote, the Compensation of the Named Executive Officers	FOR	Majority of votes cast	31
3.	Ratify, by Non-Binding Advisory Vote, the Appointment of Deloitte & Touche LLP as the Independent Auditor and Authorize, by Binding Vote, the Audit and Finance Committee to Set the Auditor’s Remuneration	FOR	Majority of votes cast	65
4.	Authorize the Board of Directors to Allot and Issue New Shares under Irish Law	FOR	Majority of votes cast	68
5.	Authorize the Board of Directors to Opt Out of Statutory Preemption Rights under Irish Law	FOR	75% of votes cast	69
6.	Authorize the Price Range at which nVent Electric plc Can Re-Allot Treasury Shares under Irish Law	FOR	75% of votes cast	71

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:

*	Upon completion of the 2022 Annual General Meeting, Mr. Parker will become the Chair of the Audit and Finance Committee and Ms. Ostling will join the Audit and Finance Committee.

2022 Proxy Statement

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

⁽¹⁾	Our director nominees’ average tenure is calculated by full years of completed service based on date of initial appointment or election to our Board.

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 motivate and reward executives for achieving annual and long-term financial objectives;
	•	to align management and shareholder interests by encouraging employee stock ownership;
	•	to provide rewards commensurate with individual and company performance;
	•	to encourage growth and innovation; and
	•	to attract and retain top-quality executives and key employees.

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

	•	base salary, to provide fixed compensation competitive in the marketplace;
	•	annual incentive compensation, to reward short-term performance against specific financial targets; and
	•	long-term incentive compensation, to link management incentives to long-term value creation and shareholder return.

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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 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

2022 Proxy Statement

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Table of Contents

LETTER TO SHAREHOLDERS	3
ENVIRONMENTAL, GOVERNANCE AND SOCIAL	4
SHAREHOLDER ENGAGEMENT	7
NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS	8
PROXY STATEMENT FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS OF NVENT ELECTRIC PLC TO BE HELD ON FRIDAY, MAY 13, 2022	9
PROXY STATEMENT SUMMARY	9
Voting Matters and Recommendations	9
PROPOSAL 1 ELECT DIRECTOR NOMINEES	14
Vote Requirement	14
Director Nominees Standing for Election	15
Director Independence	20
Director Qualifications, Diversity and Tenure	20
Shareholder Recommendations, Nominations and Proxy Access	22
CORPORATE GOVERNANCE MATTERS	23
The Board’s Role and Responsibilities, Including Risk Oversight	23
Board Structure and Processes	24
Committees of the Board	26
Attendance at Meetings	28
Director Compensation	28
EXECUTIVE COMPENSATION	31
PROPOSAL 2 APPROVE, BY NON-BINDING ADVISORY VOTE, THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS	31
Vote Requirement	32
COMPENSATION AND HUMAN CAPITAL COMMITTEE REPORT	32
COMPENSATION DISCUSSION AND ANALYSIS	33
Our Named Executive Officers	33
Key Business Results and Goals	33
Overview of Compensation Program and Objectives	36
Our Compensation Best Practices	37
Shareholder Engagement Initiatives and Say on Pay	37
Comparative Framework	38
Compensation Program Elements	39
Base Salaries	39
Annual Incentive Compensation	40
Long-Term Incentive Compensation	41
Perquisites and Other Personal Benefits	47
Stock Ownership Guidelines	48
Equity Holding Policy	48
Clawback Policy	48
Policy Prohibiting Hedging and Pledging	49
Retirement and Other Benefits	49
Severance and Change-in-Control Benefits	50
Impact of Tax Considerations	50
Compensation Consultant	51
Evaluating the Chief Executive Officer’s Performance	51
Equity Award Practices	51

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EXECUTIVE COMPENSATION TABLES	52
Summary Compensation Table	52
Grants of Plan-Based Awards in 2021	54
Outstanding Equity Awards at December 31, 2021	55
2021 Option Exercises and Stock Vested Table	57
2021 Pension Benefits	57
Nonqualified Deferred Compensation Table	58
Potential Payments Upon Termination or Change in Control	59
Pay Ratio	63
Risk Considerations in Compensation Decisions	64
PROPOSAL 3 RATIFY, BY NON-BINDING ADVISORY VOTE, THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE INDEPENDENT AUDITOR OF NVENT ELECTRIC PLC AND TO AUTHORIZE, BY BINDING VOTE, THE AUDIT AND FINANCE COMMITTEE OF THE BOARD OF DIRECTORS TO SET THE AUDITOR’S REMUNERATION	65
Vote Requirement	65
Audit and Finance Committee Pre-approval Policy	66
Fees Paid to the Independent Auditors	66
AUDIT AND FINANCE COMMITTEE REPORT	67
PROPOSAL 4 AUTHORIZE THE BOARD OF DIRECTORS TO ALLOT NEW SHARES UNDER IRISH LAW	68
Vote Requirement	68
PROPOSAL 5 AUTHORIZE THE BOARD OF DIRECTORS TO OPT OUT OF STATUTORY PREEMPTION RIGHTS UNDER IRISH LAW	69
Vote Requirement	70
PROPOSAL 6 AUTHORIZE THE PRICE RANGE AT WHICH NVENT ELECTRIC PLC CAN RE-ALLOT SHARES IT HOLDS AS TREASURY SHARES UNDER IRISH LAW	71
Vote Requirement	71
SECURITY OWNERSHIP	72
QUESTIONS AND ANSWERS ABOUT THE ANNUAL GENERAL MEETING AND VOTING	73
SHAREHOLDER PROPOSALS AND NOMINATIONS FOR THE 2023 ANNUAL GENERAL MEETING OF SHAREHOLDERS	77
IRISH DISCLOSURE OF SHAREHOLDER INTERESTS	78
2021 ANNUAL REPORT ON FORM 10-K	78
REDUCE DUPLICATE MAILINGS	78
APPENDIX A – RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES	79

2022 Proxy Statement

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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 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.


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Proposal 1

Director Nominees Standing for Election

Jerry W. Burris

Director since 2018

Age 58

Independent

Committees:

Compensation and Human Capital (Chair)

Governance and Social Responsibility

Mr. Burris is the President and Chief Executive Officer of Midwest Can Company, a manufacturer of portable fuel cans and specialty containers, a position he has held since 2018. Mr. Burris served as President and Chief Executive Officer of Associated Materials Group, Inc., a manufacturer of professionally installed exterior building products, from 2011 to 2014. Prior to that, he served as President, Precision Components of Barnes Group Inc., and was the President of Barnes Industrial, a global precision components business within Barnes Group. Prior to joining Barnes Group, Mr. Burris held a number of senior management positions at General Electric including President and Chief Executive Officer of Advanced Materials Quartz and Ceramics; General Manager of Global Services at GE Healthcare; head of global supply chain sourcing with GE Industrial Systems and Honeywell Integration. Mr. Burris has served as a director of Midwest Can Company since 2017 and in 2022 he joined the board of directors of Mohawk Industries, Inc., a global flooring manufacturer. During the past five years, Mr. Burris also previously served as a director of Fifth Third Bancorp and Pentair plc.

Qualifications: Mr. Burris brings to our Board significant executive leadership experience in management of global manufacturing operations and related processes, such as supply chain management, quality control and product development. Mr. Burris also provides our Board with insight into operating best practices and current developments in a variety of management contexts.

Susan M. Cameron (Lead Director)

Director since 2018

Age 63

Independent

Committees:

Compensation and Human Capital

Governance and Social Responsibility

Ms. Cameron is the retired Chairman and Chief Executive Officer of Reynolds American Inc., a publicly-traded tobacco company, where she served as its Non-Executive Chairman from May 2017 to July 2017, its Executive Chairman from January 2017 to May 2017, and its Chief Executive Officer and member of the Board of Directors from 2014 to 2016. Prior to that, she served as President and Chief Executive Officer from 2004 to 2011 and as a member of its Board of Directors from 2006 to 2011. Prior to joining Reynolds American Inc., Ms. Cameron held various marketing, management and executive positions at Brown & Williamson Tobacco Corporation, a U.S. tobacco company. Ms. Cameron has served as a director of Aramark since 2019, as a director of Tupperware Brands Corporation since 2011 and the Non-Executive Chairman of Tupperware Brands Corporation since 2019. During the past five years, Ms. Cameron also previously served as a director of R.R. Donnelley & Sons Company.

Qualifications: Ms. Cameron has considerable experience in the executive leadership and marketing functions of a public company. Ms. Cameron brings to our Board strong leadership skills, marketing and brand leadership expertise and essential insights and perspectives regarding the strategic and operational opportunities and challenges of a global manufacturing business.

2022 Proxy Statement

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Proposal 1

Michael L. Ducker

Director since 2018

Age 68

Independent

Committees:

Compensation and Human Capital

Governance and Social Responsibility (Chair)

Mr. Ducker is the retired President and Chief Executive Officer of FedEx Freight, a segment of FedEx Corporation, a global provider of supply chain, transportation, business and related information services, having served from 2015 to 2018. From 2009 to 2015 he held the positions of Executive Vice President and Chief Operating Officer and President of International for FedEx Express, a segment of FedEx Corporation, and prior to that he held various executive and management positions with FedEx Express including serving as president of FedEx Express Asia Pacific in Hong Kong and leading the Southeast Asia and Middle East regions from Singapore, as well as Southern Europe from Milan, Italy. Mr. Ducker has served as a director of International Flavors & Fragrances Inc. since 2014, and as a director of U.S. Xpress Enterprises, Inc. since 2020. He also serves as a director of Amway Corporation, a privately held direct selling business.

Qualifications: Mr. Ducker’s significant senior executive and international experience coupled with his extensive expertise in complex global operations and logistics complements the strength of our Board. Mr. Ducker’s prior experience as Chief Executive Officer of FedEx Freight provides him with knowledge of a number of important areas, including leadership, risk assessment and operational issues.

Randall J. Hogan (Chairman)

Director since 2018

Age 66

Independent
Chairman since 2018

Mr. Hogan serves as our non-executive Chairman of the Board. Prior to the separation of our company from Pentair plc in 2018, Mr. Hogan served as Pentair plc’s Chief Executive Officer from 2001 to 2018 and as its Chairman from 2002 to 2018. Prior to his role as Chief Executive Officer, Mr. Hogan held various leadership roles at Pentair plc including President and Chief Operating Officer, and Executive Vice President and President of the Electrical and Electronic Enclosures Group. Mr. Hogan also held leadership roles with United Technologies Corporation as President of the Carrier Transicold Division; Pratt & Whitney Industrial Turbines as Vice President and General Manager; General Electric Company in executive positions in a variety of functions such as marketing, product management, and business development and planning; and McKinsey & Company as a consultant. Mr. Hogan has served as director of Medtronic plc since 2015. During the past five years, Mr. Hogan also previously served as a director of Pentair plc.

Qualifications: Mr. Hogan has significant leadership experience both with Pentair plc and predecessor employers demonstrating a wealth of operational management, strategic, organizational and business transformation acumen. His deep knowledge of business in general and our businesses, strengths and opportunities in particular, as well as his experience as a director in two other complex global public companies allow him to make significant contributions to our Board.


16	nVent Electric plc

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Proposal 1

Danita K. Ostling

Director Nominee

Age 61

Independent

Committees:

Audit and Finance*

Ms. Ostling is a former partner and senior leader at Ernst & Young LLP, or EY, having served in various leadership roles from 1999 until her retirement in 2021. Ms. Ostling served a broad spectrum of publicly traded and privately held clients on complex issues in accounting, auditing, risk, regulatory and securities registrations. Ms. Ostling’s career with EY spanned 32 years and included serving as the Professional Practice Director for EY’s U.S. East Region from 2015-2021, and before that as Deputy Director Global Assurance Professional Practice – Accounting for eight years in London. In addition to her work at EY, Ms. Ostling also served in leadership roles for Citigroup, Inc. and the Financial Accounting Standards Board, or FASB. In 2021, Ms. Ostling joined the board of directors of Circle Internet Financial LLC, a global financial technology firm, and in 2022 she joined the board of Varsity Brands, Inc., a privately held American apparel company. Ms. Ostling was recommended by a third party search firm to our Governance and Social Responsibility Committee of the Board, which recommended to the Board to approve the nomination of Ms. Ostling to stand for election at the 2022 Annual General Meeting.

Qualifications: Ms. Ostling has extensive expertise in accounting and auditing, with significant experience consulting on complex accounting issues for large global companies. She will also bring to our board her subject matter expertise with respect to accounting and audit standards, risk management and compliance.

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

Nicola Palmer

Director since 2020

Age 54

Independent

Committees:

Audit and Finance

Ms. Palmer is the Chief Technology Ambassador of Verizon Communications, Inc., a global provider of technology, communications, information and entertainment products and services, having served in that role since 2022. Previously she served as Chief Product Development Officer from 2019 to 2022, as Chief Network Engineering Officer and Head of Wireless Networks from 2017 to 2018 and as Chief Technology Officer for Verizon Wireless from 2013 to 2017, after having served in technology roles of increasing responsibility for Verizon since 2000.

Qualifications: With a career spanning technology, engineering, operations, service management, product development, and strategy/planning, Ms. Palmer has extensive expertise in building, evolving and innovating technology products, platforms and services. She has significant experience in digital business transformation, cybersecurity, and evaluating acquisitions and investments to drive innovation forward.

2022 Proxy Statement

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Proposal 1

Herbert K. Parker

Director since 2018

Age 63

Independent

Committees:

Audit and Finance
(Chair, upon completion of the 2022 Annual General Meeting)

Mr. Parker was Executive Vice President of Operational Excellence for Harman International Industries, Inc., a worldwide developer, manufacturer and marketer of audio products, lighting solutions and electronic systems, from 2015 to 2017, and was the Executive Vice President and Chief Financial Officer of Harman Industries, Inc. from 2008 to 2014. Previously, Mr. Parker served in various financial positions with ABB Ltd. including as Chief Financial Officer of the Americas region. Mr. Parker began his career as a staff accountant with C-E Systems. Mr. Parker has served as a director of each of Apogee Enterprises Inc. and American Axle & Manufacturing since 2018, and as a director of TriMas Corporation since 2015.

Qualifications: Mr. Parker has extensive experience in financial and asset management, accounting and audit, and Sarbanes-Oxley compliance for public companies. His experience serving as a financial executive with multiple public companies in many different countries has provided him with extensive leadership experience and subject matter expertise in enterprise risk management, investor relations, operations and international business.

Greg Scheu

Director since 2021

Age 60

Independent

Committees:

Audit and Finance

Mr. Scheu is the retired President of the Americas region as well as Head of Group Service and Business Integration of ABB, Inc., a subsidiary of leading global technology company ABB Ltd., having served in those roles from 2015 until his retirement in October 2019. Mr. Scheu also served as a member of ABB Ltd.’s Executive Committee from 2012 until his retirement. From 2013 to 2014, he was ABB Inc.’s Head of Business Integration, Group Service and North America. From 2012 to 2013, he was its Head of Marketing and Customer Solutions. Mr. Scheu joined ABB in 2001 and was responsible for the integration of key acquisitions into ABB. After his retirement from ABB in 2019, Mr. Scheu founded StratPro Partners, a consulting and advisory practice, and is also a senior advisor at Lindsay Goldberg, a private equity firm.

Qualifications: Mr. Scheu brings extensive industry and mergers and acquisitions experience. His service as an executive for the subsidiary of a leading global technology company has provided him with extensive leadership experience and subject matter expertise in enterprise operations and business integrations.


18	nVent Electric plc

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Proposal 1

Beth A. Wozniak

Director since 2018

Age 57

Ms. Wozniak was appointed as our Chief Executive Officer upon completion of the separation of our company from Pentair plc in 2018. Prior to that, Ms. Wozniak was President of Pentair plc’s Electrical segment from 2017 to 2018, and served as President of Pentair plc’s Flow & Filtration Solutions Global Business Unit from 2015 to 2016. Previously, Ms. Wozniak held various leadership roles at Honeywell International Inc., and its predecessor AlliedSignal, from 1990 to 2015 including as President of the Environmental and Combustion Controls unit of Honeywell International Inc. from 2011 to 2015 and prior to that as President of the Sensing and Controls unit of Honeywell International Inc. from 2006 to 2011. In 2021 Ms. Wozniak joined the board of directors of Carrier Global Corporation, a global provider of heating, ventilating, air conditioning and refrigeration systems, building controls and automation, and fire and security systems.

Qualifications: Ms. Wozniak brings extensive experience in leading complex, global business operations and mergers and acquisitions, and contributes leadership expertise and insights to our Board.

Jacqueline Wright

Director since 2020

Age 62

Independent

Committees:

Compensation and Human Capital

Governance and Social Responsibility

Ms. Wright is the Chief Digital Officer, Microsoft US, of Microsoft Corporation, a multinational technology company, having served in that role since 2019. Previously, she served from 2017 - 2019 as Chief Digital & Information Officer for HM Revenue & Customs, the British government tax department, under a two-year secondment arrangement. Prior to that, she served from 2011 to 2017 as Vice President, IT Strategic Enterprise Services of Microsoft Corporation. Before that, Ms. Wright served in chief information officer roles for companies including BP plc and General Electric Company. In 2021 Ms. Wright joined the board of directors of each of Exelixis, Inc., an oncology-focused biotechnology company, and Russell Reynolds Associates, Inc., a privately held global leadership advisory and search firm.

Qualifications: Ms. Wright possesses extensive digital transformation experience, and contributes leadership in the areas of cybersecurity, technology advancement and the deployment of key customer experiences across multiple technology platforms.

2022 Proxy Statement

Table of Contents

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	Relationship(s) Considered
Ms. Palmer	Chief Product Development Officer, Verizon Communications Inc. (now Chief Technology Ambassador)
Ms. Wright	Chief Digital Officer, Microsoft US, Microsoft Corporation

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


20	nVent Electric plc

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Proposal 1

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

	•	at least a majority of the Board must consist of independent directors who meet the New York Stock Exchange, or NYSE, definition of “independent director;”
	•	each director should be an individual of the highest character and integrity and have an inquiring mind, vision and the ability to work well with others;
	•	each director should be free of any conflict of interest that would violate any applicable law or regulation or interfere with the proper performance of the responsibilities as a director;
	•	each director should possess substantial and significant experience which would be of particular importance to us in the performance of the duties of a director;
	•	each director should have sufficient time available to devote to the affairs of our company in order to carry out the responsibilities of a director; and
	•	each director should have the capacity and desire to represent the balanced, best interests of our company and our shareholders as a whole and not primarily the interests of a special interest group or constituency and be committed to enhancing long-term shareholder value.

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.

Board Nominees

Experience/Qualifications/Attributes/Skills

Burris

Cameron

Ducker

Hogan

Ostling

Palmer

Parker

Scheu

Wozniak

Wright

Cybersecurity

●

Diverse Director

●

ESG

●

Financial

●

Human Capital Management

●

Innovation/Digital/Technology

●

International Business & Operations

●

M&A

●

Operations/Manufacturing

●

Relevant Industry

●

Risk Management

●

Sales & Marketing

●

Senior Leadership

●

Strategy Formation

●

Supply Chain/Logistics

●

Race/Ethnicity (self-identified)

Black/African American

●

Gender

SEC Form DEF 14A filed by nVent Electric plc