DEF 14A 1 nvt3843981-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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nVent Electric plc

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

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2021

Notice of Annual General
Meeting and Proxy Statement

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Letter to Shareholders

March 30, 2021

Dear Fellow Shareholders:

None of us could have imagined the challenges that 2020 would bring. There was no playbook for a pandemic and we had to adapt and work differently. I could not be more proud of our approximately 8,800 nVent employees and what we accomplished together.

We quickly responded and prioritized what was important: We focused first on the safety and well-being of our employees, rapidly adopting new safety protocols around the world. We remained committed to serving our customers, often going to extraordinary lengths to do so. We continued to invest in growth and execute on our strategy while preparing to emerge stronger.

These priorities, along with our Win Right values and Spark management system, guided us throughout 2020. We had a record year with 53 new products and 40 digital launches, and integrated our Eldon and WBT acquisitions. We improved our safety, quality and delivery performance. We implemented our working capital plans and drove strong full-year cash conversion. In a challenging year, we executed well and are emerging stronger.

Beth A. Wozniak

Chief Executive Officer

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

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

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

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

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

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

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

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

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

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Social Responsibility

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

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

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


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

2021 Proxy Statement

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Building on Our Commitment to Social Responsibility

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

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

Shareholder Engagement

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

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

*	nVent outstanding shares calculated as of December 31, 2020. Ownership based on publicly disclosed ownership at the time of Fall outreach.

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Notice of Annual General Meeting of Shareholders

To Be Held May 14, 2021

Our Annual General Meeting of Shareholders will be held at our U.S. management office at 1665 Utica Avenue, Suite 700, Saint Louis Park, MN 55416 USA, on Friday, May 14, 2021, at 8:00 a.m. local 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:

Voting Matters		Board Recommendation	Vote Required	Page Reference
1.	By Separate Resolutions, Election of Director Nominees:	FOR each nominee	Majority of votes cast	11
• Jerry W. Burris
• Susan M. Cameron
• Michael L. Ducker
• Randall J. Hogan
• Ronald L. Merriman
• Nicola Palmer
• Herbert K. Parker
• Greg Scheu
• Beth A. Wozniak
• Jacqueline Wright
2.	Approve, by Non-Binding Advisory Vote, the Compensation of the Named Executive Officers	FOR	Majority of votes cast	27
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	61
4.	Authorize the Price Range at which nVent Electric plc can Re-Allot Treasury Shares	FOR	75% of votes cast	64

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

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

Only shareholders of record as of the close of business on March 19, 2021 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.

We urge shareholders to consider carefully whether to attend the Annual General Meeting in person, taking into account the public health concerns relating to COVID-19 and any applicable public emergency orders and recommendations which may, for example, prohibit in person attendance. Under the current circumstances, we encourage shareholders to vote by proxy in advance of the meeting to ensure that your shares are represented at the meeting. We advise shareholders that we intend to follow an abbreviated meeting format. Among other things, similar to last year’s annual general meeting, we intend to keep the meeting as brief as possible, we expect only a limited number of representatives of nVent to attend the meeting, we will practice social distancing, and we will not provide any refreshments. Attendees will be asked to wear face coverings and practice social distancing.

By Order of the Board of Directors,

Jon Lammers

Corporate Secretary
March 30, 2021

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on May 14, 2021. 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 2:00 p.m. local time (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 1665 Utica Avenue, Suite 700, Saint Louis Park, MN 55416 USA*

	When Friday, May 14, 2021, 8:00 a.m. local time

Whether or not you plan to attend, we encourage you to vote your shares by submitting a proxy as soon as possible, AND IN ANY EVENT AT LEAST 48 HOURS BEFORE THE ANNUAL GENERAL MEETING. IF YOU PLAN TO SUBMIT A PROXY, YOU MUST SUBMIT YOUR PROXY BY INTERNET OR TELEPHONE, OR YOUR PRINTED PROXY CARD MUST BE RECEIVED AT THE ADDRESS STATED ON THE CARD, BY NO LATER THAN 10:59 P.M. LOCAL TIME (11:59 P.M. EASTERN DAYLIGHT TIME) ON MAY 13, 2021.

	By Internet You can vote over the internet at www.proxyvote.com.

	By Telephone You can vote by telephone from the United States or Canada by calling the telephone number on the proxy card.

	By Mail You can vote by mail by marking, signing and dating your proxy card or voting instruction form and returning it in the postage-paid envelope, which will then be forwarded to nVent Electric plc’s registered address electronically.

	Vote in Person If you plan to attend the Annual General Meeting and wish to vote your ordinary shares in person, we will give you a ballot paper at the meeting.

*	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.

2021 Proxy Statement

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Proxy Statement for the Annual General Meeting of Shareholders of nVent Electric plc to be held on Friday, May 14, 2021

Proxy Statement Summary

This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information you should consider, and you should read the entire proxy statement before voting. Proxy materials are being made available on or about March 30, 2021 to our shareholders entitled to vote at the Annual General Meeting.

Voting Matters and Recommendations

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

Board and Governance Highlights

Director Nominees

For the 2021 Annual General Meeting, our Board has recommended the following director nominees.

			Committee Memberships
Name, Age	Director Since	Independent	Audit and Finance	Compensation and Human Capital	Governance and Social Responsibility
Jerry W. Burris, 57	2018
Susan M. Cameron, 62	2018
Michael L. Ducker, 67	2018
Randall J. Hogan, 65	2018
Ronald L. Merriman, 76	2018
Nicola Palmer, 53	2020
Herbert K. Parker, 62	2018
Greg Scheu, 59	2021
Beth A. Wozniak (CEO), 56	2018
Jacqueline Wright, 61	2020

Committee Member: Committee Chair:

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Proxy Statement Summary

Overview of the Board

Our Board considers a variety of factors described below under “Director Qualifications, Diversity and Tenure” when assessing the qualifications of Board nominees. Eight of our ten nominees are independent, and 50% have CEO experience.

⁽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.

Proposal 2		Approve, by Non-Binding Advisory Vote, the Compensation of the Named Executive Officers
Proposal 2		The Board recommends a vote FOR approval of the compensation of the Named Executive Officers		Page 27

Executive Compensation Highlights

These executive compensation highlights should be read in connection with the Executive Compensation section of this Proxy Statement, including the Compensation Discussion and Analysis section (see page 29).

Our Compensation Philosophy

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

	•	to 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.

2021 Proxy Statement

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Proxy Statement Summary

The Compensation and Human Capital Committee reviews total compensation for executive officers and the relative levels of each of these forms of compensation against the Committee’s goals. The mix of total direct compensation (shown at target) for 2020 for our Chief Executive Officer and the average of the other executive officers named in the Summary Compensation Table below (our “Named Executive Officers”) is shown in the charts below.

2020 Target Direct Compensation Mix

⁽¹⁾	Target Direct Compensation Mix for Named Executive Officers was calculated using their December 31 base salary, 2020 target annual incentive compensation and 2020 target long-term incentive compensation.

Proposal 3		Ratify, by Non-Binding Advisory Vote, the Appointment of the Independent Auditor and Authorize, by Binding Vote, the Audit and Finance Committee to Set the Auditor’s Remuneration
Proposal 3		The Board recommends a vote FOR the ratification of the appointment of Deloitte & Touche LLP as the independent auditor of nVent Electric plc and the authorization of the Audit and Finance Committee to set the auditor’s remuneration		Page 61

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

At the Annual General Meeting, management will review nVent Electric plc’s affairs and will also present nVent Electric plc’s Irish statutory financial statements for the fiscal year ended December 31, 2020 and the report of the statutory auditors thereon.

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LETTER TO SHAREHOLDERS	2
SOCIAL RESPONSIBILITY	3
SHAREHOLDER ENGAGEMENT	4
NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS	5
PROXY STATEMENT FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS OF NVENT ELECTRIC PLC TO BE HELD ON FRIDAY, MAY 14, 2021	6
PROXY STATEMENT SUMMARY	6
Voting Matters and Recommendations	6
PROPOSAL 1 ELECT DIRECTOR NOMINEES	11
Vote Requirement	11
Director Nominees Standing for Election	12
Director Independence	16
Director Qualifications, Diversity and Tenure	16
Shareholder Recommendations, Nominations and Proxy Access	18
CORPORATE GOVERNANCE MATTERS	19
The Board’s Role and Responsibilities, Including Risk Oversight	19
Board Structure and Processes	20
Committees of the Board	22
Attendance at Meetings	24
Director Compensation	24
EXECUTIVE COMPENSATION	27
PROPOSAL 2 APPROVE, BY NON-BINDING ADVISORY VOTE, THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS	27
Vote Requirement	28
COMPENSATION AND HUMAN CAPITAL COMMITTEE REPORT	28
COMPENSATION DISCUSSION AND ANALYSIS	29
Our Named Executive Officers	29
2020 Business Results and Key Actions in Response to Pandemic*	29
Overview of Compensation Program and Objectives	34
Our Compensation Best Practices	35
Shareholder Engagement Initiatives	36
Comparative Framework	36
Compensation Program Elements	37
Base Salaries	37
Annual Incentive Compensation	41
Long-Term Incentive Compensation	42
Perquisites and Other Personal Benefits	43
Stock Ownership Guidelines	43
Equity Holding Policy	44
Clawback Policy	44
Policy Prohibiting Hedging and Pledging	44
Retirement and Other Benefits	44
Severance and Change-in-Control Benefits	45
Impact of Tax Considerations	46
Compensation Consultant	46
Evaluating the Chief Executive Officer’s Performance	47
Equity Award Practices	47

2021 Proxy Statement

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EXECUTIVE COMPENSATION TABLES	48
Summary Compensation Table	48
Grants of Plan-Based Awards in 2020	50
Outstanding Equity Awards at December 31, 2020	51
2020 Option Exercises and Stock Vested Table	53
2020 Pension Benefits	53
Nonqualified Deferred Compensation Table	54
Potential Payments Upon Termination or Change in Control	55
Pay Ratio	59
Risk Considerations in Compensation Decisions	60
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	61
Vote Requirement	61
Audit and Finance Committee Pre-approval Policy	62
Fees Paid to the Independent Auditors	62
AUDIT AND FINANCE COMMITTEE REPORT	63
PROPOSAL 4 AUTHORIZE THE PRICE RANGE AT WHICH NVENT ELECTRIC PLC CAN RE-ALLOT SHARES IT HOLDS AS TREASURY SHARES UNDER IRISH LAW	64
Vote Requirement	64
SECURITY OWNERSHIP	65
QUESTIONS AND ANSWERS ABOUT THE ANNUAL GENERAL MEETING AND VOTING	66
SHAREHOLDER PROPOSALS AND NOMINATIONS FOR THE 2022 ANNUAL GENERAL MEETING OF SHAREHOLDERS	70
IRISH DISCLOSURE OF SHAREHOLDER INTERESTS	71
2020 ANNUAL REPORT ON FORM 10-K	71
REDUCE DUPLICATE MAILINGS	71
APPENDIX A – RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES	72


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

Our Board currently has ten members. On the recommendation of the Governance and Social Responsibility Committee, the Board has nominated each of the ten individuals named below for election for a one-year term expiring on completion of the 2022 Annual General Meeting. If any of the nominees should become unable to accept election, the proxies named on the proxy card may vote for other persons selected by the Board. Management has no reason to believe that any of the nominees named below will be unable to serve his or her full term if elected.

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

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

“IT IS RESOLVED, by separate ordinary resolutions, to elect the following ten director nominees for a term expiring on completion of the 2022 Annual General Meeting: Jerry W. Burris, Susan M. Cameron, Michael L. Ducker, Randall J. Hogan, Ronald L. Merriman, Nicola Palmer, Herbert K. Parker, Greg Scheu, Beth A. Wozniak, and Jacqueline Wright.”

Vote Requirement

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


	The Board recommends a vote FOR election of each Director nominee.

2021 Proxy Statement

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Proposal 1

Director Nominees Standing for Election

Jerry W. Burris

Director since 2018

Age 57

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. 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 62

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.


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Proposal 1

Michael L. Ducker

Director since 2018

Age 67

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 65

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.


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Proposal 1

Ronald L. Merriman

Director since 2018

Age 76

Independent

Committees

Audit and Finance (Chair)

Mr. Merriman is a retired Vice Chairman and partner of KPMG LLP, a global accounting and consulting firm, where he held various leadership roles from 1967 to 1997. At KPMG LLP, Mr. Merriman served as Vice Chairman of the Executive Management Committee. He also led KPMG’s Global Transportation & Logistics Practice and its Global Healthcare Practice and served as its U.S. Liaison Partner for Asia. More recently, Mr. Merriman founded Merriman Partners, a management advisory firm, in 2003 and served as its managing partner from 2004 to 2011. Prior to that, he served as managing director of O’Melveny & Myers LLP, a global law firm, as Executive Vice President of Carlson Wagonlit Travel, and as President of Ambassador Performance Group, Inc. Mr. Merriman has served as a director of Realty Income Corporation since 2005. During the past five years, Mr. Merriman also previously served as a director of Aircastle Limited, Pentair plc and Haemonetics Corporation.

Qualifications: Mr. Merriman has extensive expertise in financial management and accounting, enterprise risk management and operational controls of multinational companies. Throughout his professional career and public company audit committee experience, he has been exposed to issues involving accounting and audit standards, business law and corporate ethics.

Nicola Palmer

Director since 2020

Age 53

Independent

Committees

Audit and Finance

Ms. Palmer is the Chief Product Development Officer of Verizon Communications Inc., a global provider of technology, communications, information and entertainment products and services, having served in that role since 2019. Previously, she served as Chief Network Engineering Officer and Head of Wireless Networks from 2017 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, and evaluating acquisitions and investments to drive innovation forward.


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Proposal 1

Herbert K. Parker

Director since 2018

Age 62

Independent

Committees

Audit and Finance

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 59

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.

Beth A. Wozniak

Director since 2018

Age 56

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.

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.


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Jacqueline Wright

Director since 2020

Age 61

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 to 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.

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

Director Independence

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

In determining independence, our Board and Governance and Social Responsibility Committee consider circumstances where a director or director nominee serves as an employee of another company that is a customer or supplier. The Board and Committee have reviewed each of these relationships, which are set forth below. In each case, the relationship involves sales to or purchases from the other company that, for each of 2018 through 2020, were (a) less than the greater of $1 million or 2% of that organization’s consolidated gross revenues during each of 2020, 2019 and 2018; and (b) not of an amount or nature that impeded the director’s exercise of independent judgment.

Director	Relationship(s) Considered
Ms. Palmer	Chief Product Development Officer, Verizon Communications Inc.
Ms. Wright	Chief Digital Officer, 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, age, and skills, all in the context of an assessment of the perceived needs of the Board at that point in time. Directors are chosen with a view to bringing to the Board a diversity of experience and backgrounds and establishing a core of business advisers with financial and management expertise.

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

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

	•	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.

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

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

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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

Merriman

Palmer

Parker

Scheu

Wozniak

Wright

Digital/Cybersecurity

•

Diverse Director

•

Financial

•

International Business & Operations

•

M&A

•

Operations/Manufacturing

•

Relevant Industry

•

Risk Management

•

Sales & Marketing

•

Senior Leadership

•

Strategy Formation

•

Supply Chain/Logistics

•

Shareholder Recommendations, Nominations and Proxy Access

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

Our Articles of Association set forth procedures to be followed by shareholders who wish to nominate candidates for election as directors in connection with an Annual General Meeting. All such nominations must be accompanied by certain background and other information specified in the Articles of Association and submitted within the timing requirements set forth in the Articles of Association. See “Shareholder Proposals and Nominations for the 2022 Annual General Meeting” below for more information.

In addition, eligible shareholders may under certain circumstances be able to nominate and include in our proxy materials a specified number of candidates for election as directors under the proxy access provisions in our Articles of Association. All such nominations must be accompanied by certain background and other information specified in our Articles of Association and submitted within the timing requirements set forth in our Articles of Association. See “Shareholder Proposals and Nominations for the 2022 Annual General Meeting of Shareholders” below for more information.

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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:

	•	our Audit and Finance Committee focuses on our internal controls, including those relating to information technology and security systems, and discusses major enterprise-level risk exposures including those related to the COVID-19 pandemic;
	•	our Compensation and Human Capital Committee annually assesses potential risks arising from compensation programs and policies, including compensation-related risks resulting from the impacts and uncertainties associated with COVID-19 on our business; and
	•	Governance and Social Responsibility Committee provides oversight regarding our general approach and strategy for addressing social responsibility matters relevant to us, including identifying and assessing relevant social responsibility matters and risks.

However, our Board believes that the overall enterprise risk management process is more properly overseen by the full Board. Our Chief Financial Officer has the primary responsibility to the Board in the planning, assessment and reporting of our risk profile. The Board reviews an assessment of, and a report on, our risk profile, including a report from our Chief Technology Officer regarding risks relating to information security and cybersecurity matters, on a regular basis.

Oversight in Company Strategy

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

Oversight in Succession Planning

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

Communicating with Shareholders and Other Stakeholders

We believe that maintaining an active dialogue with our shareholders is important to our long-term success. We value the opinions of our shareholders and other stakeholders and welcome their views throughout the year on key issues. See “Shareholder Engagement” above for more detail on our engagement initiatives, including participation by our directors.

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

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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:

	•	a “related person” means any of our directors, executive officers or 5% shareholders or any of their immediate family members; and
	•	a “related person transaction” generally is a transaction (including any indebtedness or a guarantee of indebtedness) in which we were or are a participant and the amount involved exceeds $50,000, and in which a related person had or will have a direct or indirect material interest.

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:

	•	whether the terms of the related person transaction are fair to us and on terms at least as favorable as would apply if the other party had no affiliation with any of our directors, executive officers or 5% shareholders;
	•	whether there are demonstrable business reasons for us to enter into the related person transaction;
	•	whether the related person transaction could impair the independence of a director under our Corporate Governance Principles’ standards for director independence; and
	•	whether the related person transaction would present an improper conflict of interest for any of our directors or executive officers, taking into account the size of the transaction, the overall financial position of the director or executive officer, the direct or indirect nature of the interest of the director or executive officer in the transaction, the ongoing nature of any proposed relationship, and any other factors the Committee deems relevant.

We had no related person transactions during 2020. To our knowledge, no related person transactions are currently proposed.

Board Structure and Processes

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

	•	selection and composition of the Board;
	•	Board leadership;
	•	Board composition and performance;
	•	responsibilities of the Board;
	•	the Board’s relationship to senior management;
	•	meeting procedures;
	•	Committee matters; and
	•	leadership development.

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

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

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Board Leadership Structure

We do not have a policy requiring the positions of Chairman of the Board and Chief Executive Officer to be held by different persons. Rather, the Board has the discretion to determine whether the positions should be combined or separated. At the time of the separation of our company from Pentair plc in 2018, the Board determined that it was in our best interests to separate the positions of Chairman of the Board and Chief Executive Officer. Ms. Wozniak currently serves as our Chief Executive Officer and Mr. Hogan currently serves as our Chairman of the Board.

In addition, the Board will annually select an independent Lead Director whenever the Chairman is not an independent director. Our current Lead Director is Ms. Cameron. The Lead Director has the responsibilities set forth in the Corporate Governance Principles or as requested by the Board, including:

	•	chairing the Board in the absence of the Chairman of the Board;
	•	presiding over executive sessions of the Board when the Chairman is an employee of our company;
	•	in conjunction with the Chair of the Compensation and Human Capital Committee and the Chairman of the Board, reporting to the Chief Executive Officer on the Board’s annual review of her performance;
	•	in conjunction with the Chairman of the Board, approving the agenda for Board meetings, including scheduling to assure sufficient time for discussion of all agenda items;
	•	in conjunction with the Chairman of the Board and Committee Chairs, ensuring an appropriate flow of information to the Directors;
	•	holding one-on-one discussions with individual directors where requested by directors or the Board; and
	•	carrying out other duties as requested by the Board.

Board and Committee Self-Assessments

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

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

Board Education

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

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Committees of the Board

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

7 Meetings of the nVent Board of Directors
9 Meetings of the Audit and Finance Committee	4 Meetings of the Compensation and Human Capital Committee	5 Meetings of the Governance and Social Responsibility Committee

Audit and Finance Committee

Members:

Ronald L. Merriman (Chair),

Nicola Palmer,

Herbert K. Parker and

Greg Scheu.

All members have been determined to be independent under SEC and NYSE rules.

Role:

The Audit and Finance Committee is responsible for, among other things, assisting our Board with oversight of our accounting and financial reporting processes, oversight of our financing strategy, investment policies and financial condition, audits of our financial statements, and monitoring the effectiveness of our systems of internal control (including information technology and security systems relating to internal controls), internal audit and risk management. These responsibilities include the integrity of the financial statements, compliance with legal and regulatory requirements, the independence and qualifications of our external auditor and the performance of our internal audit function and of the external auditor. The Committee is directly responsible for the appointment, compensation, evaluation, terms of engagement (including retention and termination) and oversight of the independent registered public accounting firm. The Committee holds meetings periodically with our independent and internal auditors, our Board and management to review and monitor the adequacy and effectiveness of reporting, internal controls, risk assessment and compliance with our policies. The Committee also discusses major enterprise-level risk exposures that may affect our financial statements, operations, business continuity, reputation and the reliability and security of the information technology and security systems owned by us or used in our business operations, discusses with management the steps it takes to monitor and control those exposures, and receives ongoing assessments from our internal audit department regarding our risk management processes.

Report:

You can find the Audit and Finance Committee Report under “Audit and Finance Committee Report” of this Proxy Statement.

Financial Experts:

The Board has determined that all current members of the Committee are financially literate under NYSE rules and that each of Messrs. Merriman and Parker qualifies as an “audit committee financial expert” under SEC standards.

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Compensation and Human Capital Committee

Members:

Jerry W. Burris (Chair),
Susan M. Cameron,
Michael L. Ducker and
Jacqueline Wright.

All members have been
determined to be independent
under SEC and NYSE rules.

Role:

The Compensation and Human Capital Committee sets and administers our executive compensation. This includes establishing and reviewing executive base salaries and administering cash bonus and equity-based compensation under the nVent Electric plc 2018 Omnibus Incentive Plan. The Committee also sets the Chief Executive Officer’s compensation based on the Board of Director’s annual evaluation of her performance. The Committee has engaged an independent compensation consulting firm to aid the Committee in its annual review of our executive compensation programs for continuing appropriateness and reasonableness and to make recommendations regarding executive officer compensation levels and structures. In reviewing our compensation programs, the Committee also considers other sources to evaluate external market, industry and peer company practices. Information regarding the independence of the consulting firm is included under “Compensation Discussion and Analysis – Compensation Consultant.” A more complete description of the Compensation and Human Capital Committee’s practices can be found under “Compensation Discussion and Analysis” under the headings “Comparative Framework” and “Compensation Consultant.” The Committee also receives periodic reports from management regarding the effectiveness of our human resources and human capital management strategies and goals, including those related to the recruitment and retention of personnel, talent management, inclusion and diversity and other employment and compensation practices, and our culture.

Report:

You can find the Compensation and Human Capital Committee Report under “Compensation and Human Capital Committee Report” of this Proxy Statement.

Governance and Social Responsibility Committee

Members:

Michael L. Ducker (Chair),

Jerry W. Burris,

Susan M. Cameron

and Jacqueline Wright.

All members have been

determined to be independent

under NYSE rules.

Role:

The Governance and Social Responsibility Committee is responsible for, among other things, identifying individuals qualified to become directors and recommending nominees to the Board for election at Annual General Meetings, and overseeing matters relating to environmental, social and governance matters, including sustainability, health and safety, business ethics, corporate social responsibility, community relations and other public policy and affairs, as well as compliance with our Code of Business Conduct and Ethics. The Committee also monitors developments in director compensation and, as appropriate, recommends changes in director compensation to the Board of Directors. The Committee is also responsible for reviewing annually and recommending to the Board of Directors changes to our corporate governance principles and administering the annual Board and Board Committee self-assessment.

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Attendance at Meetings

The Board held seven meetings in 2020. Members of the Board are expected to attend all scheduled meetings of the Board and the Committees on which they serve and all Annual and Extraordinary General Meetings. In each regularly scheduled Board meeting, the non-employee directors met in executive session, without the Chief Executive Officer or other members of management present. The independent directors also meet in executive session, chaired by the Lead Director, at least once per year. All directors attended at least 75% of the aggregate of all meetings of the Board and all meetings of the Committees on which they served during the period for which such persons served as directors in 2020, with an average attendance of over 98%. All of the directors nominated for re-election at the 2020 Annual General Meeting joined by telephone due to the COVID-19 pandemic.

Director Compensation

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

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

Director Retainers

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

Board Retainer	$	80,000
Chairman of the Board Supplemental Retainer	$	140,000
Lead Director Supplemental Retainer	$	30,000
Audit and Finance Committee Chair Supplemental Retainer	$	20,000
Compensation and Human Capital Committee Chair Supplemental Retainer	$	15,000
Governance and Social Responsibility Committee Chair Supplemental Retainer	$	12,000
Audit and Finance Committee Retainer	$	12,500
Compensation and Human Capital Committee Retainer	$	7,500
Governance and Social Responsibility Committee Retainer	$	7,500

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

Equity Awards

Non-employee directors also receive an annual grant with a value of $130,000. Grants are made in the form of restricted stock units, which generally vest one year after the grant date. Share withholding is allowed to cover the taxes on restricted stock unit vesting. Historically, we have granted such restricted stock units on the first trading day in January of each year, which we did in 2020. In December 2020, the Governance and Social Responsibility Committee determined that, beginning in 2021, we will make such grants closer to the Annual General Meeting. As a result, we did not make a grant in January 2021.

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

Stock Ownership Guidelines for Non-Employee Directors

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

	Share Ownership⁽¹⁾	12/31/20 Market Value ($)⁽²⁾	Ownership Guideline ($)	Progress Toward Guideline
Jerry W. Burris	35,712	831,732	400,000	Met
Susan M. Cameron	11,417	265,902	400,000	On track	⁽³⁾
Michael L. Ducker	17,269	402,195	400,000	Met
Randall J. Hogan	811,041	18,889,156	400,000	Met
Ronald L. Merriman	38,344	893,031	400,000	Met
Nicola Palmer	5,279	122,948	400,000	On track	⁽³⁾
Herbert K. Parker	17,269	402,195	400,000	Met
Jacqueline Wright	6,703	156,113	400,000	On track	⁽³⁾

⁽¹⁾	Except as indicated otherwise below, the amounts in this column include ordinary shares owned by the director, both directly and indirectly, and unvested restricted stock units.
⁽²⁾	Based on the closing market price for our ordinary shares on December 31, 2020 of $23.29.
⁽³⁾	Non-employee directors have until the later of five years after their election or appointment as a director to meet the stock ownership guideline. Ms. Cameron was first elected as a director in 2018, and therefore does not need to meet the stock ownership guideline until 2023. Mses. Palmer and Wright were first elected or appointed as directors in 2020, and therefore do not need to meet the stock ownership guideline until 2025.

Director Compensation Table

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

(a)

(b)

(c)

(d)

(e)

(f)

(g)

(h)

Name

Fees
Earned
or Paid
in Cash
($)

Stock
Awards
($)⁽¹⁾

Option
Awards
($)⁽²⁾

Non-Equity
Incentive Plan
Compensation
($)

Change in
Pension Value
and Deferred
Compensation
Earnings
($)

All Other
Compensation
($)

Total
($)

Brian M. Baldwin⁽³⁾

29,687

129,989

–

159,676

Jerry W. Burris

96,250

129,989

–

226,239

Susan M. Cameron

96,938

129,989

–

226,927

Michael L. Ducker

89,524

129,989

–

219,513

David H. Y. Ho⁽⁴⁾

36,558

129,989

–

166,547

Randall J. Hogan

192,500

129,989

–

322,489

Ronald L. Merriman

98,438

129,989

–

228,427

William T. Monahan⁽⁴⁾

41,854

129,989

–

171,843

Nicola Palmer

49,333

90,007

–

139,340

Herbert K. Parker

80,938

129,989

–

210,927

Jacqueline Wright

65,971

109,996

–

175,967

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⁽¹⁾

The amounts in column (c) represent the aggregate grant date fair value, computed in accordance with Accounting Standards Codification Topic 718 (“ASC 718”), of restricted stock units granted during 2020. Restricted stock units are valued at market value on the date of grant and are expensed over the vesting period. As of December 31, 2020, each then-serving non-employee director had the unvested restricted stock units and deferred share units shown in the table below.

Name	Unvested Restricted Stock Units	Deferred Share Units
Jerry W. Burris	5,015	–
Susan M. Cameron	5,015	–
Michael L. Ducker	5,015	–
Randall J. Hogan	5,015	–
Ronald L. Merriman	5,015	471
Nicola Palmer	5,279	–
Herbert Parker	5,015	–
Jacqueline Wright	6,703	–

⁽²⁾	No stock options were granted to our non-employee directors during 2020. As of December 31, 2020, the following then-serving non-employee directors had the following outstanding stock options: Jerry W. Burris – 28,324; Randall Hogan – 1,243,193; and Ronald L. Merriman – 28,324. In each case, the options reported were originally granted as options to purchase Pentair plc ordinary shares and were converted to options to purchase nVent ordinary shares in connection with the separation of our company from Pentair plc in 2018.
⁽³⁾	Mr. Baldwin resigned as a director effective May 1, 2020 and forfeited the restricted stock units granted to him in 2020.
⁽⁴⁾	The terms of each of Messrs. Ho and Monahan serving as directors ended upon the completion of the 2020 Annual General Meeting on May 15, 2020.

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Executive Compensation

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

In accordance with Section 14A of the Securities Exchange Act of 1934, the Board is asking the shareholders to approve, by non-binding advisory vote, the compensation of the Named Executive Officers disclosed in the sections below titled “Compensation Discussion and Analysis” and “Executive Compensation Tables.” We currently hold these votes annually and expect to hold the next such vote at our 2022 Annual General Meeting.

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

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

With these compensation objectives in mind, the Compensation and Human Capital Committee has taken a number of compensation actions to align with our shareholders’ interests, including the following:

•	Annual cash incentives for the Named Executive Officers are based on performance goals that correlate strongly with two primary objectives: profitable growth and consistent, strong cash flow.
•	A significant portion of total compensation is “at risk” if certain performance goals are not satisfied or otherwise subject to our future performance.
•	Executive officers must comply with rigorous stock ownership guidelines.

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.

2021 Proxy Statement

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Executive Compensation

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

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

Vote Requirement

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


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

Compensation and Human Capital Committee Report

The Committee has reviewed and discussed the following Compensation Discussion and Analysis with management and, based on such review and discussions, the Committee has recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement and incorporated by reference into our Annual Report on Form 10-K for the year ended December 31, 2020.

THE COMPENSATION AND HUMAN CAPITAL COMMITTEE

Jerry W. Burris, Chair

Michael L. Ducker

Jacqueline Wright

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Compensation Discussion and Analysis

Our Named Executive Officers

This Compensation Discussion and Analysis describes the compensation programs and decisions made by the Compensation and Human Capital Committee in regard to the compensation of the following named executive officers (“Named Executive Officers”) for 2020:

Name	Position
Beth A. Wozniak	Chief Executive Officer
Sara E. Zawoyski	Executive Vice President and Chief Financial Officer
Jon D. Lammers	Executive Vice President, General Counsel and Secretary
Joseph A. Ruzynski	President of Enclosures
Lynnette R. Heath	Executive Vice President and Chief Human Resources Officer

2020 Business Results and Key Actions in Response to Pandemic*

nVent is a $2.0 billion in sales, high-performance electrical company with a dedicated team of approximately 8,800 people and trusted brands such as nVent CADDY, ERICO, HOFFMAN, RAYCHEM, SCHROFF and TRACER. We design, manufacture, market, install, and service high performance products and solutions that connect and protect some of the world’s most sensitive equipment, buildings, and critical processes in the industrial, commercial & residential, energy and infrastructure verticals. We offer a comprehensive range of enclosures, electrical connections and fastening, and thermal management solutions across industry-leading brands that are recognized globally for quality, reliability and innovation. From heat trace cables to critical equipment enclosures to labor-efficient fastening systems, we enable customers to improve performance, lower costs and reduce downtime.

With a culture rooted in continuous improvement, our Spark management system defines how we operate. Together, they provide the mindset and operating system to propel the success of our company. Spark supports the high performance culture we are fostering at nVent, and the five elements are described as:

	•	People are at the core of Spark, positively impacting our business and growing their careers
	•	Growth is the foundation of Spark, driving shareholder, customer and employee value
	•	Lean is the relentless pursuit of eliminating waste and increasing velocity
	•	Digital transforms our products and how we do business, improving both customer and employee experiences
	•	Velocity is increasing speed in all we do for each other and our customers

Response to the Pandemic

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

*	Please see Appendix A for reconciliation of GAAP to non-GAAP financial measures included in this section. For the first four months of the year ended December 31, 2018, certain expenses of Pentair were allocated to nVent and included in corporate and other costs.
**	“Segment Income” represents Operating Income exclusive of non-cash intangible amortization, separation costs, certain acquisition related costs, costs of restructuring activities, impairments and other unusual non-operating items.

2021 Proxy Statement

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Compensation Discussion and Analysis

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

	•	Limited discretionary spending across the organization;
	•	Reduced capital expenditures;
	•	Reduced the base salaries of our executive officers, including our Chief Executive Officer (25% reduction) and our other Named Executive Officers (20% reduction), effective during our second and third quarters of 2020;
	•	Temporarily suspended our contributions under our Employee Stock Purchase and Bonus Plan in 2020;
	•	Temporarily reduced our matching contributions under our 401(k) plan, additional details can be found under “Qualified Retirement Plan”. We also eliminated our contributions under our non-qualified deferred compensation program for 2020;
	•	Implemented select furloughs, shortened work weeks, and temporary pay reductions;
	•	Aligned our cost structure to meet demand;
	•	Optimized working capital through inventory reduction initiatives across business segments and focused actions to optimize customer and vendor payment terms; and
	•	Deferred payment of income and payroll taxes and utilized job retention subsidies in certain jurisdictions where such opportunities were available.

2020 full-year results and highlights include:

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

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

	•	Sales of $2.0 billion were down 9% relative to 2019. The decrease in sales was primarily the result of a slowdown in capital spending, largely attributable to the COVID-19 pandemic.
	•	Operating Income was $38 million compared to $333 million in 2019, down 88%. On an adjusted basis, Segment Income was $348 million, down 18% compared to $424 million in 2019.
	•	Full-year net cash provided by operating activities was $344 million and total Free Cash Flow was $306 million. We delivered full-year Free Cash Flow of approximately 120% of adjusted net income.
	•	Returned approximately $160 million in cash to shareholders through dividends and share repurchases.

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

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Compensation Discussion and Analysis

	Operating income in 2020 was $38 million compared to $333 million in 2019. Segment Income in 2020 was $348 million, down 18% compared to 2019. Return on Sales (Segment Income divided by Sales) contracted 190 basis points in 2020 over the prior year. Segment Income is a key metric in our Management Incentive Plan, detailed beginning on page 38.

	Full-year reported earnings per share (“EPS”) was $(0.28) in 2020 compared to $1.29 in 2019. Adjusted EPS was $1.50 in 2020, down 16% compared to $1.78 in 2019. EPS is a key metric in our Long-Term Incentive Plan, detailed beginning on page 38.

	Full-year net cash provided by operating activities was $344 million and total free cash flow was $306 million in 2020. This compares to full-year net cash provided by operating activities of $336 million and total free cash flow of $304 million in 2019. Free cash flow is a key metric in our Management Incentive Plan, detailed beginning on page 38.

Impact on 2020 Named Executive Officer Compensation

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

Base Salaries

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

Incentive Compensation

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

•

Our Revenue and Segment Income metrics in our short-term incentive plan, which we call our Management Incentive Plan, fell below threshold, resulting in zero payout under the plan. We achieved 77% of target for Free Cash Flow.

2021 Proxy Statement

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Compensation Discussion and Analysis

	•	Our outstanding 2018-2020 performance share unit awards, which are based on Adjusted EPS over a three-year period, were negatively impacted, resulting in zero payout for the three-year period ending December 31, 2020.
	•	We expect our outstanding 2019-2021 performance share unit awards to pay out at zero, and our outstanding 2020-2022 performance share unit awards could also be impacted. The Committee is not considering any changes to in-cycle performance share unit awards.

Annual Incentive Compensation

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

Focus on the safety and well-being of our employees

Continue business operations to serve our customers and support critical infrastructure

Make nVent a stronger company, well positioned to exit this crisis:

• Implemented safety and hygiene processes at our manufacturing and distribution locations to help keep our employees safe, including separation of shifts and workstations, temperature monitoring in most locations, and other recommended practices

• Directed employees to work from home, wherever possible, limited and screened visitors to our facilities, implemented travel restrictions, encouraged social distancing best practices and implemented enhanced cleaning in our facilities

• All facilities have a COVID-19 readiness plan, and we launched updated wellness programs for employees

• Repeatedly surveyed our employees to help us support them and adapt our response

• Our Electrical & Fastening Solutions segment adapted how we serve our customers providing digital launches, and virtual trainings, hosting 127 events to reach more than 5,000 customers and installers

• Our Enclosures segment launched its IEC portfolio with digital selling tools and world-class service to deliver a global portfolio

• Our Thermal Management segment introduced a wireless communication interface that builds on nVent’s RAYCHEM Elexant family. This product allows our customers with hardwired communications to upgrade to wireless remote connectivity for monitoring

• Launched a record 53 new products

• Delivered 40 digital launches, including website enhancements and digital product content improvements

• Completed our integration of Eldon Holding AB and acquired the business of WBT LLC, strengthening our global growth opportunity in cable management

• Launched our second employee engagement survey and saw our employee satisfaction favorability scores increase by eight points

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

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Compensation Discussion and Analysis

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

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

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

SEC Form DEF 14A filed by nVent Electric plc