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. )
| ☑ | Filed by the Registrant | ☐ | Filed by a party other than the Registrant |
| CHECK THE APPROPRIATE BOX: | ||
| ☐ | Preliminary Proxy Statement | |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |
| ☑ | Definitive Proxy Statement | |
| ☐ | Definitive Additional Materials | |
| ☐ | 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)
| PAYMENT OF FILING FEE (CHECK ALL BOXES THAT APPLY): | ||
| ☑ | No fee required | |
| ☐ | Fee paid previously with preliminary materials | |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 | |
2022
Notice of Annual General
Meeting and Proxy Statement
Caution Concerning Forward-Looking Statements
This proxy statement contains statements that we believe to be “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical fact are forward looking statements. Without limitation, any statements preceded or followed by or that include the words “targets,” “plans,” “believes,” “expects,” “intends,” “will,” “likely,” “may,” “anticipates,” “estimates,” “projects,” “forecasts,” “should,” “would,” “positioned,” “strategy,” “future,” “are confident,” or words, phrases or terms of similar substance or the negative thereof, are forward-looking statements. All projections in this proxy statement are also forward-looking statements. These forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties, assumptions and other factors, some of which are beyond our control, which could cause actual results to differ materially from those expressed or implied by such forward-looking statements. These factors include adverse effects on our business operations or financial results, including due to the impact of the COVID-19 pandemic and potential impairment of goodwill and trade names; overall global economic and business conditions impacting our business; the ability to achieve the benefits of our restructuring plans; the ability to successfully identify, finance, complete and integrate acquisitions; competition and pricing pressures in the markets we serve, including the impacts of tariffs; the strength of housing and related markets; volatility in currency exchange rates and commodity prices; inability to generate savings from excellence in operations initiatives consisting of lean enterprise, supply management and cash flow practices; inability to mitigate material and other cost inflation; risks related to the availability of, and cost inflation in, supply chain inputs, including labor, raw materials, commodities, packaging and transportation; increased risks associated with operating foreign businesses; the ability to deliver backlog and win future project work; failure of markets to accept new product introductions and enhancements; the impact of changes in laws and regulations, including those that limit U.S. tax benefits; the outcome of litigation and governmental proceedings; and the ability to achieve our long-term strategic operating and ESG goals. Additional information concerning these and other factors is contained in our filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K and our Quarterly Reports on Form 10-Q. All forward-looking statements speak only as of the date of this proxy statement. nVent assumes no obligation, and disclaims any obligation, to update the information contained in this proxy statement.
Website Information
This Proxy Statement includes several website addresses and references to additional materials found on those websites. These websites and materials are not incorporated by reference herein.
 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 95th 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 | 3 |
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.
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| 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.
| 4 | nVent Electric plc |
Environmental, Social and Governance
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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 | 5 |
Environmental, Social and Governance
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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. |
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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. |
| 6 | nVent Electric plc |
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 | 7 |
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.**
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Where Four Seasons Hotel, |
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When Friday, May 13, 2022, |
| 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. | |
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By Internet You can vote over the internet at www.proxyvote.com. |
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By Telephone You can vote by telephone from the United States or Canada by calling the telephone number on the proxy card. |
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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. |
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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. |
| 8 | nVent Electric plc |
Proxy Statement for the Annual General Meeting of Shareholders of nVent Electric plc to be held on Friday, May 13, 2022
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 |  |
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| Susan M. Cameron, 63 | 2018 | |
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| Michael L. Ducker, 68 | 2018 | |
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| Randall J. Hogan, 66 | 2018 | |
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| Danita K. Ostling, 61 | – | |
* |
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| Nicola Palmer, 54 | 2020 | |
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| Herbert K. Parker, 63 | 2018 | |
* |
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| Greg Scheu, 60 | 2021 | |
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| Beth A. Wozniak (CEO), 57 | 2018 | |||||||||
| Jacqueline Wright, 62 | 2020 | |
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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 | 9 |
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 | 11 |
| 12 | nVent Electric plc |
| 2022 Proxy Statement | 13 |
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1 |
Elect Director Nominees | |
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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.”
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.
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The Board recommends a vote FOR election of each Director nominee. |
| 14 | nVent Electric plc |
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.
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| 2022 Proxy Statement | 15 |
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)
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Director since 2018 Age 66 Independent |
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 |
Proposal 1
Danita K. Ostling
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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 | 17 |
Proposal 1
Herbert K. Parker
|
Director since 2018 Age 63 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 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 |
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 | 19 |
Proposal 1
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 |
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 | ||||||||||||||||||||
| Male | ● | ● | ● | ● | ● | |||||||||||||||
| Female | ● | ● | ● | ● | ● | |||||||||||||||
| Non-Binary | ||||||||||||||||||||
| 2022 Proxy Statement | 21 |
Proposal 1
Shareholder Recommendations, Nominations and Proxy Access
Our Corporate Governance Principles provide that the Governance and Social Responsibility Committee will consider persons properly recommended by shareholders to become nominees for election as directors in accordance with the criteria described above under “Directors Qualifications, Diversity and Tenure.” Recommendations for consideration by the Governance and Social Responsibility Committee, together with appropriate biographical information concerning each proposed nominee, should be sent in writing to c/o Corporate Secretary, nVent Electric plc, The Mille, 1000 Great West Road, 8th Floor (East), London, TW8 9DW United Kingdom.
Our Articles of Association set forth procedures to be followed by shareholders who wish to nominate candidates for election as directors in connection with an Annual General Meeting. All such nominations must be accompanied by certain background and other information specified in the Articles of Association and submitted within the timing requirements set forth in the Articles of Association. See “Shareholder Proposals and Nominations for the 2023 Annual General Meeting” below for more information.
In addition, eligible shareholders may under certain circumstances be able to nominate and include in our proxy materials a specified number of candidates for election as directors under the proxy access provisions in our Articles of Association. All such nominations must be accompanied by certain background and other information specified in our Articles of Association and submitted within the timing requirements set forth in our Articles of Association. See “Shareholder Proposals and Nominations for the 2023 Annual General Meeting of Shareholders” below for more information.
| 22 | nVent Electric plc |
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 ESG matters and risks relevant to us. |
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).
| 2022 Proxy Statement | 23 |
Corporate Governance Matters
Policies and Procedures Regarding Related Person Transactions
Our Board has adopted written policies and procedures regarding related person transactions. For purposes of these policies and procedures:
| ● | 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 2021. To our knowledge, no related person transactions are currently proposed.
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, the NYSE and Irish law. The Board has also adopted a Code of Business Conduct and Ethics and has designated it as the code of ethics for our Chief Executive Officer and senior financial officers.
Copies of these documents are available, free of charge, on our website at https://investors.nvent.com/corporate-governance/governance-documents/default.aspx
| 24 | nVent Electric plc |
Corporate Governance Matters
Board Leadership Structure
We do not have a policy requiring the positions of Chairman of the Board and Chief Executive Officer to be held by different persons. Rather, the Board has the discretion to determine whether the positions should be combined or separated. At the time of the separation of our company from Pentair plc in 2018, the Board determined that it was in our best interests to separate the positions of Chairman of the Board and Chief Executive Officer. Ms. Wozniak currently serves as our Chief Executive Officer and Mr. Hogan currently serves as our Chairman of the Board.
In addition, the Board will annually select an independent Lead Director whenever the Chairman is not an independent director. Our current Lead Director is Ms. Cameron. While our Chairman is now an independent director, the Board has elected to continue to select an independent Lead Director. The Lead Director has the responsibilities set forth in the Corporate Governance Principles or as requested by the Board, including:
| ● | 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 led a discussion of the assessment results at the following Board meeting.
In addition, a verbal assessment is conducted at the end of every Board meeting and every Committee meeting, other than those Committee meetings scheduled for the purpose of reviewing quarterly earnings materials.
Board Education
Board education is an ongoing, year-round process, which begins when a director joins our Board. Upon joining our Board, new directors are provided with a comprehensive orientation to our company, including our business, strategy and governance. For example, new directors typically participate in introductory meetings with our senior business and functional leaders. On an ongoing basis, directors receive presentations on a variety of topics related to their work on the Board and within the industry, both from senior management and from experts outside of the company. Directors may also enroll in continuing education programs sponsored by third parties at our expense.
Director Commitments
We encourage our directors to limit the number of other boards (excluding non-profits) on which they serve, taking into
account potential board attendance, participation and effectiveness on these boards. Our Corporate Governance Principles
provide that no director should serve on more than four other public company boards, and directors are required to advise
our Chief Executive Officer, Chairman of the Board and Chair of our Governance and Social Responsibility Committee before
accepting an invitation to serve on another board or on the audit committee of another board. If the position is on the board
or the audit committee of a public company, the related director is also required to confirm that he or she has the time and
capability, notwithstanding the new position, to fulfill his or her responsibilities as a director of the company. Before our
Governance and Social Responsibility Chair confirms any request, we review any potential conflicts of interest or other
matters that may affect the director’s independence.
All of our directors are currently in compliance with the provisions of our Corporate Governance Principles relating to
director commitments.
| 2022 Proxy Statement | 25 |
Corporate Governance Matters
The Board has three standing committees comprised solely of independent directors: the Audit and Finance Committee, the Compensation and Human Capital Committee and the Governance and Social Responsibility Committee. The committee members generally also meet in executive session without management present at each meeting. The number of meetings of the Board and each committee held during 2021 is presented below.
| 5 Meetings of the nVent Board of Directors | ||
| 8 Meetings of the Audit and Finance Committee | 4 Meetings of the Compensation and Human Capital Committee | 4 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.
Upon completion of the 2022
Annual General Meeting, the
members of the Audit and
Finance Committee will be
Herbert K. Parker (Chair), Danita
K. Ostling, Nicola Palmer and
Greg Scheu. |
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 and proposed members of the Committee are financially literate under NYSE rules and that each of Messrs. Merriman and Parker and Ms. Ostling qualifies as an “audit committee financial expert” under SEC standards. |
| 26 | nVent Electric plc |
Corporate Governance Matters
Compensation and Human Capital Committee
Members: Jerry W. Burris (Chair), All members have been |
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’s annual evaluation of her performance. In addition, starting in 2021 the Committee also monitors developments in director compensation and, as appropriate, recommends changes in director compensation to the Board of Directors. 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, as well as reviewing our director compensation arrangements. 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 is also responsible for reviewing annually and recommending to the Board changes to our corporate governance principles and administering the annual Board and Board Committee self-assessment. |
| 2022 Proxy Statement | 27 |
Corporate Governance Matters
The Board held five meetings in 2021. Members of the Board are expected to attend all scheduled meetings of the Board and the Committees on which they serve and all Annual and Extraordinary General Meetings. In each regularly scheduled Board meeting, the non-employee directors met in executive session, without the Chief Executive Officer or other members of management present. It has been our practice for the independent directors to also meet in executive session, chaired by the Lead Director, at least once per year. All directors attended at least 75% of the aggregate of all meetings of the Board and all meetings of the Committees on which they served during the period for which such persons served as directors in 2021, with an average attendance of over 98%. Ms. Wozniak and Mr. Hogan attended the 2021 Annual General Meeting in person. All other directors nominated for election at the 2021 Annual General Meeting joined by telephone due to health and safety considerations relating to the COVID-19 pandemic.
Director compensation is recommended by the Compensation and Human Capital Committee and approved by the Board. We use a combination of cash and equity-based incentive compensation to attract and retain qualified directors. Compensation of our directors reflects our belief that a significant portion of directors’ compensation should be tied to long-term growth in shareholder value. Ms. Wozniak, our Chief Executive Officer, is our only employee director; she receives no separate compensation for her Board service. Directors do not receive fees for meeting attendance.
2021 Director Retainers
The annual retainers for non-employee directors’ service on the Board and Board committees in 2021, which were paid on quarterly basis, were as follows:
| 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 |
In December 2021, Willis Towers Watson reviewed our director compensation with the Compensation and Human Capital Committee based on the director compensation practices of our executive compensation peer group (described on page 39). No changes to the annual retainers were recommended or made.
2021 Equity Awards
Non-employee directors also receive an annual grant, made in the form of restricted stock units, which generally vest one
year after the grant date. Share withholding is allowed to cover the taxes on restricted stock unit vesting. The amount of the
annual grant was set at $130,000 in 2018. In December 2020, the Governance and Social Responsibility Committee, which
was at that time responsible for reviewing and recommending director compensation, determined that, beginning in 2021,
we would make the annual grants closer to our annual general meeting rather than on the first trading day in January of
each year, which was our prior practice. As a result, we did not make a grant in January 2021 and instead director grants
were made in conjunction with our 2021 annual general meeting in May 2021. Accordingly, director grants in 2021 were
pro-rated on a one-time to account for the shift in timing.
During its December 2021 review of director compensation with Willis Towers Watson, the Compensation and Human
Capital Committee recommended that the Board increase the amount of the annual grant from $130,000 to $140,000. The
Board approved this increase in February 2022, acknowledging that 2022 grants will be made in conjunction with the 2022
Annual General Meeting.
| 28 | nVent Electric plc |
Corporate Governance Matters
Stock Ownership Guidelines for Non-Employee Directors
Directors are restricted from selling nVent ordinary shares until they meet the stock ownership guideline of five times the annual board retainer within five years. Each restricted stock unit represents the right to receive one of our ordinary shares upon vesting and includes one dividend equivalent unit, which entitles the holder to all cash dividends declared on one of our ordinary shares from and after the date of grant. Dividend equivalent units are accrued during the vesting period, and paid to directors in cash at the same time the related restricted stock units vest.
Stock Ownership for Non-Employee Directors Serving as of December 31, 2021
| Share Ownership(1) | 12/31/2021 Market Value ($)(2) | Ownership Guideline ($) | Progress Toward Guideline |
||||||
| Jerry W. Burris | 41,082 | 1,561,116 | 400,000 | Met | |||||
| Susan M. Cameron | 16,145 | 613,510 | 400,000 | Met | |||||
| Michael L. Ducker | 22,639 | 860,282 | 400,000 | Met | |||||
| Randall J. Hogan | 683,995 | 25,991,828 | 400,000 | Met | |||||
| Ronald L. Merriman | 43,725 | 1,661,541 | 400,000 | Met | |||||
| Nicola Palmer | 10,923 | 415,063 | 400,000 | Met | |||||
| Herbert K. Parker | 22,639 | 860,282 | 400,000 | Met | |||||
| Greg Scheu | 5,591 | 212,458 | 400,000 | On track | (3) | ||||
| Jacqueline Wright | 12,294 | 467,172 | 400,000 | Met |
| (1) | 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, 2021 of $38.00. |
| (3) | Non-employee directors have until the later of five years after their election or appointment as a director to meet the stock ownership guideline. Mr. Scheu was first elected as a director in 2021, and therefore does not need to meet the stock ownership guideline until 2026. |
Director Compensation Table
The table below summarizes the compensation that we paid to non-employee directors for 2021.
| (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | |||||||
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | |||||||
| Jerry W. Burris | 110,000 | 176,787 | – | – | – | – | 286,787 | |||||||
| Susan M. Cameron | 124,571 | 176,787 | – | – | – | – | 301,358 | |||||||
| Michael L. Ducker | 107,000 | 176,787 | – | – | – | – | 283,787 | |||||||
| Randall J. Hogan | 220,000 | 176,787 | – | – | – | – | 396,787 | |||||||
| Ronald L. Merriman | 112,500 | 176,787 | – | – | – | – | 289,287 | |||||||
| Nicola Palmer | 92,500 | 176,787 | – | – | – | – | 269,287 | |||||||
| Herbert K. Parker | 92,500 | 176,787 | – | – | – | – | 269,287 | |||||||
| Greg Scheu | 77,950 | 176,787 | – | – | – | – | 254,737 | |||||||
| Jacqueline Wright | 95,000 | 176,787 | – | – | – | – | 271,787 |
| 2022 Proxy Statement | 29 |
Corporate Governance Matters
| (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 2021. Restricted stock units are valued at market value on the date of grant and are expensed over the vesting period. As of December 31, 2021, 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 | 5,591 | – | ||
| Susan M. Cameron | 5,591 | – | ||
| Michael L. Ducker | 5,591 | – | ||
| Randall J. Hogan | 5,591 | – | ||
| Ronald L. Merriman | 5,591 | 482 | ||
| Nicola Palmer | 5,591 | – | ||
| Herbert Parker | 5,591 | – | ||
| Greg Scheu | 5,591 | – | ||
| Jacqueline Wright | 5,591 | – |
| (2) | No stock options were granted to our non-employee directors during 2021 or 2020. As of December 31, 2021, the following then-serving non-employee directors had the following outstanding stock options: Jerry W. Burris – 22,017; Randall Hogan – 829,807; 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. |
| 30 | nVent Electric plc |
| Proposal 2 |
Approve, by Non-Binding Advisory Vote, the Compensation of the Named Executive Officers | |
 |
The Board recommends a vote FOR approval of the compensation of the Named Executive Officers | |
In accordance with Section 14A of the Securities Exchange Act of 1934, the Board is asking the shareholders to approve, by non-binding advisory vote, the compensation of the Named Executive Officers disclosed in the sections below titled “Compensation Discussion and Analysis” and “Executive Compensation Tables.” We currently hold these votes annually and expect to hold the next such vote at our 2023 Annual General Meeting.
Executive compensation is an important matter to the Board and the Compensation and Human Capital Committee and to our shareholders. We have designed our executive compensation programs to align executive and shareholder interests by rewarding the achievement of specific annual and long-term goals that create long-term shareholder value. We believe that our executive compensation programs provide competitive compensation that will motivate and reward executives for achieving annual and long-term financial and strategic objectives, provide rewards commensurate with performance to incentivize the Named Executive Officers to perform at their highest levels, encourage growth and innovation, attract and retain the Named Executive Officers and other key executives and align our executive compensation with shareholders’ interests through the use of equity-based incentive awards.
The Compensation and Human Capital Committee has overseen the development and implementation of our executive compensation programs in line with these compensation objectives. The Compensation and Human Capital Committee also continuously reviews, evaluates and updates our executive compensation programs to ensure that we provide competitive compensation that motivates the Named Executive Officers to perform at their highest levels while increasing long-term value to our shareholders.
| 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.
| 2022 Proxy Statement | 31 |
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.”
Approval, by non-binding advisory vote, of the compensation of the Named Executive Officers requires the affirmative vote of a majority of the votes cast in person or by proxy at the Annual General Meeting.
 |
Each of the Board and the Compensation and Human Capital Committee recommends a vote FOR the approval of the compensation of the Named Executive Officers. |
Compensation and Human Capital Committee Report
The Compensation and Human Capital Committee has reviewed and discussed the following Compensation Discussion and Analysis with management and, based on such review and discussions, the Committee has recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement and incorporated by reference into our Annual Report on Form 10-K for the year ended December 31, 2021.
THE COMPENSATION AND HUMAN CAPITAL COMMITTEE
Jerry W. Burris, Chair
Susan M. Cameron
Michael L. Ducker
Jacqueline Wright
| 32 | nVent Electric plc |
Compensation Discussion and Analysis
This Compensation Discussion and Analysis describes the compensation programs and decisions made by the Compensation and Human Capital Committee in regard to the compensation of the following named executive officers (“Named Executive Officers”) for 2021:
| 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 |
Key Business Results and Goals
nVent is a $2.5 billion in sales, high-performance electrical company with a dedicated team of approximately 9,900 people and trusted brands such as nVent CADDY, ERICO, HOFFMAN, RAYCHEM, SCHROFF and TRACER. We design, manufacture, market, install, and service high performance products and solutions that connect and protect some of the world’s most sensitive equipment, buildings, and critical processes in the industrial, commercial & residential, energy and infrastructure verticals. We offer a comprehensive range of enclosures, electrical connections and fastening, and thermal management solutions across industry-leading brands that are recognized globally for quality, reliability and innovation. From heat trace cables to critical equipment enclosures to labor-efficient fastening systems, we enable customers to improve performance, lower costs and reduce downtime.
With a culture rooted in continuous improvement, our Spark management system defines how we operate. Together, they provide the mindset and operating system to propel the success of our company. Spark supports the high performance culture we are fostering at nVent, and the five elements are described as:
| • | 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 |
| 2022 Proxy Statement | 33 |
Compensation Discussion and Analysis
2021 Full-Year Results* and Highlights Include:
2021 was an outstanding year. We are proud of the dedication and teamwork of our employees across the globe as they continued to deliver for our customers. For the full year, we had record sales of $2.5 billion, demonstrating impressive growth and execution. We overcame supply chain and inflationary challenges to deliver Return on Sales, or ROS, expansion for the year, and we continued to generate strong free cash flow.
We executed well on our strategy throughout the year. We completed two acquisitions, Vynckier and CIS Global, launched 58 new products and continued to accelerate our digital transformation. We prioritized the safety and well-being of employees and focused on inclusion and diversity, making nVent a great place to work.
| • | Sales of $2.5 billion were up 23% relative to 2020, with broad-based growth across all segments and verticals. | |
| • | Operating income was $255 million compared to $38 million in 2020. On an adjusted basis, Segment Income was $436 million, up from $348 million in 2020. | |
| • | Full-year net cash provided by operating activities was $373 million and total Free Cash Flow was $334 million. We delivered full-year Free Cash Flow of 100% of adjusted net income. | |
| • | We returned approximately $230 million in cash to shareholders through dividends and share repurchases. | |
| • | Our 67% annualized total shareholder return (TSR) as of December 31, 2021 was at the 92nd percentile of our compensation comparator group, and the 95th percentile of the S&P 400 Industrials. |
 |
Our sales during 2021 were $2,462 million, up 23% compared to $1,999 million in 2020. Sales is a key metric in our Management Incentive Plan, detailed beginning on page 41. |
 |
Full-year reported earnings per share (“EPS”) was $1.61 in 2021 compared to $(0.28) in 2020. Adjusted EPS was $1.96 in 2021, up 31% compared to $1.50 in 2020. EPS is a key metric in our Management Incentive Plan, detailed beginning on page 41. |
 |
Full-year net cash provided by operating activities was $373 million and total free cash flow was $334 million in 2021. This compares to full-year net cash provided by operating activities of $344 million and total free cash flow of $306 million in 2020. Free cash flow is a key metric in our Management Incentive Plan, detailed beginning on page 41. |
| * | Please see Appendix A for reconciliation of GAAP to non-GAAP financial measures included in this section. |
| 34 | nVent Electric plc |
Compensation Discussion and Analysis
| Annualized Total Shareholder Return Performance as of December 31, 2021 |
 Total Shareholder Return = Share Price Appreciation + Dividend Yield (annualized) |
Pay for Performance Culture
Our executive compensation programs reflect the belief that the amount earned by our executives depends on achieving rigorous company objectives designed to enhance shareholder value. The chart below shows the payout as a percentage of target under our performance-based annual and long-term incentive programs and total return to shareholders over Ms. Wozniak’s tenure as CEO, illustrating the strong correlation between pay and the performance we are delivering to our shareholders. Additional information about our short- and long-term incentive programs begins on page 40.
Three-Year Annual TSR vs. Incentive Payouts
| (1) | Annual TSR is from 1/1 to 12/31 |
| (2) | We awarded our first performance share unit grant in 2018, with a performance period that began on January 1, 2018 and ended December 31, 2020. As indicated in the chart, based on our Adjusted EPS performance during the three-year period, we did not pay out the underlying performance share units to our executive officers, including our Named Executive Officers. Additional information about our short- and long-term incentive programs can be found on page 40. |
| 2022 Proxy Statement | 35 |
Compensation Discussion and Analysis
Overview of Compensation Program and Objectives
The Compensation and Human Capital Committee sets and administers the policies that govern our executive compensation, including:
| • | establishing and reviewing executive base salaries; | |
| • | overseeing our annual incentive compensation plan; | |
| • | overseeing our long-term incentive compensation plan; | |
| • | approving all awards under those plans; | |
| • | annually evaluating risk considerations associated with our executive compensation programs; and | |
| • | annually approving all compensation decisions for executive officers, including those for the Chief Executive Officer and the other Named Executive Officers. |
The Committee believes that the most effective executive compensation program aligns executive initiatives with shareholders’ economic interests. The Committee seeks to accomplish this by rewarding the achievement of specific annual and long-term goals that create lasting shareholder value.
The Committee’s specific objectives include:
| • | motivating and rewarding executives for achieving annual and long-term financial objectives; | |
| • | aligning management and shareholder interests by encouraging employee stock ownership; | |
| • | providing rewards commensurate with company performance; | |
| • | encouraging growth and innovation; and | |
| • | attracting and retaining top-quality executives and key employees. |
To balance the objectives described above, our executive compensation program for 2021 used the following direct compensation elements:
| Pay Element | Description | Link to Strategy and Performance | ||
| Base Salary | • A fixed level of cash compensation determined based on benchmark data, scope of responsibility, years of experience, and individual performance | • To attract and compensate high-performing and experienced leaders at a compensation level that is competitive in the marketplace | ||
| Annual Incentive Compensation | • An opportunity to earn a cash payment based 100% on formulaic determination against pre-established financial metrics | • To motivate and reward executives for achieving annual goals in key areas of financial performance | ||
| Long-Term Incentive Compensation (“LTI”) |
• Performance Share Units: • 50% of annual LTI • Payout based on Relative TSR |
• Aligns the interests of our executives with shareholders, encouraging long-term prioritization that we believe will increase shareholder value by generating sustained and superior operational and financial performance over an extended period of time | ||
|
• Stock Options: • 25% of annual LTI |
• Directly aligns the interests of our executives with shareowners. Options only have value for executives if operating performance results in stock price appreciation | |||
|
• Restricted Stock Units: • 25% of annual LTI |
• Aligns the interest of our executives with shareholders and strengthens key executive retention over relevant time periods to help ensure consistency and execution of long-term strategies |
We also provide limited perquisites and other benefits to attract and retain executives over the longer term.
The Committee reviews total compensation for executive officers and the relative levels of each of these forms of compensation against the Committee’s goals. The mix of total direct compensation for 2021 for our Chief Executive Officer and the average of the other Named Executive Officers is shown in the chart on page 39.
| 36 | nVent Electric plc |
Compensation Discussion and Analysis
Our Compensation Best Practices
| What We Do | What We Don’t Do | |
|
|
|
Comprehensive
clawback policy that applies to annual incentive and equity compensation
No excise tax gross-ups on change in control paymentsShareholder Engagement Initiatives and Say on Pay
We value investor feedback and continue to seek feedback through engagement initiatives to align our executive compensation programs with shareholder expectations. We view shareholder engagement as an important and continuous cycle. Throughout 2021, we continued our shareholder engagement initiative pursuant to which members of the Board and management met with shareholders representing approximately 29% of our outstanding ordinary shares on a range of issues. Through these engagements, we received feedback in support of our existing executive compensation programs. In our 2021 advisory vote on the compensation of our Named Executive Officers (“Say-on-Pay”), approximately 82% of the votes cast by our shareholders were cast in favor of our executive compensation “Say-on-Pay.” The Compensation and Human Capital Committee remains committed to continuing the dialogue with shareholders regarding our compensation philosophy and practices and considered the Say-on-Pay vote results in the context of engaging with shareholders and designing our executive compensation programs.
| 2022 Proxy Statement | 37 |
Compensation Discussion and Analysis
The feedback we heard from these engagement initiatives is summarized in the table below, along with our actions taken to respond to these items.
| Shareholder Themes | Our Actions | ||
| Support for changes to our annual and long-term incentive programs | • | The addition of a People & Culture Scorecard in our 2021 annual incentive plan with quantitative metrics aligned to our inclusion and diversity strategy was viewed positively. Additional details on our People & Culture Scorecard are provided on page 43. | |
| • | Shareholders also provided positive feedback on the replacement of Adjusted EPS with Relative Total Shareholder Return (“TSR”) in our Performance Share Unit plan. Additional details on our Performance Share Unit plan are provided on page 44. | ||
| Consider inclusion of an environmental metric in the incentive plans | • | The Committee approved the addition of an environmental metric for our 2022 annual incentive plan. This metric ties to our Planet Goals disclosed in our ESG Report. With the addition of this metric to the MIP, the People & Culture Scorecard will be renamed the ESG Scorecard. Additional details are provided on page 47. | |
| Expand the disclosure on the one-time performance based supplemental grant awarded to named executive officers | • | In February 2021, the Committee approved a one-time performance based supplemental stock award for our executive officers, including our Named Executive Officers to align the team with our goal of emerging stronger from the pandemic. These awards were granted in light of multiple factors: | |
| • | in recognition of the extraordinary efforts by our senior leadership during 2020 in directing our response to the COVID-19 pandemic, | ||
| • | in consideration of the negative impact of the pandemic on our 2018-2020 and 2019-2021 performance share units, which had been trending near 75% and 100% of target prior to the pandemic respectively, and | ||
| • | to serve as added retention and performance incentive for our executive officers, who the Committee believed were critical to our efforts to grow the business and deliver value to shareholders. We believe that our 2021 financial performance, and our executive officers’ contributions to that performance, have demonstrated the value that they can deliver to our shareholders. | ||
| • | Additional details, including the goal setting process, are provided on page 45. | ||
In setting compensation for our executive officers, including our Named Executive Officers, the Compensation and Human Capital Committee uses competitive compensation data from an annual total compensation study of selected peer companies (our “Comparator Group”) and other relevant survey sources to inform its decisions about overall compensation opportunities and specific compensation elements. Additionally, the Committee uses multiple reference points when establishing targeted compensation levels. The Committee applies judgment and discretion in establishing targeted pay levels, taking into account not only competitive market data, but also factors such as company, business segment and individual performance, scope of responsibility, critical needs and skill sets, experience, leadership potential and succession planning. The Committee selects companies for inclusion in the Comparator Group based on several important criteria:
| • | publicly-traded on a major exchange; |
| • | similar in business scope and/or operations to our segments and global in nature; |
| • | within a reasonable revenue range (generally 0.5x to 2x) compared to our revenue; |
| • | where we compete for talent; and |
| • | engaged in the same or a similar industry to ours, based on Global Industry Classification Standard (“GICS”) code: electrical components and equipment, electronic components and industrial machinery. |
| 38 | nVent Electric plc |
Compensation Discussion and Analysis
The Committee worked with Willis Towers Watson to develop our Comparator Group for use in setting target compensation for 2021 for our executive officers, including our Named Executive Officers. Our Comparator Group for 2021 included the following 18 peer companies, which had revenues ranging from approximately $493 million to $4.5 billion, with median revenues of approximately $2.5 billion:
| Acuity Brands, Inc. | AMETEK, Inc. | Atkore International Group Inc. |
| Belden Inc. | Colfax Corporation | Enerpac Tool Group Corp. (formerly Actuant Corporation) |
| EnerSys | Generac Holdings Inc. | Graco Inc. |
| Hubbell Incorporated | IDEX Corporation | ITT Inc. |
| Lincoln Electric Holdings, Inc. | Littelfuse, Inc. | Regal Beloit Corporation |
| SPX Corporation | The Timken Company | Woodward, Inc. |
Following its annual review of the Comparator Group in preparation for setting 2022 compensation, the Committee removed Enerpac Tool Group Corp. and added Sensata Technologies Holding plc, Kennametal Inc., and Altra Industrial Motion Corp.
We have three elements of total direct compensation: base salary, annual incentives and long-term incentives, which are described below. We also provide limited perquisites (see page 47) and standard retirement and health and welfare benefits (see page 49).
2021 Target Direct Compensation Mix(1)
| (1) | Target Direct Compensation Mix for Other Named Executive Officers was calculated using their December 31 base salary, 2021 target annual incentive compensation and 2021 target long-term incentive compensation. |
We provide each Named Executive Officer with a fixed base salary. In setting base salaries, the Compensation and Human Capital Committee generally references comparable positions at peer companies based on available market data, which include published survey data and proxy statement data for our Comparator Group. The Committee considers compensation at comparable companies, and does not set base salaries based on a particular peer group benchmark or any single factor. Differences in base salaries among the Named Executive Officers are determined by the Committee based on numerous factors such as competitive conditions for the Named Executive Officer’s position within the Comparator Group and in the broader employment market, as well as the Named Executive Officer’s level of responsibility, experience and individual performance.
| 2022 Proxy Statement | 39 |
Compensation Discussion and Analysis
Following a detailed review of each Named Executive Officer’s base salary prior to 2021, the Committee approved the following 2021 base salaries effective as of July 1, 2021:
| Named Executive Officer | 2021 Base Salary | Comments | |||
| Ms. Wozniak | $927,000 | • | Increase of 3% based on her performance, responsibility, and market competitiveness | ||
| Ms. Zawoyski | $490,000 | • | Increase of 5% based on her performance, responsibility, and market competitiveness | ||
| Mr. Lammers | $487,000 | • | Increase of 2% based on his performance, responsibility, and market competitiveness | ||
| Mr. Ruzynski | $458,000 | • | Increase of 4% based on his performance, responsibility, and market competitiveness | ||
| Ms. Heath | $415,000 | • | Increase of 3% based on her performance, responsibility, and market competitiveness | ||
In response to the impact of COVID-19 on our business, the Committee approved delaying 2021 base salary changes, which historically were effective January 1st, to July 1, 2021 for our executive officers, including Named Executive Officers. In addition to delaying base salary changes in 2021, management recommended, and the Committee approved moving the effective date for base salary increases for our executive officers, including Named Executive Officers from January 1st to March 1st beginning in 2022 to align with the annual merit planning timeline for non-executive officers.
2021 Incentive Compensation Changes
As previously disclosed, the Compensation and Human Capital Committee adopted changes to our incentive compensation program for our Named Executive Officers for 2021 to place greater emphasis on the performance measures that we believe most directly reflect our financial performance, and more effectively drive strategic objectives while closely aligned with competitive market practice. Specifically, for 2021, we implemented the following changes:
In establishing the 2021 performance goals and potential payouts for our annual incentive plan for management, which we call the Management Incentive Plan (“MIP”), the Committee made two design changes from 2020:
| • | Introduced a new People & Culture Scorecard performance metric. The 2021 People & Culture Scorecard was weighted at 15% of the total potential payout for all MIP participants, including our Named Executive Officers. The measures selected for the scorecard were intended to help drive progress towards the People Goals disclosed in our ESG Report. We believe our business benefits from the unique contributions of individuals with varying backgrounds and experiences, and our inclusive workplace culture empowers employees to contribute their best. Our scorecard focuses on quantitative measures to help drive year-over-year improvement in the following categories: |
| • | Inclusion Index score from our quarterly pulse engagement survey – This was selected to reinforce the importance of a company culture that is inclusive and where our employees are engaged. |
| • | Employee Resource Group membership – Employee Resource Groups (ERGs) are formed by employees who share a common interest, background or experience with a purpose to support each other, foster awareness of diversity and promote inclusion and respect. |
| • | Diverse candidate slates – Focusing on having diverse candidate slates will help us achieve our 2025 People Goals of increasing representation of women in management and of racially diverse U.S. professional employees. |
| • | Global gender representation for our professional and management populations – This ties directly to our 2025 People Goal of increasing representation of women in management globally by 20% by 2025. As disclosed in the People and Culture Scorecard Measure table under the heading “Annual Incentives”, approximately 25% of our global professional and management employees were female as of December 31, 2021. Approximately 23% of our total workforce were female as of December 31, 2021. Gender representation in the People & Culture Scorecard considers all professional and management employees and is not limited to EEO-1 categories. |
| • | U.S. racial representation for our professional and management populations – This ties directly to our 2025 People Goal of increasing representation of racially diverse U.S professional employees by 25% by 2025. As disclosed in the People and Culture Scorecard Measure table under the heading “Annual Incentives”, approximately 19% of our U.S. professional and management employees were racially diverse as of December 31, 2021. Approximately 36% of our total U.S. workforce were racially diverse as of December 31, 2021. Racial representation in the People & Culture Scorecard considers all professional and management employees and is not limited to EEO-1 categories. |
| 40 | nVent Electric plc |
Compensation Discussion and Analysis
| • | Replaced the Segment Income performance measure with Adjusted EPS for Enterprise participants including our Named Executive Officers. As described below under the heading “Long-Term Incentive Compensation”, we replaced the Adjusted EPS performance measure in our Long-Term Incentive Plan with Relative TSR in 2021. Given its strong alignment in creating shareholder value, the Committee believes Adjusted EPS is a critical performance measure for nVent, and by moving it to the MIP we increase the number of employees whose incentive compensation is linked to Adjusted EPS. |
Long-Term Incentive Compensation
| • | The Committee replaced the Adjusted EPS growth performance measure for our performance share units granted in 2021 with Relative TSR compared to the S&P 400 Industrials Index. In establishing the performance share unit plan for 2021, in partnership with management and the Committee’s independent advisor, the Committee considered several factors, including: |
| • | Our business strategy and focus on growth |
| • | Shareholder feedback during engagement calls |
| • | Our comparator group, and general industry practices |
| • | Overall balance of metrics in our annual, and long-term incentive program |
| • | Line of sight for participants |
The Committee selected Relative TSR because it helps ensure continued alignment of our executives’ incentives with the interests of our shareholders, and supports our focus on growing the business. Relative TSR balances well with our overall incentive structure framework and is easy for our participants to understand and track. During our shareholder engagement calls in 2020, we had a number of discussions regarding TSR versus Return on Invested Capital (ROIC). While ROIC remains an important metric to management and the Committee, the Committee decided that TSR is more appropriate to use in the incentive program at this time, as we are still a relatively new business focused on driving growth. | |
| • | In addition to the changes noted above, management recommended, and the Committee approved moving the annual grant date for our executive officers, including our Named Executive Officers, from the first business day in January to the first business day in March to align with the grant date of our non-executive officer population. |
Annual Incentives
To provide competitive compensation to attract and retain top talent while linking pay to annual performance, we pay
a portion of our executives’ cash compensation as incentive compensation tied to annual business performance as
measured against annual goals established by the Compensation and Human Capital Committee.
In 2021, we provided cash annual incentive compensation to our executive officers, including the Named Executive Officers,
under our MIP. MIP awards were granted under the nVent Electric plc 2018 Omnibus Incentive Plan.
Targets
Each Named Executive Officer’s targeted level of incentive compensation opportunity under the MIP is set as a percentage
of base salary, based on the Committee’s review of its independent advisor’s recommendations, relevant survey data and,
in the case of Named Executive Officers other than the Chief Executive Officer, the recommendations of the Chief Executive
Officer. The Committee generally sets each executive’s target incentive compensation opportunity with reference to the
Comparator Group’s target payouts and does not set target incentive compensation opportunities based on a particular
peer group benchmark or any single factor.
The target incentive compensation opportunity set by the Committee for each Named Executive Officer varies depending on
a wide range of factors, including competitive conditions for the Named Executive Officer’s position within the Comparator
Group and in the broader employment market, as well as the Named Executive Officer’s performance, level of responsibility
and experience. An executive officer’s base salary multiplied by the incentive compensation opportunity percentage
establishes the target incentive compensation for which the executive officer is eligible.
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Compensation Discussion and Analysis
These incentive compensation targets as a percentage of salary and a dollar amount, based on the annual base salary in effect on December 1, 2021, were as follows:
| 2021
Target (% of Base Salary) |
2021 Target ($) | |||
| Beth A. Wozniak | 115% | 1,066,050 | ||
| Sara E. Zawoyski | 75% | 367,500 | ||
| Jon D. Lammers | 70% | 340,900 | ||
| Joseph A. Ruzynski | 75% | 343,500 | ||
| Lynnette R. Heath | 70% | 290,500 |
Actual incentive compensation awarded to each Named Executive Officer may range from 0% to 200% of target, depending on actual company and individual performance, as described below.
Performance Measures
For the 2021 MIP, the Committee approved, based on recommendations of our Chief Executive Officer, the following performance measures, which applied to each of our Named Executive Officers: Revenue, Adjusted Earnings Per Share, Free Cash Flow, and the People & Culture Scorecard, each measured with respect to enterprise-wide performance.
The performance goals that applied to each of our Named Executive Officers, as well as the weight assigned to each performance goal and the corresponding payout levels, were as follows:
| Performance Measure | Weight (%) |
Threshold (Required for any payout; 50% payout) |
Target (100% payout) |
Superior Performance (200% payout) | ||||
| Revenue (gross sales less applicable deductions for discounts, returns, and price adjustments) | 30 | $1,999 million | $2,143 million | $2,293 million | ||||
| Adjusted Earnings Per Share | 30 | $1.48 | $1.70 | $1.94 | ||||
| Free Cash Flow (cash from operating activities less capital expenditures, plus proceeds from sale of property and equipment) | 25 | $245 million | $288 million | $345 million | ||||
| People & Culture Scorecard | 15 | See following chart | ||||||
The goals utilized in the People & Culture Scorecard were as follows. More detail on each goal is provided in the section “2021 Incentive Compensation Changes-Annual Incentive Compensation.”
| People & Culture Scorecard Measure | Weight (%) |
Threshold (Required for any payout; 50% payout) |
Target (100% payout) |
Superior Performance (200% payout) | ||||
| Employee engagement survey scores for inclusion index | 20 | 69% | 70.5% | 72% | ||||
| Grow Employee Resource Group (ERG) membership | 20 | 25% growth | 50% | 75% | ||||
| Increase the percentage of global professional slates that have diverse candidates | 20 | 45% | 55% | 65% | ||||
| Increase gender diversity of our global professional population | 20 | 3% growth | 5% | 7% | ||||
| Increase racial diversity of our U.S. professional population | 20 | 4% growth | 6% | 8% |
The target levels for the performance goals were aligned with the enterprise objectives in our annual operating plan. To provide an added performance incentive, the Committee determined that the amount of incentive compensation related to each performance goal would be scaled according to the amount by which the measure exceeded or fell short of the target. The Committee also determined that the performance goals should have a threshold level below which no incentive compensation would be earned, and that potential payouts would be scaled from 50% at the threshold to 200% at the maximum, as detailed above.
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Compensation Discussion and Analysis
Payouts
The actual incentive compensation of each Named Executive Officer was determined by multiplying the eligible target incentive compensation amount by a multiplier determined as described above. For 2021, actual results as measured by the performance goals under the MIP for each of our Named Executive Officers were as follows:
| Financial Performance Measure | Weight (%) |
2021 Results ($) |
Payout (%) |
Weighted Payout (%) | ||||
| Revenue (As Adjusted for factors specified below) | 30 | 2,374 million | 200% | 60% | ||||
| Adjusted EPS (As Adjusted for factors specified below) | 30 | 1.96 | 200% | 60% | ||||
| Free Cash Flow | 25 | 334 million | 180.7% | 45.2% | ||||
| Total for Financial Performance | 85 | 165.2% |
| People & Culture Scorecard Measure | Weight (%) |
2021 Results | Payout (%) |
Weighted Payout (%) | ||||
| Employee engagement survey scores for inclusion index | 20 | 69.75% | 75% | 2.3% | ||||
| Grow Employee Resource Group (ERG) membership | 20 | 106% growth | 200% | 6.0% | ||||
| Increase the percentage of global professional slates that have diverse candidates | 20 | 76% | 200% | 6.0% | ||||
| Increase gender diversity of our global professional population (% of global professional and management population who identify as female) |
20 | 4% growth (25.44%) | 83.9% | 2.5% | ||||
| Increase racial diversity of our U.S. professional population (% of U.S. professional and management population who identify as racially diverse) |
20 | 9% growth (19.38%) | 200% | 6.0% | ||||
| Total for Non-Financial Performance | 152% | 22.8% |
| Payout as a % of Target (%) | ||||||||
| Total MIP Payout | 188% |
Adjustments to revenue for factors specified in MIP included foreign exchange impact (-$32 million) and revenue contributed from acquisitions (-$56 million). Adjustments to EPS for factors specified in the MIP included: restructuring and other charges ($9 million), intangible asset amortization ($68 million), pension mark-to-market gain ($15 million), certain acquisition related costs ($4 million), and loss on early extinguishment of debt ($15 million).
Based on the foregoing, the Named Executive Officers received the MIP payouts that are reflected in the “Bonus” and “Non-Equity Incentive Plan Compensation” columns under “Executive Compensation Tables-Summary Compensation Table.” The Committee reviews and certifies our level of achievement for each performance measure before any payments are made. Under the terms of the MIP, the Committee has discretion to adjust any Named Executive Officer’s annual cash bonus prior to payment.
Long-Term Incentives
We believe the long-term incentive compensation is an important element of executive compensation tied to building and sustaining our company’s value through ordinary share performance over time.
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Compensation Discussion and Analysis
2021 Annual Long-Term Incentive Awards
The mix of long-term incentive award types for our Named Executive Officers in 2021 was as follows:
|
Equity Mix 2021
|
In keeping with its philosophy that executive compensation must be tied to building and sustaining value through ordinary share performance over time, the Compensation and Human Capital Committee establishes long-term incentive compensation targets with reference to both published survey data and data from our Comparator Group. The Committee does not set award levels based on a particular peer group benchmark or any single factor. Rather, the Committee seeks to provide appropriate retention and performance incentives based on a wide range of factors, such as competitive conditions for the Named Executive Officer’s position with the Comparator Group and in the broader employment market, as well as the Named Executive Officer’s level of responsibility, experience, and individual performance. |
Consistent with that approach, in 2021, the Committee referenced benchmark data (including compensation surveys, Comparator Group information, and other data provided by Willis Towers Watson) in setting target dollar award levels for each Named Executive Officer and for each position or grade level.
The following table shows the target value of the 2021 long-term incentive compensation awards granted to the Named Executive Officers:
| 2021 Target Award Opportunity ($) |
||
| Beth A. Wozniak | 4,900,000 | |
| Sara E. Zawoyski | 1,250,000 | |
| Jon D. Lammers | 750,000 | |
| Joseph A. Ruzynski | 775,000 | |
| Lynnette R. Heath | 600,000 |
The Committee approved in December 2020 the elements and mix of long-term incentive compensation granted effective March 1, 2021 under the nVent Electric plc 2018 Omnibus Incentive Plan. The Committee granted all then-serving Named Executive Officers a mix of the following components: stock options, restricted stock units, and performance share units.
For 2021, the Committee maintained the long-term incentive award mix of 50% performance share units, 25% stock options, and 25% restricted stock units. The components had the features described below:
| • | Performance share units: Each performance share unit represents the right to receive one of our ordinary shares at the end of a three-year performance period if specified performance goals are achieved. Similar to restricted stock units, performance share units include dividend equivalent units that are accrued during the vesting period, and paid to participants in cash at the same time as, and only to the extent that, the related performance share units vest. For the performance share units granted in 2021 relating to the 2021-2023 performance period, the Compensation and Human Capital Committee approved TSR relative to the S&P 400 Industrials, measured at the end of the third year of the performance period as the performance measure because the Committee believes it helps ensure continued alignment of our executives’ incentives with the interests of our shareholders, and supports our focus on growing the business. The performance goal and corresponding payout levels for the performance share units granted in 2021 are as follows: |
| Metrics | Weight | Threshold (50% payout) | Target (100% payout) | Superior Performance (200% payout) | |||||
| Relative TSR | 100.0 | % | 25th percentile | 50th percentile | 75th percentile |
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Compensation Discussion and Analysis
Payouts are interpolated for performance between threshold and target and between target and maximum.
| • | Stock options: Each stock option has a term of ten years, with one third of options vesting on each of the first, second, and third anniversaries of the grant date. | |
| • | Restricted stock units: 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 a cash payment equal to all cash dividends declared on our ordinary shares from and after the date of grant. Dividend equivalent units are accrued during the vesting period and paid to participants in cash at the same time as, and only to the extent that, the related restricted stock units vest. One-third of the restricted stock units vest on each of the first, second, and third anniversaries of the grant date. |
The total number of shares subject to all the performance share units, stock options and restricted stock units, and the values of the awards, granted to the Named Executive Officers in 2021 are reflected under “Executive Compensation Tables-Grants of Plan-Based Awards in 2021.” The value of restricted stock units that vested for each Named Executive Officer in 2021 and the value of options exercised by each Named Executive Officer in 2021 are shown in the table under “Executive Compensation Tables-2021 Option Exercises and Stock Vested Table.”
2021 Supplemental Grant of Performance Share Units
In February 2021, the Committee approved a one-time performance-based supplemental stock award for our executive officers, including our Named Executive Officers. These awards were granted in light of multiple factors:
| • | in recognition of the extraordinary efforts by our senior leadership during 2020 in directing our response to the COVID-19 pandemic, | |
| • | in consideration of the negative impact of the pandemic on our 2018-2020 and 2019-2021 performance share units, which paid out at 0% and 50% of target compared to the 75% and 100% of target they had been trending near prior to the pandemic respectively, and | |
| • | to serve as added retention and performance incentive for our executive officers, who the Committee believed were critical to our efforts to grow the business and deliver value to shareholders. We believe that our 2021 financial performance, and our executive officers’ contributions to that performance, have demonstrated the value that they can deliver to our shareholders. |
Vesting of this one-time grant is subject to service requirements and achievement of absolute stock price hurdles directly tied to our objective of emerging stronger from the pandemic, ensuring that any amounts received by our executive officers are contingent on delivery of shareholder value.
In establishing the framework for this one-time performance based stock award, it was important to the Committee that there be performance criteria directly tied to our goal of emerging stronger. The Committee worked with its independent advisor to review market prevalence of long-term incentive measures among peer companies and ultimately selected stock price hurdles with a goal of getting our stock price to reach and exceed pre-pandemic performance levels. The Committee also believed the stock price hurdles would complement the Relative TSR performance measure that replaced Adjusted EPS for our annual performance share unit granted in 2021.
The Committee went through a rigorous process in establishing the three escalating stock price hurdles that would serve as the performance measures for the supplemental award over the 2021-2023 performance period. The Committee and its independent advisor, in partnership with management, considered a number of data points in setting the stock price hurdles including:
| • | The rolling three-year average total shareholder return of the S&P 400 ending December 31, 2018, 2019 and 2020, which was 7% at the median, | |
| • | nVent stock price performance during 2020, and | |
| • | Analyst expectations. |
Based on these factors, the Committee set the stock price hurdles using an 8% growth rate for each hurdle. Unlike TSR, the 8% compound annual growth rate represented by the stock price hurdles does not include the value of our dividends (3.0% yield based on closing stock price of $23.29 on December 31, 2020).
Under the supplemental grant, the Named Executive Officers will have three years to achieve the performance goals. One-third of the award will vest each time the associated hurdle is achieved and the service requirement is met. To mitigate the possibility of a windfall from a short-lived change in our stock price, the share price hurdle is only considered achieved
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Compensation Discussion and Analysis
after 20 consecutive trading days on which the share price closes at or above the hurdle. No portion of the award will vest within the first 12 months of the grant date, consistent with the minimum vesting period of the nVent Electric plc 2018 Omnibus Incentive Plan. The stock price hurdles and underlying service requirements are as follows:
| Vesting Requirements | |||||||
| Stock
Price Hurdle Requirements | Service Requirements | Payout Opportunity | |||||
| Average Closing Stock Price: $24.31 (1/29/2021 - 2/26/2021) | |||||||
| First Tranche | $26.25 | 1 year from grant date | 1/3 of the award | ||||
| 8.0 | % | ||||||
| Second Tranche | $28.35 | 2 years from grant date | 1/3 of the award | ||||
| 16.6 | % | ||||||
| Third Tranche | $30.62 | 3 years from grant date | 1/3 of the award | ||||
| 26.0 | % | ||||||
The Named Executive Officers have three years from the date of grant to earn any, or all three, tranches. To help ensure retention, an individual must be employed for at least one year from the day of grant to receive the first tranche of the award, at least two years from the day of grant to receive the second tranche, and three years from the day of grant to receive the third tranche.
Due to the strong performance of our stock during 2021, all three stock price hurdles have been achieved. However, the awards remain subject to the continued employment requirements, and none of the tranches will vest until the associated service requirements have been met.
In determining the amount of the supplemental grants, the Committee, in consultation with its independent advisor, reviewed existing stock ownership levels, past performance-based awards, shareholder alignment objectives, competitive award levels, and internal equity. The amounts granted to our Named Executive Officers are as follows:
| 2021 Supplemental Performance Share Unit Award Value ($) |
||
| Beth A. Wozniak | 2,100,000 | |
| Sara E. Zawoyski | 500,000 | |
| Jon D. Lammers | 500,000 | |
| Joseph A. Ruzynski | 325,000 | |
| Lynnette R. Heath | 300,000 |
The Committee also considered and concluded that the value that would be created for shareholders upon the achievement of the above performance conditions and shared with the Named Executive Officers was reasonable and appropriately aligned with shareholders, as outlined in the chart below:
| Stock Price Hurdle | Market Cap | Market
Cap Created | Compensation Delivered to Named Executive Officers | Named Executive Officer Compensation as % of Market Cap Created | ||||||
| Shares Outstanding on Date of Grant (3/1/2021) | 167,635,481 | |||||||||
| Starting Stock Price | $24.31 | $4,075,218,543 | ||||||||
| First Tranche | $26.25 | $4,400,431,376 | $325,212,833 | $1,241,482 | 0.38% | |||||
| Second Tranche | $28.35 | $4,752,465,886 | $677,247,343 | $2,482,940 | 0.37% | |||||
| Third Tranche | $30.62 | $5,132,998,428 | $1,057,779,885 | $3,724,470 | 0.35% |
The total number of supplemental performance share units and the values of the awards granted to each Named Executive Officer in 2021 are reflected under “Executive Compensation Tables-Grants of Plan-Based Awards in 2021.”
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Compensation Discussion and Analysis
Achievement under 2019-2021 PSUs
The Committee granted stock settled performance share units to the Named Executive Officers in 2019, relating to the three-year performance period 2019-2021. Each performance unit entitled the holder to one ordinary share following the end of the three-year performance period if we achieved specific company performance goals on metrics established by the Committee. The performance metric selected by the Committee for the 2019-2021 performance period was Adjusted EPS. Payouts would be scaled for performance between threshold and target and between target and maximum.
The Committee reviewed and approved the performance share units for the 2019-2021 performance period as reflected in the chart below:
| Metrics | Weight | Threshold (50% payout) |
Target (100% payout) |
Superior Performance (200% payout) |
Excellence (300% payout) |
Results | Payout |
| Adjusted EPS Growth | 100.0% | $1.96 | $2.19 | $2.58 | $2.71 | $1.96 | 50% |
| * | Please see Appendix A for reconciliation of GAAP to non-GAAP financial measures included in this section. |
2022 Changes to Executive Compensation
Annual Incentive Compensation
In establishing the 2022 MIP performance goals and potential payouts in December 2021, the Compensation and Human Capital Committee decided to rename the People & Culture Scorecard, the ESG Scorecard in order to broaden the focus of the scorecard and further align with our ESG goals reported in our ESG Report. Along with renaming the scorecard, the Committee approved the addition of an environmental metric that is aligned to our Planet Goals disclosed in our ESG Report. As described under the heading “Shareholder Engagement Initiatives”, the Committee selected this metric for inclusion in the 2022 MIP as a response to requests from our shareholders to include an environmental metric in our incentive plans. This metric will replace the Employee Resource Group membership growth metric. Additional details on this metric will be included in our proxy statement for our 2023 annual general meeting of shareholders.
Perquisites and Other Personal Benefits
We provide limited benefits and perquisites to executive officers that are not available to the general employee population in the form of occasional personal use of event tickets when such tickets are not being used for business purposes, and a limited financial counseling benefit, for which, in both cases, we have no aggregate incremental cost, as well as one executive physical per year for preventative care. Additionally, spouses or guests of executive officers may be provided travel and/or entertainment benefits related to business events at which their attendance is expected and appropriate, such as company recognition events or trips, or social events held for marketing or other business purposes. In 2021, in response to concerns over the risk of identity theft for our Named Executive Officers and the potential impact of an identity theft incident on our business, the Compensation and Human Capital Committee approved an annual reimbursement of up to $350 per Named Executive Officer for costs incurred for identity theft protection services. These benefits are generally provided with little or no incremental cost to the Company.
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Compensation Discussion and Analysis
The Compensation and Human Capital Committee has established stock ownership guidelines for the Named Executive Officers and other executives to motivate them to become significant shareholders, to further encourage long-term performance and growth, and to align their interests with those of shareholders. The Compensation and Human Capital Committee monitors executives’ compliance with these guidelines and periodically reviews the definition of “stock ownership” to reflect the practices of companies in the Comparator Group. “Stock ownership” currently includes ordinary shares owned by the officer both directly and indirectly, the pro-rated portion of the officer’s unvested restricted stock units, shares held by the officer in his or her qualified retirement plan account, and shares acquired under our employee stock purchase plan. Stock ownership does not include performance share units until they are earned at the end of the performance period. The Committee determined that, over a period of five years from appointment, certain executives should accumulate and hold ordinary shares equal to specified multiples of base salary. The multiples of base salary required by the guidelines are as follows:
| Executive Level | Stock Ownership Guidelines
(as a multiple of salary) |
| Chief Executive Officer | 6.0x base salary |
| Executive Vice President and Chief Financial Officer | 3.0x base salary |
| Executive Vice President and Chief Human Resources Officer; | 2.5x base salary |
| Executive Vice President and General Counsel and Secretary; | |
| Executive Vice President and Chief Technology Officer; | |
| Segment Presidents | |
| Other key executives | 2.0x base salary |
As shown in the table below, all Named Executive Officers have reached their ownership guideline as of December 31, 2021.
| Share
Ownership(1) | 12/31/21 Market Value ($)(2) | Ownership
Guideline ($) | Progress
Toward Guideline | |||||
| Beth Wozniak | 186,433 | 7,084,468 | 5,562,000 | Met | ||||
| Sara Zawoyski | 76,262 | 2,897,969 | 1,470,000 | Met | ||||
| Jon Lammers | 36,569 | 1,389,622 | 1,217,500 | Met | ||||
| Joe Ruzynski | 35,183 | 1,336,968 | 1,145,000 | Met | ||||
| Lynnette Heath | 35,965 | 1,366,674 | 1,037,500 | Met |
| (1) | Except as indicated otherwise below, the amounts in this column include ordinary shares owned by the officer, both directly and indirectly, and unvested restricted stock units. |
| (2) | Based on the closing market price for our ordinary shares on December 31, 2021 of $38.00. |
We maintain an equity holding policy under which executive officers subject to our stock ownership guidelines are required to retain 100% of the net number of shares acquired under equity awards until the ownership guidelines are satisfied. This policy may be waived to the extent its application to any individual executive officer would cause undue hardship to the executive officer.
The Compensation and Human Capital Committee believes it is appropriate to hold all executives accountable for actions or omissions that result in significant reputational or financial harm to our company. Accordingly, the Committee has adopted a clawback policy under which certain incentive compensation earned by our executives, including executive officers, may be recouped or forfeited if the executive’s fraud or intentional misconduct is a significant contributing factor to a restatement of financial results. The incentive compensation subject to this policy includes short-term and long-term incentive compensation to the extent the compensation was paid, credited or earned during the year after the financial results were first disclosed. In addition, all nVent employees who receive incentive compensation under the nVent Electric plc 2018 Omnibus Plan are subject to an additional forfeiture policy that requires forfeiture or cancellation of all awards and grants of every type, whether or not then vested on the employee’s last day of service if the employee’s termination was due to (a) a material violation of our policies, including any policy contained in our Code of Business Conduct, (b) embezzlement from, or theft of property belonging to us or any of our affiliates, (c) willful failure to perform, or gross negligence in the performance of, or failure to perform, assigned duties, or (d) other intentional misconduct whether related to employment or otherwise, which has, or has the potential to have, a material adverse effect on our business or the business of our affiliates.
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Compensation Discussion and Analysis
Policy Prohibiting Hedging and Pledging
We maintain a policy that prohibits our employees, including executive officers, directors, their family members and anyone designated to engage in securities transactions on their behalf from engaging in hedging or pledging transactions involving our ordinary shares or other nVent securities. This policy prohibits purchasing financial instruments, including prepaid variable forward contracts, equity swaps and collars, or otherwise engaging in transactions, that hedge or offset, or are designed to hedge or offset, any decrease in the market value of nVent securities. Transactions designed to facilitate portfolio diversification, such as exchange funds, are permitted for non-management directors but not employees.
Our Named Executive Officers and other eligible executives and employees may participate in a qualified retirement plan and a nonqualified deferred compensation plan, both of which are described below. Ms. Wozniak is also eligible to participate in a Supplemental Executive Retirement Plan, which is described below under “Executive Compensation Tables – Pension Benefits.” We also provide other benefits such as medical, dental, life insurance and disability coverage to substantially all of our full-time U.S. salaried employees, including the Named Executive Officers. We aim to provide employee and executive benefits at levels that reflect competitive market levels.
Qualified Retirement Plan
For 2021, our U.S. employees, including our Named Executive Officers, were eligible to participate in the nVent Management Company Retirement Savings and Investment Plan (“nVent RSIP”), a tax-qualified 401(k) retirement savings plan under which they could contribute up to 50% of their base salary and incentive compensation on a before-tax basis and 15% of compensation on an after-tax basis. During the first half of 2021, we matched 60% of the first 5% of regular earnings contributed to the nVent RSIP by participating employees, which was reduced from pre-COVID-19 pandemic company matching levels in response to the adverse effects of the pandemic. For the second half of 2021, the RSIP company match was reinstated to the full match of 100% of the first 5% of regular earnings contributed. The nVent RSIP limits the amount of cash compensation considered for contribution purposes to the maximum imposed by the Code, which was $290,000 in 2021.
Amounts deferred, if any, under the nVent RSIP by the Named Executive Officers are included in the “Salary” and “Non-Equity Incentive Plan Compensation” columns under “Executive Compensation Tables-Summary Compensation Table.” Amounts contributed by us to the nVent RSIP for the Named Executive Officers are included in the “All Other Compensation” column under “Executive Compensation Tables-Summary Compensation Table.” Matching contributions are generally made a year in arrears.
Medical, Dental, Life Insurance and Disability Coverage
Employee benefits such as medical, dental, life insurance and disability coverage are available to all full-time U.S.-based participants through our active employee plans. In addition to these benefits for active employees, we provide post-retirement medical and dental coverage to certain retirees in accordance with the legacy company plans which applied at the time the employees were hired. We provide up to one and a half times annual salary (up to $1,000,000) in life insurance, and up to $15,000 per month in long-term disability coverage. The value of these benefits is not required to be included in the Summary Compensation Table since they are made available to all full-time U.S. salaried employees.
Other Paid Time-Off Benefits
We also provide vacation and other paid holidays to all employees, including the Named Executive Officers, which we have determined to be comparable to those provided at other large companies.
Deferred Compensation
We sponsor a non-qualified deferred compensation program, called the Sidekick Plan, for our U.S. executives within or above the pay grade that has a midpoint annual salary of $188,800 in 2021. This plan permits executives to defer up to 25% of their base salary and 75% of their annual cash incentive compensation. Executives also may defer receipt of restricted stock units and/or performance share units. We normally make contributions to the Sidekick Plan on behalf of participants with respect to each participant’s contributions from that portion of his or her income above the maximum imposed by the U.S. Internal Revenue Code of 1986, as amended (the “Code”), which was $290,000 in 2021, but below the Sidekick Plan’s compensation limit of $700,000. These contributions mirror the contribution rates under the RSIP. Please see the narrative following the “Nonqualified Deferred Compensation Table” below for additional information on our contributions.
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Compensation Discussion and Analysis
Participants in the Sidekick Plan may invest their account balances in a number of possible mutual fund investments. Fidelity Investments Institutional Services Co. provides these investment vehicles for participants and handles all allocation and accounting services for the Plan. We do not guarantee or subsidize any investment earnings under the Plan, and our ordinary shares are not a permitted investment choice under the Plan, although deferred restricted stock units and performance share units are automatically invested in shares.
Amounts of cash compensation deferred, if any, under the Sidekick Plan by the Named Executive Officers are included in the “Salary” and “Non-Equity Incentive Plan Compensation” columns under “Executive Compensation Tables-Summary Compensation Table.” Our contributions allocated to the Named Executive Officers under the Sidekick Plan are included in the “All Other Compensation” column under “Executive Compensation Tables-Summary Compensation Table.”
Severance and Change-in-Control Benefits
We provide severance and change-in-control benefits to selected executives to provide for continuity of management upon a threatened or completed change in control. These benefits are designed to provide economic protection to key executives following a change in control of our company so that our executives can remain focused on our business without undue personal concern. We believe that the security that these benefits provide helps our key executives to remain focused on our ongoing business and reduces the key executive’s concerns about future employment. We also believe that these benefits allow our executives to consider the best interests of our company and its shareholders due to the economic security afforded by these benefits. We do not provide excise tax gross-ups. We currently provide only the following severance and change-in-control benefits to our executive officers:
| • | We have agreements with our key corporate executives and other key leaders, including all Named Executive Officers, that provide for contingent benefits upon a change in control or upon a covered termination following a change in control. | |
| • | The nVent Electric plc 2018 Omnibus Incentive Plan provides that, upon a change in control, all options, restricted stock and restricted stock units that are unvested become fully vested; all performance awards (other than annual incentive awards) are paid in full based on performance at the better of target or trend; and all annual incentive awards are paid based on full satisfaction of the performance goals (i.e., target). | |
| • | If an employee’s employment is involuntarily terminated for a reason other than cause, death or disability, or if an employee who is a Board-appointed corporate officer voluntarily terminates employment for good reason, then the employee’s outstanding awards under the nVent Electric plc 2018 Omnibus Incentive Plan will be eligible for continued or accelerated vesting as described below under “Executive Compensation Tables-Potential Payments Upon Termination or Change In Control.” | |
| • | Upon certain types of terminations of employment (other than a termination following a change in control), severance benefits may be paid to the Named Executive Officers under our Severance Plan for Executives described below (the “Severance Plan”). |
We explain these benefits more fully below under “Executive Compensation Tables-Potential Payments Upon Termination or Change In Control.”
nVent Management Company, maintains a Severance Plan, under which our executives, including our Named Executive Officers, are eligible to receive severance benefits in the event of a qualifying termination of employment to the extent the terms and conditions of the Severance Plan are satisfied. In the event of a qualifying termination of the employment of any of our Named Executive Officers and the satisfaction of the Severance Plan’s terms and conditions, the severance benefits would be equal to the product of (1) a severance multiplier and (2) the sum of the Named Executive Officer’s base salary and target annual bonus. The severance multiplier is two for our Chief Executive Officer and one and one-half for our other Named Executive Officers. The affected Named Executive Officer would also continue to be eligible to participate in our health plan at his or her active employee rate for a benefit continuation period of 24 months for our Chief Executive Officer and 18 months for our other Named Executive Officers. We may, in our discretion, pay for the cost of outplacement services for up to 12 months. As a condition for eligibility for the Severance Plan, participants must complete a participation agreement under which they agree to comply with customary restrictive covenants, in the case of our Named Executive Officers, for 24 months.
The Compensation and Human Capital Committee considers the tax deductibility of the compensation it approves for its Named Executive Officers, including the $1 million deduction limit imposed by Section 162(m) of the Code. The Committee intends to set compensation for our executive officers at levels it believes are necessary to attract, motivate, retain and
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Compensation Discussion and Analysis
reward executives, even if a portion of such compensation is not deductible as a result of Section 162(m). The Committee also considers the impact of other tax provisions, such as the restrictions on deferred compensation set forth in Section 409A of the Code, and attempts to structure compensation in a tax-efficient manner, both for the Named Executive Officers and for our company.
During 2021, the Compensation and Human Capital Committee continued to retain Willis Towers Watson, an external compensation consultant, to advise the Committee on executive compensation issues. See “Corporate Governance Matters – Committees of the Board – Compensation and Human Capital Committee.” The Committee evaluated the independence of Willis Towers Watson and the individual representatives of Willis Towers Watson who served as the Committee’s consultants based on the factors required by the NYSE. The only other services provided by Willis Towers Watson in 2021 to our company in addition to its service as compensation consultant to the Committee was a de minimis amount of retirement consulting and published compensation surveys through its Data Services business.
At the direction of the Committee, Willis Towers Watson advises the Committee in implementing and overseeing appropriate compensation programs and policies. As part of this process, Willis Towers Watson provides the Committee with comparative market data based on analyses of the practices of the Comparator Group defined above under “Comparative Framework” and relevant survey data. The comparative market data that Willis Towers Watson provides address the structure of the compensation programs maintained by the Comparator Group companies as well as the amount of compensation they provide. Willis Towers Watson provides guidance on industry best practices and compensation program design, and advises the Committee in determining appropriate ranges for base salaries, annual incentives and equity compensation for each senior executive position.
Evaluating the Chief Executive Officer’s Performance
The Board and the Compensation and Human Capital Committee employ a formal rating process to evaluate the Chief Executive Officer’s performance. As part of this process, the Board reviews financial and other relevant data related to the performance of the Chief Executive Officer at each meeting of the Board throughout the year. At the end of the year, each non-management director provides an evaluation and rating of the Chief Executive Officer’s performance in various categories. The Committee Chair submits a consolidated rating report and the Committee’s recommendations regarding the Chief Executive Officer’s compensation to the non-management directors for review and ratification. The Chairman of the Board, Chair of the Committee, and the Lead Director chair a discussion with the directors in executive session without the Chief Executive Officer present. From that discussion, the Committee finalizes the Chief Executive Officer’s performance rating. The Chairman of the Board, the Chair of the Committee, and the Lead Director review the final performance rating results and commentary with the Chief Executive Officer. The Committee takes the performance rating and financial data into account in determining the Chief Executive Officer’s compensation and the approval of goals and objectives for the Chief Executive Officer for the following year.
The Compensation and Human Capital Committee reviews and approves all equity awards to newly hired or promoted executives at regular meetings throughout the year. As a rule, the Committee grants awards to newly hired or promoted executives that are effective the earlier of the 15th of the month following the date of hire or promotion or the 15th of the month following the date of the Committee meeting at which the grant is approved. If the last day of such month is a day on which the NYSE is not open for trading, then the grant date will be the next day on which the NYSE is open for trading. The Committee has also given the Chief Executive Officer discretion to grant equity awards to non-executive officers as required throughout the year (other than normal annual grants, which are granted by the Committee) within the guidelines of the nVent Electric plc 2018 Omnibus Incentive Plan, up to a maximum grant date value of $1,500,000 total for 2021. The Chief Executive Officer provides a summary report to the Committee Chair disclosing the aggregate awards granted by the Chief Executive Officer during the preceding fiscal year. All options are granted with an exercise price equal to fair market value based on the closing share price on the effective day of grant.
| 2022 Proxy Statement | 51 |
The table below summarizes the total compensation paid to or earned by each of the Named Executive Officers for the years ended December 31, 2019, 2020 and 2021.
| (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | |||||||||
| Name
and Principal Position | Year | Salary ($)(1) | Bonus ($) | Stock Awards ($)(2) |
Option Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | Change
in Pension Value and Non-Qualified Deferred Compensation Earnings ($)(5) | All
Other Compensation ($)(6) | Total Compensation ($) | |||||||||
| Beth
A. Wozniak Chief Executive Officer | 2021 | 913,535 | — | 5,774,738 | 1,225,001 | 2,004,174 | 717,005 | 16,890 | 10,651,343 | |||||||||
| 2020 | 787,530 | 218,196 | 3,375,017 | 1,125,001 | 227,304 | 535,164 | 54,658 | 6,322,870 | ||||||||||
| 2019 | 875,034 | — | 2,812,489 | 936,760 | 754,654 | 575,968 | 44,538 | 5,999,443 | ||||||||||
| Sara
E. Zawoyski Executive Vice President and Chief Financial Officer | 2021 | 477,519 | — | 1,437,401 | 312,501 | 690,900 | — | 15,258 | 2,933,579 | |||||||||
| 2020 | 418,516 | 71,740 | 937,500 | 312,501 | 74,735 | — | 27,184 | 1,842,176 | ||||||||||
| 2019 | 317,705 | — | 166,676 | 83,349 | 194,479 | — | 19,136 | 781,345 | ||||||||||
| Jon
D. Lammers Executive Vice President, General Counsel and Secretary | 2021 | 482,199 | — | 1,062,430 | 187,498 | 640,892 | — | 16,170 | 2,389,189 | |||||||||
| 2020 | 429,641 | 68,387 | 562,516 | 187,501 | 71,241 | — | 39,988 | 1,359,274 | ||||||||||
| 2019 | 468,018 | — | 749,988 | 249,804 | 238,510 | — | 27,077 | 1,733,397 | ||||||||||
| Joseph
A. Ruzynski President of Enclosures | 2021 | 449,017 | — | 906,198 | 193,749 | 645,780 | — | 12,837 | 2,207,581 | |||||||||
| 2020 | 396,015 | 67,883 | 562,516 | 187,501 | 70,717 | — | 34,072 | 1,318,704 | ||||||||||
| 2019 | 400,015 | — | 449,997 | 149,881 | 203,855 | — | 19,339 | 1,223,087 | ||||||||||
| Lynnette
R. Heath Executive Vice President and Chief Human Resources Officer | 2021 | 409,396 | — | 749,974 | 150,000 | 546,140 | — | 14,348 | 1,869,858 | |||||||||
| 2020 | 363,398 | 57,843 | 449,997 | 149,998 | 60,257 | — | 27,992 | 1,109,485 | ||||||||||
| 2019 | 392,015 | — | 374,994 | 124,900 | 199,778 | — | 29,819 | 1,121,506 | ||||||||||
| (1) | The amounts shown in the “Salary” and “Non-Equity Incentive Plan Compensation” columns are not reduced by any deferrals under our nonqualified deferred compensation plans. |
| (2) | The fiscal 2021 amounts in column (e) represent the sum of restricted stock units awarded at a grant date fair value of $27.55, annual performance share units awarded at a grant date fair value of $39.12, and supplemental performance share units awarded at an average grant date fair value of $24.16, in each case computed in accordance with ASC 718 and based on the probable outcome of the performance conditions as of the grant date. All stock awards were granted on March 1, 2021. The values reflected in the table above include the grant date fair value of restricted stock units, the grant date fair value of the annual performance share units at target performance, and the grant date fair value of the supplemental performance share units at maximum performance. The grant date fair values of restricted stock units granted in 2021 and of performance share units granted in 2021 if target performance and maximum performance is achieved are as follows: |
| Restricted Stock Units ($) | Annual
Performance Share Units | Supplemental
Performance Share Units | ||||||||
| Target ($) | Maximum ($) | Target ($) | Maximum ($) | |||||||
| Beth A. Wozniak | 1,225,011 | 2,450,007 | 4,900,015 | 1,399,805 | 2,099,720 | |||||
| Sara E. Zawoyski | 312,500 | 624,981 | 1,249,962 | 333,264 | 499,921 | |||||
| Jon D. Lammers | 187,505 | 375,004 | 750,009 | 333,264 | 499,921 | |||||
| Joseph A. Ruzynski | 193,759 | 387,484 | 774,967 | 216,637 | 324,955 | |||||
| Lynnette R. Heath | 150,010 | 300,011 | 600,023 | 199,969 | 299,953 | |||||
| The fair value of these performance share units is determined based on the closing market price of our ordinary shares at the date of grant. Compensation expense is recognized over the period an employee is required to provide service based on the estimated vesting of the performance share units granted. The estimated vesting of the performance share units is based on the probability of achieving certain financial performance metrics during the three year vesting period. See the Grants of Plan-Based Awards in 2021 table for more information on stock awards granted in 2021. | |
| (3) | The amounts in column (f) represent the aggregate grant date fair value, computed in accordance with ASC 718, of stock options granted during each year. We estimated the fair value of each stock option award on the date of grant in accordance with FASB ASC Topic 718 using a Black-Scholes option pricing model, modified for dividends and using the following weighted average assumptions: risk-free interest rate of 0.45%; expected dividend yield of 2.94%; expected share price volatility of 32.6%; and expected term of 6.5 years. These estimates require us to make assumptions based on historical results, observance of trends in our peer group’s share prices, changes in option exercise behavior, future expectations and other relevant factors. We based the expected life assumption |
| 52 | nVent Electric plc |
Executive Compensation Tables
| on historical experience (including Pentair’s historical experience for periods prior to the separation) as well as the terms and vesting periods of the options granted. For purposes of determining expected volatility, we considered a rolling average of historical volatility of our comparator group measured over a period approximately equal to the expected option term. The risk-free rate for periods that coincide with the expected life of the options is based on the U.S. Treasury Department yield curve in effect at the time of grant. | |
| (4) | The amounts in column (g) reflect cash awards earned by the named individuals pursuant to awards under the MIP for 2021 as determined by the Compensation and Human Capital Committee and paid in 2022. |
| (5) | The amounts in column (h) reflect, for those Named Executive Officers who participated in our pension plans, the increase in the actuarial present value of the Named Executive Officer’s accumulated benefits under such pension plans determined using interest rate and mortality rate assumptions consistent with those used in our financial statements. We do not provide any above market or preferential earnings on amounts deferred under our non-qualified deferred compensation plans. |
| (6) | The table below shows the components of column (i) for 2021, which include perquisites and other personal benefits and our contributions under the Sidekick Plan, the nVent RSIP and the Employee Stock Purchase Plan: |
| (a) | (b) | (c) | (e) | |||||
| Name | Perquisites,
and Other Personal Benefits ($)(a) | Contributions
under Defined Contribution Plans ($)(b) | Matches
under the Employee Stock Purchase Plan ($) | Total
All Other Compensation ($) | ||||
| Beth A. Wozniak | 5,752 | 8,700 | 2,438 | 16,890 | ||||
| Sara E. Zawoyski | 5,626 | 7,359 | 2,274 | 15,258 | ||||
| Jon D. Lammers | 4,570 | 11,600 | — | 16,170 | ||||
| Joseph A. Ruzynski | — | 11,600 | 1,237 | 12,837 | ||||
| Lynnette R. Heath | — | 11,600 | 2,748 | 14,348 |
| (a) | The amounts shown in column (a) consist of an executive physical for Ms. Wozniak, Ms. Zawoyski, and Mr. Lammers, identity theft protection reimbursement for Ms. Wozniak, Ms. Zawoyski, and Mr. Lammers, and a wellness program reward for Mr. Lammers. The wellness program rewards were provided pursuant to a broad-based policy that applies generally to U.S. employees. |
| (b) | The amount shown in column (b) for each individual reflects amounts contributed by us to the nVent RSIP. We did not make any contributions to the Sidekick Plan in 2021. |
| 2022 Proxy Statement | 53 |
Executive Compensation Tables
Grants of Plan-Based Awards in 2021
| Estimated
Future Payouts Under Non-Equity Incentive Plan Awards(2) | Estimated
Future Payouts Under Equity Incentive Plan Awards(3) | |||||||||||||||||||||||
| (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | (k) | (l) | (m) | ||||||||||||
| Name | Grant Date | Compensation Committee Approval Date(1) | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | All
Other Stock Awards: Number of Shares of Stock or Units (#)(4) | All
Other Option Awards: Number of Securities Underlying Options (#)(5) | Exercise Price or Base Price of Option Awards ($/sh) | Grant
Date Fair Value of Stock and Option Awards ($)(6) | ||||||||||||
| Beth A. Wozniak | 3/1/2021 | 12/14/2020 | 31,314 | 62,628 | 125,256 | 2,450,007 | ||||||||||||||||||
| 3/1/2021 | 2/22/2021 | 28,974 | 57,947 | 86,921 | 2,099,720 | |||||||||||||||||||
| 3/1/2021 | 12/14/2020 | 44,465 | 1,225,011 | |||||||||||||||||||||
| 3/1/2021 | 12/14/2020 | 199,700 | 27.55 | 1,225,001 | ||||||||||||||||||||
| 533,025 | 1,066,050 | 2,132,100 | ||||||||||||||||||||||
| Sara E. Zawoyski | 3/1/2021 | 12/14/2020 | 7,988 | 15,976 | 31,952 | 624,981 | ||||||||||||||||||
| 3/1/2021 | 2/22/2021 | 6,898 | 13,796 | 20,695 | 499,921 | |||||||||||||||||||
| 3/1/2021 | 12/14/2020 | 11,343 | 312,500 | |||||||||||||||||||||
| 3/1/2021 | 12/14/2020 | 50,944 | 27.55 | 312,501 | ||||||||||||||||||||
| 183,750 | 367,500 | 735,000 | ||||||||||||||||||||||
| Jon D. Lammers | 3/1/2021 | 12/14/2020 | 4,793 | 9,586 | 19,172 | 375,004 | ||||||||||||||||||
| 3/1/2021 | 2/22/2021 | 6,898 | 13,796 | 20,695 | 499,921 | |||||||||||||||||||
| 3/1/2021 | 12/14/2020 | 6,806 | 187,505 | |||||||||||||||||||||
| 3/1/2021 | 12/14/2020 | 30,566 | 27.55 | 187,498 | ||||||||||||||||||||
| 170,450 | 340,900 | 681,800 | ||||||||||||||||||||||
| Joseph A. Ruzynski | 3/1/2021 | 12/14/2020 | 4,953 | 9,905 | 19,810 | 387,484 | ||||||||||||||||||
| 3/1/2021 | 2/22/2021 | 4,484 | 8,968 | 13,452 | 324,955 | |||||||||||||||||||
| 3/1/2021 | 12/14/2020 | 7,033 | 193,759 | |||||||||||||||||||||
| 3/1/2021 | 12/14/2020 | 31,585 | 27.55 | 193,749 | ||||||||||||||||||||
| 171,750 | 343,500 | 687,000 | ||||||||||||||||||||||
| Lynnette R. Heath | 3/1/2021 | 12/14/2020 | 3,835 | 7,669 | 15,338 | 300,011 | ||||||||||||||||||
| 3/1/2021 | 2/22/2021 | 4,139 | 8,278 | 12,417 | 299,953 | |||||||||||||||||||
| 3/1/2021 | 12/14/2020 | 5,445 | 150,010 | |||||||||||||||||||||
| 3/1/2021 | 12/14/2020 | 24,453 | 27.55 | 150,000 | ||||||||||||||||||||
| 145,250 | 290,500 | 581,000 | ||||||||||||||||||||||
| (1) | The Compensation and Human Capital Committee’s practices for granting options, restricted stock units and performance share units, including the timing of all grants and approvals thereof, are described under “Compensation Discussion and Analysis – Long-Term Incentive Compensation.” |
| (2) | The amounts shown in column (d) to which no grant date applies reflect the total of the threshold payment levels for each element under our MIP. This amount is 50% of the target amounts shown in column (e). The amounts shown in column (f) are 200% of such target amounts for each Named Executive Officer. These amounts are based on the individual’s current position and base salary as in effect on December 1, 2021. |
| (3) | The amounts shown in column (g) as having been granted on March 1, 2021 and approved on December 14, 2020 reflect the total of the threshold payment levels for the annual performance share unit grants in 2021 under the nVent Electric plc 2018 Omnibus Incentive Plan, which is 50% of the target amounts shown in column (h). The amounts shown in column (i) are 200% of such target amounts. Any amounts payable with respect to performance units would be paid in March 2024, based on cumulative performance for the period 2021 to 2023. The amounts shown in column (g) as having been granted on March 1, 2021 and approved on February 22, 2021 are a one-time supplemental performance share unit grant. The amounts in column (g) reflect the first tranche of the award, the amounts in column (h) reflect the first and second tranches of the award, and the amounts in column (i) reflect the total shares granted (the first, second, and third tranches of the award). |
| (4) | The amounts shown in column (j) reflect the number of restricted stock units granted to each Named Executive Officer in 2021 under the nVent Electric plc 2018 Omnibus Incentive Plan. |
| (5) | The amounts shown in column (k) reflect the number of options to purchase ordinary shares granted to each Named Executive Officer in 2021 under the nVent Electric plc 2018 Omnibus Incentive Plan. |
| (6) | The amounts shown in column (m) reflect the grant date fair value of the awards of restricted stock units, performance share units and stock options computed in accordance with ASC 718. |
| 54 | nVent Electric plc |
Executive Compensation Tables
Outstanding Equity Awards at December 31, 2021
| Stock Awards | ||||||||||||||||||
| Name | Number
of Securities Underlying Unexercised Options Exercisable (#) | Number
of Securities Underlying Unexercised Options Unexercisable (#) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($)(1) | Option Expiration Date | Number of Shares of Stock or Units That Have Not Vested (#)(2) | Market Value of Shares of Stock or Units That Have Not Vested ($)(3) | Equity Incentive Plan Awards: Number of Unearned Shares That Have Not Vested (#)(4) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares That Have Not Vested ($)(3) | |||||||||
| Beth A. Wozniak | 174,205 | 6,619,790 | ||||||||||||||||
| 149,434 | 5,678,492 | |||||||||||||||||
| 65,191 | — | 18.25 | 9/15/2025 | |||||||||||||||
| 32,389 | — | 16.65 | 1/4/2026 | |||||||||||||||
| 26,223 | — | 19.57 | 1/3/2027 | |||||||||||||||
| 138,787 | — | 25.34 | 5/7/2028 | |||||||||||||||
| 134,592 | 67,296 | (5) | 22.51 | 1/2/2029 | ||||||||||||||
| 78,323 | 156,648 | (7) | 25.92 | 1/2/2030 | ||||||||||||||
| 0 | 199,700 | (8) | 27.55 | 3/1/2031 | ||||||||||||||
| Sara E. Zawoyski | 57,944 | 2,201,872 | ||||||||||||||||
| 40,089 | 1,523,382 | |||||||||||||||||
| 5,061 | — | 17.10 | 1/2/2023 | |||||||||||||||
| 2,774 | — | 27.12 | 3/3/2024 | |||||||||||||||
| 3,787 | — | 22.36 | 3/2/2025 | |||||||||||||||
| 7,305 | — | 16.61 | 3/1/2026 | |||||||||||||||
| 6,248 | — | 20.22 | 3/1/2027 | |||||||||||||||
| 15,861 | — | 25.34 | 5/7/2028 | |||||||||||||||
| 9,697 | 4,849 | (6) | 27.77 | 3/1/2029 | ||||||||||||||
| 21,756 | 43,514 | (7) | 25.92 | 1/2/2030 | ||||||||||||||
| 0 | 50,944 | (8) | 27.55 | 3/1/2031 | ||||||||||||||
| Jon D. Lammers | 36,026 | 1,368,988 | ||||||||||||||||
| 24,054 | 914,052 | |||||||||||||||||
| 29,740 | — | 25.34 | 5/7/2028 | |||||||||||||||
| 35,891 | 17,946 | (5) | 22.51 | 1/2/2029 | ||||||||||||||
| 13,054 | 26,108 | (7) | 25.92 | 1/2/2030 | ||||||||||||||
| 0 | 30,566 | (8) | 27.55 | 3/1/2031 | ||||||||||||||
| Joseph A. Ruzynski | 27,530 | 1,046,140 | ||||||||||||||||
| 24,373 | 926,174 | |||||||||||||||||
| 2,774 | — | 27.12 | 3/3/2024 | |||||||||||||||
| 4,329 | — | 16.61 | 3/1/2026 | |||||||||||||||
| 5,858 | — | 20.22 | 3/1/2027 | |||||||||||||||
| 19,827 | — | 25.34 | 5/7/2028 | |||||||||||||||
| 21,534 | 10,768 | (5) | 22.51 | 1/2/2029 | ||||||||||||||
| 13,054 | 26,108 | (7) | 25.92 | 1/2/2030 | ||||||||||||||
| 0 | 31,585 | (8) | 27.55 | 3/1/2031 | ||||||||||||||
| Lynnette R. Heath | 23,571 | 895,698 | ||||||||||||||||
| 19,243 | 731,234 | |||||||||||||||||
| 22,305 | — | 25.34 | 5/7/2028 | |||||||||||||||
| 17,945 | 8,973 | (5) | 22.51 | 1/2/2029 | ||||||||||||||
| 10,443 | 20,886 | (7) | 25.92 | 1/2/2030 | ||||||||||||||
| 0 | 24,453 | (8) | 27.55 | 3/1/2031 | ||||||||||||||
| (1) | The exercise price for all stock option grants is the fair market value of our ordinary shares on the date of grant. |
| 2022 Proxy Statement | 55 |
Executive Compensation Tables
| (2) | For the restricted stock unit award granted to Ms. Zawoyski on January 1, 2018, 100% of the award will vest on the fourth anniversary of the grant date. For the restricted stock unit award granted to Ms. Zawoyski on March 1, 2019, one-third of the award will vest on March 1 of each of the first three years after the grant date. One-third of the restricted stock unit awards granted on January 2, 2019 and January 2, 2020 will vest on January 1 of each of the first three years after the grant date. For the restricted stock units awards granted in 2021, as well as the supplemental performance share units that are, because the stock price performance goals had been achieved as of December 31, 2021, included in this table and in this footnote as restricted stock units, one-third of the award will vest March 5 of each of the first three years after the grant date. The grant dates of the restricted stock unit awards are as follows: |
| Name | Grant Date | Number
of Unvested Restricted Stock Units* | ||
| Beth A. Wozniak | 1/2/2019 | 13,883 | ||
| 1/2/2020 | 28,936 | |||
| 3/1/2021 | 44,465 | |||
| 3/1/2021 | 86,921 | |||
| Sara E. Zawoyski | 1/2/2018 | 16,867 | ||
| 3/1/2019 | 1,001 | |||
| 1/2/2020 | 8,038 | |||
| 3/1/2021 | 11,343 | |||
| 3/1/2021 | 20,695 | |||
| Jon D. Lammers | 1/2/2019 | 3,702 | ||
| 1/2/2020 | 4,823 | |||
| 3/1/2021 | 6,806 | |||
| 3/1/2021 | 20,695 | |||
| Joseph A. Ruzynski | 1/2/2019 | 2,222 | ||
| 1/2/2020 | 4,823 | |||
| 3/1/2021 | 7,033 | |||
| 3/1/2021 | 13,452 | |||
| Lynnette R. Heath | 1/2/2019 | 1,851 | ||
| 1/2/2020 | 3,858 | |||
| 3/1/2021 | 5,445 | |||
| 3/1/2021 | 12,417 |
| * | These restricted stock units relate to the supplemental performance share units granted in 2021. Because the stock price performance goals had been achieved as of December 31, 2021, the units that remain subject to a time-vesting requirement are shown as restricted stock units in this table. |
| (3) | The amounts in these columns were calculated by multiplying the closing market price of our ordinary shares on the last trading day of our most recently completed fiscal year of $38.00 by the number of unvested restricted stock units or performance share units, as applicable. |
| (4) | The number of performance share units shown in this column reflects the target performance level for the 2021-2023 and 2020-2022 awards, in accordance with SEC regulations requiring that the number of units be based on achieving threshold performance goals or, if the previous fiscal year’s performance has exceeded the threshold, the next higher performance measure (target or maximum) that exceeds the previous fiscal year’s performance. |
| Name | Vesting Date | Number
of Performance Share Units | ||
| Beth A. Wozniak | 12/31/2022 | 86,806 | ||
| 12/31/2023 | 62,628 | |||
| Sara E. Zawoyski | 12/31/2022 | 24,113 | ||
| 12/31/2023 | 15,976 | |||
| Jon D. Lammers | 12/31/2022 | 14,468 | ||
| 12/31/2023 | 9,586 | |||
| Joseph A. Ruzynski | 12/31/2022 | 14,468 | ||
| 12/31/2023 | 9,905 | |||
| Lynnette R. Heath | 12/31/2022 | 11,574 | ||
| 12/31/2023 | 7,669 |
| (5) | One-third of these options will vest on January 1 of years 2020, 2021, and 2022. |
| (6) | One-third of these options will vest on March 1 of years 2020, 2021, and 2022. |
| (7) | One-third of these options will vest on January 1 of years 2021, 2022, and 2023. |
| (8) | One-third of these options will vest on March 5 of years 2022, 2023, and 2024. |
| 56 | nVent Electric plc |
Executive Compensation Tables
2021 Option Exercises and Stock Vested Table
The following table shows a summary of the stock options exercised by the Named Executive Officers in 2021 and the restricted stock or restricted stock units vested for the Named Executive Officers during 2021.
| Option awards | Stock awards | |||||||
| Name | Number
of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number
of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(2) | ||||
| Beth A. Wozniak | — | — | 79,206 | 2,429,181 | ||||
| Sara E. Zawoyski | 5,762 | 114,259 | 7,572 | 204,164 | ||||
| Jon D. Lammers | — | — | 29,896 | 992,306 | ||||
| Joseph A. Ruzynski | 7,077 | 126,362 | 12,612 | 387,300 | ||||
| Lynnette R. Heath | — | — | 36,505 | 1,260,911 | ||||
| (1) | Reflects the amount calculated by multiplying the number of options exercised by the difference between the market price of our ordinary shares on the exercise date and the exercise price of options. |
| (2) | Reflects the amount calculated by multiplying the number of shares vested by the market price of our ordinary shares on the vesting date. |
Listed below are the number of years of credited service and present value of accumulated pension benefits as of December 31, 2021 under the nVent Management Company Supplemental Executive Retirement Plan (“SERP”) for Ms. Wozniak, the only Named Executive Officer eligible for the SERP. The SERP is described in detail following the table below. The disclosed benefit for Ms. Wozniak is an actuarial estimate only and does not necessarily reflect the actual amounts that will be paid to Ms. Wozniak, which will only be known at the time that she becomes eligible for payment.
| Name | Plan Name | Number
of Years Credited Service (#)(1) | Present
Value of Accumulated Benefit ($)(2) | Payments During Last Fiscal Year ($) | ||||
| Beth A. Wozniak | SERP | 6 | 2,614,855 | — |
| (1) | Includes years of credited service with Pentair prior to the Separation. |
| (2) | SERP benefits are payable following retirement at age 55 or later in the form of an annuity. The actuarial present values above were calculated using the following methods and assumptions: |
| ► | SERP present values were based on the accrued benefit payable at age 65 and were calculated as of December 31, 2021. | |
| ► | Present values for the SERP are based on a 180-month-certain only annuity. | |
| ► | The present value of SERP benefits as of December 31, 2021 was calculated assuming a 2.68% interest rate. |
The actual amount of pension benefits ultimately paid to Ms. Wozniak may vary based on a number of factors, including differences from the assumptions used to calculate the amounts.
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Executive Compensation Tables
The nVent Management Company Supplemental Executive Retirement and Restoration Plan
The SERP is an unfunded, nonqualified defined benefit pension plan. The only employees that are eligible to participate in the SERP are those who were participating in Pentair’s Supplemental Executive Retirement Plan at the time of the Separation. Benefits under the SERP vest upon the completion of five years of benefit service (which is all service at Pentair and nVent following initial participation in Pentair’s plan). As of the date of this Proxy Statement, Ms. Wozniak, the only Named Executive Officer eligible for the SERP, was fully vested in her SERP benefit.
Benefits under the SERP are based upon the number of an employee’s years of service following initial participation in Pentair’s plan and the highest average earnings for a five calendar-year period (ending with retirement). Compensation covered by the SERP for Ms. Wozniak equals the amounts set forth in the “Salary” column under “Executive Compensation Tables-Summary Compensation Table” and 2021 incentive compensation paid under the MIP in March 2022 set forth in the “Non-Equity Incentive Plan Compensation” column under “Executive Compensation Tables-Summary Compensation Table.”
Benefits under the SERP are calculated as:
| • | final average compensation as defined above; multiplied by | |
| • | benefit service percentage, which equals 15% multiplied by years of benefit service. |
Nonqualified Deferred Compensation Table
The following table sets forth the contributions, earnings, distributions and 2021 year-end balances for each of the Named Executive Officers under our Sidekick Plan described under “Compensation Discussion and Analysis – Retirement and Other Benefits – Deferred Compensation.” Contributions we make to the Sidekick Plan are intended to make up for contributions to our qualified retirement plan, including our matching contributions, for cash compensation above the maximum imposed by the Code, which was $290,000 in 2021. Because the Code does not permit contributions on amounts in excess of that limit under a tax-qualified plan, the Sidekick Plan is designed to permit matching contributions on compensation in excess of the maximum imposed by the Code. We make these matching contributions to the Sidekick Plan on amounts in excess of the maximum imposed by the Code, but below the $700,000 compensation limit contained in our Sidekick Plan (such contributions by a Named Executive Officer, “Covered Sidekick Compensation”).
| Name | Executive Contributions in 2021 ($)(1) | Registrant Contributions in 2021 ($)(2) | Aggregate Earnings/(Loss) in 2021 ($)(3) | Aggregate Withdrawals/ Distributions in 2021 ($) | Aggregate Balance at December 31, 2021 ($)(4) | |||||
| Beth A. Wozniak | 377,837 | — | 340,760 | — | 1,422,899 | |||||
| Sara E. Zawoyski | 146,733 | — | 77,580 | — | 414,469 | |||||
| Jon D. Lammers | 155,356 | — | 77,167 | — | 884,982 | |||||
| Joseph A. Ruzynski | 43,084 | — | 75,373 | — | 650,003 | |||||
| Lynnette R. Heath | 36,132 | — | 29,040 | — | 80,879 |
| (1) | Reflects the amount of cash or equity-based compensation each Named Executive Officer deferred in 2021 under the Sidekick Plan. The cash amounts were previously reported in the “Salary” or “Non-Equity Incentive Compensation” column of the Summary Compensation Table for 2021. |
| (2) | Equals the total contributions we made in 2021 under the Sidekick Plan for each Named Executive Officer, which are included in the column labeled “All Other Compensation” above. As disclosed in our proxy statement for our 2021 annual general meeting, in response to the adverse effects of the COVID-19 pandemic, we did not make any contributions for 2020 deferrals in 2021; we normally make matching contributions one year in arrears. |
| (3) | Reflects the amount of investment earnings realized by each Named Executive Officer on the investments chosen that are offered to participants in our Sidekick Plan, which are substantially the same as those offered in our RSIP Plan. Fidelity Investments Institutional Services Co. provides these investment vehicles for participants and handles all allocation and accounting services for these plans. We do not guarantee or subsidize any investment earnings in either Plan. |
| (4) | Amounts deferred under the Sidekick Plan that have also been reported in the Summary Compensation Table in prior years for each Named Executive Officer are: Ms. Wozniak — $704,302; Ms. Zawoyski – $190,156; Mr. Lammers – $652,459; Mr. Ruzynski –$531,546; and Ms. Heath — $15,707. To the extent the amounts in this column are less than the amounts reported in the Summary Compensation Table, the difference is due to losses, withdrawals or distributions. |
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Executive Compensation Tables
Potential Payments Upon Termination or Change in Control
Except for items described below, we have no agreements, arrangements, or plans that entitle executive officers to severance, perquisites, or other enhanced benefits upon termination of their employment; any such payments or benefits would be at the discretion of the Compensation and Human Capital Committee.
Severance Plan
We maintain the Severance Plan under which our executives, including our Named Executive Officers, are eligible to receive severance benefits in the event of a qualifying termination of employment other than in connection with a change in control to the extent the terms and conditions of the Severance Plan are satisfied. A qualifying termination generally includes an involuntary termination for any reason other than cause, permanent disability or death. “Cause” for purposes of the Severance Plan is defined generally as a material violation of our policies; embezzlement from, or theft of property belonging to, us or one of our affiliates; willful failure to perform, or gross negligence in the performance of, or failure to perform, assigned duties; or other intentional misconduct that has, or has the potential to have, a material adverse effect on our business.
In the event of a qualifying termination of the employment of any of our Named Executive Officers and the satisfaction of the Severance Plan’s terms and conditions, the severance benefits would be equal to the product of (1) a severance multiplier and (2) the sum of the Named Executive Officer’s base salary and target annual bonus. The severance multiplier is two for our Chief Executive Officer and one and one-half for our other Named Executive Officers. The affected Named Executive Officer would also continue to be eligible to participate in our health plan at his or her active employee rate for a benefit continuation period of 24 months for our Chief Executive Officer and 18 months for our other Named Executive Officers. We may, in our discretion, pay for the cost of outplacement services for up to 12 months. As a condition for eligibility for the Severance Plan, participants must complete a participation agreement under which they agree to comply with customary restrictive covenants, in the case of our Named Executive Officers, for 24 months.
Change in Control Agreements
We have entered into agreements with certain key corporate executives and segment presidents, including all Named Executive Officers, that provide for contingent benefits upon a change in control. These agreements are intended to provide for continuity of management upon a completed or threatened change in control. The agreements provide that covered executive officers could be entitled to certain severance or other benefits following a change in control. If, following such a change in control, the executive officer is involuntarily terminated, other than for disability or for cause, or if such executive officer terminates his or her employment for conditions that constitute good reason, then the executive officer is entitled to certain severance payments. As previously disclosed, we have adopted a policy of not including excise tax gross-ups.
Under these agreements, “cause” means:
| • | engaging in intentional conduct that causes us demonstrable and serious financial injury; | |
| • | conviction of a felony; or | |
| • | continuing willful and unreasonable refusal by an officer to perform his or her duties or responsibilities. |
Under these agreements, “good reason” means:
| • | a breach of the agreement by us; | |
| • | any reduction in an officer’s base salary, percentage of base salary available as incentive compensation or bonus opportunity or benefits, or grant date fair value of annual equity-based awards; | |
| • | an officer’s removal from, or any failure to reelect or reappoint him or her to serve in, any of the positions held with us on the date of the change in control or any other positions to which he or she is thereafter elected, appointed or assigned, except in the event that such removal or failure to reelect or reappoint relates to our termination of an officer’s employment for cause or by reason of disability; | |
| • | a good faith determination by an officer that there has been a material adverse change in his or her working conditions or status relative to the most favorable working conditions or status in effect during the 180-day period prior to the change in control, or, to the extent more favorable to him or her, those in effect at any time while employed after the change in control, including a significant change in the nature or scope of his or her authority, powers, functions, duties or responsibilities or a significant reduction in the level of support services, staff, secretarial and other assistance, office space and accoutrements, but in each case excluding for this purpose an isolated, insubstantial and inadvertent event not occurring in bad faith that we remedy within 10 days after receipt of written notice; |
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Executive Compensation Tables
| • | relocation of an officer’s principal place of employment to a location more than 50 miles from his or her principal place of employment on the date 180 days prior to the change in control; | |
| • | imposition of a requirement that an officer travel on business 20% in excess of the average number of days per month he or she was required to travel during the 180-day period prior to the change in control; or | |
| • | our failure to cause a successor to assume an officer’s agreement. |
Under these agreements, a “change in control” is deemed to have occurred if:
| • | any person is or becomes the beneficial owner of securities representing 30% or more of our outstanding ordinary shares or combined voting power; | |
| • | a majority of the Board changes in a manner that has not been approved by at least two-thirds of the incumbent directors or successor directors nominated by at least two-thirds of the incumbent directors; | |
| • | we consummate a merger, consolidation or share exchange with any other entity (or the issuance of voting securities in connection with a merger, consolidation or share exchange) which our shareholders have approved and in which our shareholders control less than 50% of combined voting power after the merger, consolidation or share exchange; or | |
| • | we consummate a plan of complete liquidation or dissolution or an agreement for the sale or disposition of all or substantially all of our assets which our shareholders have approved. |
The benefits under the change in control agreements that could be triggered by a covered termination (which includes termination of the executive by us other than for death, disability or cause or by the executive for good reason) in connection with such a change in control include:
| • | severance payable upon termination in an amount equal to 200% of annual base salary plus the greatest of the executive’s target bonus for the year of termination, the actual bonus paid with respect to the year prior to the change in control, or the actual bonus paid in the year prior to the change in control; | |
| • | replacement coverage for Company-provided group medical, dental and life insurance policies for up to two years; | |
| • | the cost of an executive search agency not to exceed 10% of the executive’s annual base salary; | |
| • | for Ms. Wozniak only, the accelerated accrual and vesting of benefits under the SERP and up to three additional years of service can be credited, up to a maximum of seven years of service; | |
| • | up to $15,000 in fees and expenses of consultants and legal or accounting advisors; and | |
| • | all equity-based and cash incentive awards granted prior to the change in control will be subject to the terms of the incentive plan under which they were granted (including accelerated vesting, if provided for in the applicable plan), and all equity-based and cash incentive awards granted on or after the change in control will vest or be earned in full upon such termination. |
In the case of each Named Executive Officer, the agreement also requires the executive to devote his or her best efforts to us or our successor during the two-year period following the change in control, to maintain the confidentiality of our information during and following employment and to refrain from competitive activities for a period of one year following termination of employment with us or our successor.
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Executive Compensation Tables
Change in Control and Termination Provisions of the Omnibus Incentive Plan
Change in Control Provisions
The nVent Electric plc 2018 Omnibus Incentive Plan (the “Omnibus Plan”) provides that, upon a change in control:
| • | all outstanding options, restricted stock and restricted stock units that are not performance awards are immediately vested; | |
| • | all outstanding performance awards (other than annual incentive awards) are paid in full based on performance at the better of target or trend; and | |
| • | all outstanding annual incentive awards are paid based on full satisfaction of the performance goals. |
Termination Provisions
| • | Retirement. If a Board-appointed corporate officer, including any of the Named Executive Officers, terminates employment in a retirement with at least 10 years of service, the Omnibus Plan provides as follows: | ||
| ► | If the retirement is prior to age 60: unvested options vest pro-rata; restricted stock and restricted stock units (that are not performance awards or for which any performance goals have been satisfied) vest pro rata; and performance awards are paid on a pro rata basis based on target performance; or | ||
| ► | If the retirement is after age 60: options continue to vest and remain outstanding until the earlier of the option’s expiration date and the fifth anniversary of the date of retirement; restricted stock and restricted stock units (that are not performance awards or for which any performance goals have been satisfied) vest in full; and performance awards are paid in full based on actual performance. | ||
| • | Death or Disability. If any of the Named Executive Officers terminates employment as a result of death or disability, the Omnibus Plan provides that options, restricted stock and restricted stock units are immediately vested; and performance awards are paid in full based on actual performance. | ||
| • | Termination Without Cause or for Good Reason. If any of the Named Executive Officers terminates employment in an involuntary termination for a reason other than cause, death or disability, or in a voluntarily termination for good reason, then the employee’s outstanding awards under the Omnibus Plan will be eligible for continued or accelerated vesting, as described below. A termination of employment under these circumstances is referred to in the Omnibus Plan as a “Covered Termination.” For a Named Executive Officer’s termination to be considered a Covered Termination, the officer must execute a general release in a form and manner determined by us. Upon a Covered Termination, the Omnibus Plan provides that awards held by a Board-appointed corporate officer, including such a Named Executive Officer, will be treated as follows: | ||
| ► | Stock options will remain outstanding, and will continue to vest in accordance with their terms as if the officer had remained in employment, until the earlier of the expiration date of the stock option and the fifth anniversary of the covered termination. | ||
| ► | Restricted stock and restricted stock units (that are not performance awards or for which any performance goals have been satisfied) will vest in full. | ||
| ► | Performance awards, including performance share units, will be paid following the end of the performance period based on achievement of the performance goals established for the awards as if the employee had not experienced a covered termination. | ||
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Under the Omnibus Plan, the term “cause” means an act or omission by the officer as is determined by the Plan administrator to constitute cause for termination, including but not limited to any of the following:
| • | a material violation of any company policy; | |
| • | embezzlement from, or theft of property belonging to, us or any of our affiliates; | |
| • | willful failure to perform, or gross negligence in the performance of, or failure to perform, assigned duties; or | |
| • | other intentional misconduct, whether related to employment or otherwise, which has, or has the potential to have, a material adverse effect on our business. |
Under the Omnibus Plan, the term “good reason” means:
| • | any material breach by us of the terms of any employment agreement; | |
| • | any reduction in base salary or percentage of base salary available as incentive compensation or bonus opportunity; | |
| • | a good faith determination by the officer that there has been a material adverse change in the officer’s working conditions or status; or | |
| • | a relocation of the principal place of employment to a location more than 50 miles. |
For an event to constitute good reason, we must receive written notice and an opportunity to cure.
Benefits pursuant to these incentive plans are generally applicable to all other participants who meet the requisite criteria as well as to the Named Executive Officers.
Quantification of Compensation Payable upon a Change in Control or Termination of Employment
The amounts each Named Executive Officer would receive upon a termination as a result of a Covered Termination, a qualifying retirement with 10 years of service, death or disability, in each case in the absence of a change in control, is shown below. As required by the Securities and Exchange Commission rules, the amounts shown assume that such termination was effective as of December 31, 2021, and thus are estimates of the amounts that would actually be received. The actual amounts to be received can only be determined in connection with the termination event.
| Severance(1) ($) | Medical Continuation(1) ($) | Outplacement(1) ($) | Stock
Option Vesting(2) ($) | Restricted Stock Unit Vesting(2) ($) | Performance Share Unit Vesting(2) (3) ($) | Total
– Involuntary Termination Without Cause ($) | Total
– Retirement, Death, Disability ($) | |||||||||
| Beth A. Wozniak | 3,986,100 | 25,440 | 50,000 | 5,021,588 | 6,619,790 | 5,678,492 | 21,381,410 | 17,319,870 | ||||||||
| Sara E. Zawoyski | 1,286,250 | 27,252 | 49,000 | 1,107,619 | 2,201,872 | 1,523,382 | 6,195,375 | 4,832,873 | ||||||||
| Jon D. Lammers | 1,241,850 | 26,712 | 48,700 | 912,783 | 1,368,988 | 914,052 | 4,513,085 | 3,195,823 | ||||||||
| Joseph A. Ruzynski | 1,202,250 | 26,712 | 45,800 | 812,244 | 1,046,140 | 926,174 | 4,059,320 | 2,784,558 | ||||||||
| Lynnette R. Heath | 1,058,250 | 27,252 | 41,500 | 646,829 | 895,698 | 731,234 | 3,400,763 | 2,273,761 |
| (1) | These benefits are only payable upon an involuntary termination without cause, and would not be paid as a result of a termination due to death, disability or retirement. |
| (2) | None of the restricted stock units, performance share units or options would vest upon a retirement prior to 10 years of service and only a pro rata portion of the restricted stock units, performance share units and options would vest upon a retirement with 10 years of service prior to age 60. |
| (3) | The amount shown assumes target performance. The actual amounts paid is determined on the basis of actual performance through the end of the applicable performance period. |
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Executive Compensation Tables
The table below shows the amount of compensation payable to each Named Executive Officer upon (1) a change in control without a termination of employment or (2) a change in control followed by a termination of employment (a) by us, other than for death, disability or cause or (b) by the executive for good reason. The amounts shown assume that such termination was effective as of December 31, 2021. The actual amounts to be paid out can only be determined in connection with a change in control or termination following a change in control.
| Cash Termination Payment(1) ($) | Stock Option Vesting(2) ($) | Restricted Stock Unit Vesting(2) ($) | Performance Share Unit Vesting(2) ($) | SERP
& Related Pension(1) ($) | Annual Incentive Award(2) ($) | Outplacement ($)(1) | Legal
& Accounting Advisors(1) ($) | Medical, Dental, Life Insurance(1) ($) | Total: Change in Control(3) ($) | Total: Change in Control Followed by Termination(3) ($) | ||||||||||||
| Beth A. Wozniak | 3,986,100 | 5,021,588 | 6,619,790 | 5,678,492 | 324,535 | 1,066,050 | 50,000 | 15,000 | 37,987 | 18,385,920 | 22,799,542 | |||||||||||
| Sara E. Zawoyski | 1,715,000 | 1,107,619 | 2,201,872 | 1,523,382 | — | 367,500 | 49,000 | 15,000 | 54,313 | 5,200,373 | 7,033,686 | |||||||||||
| Jon D. Lammers | 1,655,800 | 912,783 | 1,368,988 | 914,052 | — | 340,900 | 48,700 | 15,000 | 56,567 | 3,536,723 | 5,312,790 | |||||||||||
| Joseph A. Ruzynski | 1,603,000 | 812,244 | 1,046,140 | 926,174 | — | 343,500 | 45,800 | 15,000 | 56,227 | 3,128,058 | 4,848,086 | |||||||||||
| Lynnette R. Heath | 1,411,000 | 646,829 | 895,698 | 731,234 | — | 290,500 | 41,500 | 15,000 | 53,628 | 2,564,261 | 4,085,388 |
| (1) | These benefits are payable only upon a termination of the executive officer’s employment by us other than for death, disability or cause, or by the executive for good reason, in either case within two years after a change in control. |
| (2) | These benefits are payable solely upon a change in control under our 2018 Omnibus Incentive Plan. The amount shown under Performance Share Unit Vesting and Annual Incentive Award assumes target performance, and the amount shown under Performance Share Unit Vesting includes the balance of any dividend equivalent units (rounded down to the nearest whole share). |
| (3) | Each Named Executive Officer’s change in control agreement provides that, if excise taxes would otherwise be imposed in connection with payments received upon a change in control, then the amount of such payments will either be cut back to a level below the level that would trigger the imposition of the excise taxes, or be paid in full and subject to the excise taxes, whichever results in the better after-tax result to the executive officer. |
The amounts in the two tables above assume, to the extent applicable, that:
| • | our ordinary shares were valued at $38.00, the closing market price for our ordinary shares on the last trading day of 2021; | |
| • | outplacement services fees are $50,000 or 10% of annual base salary, whichever is less; | |
| • | legal and accounting advisor fees are the maximum possible under the change in control agreements for each executive officer; and | |
| • | medical, dental and life insurance coverage will continue until two years after a change in control, in each case at the current cost per year for each executive. |
As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information about the ratio of the median annual total compensation of our employees and the annual total compensation of our Chief Executive Officer.
For the year ended December 31, 2021:
| • | The median of the annual total compensation of all employees of our company (other than our Chief Executive Officer) was reasonably estimated to be $57,468; and | |
| • | The annual total compensation of our Chief Executive Officer was $10,651,343. |
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Executive Compensation Tables
Based on this information, the ratio of the annual total compensation of our Chief Executive Officer to the median of the annual total compensation of all other employees is estimated to be 185 to 1. This pay ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K.
To identify our median employee, we began by considering each of the 9,277 individuals employed by us worldwide on November 1, 2021, excluding, as permitted by Item 402(u) or Regulation S-K, approximately 589 employees of CIS Global, which we acquired in July 2021. We then calculated the target cash compensation (which we define as base salary or wages plus target cash bonus) for the included individuals for 2021 to identify our median employee. To calculate the target cash compensation for any employee that we paid in currency other than U.S. Dollars, we applied the applicable foreign exchange rate in effect on November 1, 2021 to convert such foreign employee’s target cash compensation into U.S. Dollars. Once we identified our median employee, we added together all of the elements of such employee’s compensation for 2021 in the same way that we calculate the annual total compensation of our Named Executive Officers in the Summary Compensation Table.
Risk Considerations in Compensation Decisions
The Compensation and Human Capital Committee believes that paying for performance is an important part of its compensation philosophy, but recognizes the risk that incentivizing specific measures of performance may pose to the performance of our company as a whole if personnel were to act in ways designed primarily to maximize their compensation. Therefore, the Committee conducts an annual assessment of potential risks arising from its compensation programs and policies applicable to all employees. In its December 2021 assessment, the Committee noted the following considerations, among others:
| • | the oversight of the Committee and management, including the ability to recapture compensation earned due to financial misstatements or misconduct under our clawback policy | |
| • | the balance of our fixed and variable pay, cash and equity, short- and long-term incentives, and corporate, segment and individual performance goals | |
| • | the balance in our compensation programs between the achievement of short-term objectives and longer-term value creation | |
| • | our use of multiple performance measures under our incentive compensation programs, and performance curves that require achievement of a minimum level of performance before receiving any incentive payout | |
| • | capped payouts under our incentive programs | |
| • | our stock ownership guidelines promote the alignment of officer and shareholder interest and encourage behaviors that have a positive influence on stock price appreciation and total shareholder return |
Based on its assessment, the Committee concluded that the risks arising from our compensation programs and policies are not reasonably likely to have a material adverse effect on our company. The Committee will continue to assess our compensation programs to align employee interests with those of long-term shareholder interests.
 |
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. |
| 64 | nVent Electric plc |
The Audit and Finance Committee has selected and appointed Deloitte & Touche LLP (“Deloitte”) to audit our financial statements for the fiscal year ending December 31, 2022. Deloitte has been engaged to serve as our independent auditor continuously since we became a public company in 2018. We believe that Deloitte’s knowledge of our company, industry expertise and global presence have enabled Deloitte to perform audits of our consolidated financial statements with effectiveness and efficiency. In selecting Deloitte to serve for the fiscal year ending December 31, 2022, our Audit and Finance Committee also considered the professional qualifications and experience of key members of Deloitte’s engagement team and Deloitte’s performance during its engagement for the fiscal year ended December 31, 2021, including the quality and efficiency of the services provided by Deloitte.
The Board, upon the recommendation of the Audit and Finance Committee, is asking our shareholders to ratify, by non-binding advisory vote, the appointment and to authorize, by binding vote, the Audit and Finance Committee of the Board of Directors to set the independent auditor’s remuneration. Although approval is not required by our Articles of Association or otherwise, the Board is submitting the appointment of Deloitte to our shareholders because we value our shareholders’ views on our independent auditor. If the appointment of Deloitte is not ratified by shareholders, it will be considered as notice to the Board and the Audit and Finance Committee to consider the selection of a different firm. Even if the appointment is ratified, the Audit and Finance Committee in its discretion may select a different independent auditor at any time during the year if it determines that such a change would be in the best interests of our company and our shareholders.
The Audit and Finance Committee is directly responsible for the appointment, compensation, retention and oversight of the independent auditor retained to audit our financial statements. The Audit and Finance Committee is also responsible for the audit fee negotiations associated with our retention of Deloitte.
Under current legal requirements, the lead or concurring audit partner for our company may not serve in that role for more than five consecutive fiscal years, and the Audit and Finance Committee ensures the regular rotation of the audit engagement team partners in accordance with those requirements. The Chair of the Audit and Finance Committee is actively involved in the selection process for the lead and concurring partners.
We expect that one or more representatives of Deloitte will be present or available by audio link at the Annual General Meeting. Each of these representatives will have the opportunity to make a statement, if he or she desires, and is expected to be available to respond to any questions.
The resolution in respect of this Proposal 3 is an ordinary resolution. The text of the resolution in respect of Proposal 3 is as follows:
“IT IS RESOLVED, to ratify, on a non-binding, advisory basis, the appointment of Deloitte & Touche LLP as the independent auditor of nVent Electric plc and to authorize, in a binding vote, the Audit and Finance Committee of the Board of Directors to set the auditor’s remuneration.”
Ratification, by non-binding advisory vote, of the appointment of Deloitte & Touche LLP as the independent auditor of nVent Electric plc and the authorization, by binding vote, of the Audit and Finance Committee of the Board of Directors to set the auditor’s remuneration 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 Audit and Finance Committee 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. |
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Proposal 3
Audit and Finance Committee Pre-approval Policy
The Audit and Finance Committee reviews and approves the external auditor’s engagement and audit plan, including fees, scope, staffing and timing of work. In addition, the Audit and Finance Committee Charter limits the types of non-audit services that may be provided by the independent auditors to help ensure the independent auditor’s continued independence. Any permitted non-audit services to be performed by the independent auditors must be pre-approved by the Audit and Finance Committee after the Committee is advised of the nature of the engagement and particular services to be provided. The Audit and Finance Committee pre-approved audit fees and all permitted non-audit services of the independent auditor in 2021. Responsibility for this pre-approval may be delegated to one or more members of the Audit and Finance Committee; all such approvals, however, must be disclosed to the Audit and Finance Committee at its next regularly scheduled meeting. The Audit and Finance Committee may not delegate authority for pre-approvals to management.
The Audit and Finance Committee has considered whether the non-audit services provided by Deloitte are compatible with maintaining Deloitte’s independence and, based on information provided by Deloitte, has concluded that Deloitte is independent.
Fees Paid to Independent Auditors
We engaged Deloitte, Deloitte AG, Deloitte & Touche (Ireland) and the member firms of Deloitte Touche Tohmatsu and their respective affiliates (collectively, the “Deloitte Entities”) to provide various audit, audit-related, tax and other permitted non-audit services to us, during fiscal years 2021 and 2020. The Audit and Finance Committee approved all fees paid to the Deloitte Entities and underlying services provided by the Deloitte Entities. Their fees for these services were as follows (in thousands):
| 2021 | 2020 | |||||||
| Audit fees(1) | $4,615 | $4,025 | ||||||
| Audit-related fees(2) | 1,080 | 206 | ||||||
| Tax fees(3) | ||||||||
| Tax compliance and return preparation | 475 | 490 | ||||||
| Tax planning and advice | 570 | 435 | ||||||
| Total tax fees | 1,050 | 925 | ||||||
| All other fees | 0 | 0 | ||||||
| Total | $6,740 | $5,156 | ||||||
| (1) | Consists of fees for audits of our consolidated annual financial statements and the effectiveness of internal controls over financial reporting, reviews of our quarterly financial statements, statutory audits, reviews of SEC filings, consents for registration statements and comfort letters in connection with securities offerings. |
| (2) | Consists of fees for certain other attest services. |
| (3) | Consists of fees for tax compliance and return preparation and tax planning and advice. |
All of the services described above were approved by the Audit and Finance Committee pursuant to policies and procedures that were established to comply with the SEC rules that require audit committee pre-approval of audit and non-audit services. On an ongoing basis, management communicates specific projects and categories of services for which prior approval of the Audit and Finance Committee is required. The Audit and Finance Committee reviews these requests and informs management and the independent auditor if the Audit and Finance Committee pre-approves the engagement of the independent auditor for such projects and services.
| 66 | nVent Electric plc |
Audit and Finance Committee Report
The role of the Audit and Finance Committee (the “Committee”) is to assist our Board in fulfilling its oversight responsibilities as they relate to:
| • | The integrity of our financial statements and internal control over financial reporting; | |
| • | Our compliance with ethics policies, and legal and regulatory requirements; and | |
| • | Our independent auditor’s qualifications and independence. |
The Committee also has responsibility for:
| • | Preparing this report, which is required to be included in this proxy statement; | |
| • | Selecting, retaining, compensating, overseeing and evaluating our independent auditors; | |
| • | Providing assistance to our Board in its oversight of our guidelines and policies with respect to enterprise risk management and the reliability and security of the information technology and security systems we own or use in our business; and | |
| • | Overseeing the performance of our internal audit function. |
The Committee fulfills its responsibilities through periodic meetings with Deloitte & Touche LLP (“Deloitte”), our independent registered public accounting firm, and with our internal auditors and management. During 2021, the Committee met nine times. The Committee meets at least four times per year in executive session. The Committee also has periodic educational sessions on financial accounting and reporting matters.
Each member of the Committee is independent as defined under our independence criteria, New York Stock Exchange listing standards and Securities and Exchange Commission (“SEC”) rules. The Committee operates under a written charter that has been adopted by our Board and is reviewed by the Committee on a periodic basis. The Committee’s current charter is available on our website.
The Committee reviewed with both Deloitte and our internal auditors, and approved, their respective audit plans, audit scope, compensation and identification of audit risks. Further, the Committee reviewed and discussed with our management and Deloitte our audited financial statements and management’s and Deloitte’s evaluations of our internal control over financial reporting, as reported in our 2021 Annual Report on Form 10-K, as well as our Irish statutory financial statements for the 2021 fiscal year. The Committee discussed our interim financial information contained in each quarterly earnings announcement and each Quarterly Report on Form 10-Q with our management, including our Chief Financial Officer and Chief Accounting Officer, and Deloitte, prior to public release. The Committee also met with Deloitte to discuss the results of its reviews of our interim financial statements. Management has the responsibility for the preparation and integrity of our financial statements and internal control over financial reporting and Deloitte has the responsibility for the review or examination thereof.
The Committee discussed and reviewed with Deloitte all matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board and the SEC. The Committee received the written disclosures and the letter from Deloitte as required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent registered public accounting firm’s communications with the Committee concerning independence, and reaffirmed with Deloitte its independence. In addition, the Committee is responsible for approval of the proposed audit fees and annually evaluates the reputation, qualifications and performance of Deloitte and its lead audit partner. Further, in conjunction with the mandated rotation of the independent auditor’s lead audit partner, the Committee is directly involved with management in the interview process and then selects the new lead partner.
Based on the above-mentioned reviews and discussions with management, internal audit and Deloitte, the Committee recommended to our Board of Directors that our audited financial statements and management’s report on internal control over financial reporting be included in our 2021 Annual Report on Form 10-K, for filing with the SEC. In addition, the Committee has re-appointed Deloitte as our independent auditors for 2022.
THE AUDIT AND FINANCE COMMITTEE
Ronald L. Merriman, Chair
Nicola Palmer
Herbert K. Parker
Greg Scheu
| 2022 Proxy Statement | 67 |
Under Irish law, directors of an Irish public limited company must have authority from its shareholders to allot and issue any shares, including shares that are part of our company’s authorized but unissued share capital. Because the Board’s current authority will expire on April 30, 2023 (i.e., prior to the date on which the 2023 Annual General Meeting will likely be held), we are seeking to renew the Board’s authority to allot our authorized share capital on the terms set out below. This authority is fundamental to our business and enables us to issue shares, including, if applicable, in connection with funding acquisitions and raising capital.
We are presenting this Proposal 4 to renew the Board’s authority to issue up to a maximum of 33% of a company’s issued ordinary share capital as at March 18, 2022 (the latest practicable date before this Proxy Statement) and for such authority to expire 18 months from the passing of this resolution, unless otherwise varied, revoked or renewed. Accordingly, we expect to propose renewal of this authorization at subsequent annual general meetings.
Granting the Board this authority is a routine matter for public limited companies incorporated in Ireland and is consistent with Irish market practice. This authority is fundamental to our business and enables us to issue shares, including, if applicable, in connection with financing acquisitions and raising capital. We are not asking you to approve an increase in our authorized share capital or to approve a specific issuance of shares. Instead, approval of this proposal will only grant the Board of Directors the authority to allot shares upon the terms below. In addition, we note that, because we are an NYSE-listed company, our shareholders continue to benefit from the protections afforded to them under the rules and regulations of the NYSE and SEC, including those rules that limit our ability to issue shares in specified circumstances. Furthermore, we note that this authorization is required as a matter of Irish law only and is not otherwise required for other U.S. companies listed on the NYSE. Accordingly, approval of this resolution would merely place us on par with NYSE-listed companies incorporated in the United States.
As required under Irish law, the resolution in respect of this Proposal 4 is an ordinary resolution. The text of the resolution in respect of Proposal 4 is as follows:
“IT IS RESOLVED, that, the Board of Directors be and is generally and unconditionally authorized with effect from the passing of this resolution to exercise all powers of the Company to allot relevant securities (as defined in Section 1021 of the Companies Act 2014) in an amount up to an aggregate nominal amount of $548,920.45 (equivalent to 54,892,045 ordinary shares), being equivalent to approximately 33% of the aggregate nominal value of the issued ordinary share capital of the Company as of March 18, 2022 (the latest practicable date before this Proxy Statement), and the authority conferred by this resolution shall expire eighteen months from the passing of this resolution, unless previously renewed, varied or revoked; provided that the Company may make an offer or agreement before the expiry of this authority, which would or might require any such securities to be allotted after this authority has expired, and in that case, the Directors may allot relevant securities in pursuance of any such offer or agreement as if the authority conferred hereby had not expired.”
Authorization of the Board of Directors to allot new shares under Irish law requires the affirmative vote of a majority of the votes cast in person or by proxy at the Annual General Meeting.
| |
The Board recommends a vote FOR the authorization of the Board of Directors to allot new shares under Irish law. |
| 68 | nVent Electric plc |
Under Irish law, unless otherwise authorized, certain statutory preemption rights apply automatically in favor of shareholders where shares are to be issued for cash. Under these statutory preemption rights, shares issued for cash must first be offered on the same or more favorable terms to existing shareholders of our company on a pro rata basis before the shares can be issued. Because the Board’s current authority to opt out of these statutory preemption rights will expire on April 30, 2023 (i.e., prior to the date on which the 2023 Annual General Meeting will likely be held), we are seeking to renew the Board’s authority to opt out of the statutory preemption rights on the terms set out below. The statutory preemption rights do not apply where shares are issued for non-cash consideration (such as in a stock-for-stock acquisition) and do not apply to the issue of non-equity shares (that is, shares that have the right to participate only up to a specified amount in any income or capital distribution) or where shares are issued pursuant to an employee option or similar equity plan.
We are presenting this Proposal 5 to renew the Board’s authority to opt-out of the statutory preemption rights provision in the event of (1) the issuance of shares in connection with any rights issue and (2) the issuance of shares for cash, if the issuance is limited to up to 5% of a company’s issued ordinary share capital as at March 18, 2022 (the latest practicable date before this Proxy Statement) (with the possibility of issuing up to an additional 5% of the company’s issued ordinary share capital as at March 18, 2022 provided the company uses it only in connection with an acquisition or specified capital investment which is announced contemporaneously with the issuance, or which has taken place in the preceding 6-month period and is disclosed in the announcement of the issue) bringing the total acceptable limit to 10% of the company’s issued ordinary share capital as at March 18, 2022 and, provided further that, in each case, such authority will be limited to a period expiring 18 months from the passing of this resolution, unless otherwise varied, renewed or revoked. Accordingly, we expect to propose renewal of this authorization at subsequent annual general meetings.
Granting the Board this authority is a routine matter for public limited companies incorporated in Ireland and is consistent with Irish customary practice. Similar to the authorization sought for Proposal 4, this authority is fundamental to our business and, if applicable, will facilitate our ability to fund acquisitions and otherwise raise capital. We are not asking you to approve an increase in our authorized share capital. Instead, approval of this proposal will only grant the Board the authority to issue shares upon the terms below. Without this authorization, in each case where we issue shares for cash, we would first have to offer those shares on the same or more favorable terms to all of our existing shareholders. This requirement could cause delays in the completion of acquisitions and capital raising for our business. Furthermore, we note that this authorization is required as a matter of Irish law and is not otherwise required for U.S. companies listed on the NYSE. In addition, under Irish law, the Board will only be authorized to opt out of preemption rights if it is authorized to issue shares, which authority is being sought in Proposal 4. Accordingly, approval of this resolution would merely place us on par with NYSE-listed companies incorporated in the United States.
As required under Irish law, the resolution in respect of this Proposal 5 is a special resolution. The text of the resolution with respect to Proposal 5 is as follows:
“IT IS RESOLVED, as a special resolution, that, subject to the passing of the resolution in respect of Proposal 4 as set out above and with effect from the passing of this resolution, the directors be and are hereby empowered pursuant to Section 1023 of the Companies Act 2014 to allot equity securities (as defined in Section 1023 of that Act) for cash, pursuant to the authority conferred by Proposal 4 as if sub-section (1) of Section 1022 of that Act did not apply to any such allotment, provided that this power shall be limited to:
| 1. | the allotment of equity securities in connection with a rights issue or other preemptive issue in favor of the holders of ordinary shares (including rights to subscribe for, or convert into, ordinary shares) where the equity securities respectively attributable to the interests of such holders are proportional (as nearly as may be) to the respective numbers of ordinary shares held by them (but subject to such exclusions or other arrangements as the Board may deem necessary or expedient to deal with fractional entitlements that would otherwise arise, or with legal or practical problems under the laws of, or the requirements of any recognized regulatory body or any stock exchange in any territory, or otherwise); and |
| 2022 Proxy Statement | 69 |
Proposal 5
| 2. | the allotment (other than pursuant to sub-paragraph (a) above) of equity securities up to an aggregate nominal value of $166,339.53 (equivalent to 16,633,953 ordinary shares) (being equivalent to approximately 10% of the aggregate nominal value of the issued ordinary share capital of the Company as of March 18, 2022 (the latest practicable date before this Proxy Statement)), provided that any amount above $83,169.77 (equivalent to 8,316,977 ordinary shares) (being equivalent to approximately 5% of the aggregate nominal value of the issued ordinary share capital of the Company as of March 18, 2022) is to be used only for the purpose of an acquisition or a specific capital investment, and the authority conferred by this resolution shall expire 18 months from the passing of this resolution, unless previously renewed, varied or revoked; provided that the Company may make an offer or agreement before the expiry of this authority, which would or might require any such securities to be allotted after this authority has expired, and in that case, the Board may allot equity securities in pursuance of any such offer or agreement as if the authority conferred hereby had not expired.” |
Authorization of the Board of Directors to opt out of statutory preemption rights under Irish law requires the affirmative vote of not less than 75% of the votes cast in person or by proxy at the Annual General Meeting.
| |
The Board recommends a vote FOR the authorization of the Board of Directors to opt out of statutory preemption rights under Irish law. |
| 70 | nVent Electric plc |
Our historical open-market share repurchases and other share buyback activities, all effected by way of redemption in accordance with our Articles of Association, may result in ordinary shares being acquired and held by us as treasury shares. We may re-allot treasury shares that we acquire through our various share buyback activities in connection with our employee compensation programs.
Under Irish law, our shareholders must authorize the price range at which we may re-allot any shares held in treasury. In this proposal, that price range is expressed as a minimum and maximum percentage of the prevailing market price (as defined below). Under Irish law, this authorization will expire after eighteen months unless renewed. Accordingly, we expect to propose renewal of this authorization at subsequent Annual General Meetings.
The authority being sought from shareholders provides that the minimum and maximum prices at which an ordinary share held in treasury may be re-allotted are 95% (or nominal value where the re-allotment of treasury shares is required to satisfy an obligation under any employee or director share or option plan or any share incentive plan operated by nVent Electric plc) and 120%, respectively, of the average closing price per ordinary share, as reported on the New York Stock Exchange, for the 30 trading days immediately preceding the proposed date of re-allotment. Any re-allotment of treasury shares will be at price levels that the Board considers in the best interests of our shareholders.
The resolution in respect of this Proposal 6 is a special resolution. The text of the resolution in respect of Proposal 6 is as follows:
“IT IS RESOLVED, as a special resolution, that for the purposes of section 1078 of the Companies Act 2014, the re-allotment price range at which any treasury shares (as defined by section 106 of the Companies Act 2014) for the time being held by nVent Electric plc may be re-allotted off-market shall be as follows:
| 1. | the maximum price at which a treasury share may be re-allotted off-market shall be an amount equal to 120% of the ‘market price.’ |
| 2. | the minimum price at which a treasury share may be re-allotted off-market shall be the nominal value of the share where such a share is required to satisfy an obligation under any employee or director share or option plan or any share incentive plan operated by nVent Electric plc or, in all other cases, not less than 95% of the ‘market price.’ |
| 3. | for the purposes of this resolution, the ‘market price’ shall mean the average closing price per ordinary share of nVent Electric plc, as reported on the New York Stock Exchange, for the 30 trading days immediately preceding the day on which the relevant share is re-allotted. |
FURTHER RESOLVED, that this authority to re-allot treasury shares shall expire on the date 18 months from the date of the passing of this resolution unless previously varied, revoked or renewed in accordance with the provisions of sections 109 and/or 1078 (as applicable) of the Companies Act 2014 (and/or any corresponding provision of any amended or replacement legislation) and is without prejudice or limitation to any other authority of the Company to re-allot treasury shares on-market.”
Authorization of the price range at which nVent Electric plc can re-allot shares it holds as treasury shares under Irish law requires the affirmative vote of not less than 75% of the votes cast in person or by proxy at the Annual General Meeting.
| |
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. |
| 2022 Proxy Statement | 71 |
The following table contains information concerning the beneficial ownership of our ordinary shares as of March 18, 2022, by each director and nominee to become a director, by each executive officer listed in the Summary Compensation Table, and by all directors, director nominees and executive officers as a group. Based on filings with the SEC, the following table also contains information concerning each person we know who beneficially owned more than 5% of our ordinary shares as of December 31, 2021.
| Name of Beneficial Owner | Ordinary Shares(1) | Share Units(2) | Right
to Acquire within 60 days | ESOP Stock(3) | Total | %
of Class(4) | ||||||
| Jerry W. Burris | 35,491 | – | 27,608 | – | 63,099 | – | ||||||
| Susan M. Cameron | 10,554 | – | 5,591 | – | 16,145 | – | ||||||
| Michael L. Ducker | 17,048 | – | 5,591 | – | 22,639 | – | ||||||
| Lynnette R. Heath | 22,796 | 11,745 | 78,260 | – | 112,801 | – | ||||||
| Randall J. Hogan | 676,001 | – | 835,398 | 2,403 | 1,513,802 | – | ||||||
| Jon D. Lammers | 29,009 | – | 119,873 | – | 148,882 | – | ||||||
| Ronald L. Merriman | 37,652 | 484 | 27,608 | – | 65,744 | – | ||||||
| Danita K. Ostling | – | – | – | – | – | – | ||||||
| Nicola Palmer | 5,359 | – | 5,591 | – | 10,950 | – | ||||||
| Herbert K. Parker | 17,409 | – | 5,591 | – | 23,000 | – | ||||||
| Joseph A. Ruzynski | 26,849 | 3,645 | 101,726 | 938 | 133,158 | – | ||||||
| Greg Scheu | – | – | 5,591 | – | 5,591 | – | ||||||
| Beth A. Wozniak | 81,439 | 100,876 | 687,691 | 140 | 870,146 | – | ||||||
| Jacqueline Wright | 6,703 | – | 5,591 | – | 12,294 | – | ||||||
| Sara E. Zawoyski | 42,217 | 17,484 | 116,076 | 562 | 176,339 | – | ||||||
| Directors, nominees and executive officers as a group (19) | 1,062,085 | 144,526 | 2,279,690 | 5,201 | 3,491,502 | 2.1% | ||||||
| The Vanguard Group(5) | 17,497,726 | – | – | – | 17,497,726 | 10.5% | ||||||
| BlackRock, Inc.(6) | 14,004,368 | – | – | – | 14,004,368 | 8.4% | ||||||
| American Century Investment Management, Inc.(7) | 9,591,776 | – | – | – | 9,591,776 | 5.8% |
| (1) | Unless otherwise noted, all shares are held either directly or indirectly by individuals possessing sole voting and investment power with respect to such shares. Beneficial ownership of an immaterial number of shares held by spouses or trusts has been disclaimed in some instances. |
| (2) | Represents for non-employee directors deferred share units held under the nVent Electric plc Compensation Plan for Non-Employee Directors. No director has voting or investment power related to these share units. Represents for executive officers restricted stock units, receipt of which was deferred by the executive officer under our Non-Qualified Deferred Compensation Plan and over which the executive officers have no voting or investment power. |
| (3) | Represents ordinary shares owned as a participant in the nVent Management Company Retirement Savings and Investment Plan. As of March 18, 2022, Fidelity Management Trust Company (“Fidelity”), the Trustee of the nVent Management Company Retirement Savings and Investment Plan, held 453,528 ordinary shares (<1%). Fidelity disclaims beneficial ownership of all shares. The nVent Management Company Retirement Savings and Investment Plan participants have the right to direct the Trustee to vote their shares, although participants have no investment power over such shares. The Trustee, except as otherwise required by law, votes the shares for which it has received no direction from participants, in the same proportion on each issue as it votes those shares for which it has received voting directions from participants. |
| (4) | Less than 1% unless otherwise indicated. |
| (5) | Information derived from a Schedule 13G/A filed with the Securities and Exchange Commission on February 10, 2022. The address of The Vanguard Group is 100 Vanguard Boulevard, Malvern, PA 19355. As of December 31, 2021, The Vanguard Group had shared voting power for 86,059 ordinary shares, sole dispositive power for 17,265,470 ordinary shares and shared dispositive power for 232,256 ordinary shares. |
| (6) | Information derived from a Schedule 13G/A filed with the Securities and Exchange Commission on February 3, 2022. The address of BlackRock, Inc. is 55 East 52nd Street, New York, NY 10055. As of December 31, 2021, BlackRock, Inc. had sole voting power for 13,284,433 ordinary shares and sole dispositive power for 14,004,368 ordinary shares. |
| (7) | Information derived from a Schedule 13G/A filed with the Securities and Exchange Commission on February 4, 2022 by American Century Investment Management, Inc., American Century Companies Inc. and Stowers Institute for Medical Research. The address of the filers is 4500 Main Street, 9th Floor, Kansas City, Missouri 64111. As of December 31, 2021, each filer had sole voting power for 9,128,496 ordinary shares and sole dispositive power for 9,591,776 ordinary shares. |
| 72 | nVent Electric plc |
Questions and Answers about the Annual General Meeting and Voting
Why did I receive these proxy materials?
We are providing these proxy materials to you because our Board of Directors is soliciting proxies for use at our Annual General Meeting of Shareholders to be held on May 13, 2022. We either (i) mailed you a Notice of Internet Availability of Proxy Materials on or before April 1, 2022 notifying each shareholder entitled to vote at the Annual General Meeting how to vote and how to electronically access a copy of this Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 or (ii) mailed you a printed copy of such proxy materials and a proxy card in paper format. You received these proxy materials because you were a shareholder of record as of the close of business on March 18, 2022.
If you received a Notice of Internet Availability of Proxy Materials and would like to receive a printed copy of our proxy materials, including a proxy card in paper format on which you may submit your vote by mail, you should follow the instructions for requesting such proxy materials in the Notice of Internet Availability of Proxy Materials.
This Proxy Statement, our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 and our Irish statutory financial statements and directors’ and auditors’ reports are available online at www.proxyvote.com.
If you wish to appoint as your proxy any person other than the individuals specified in the proxy card, please contact the Corporate Secretary at our registered office.
What is a proxy?
A proxy is your legal designation of another person (the “proxy”) to vote on your behalf. By voting your proxy, you are giving the persons named on the proxy card the authority to vote your shares in the manner you indicate on your proxy card. You may vote your proxy by telephone or over the Internet as directed in the Notice of Internet Availability of Proxy Materials or, if you have requested or received a proxy card, by signing and dating the proxy card and submitting it by mail.
What is the difference between a shareholder of record and a beneficial owner?
If your shares are registered directly in your name with Computershare Trust Company, N.A., our transfer agent, you are a “shareholder of record.” If your shares are held in a stock brokerage account or by a bank or other custodian or nominee, you are considered the beneficial owner of shares held in “street name.” As a beneficial owner, you have the right to direct your broker, bank or other custodian or nominee on how to vote your shares.
Who is entitled to vote at the Annual General Meeting and how many votes do I have?
The Board has set the close of business on March 18, 2022 (Eastern Standard Time) as the record date for the Annual General Meeting. At the close of business on the record date, we had 166,339,531 ordinary shares outstanding and entitled to vote. All shareholders of record at the close of business on the record date are entitled to vote on the matters set forth in this Proxy Statement and any other matter properly presented at the Annual General Meeting. Beneficial owners whose banks, brokers or other custodians or nominees are shareholders registered in our share register with respect to the beneficial owners’ shares at the close of business on the record date are entitled to vote on the matters set forth in this Proxy Statement and any other matter properly presented at the Annual General Meeting. Each ordinary share is entitled to one vote on each matter properly brought before the Annual General Meeting.
How do I vote if I am a shareholder of record?
If you are a shareholder of record of ordinary shares, you can vote in the following ways:
| • | By Internet: You can vote over the Internet at www.proxyvote.com. For more information, follow the instructions in the Notice of Internet Availability of Proxy Materials or on the proxy card. | |
| • | By Telephone: You can vote by telephone from the United States or Canada by calling the telephone number on the proxy card. |
| 2022 Proxy Statement | 73 |
Questions and Answers about the Annual General Meeting and Voting
| • | By Mail: You can vote by mail by marking, signing and dating your proxy card (in the form mailed to you or in the form set out in section 184 of the Irish Companies Act 2014) or voting instruction form and returning it in the postage-paid envelope, the results of which will be forwarded to nVent Electric plc’s registered address electronically. For more information, follow the instructions in the Notice of Internet Availability of Proxy Materials or on the proxy card. | |
| • | At the Annual General Meeting: If you plan to attend the Annual General Meeting and wish to vote your ordinary shares in person, we will give you a ballot at the meeting. |
How do I vote if I am a beneficial owner?
If you are a beneficial owner of ordinary shares, you can vote in the following ways:
| • | General: You can vote by following the materials and instructions provided by your bank, broker or other custodian or nominee. | |
| • | At the Annual General Meeting: If you plan to attend the Annual General Meeting and wish to vote your ordinary shares in person, then you must obtain a legal proxy, executed in your favor, from the shareholder of record of your shares (i.e., your broker, bank or other custodian or nominee) and bring it to the Annual General Meeting. |
What is the deadline to vote my shares if I do not vote in person at the Annual General Meeting?
If you are a shareholder of record, you may vote by Internet or by telephone until 11:59 p.m. Eastern Daylight Time on May 12, 2022. If you are a shareholder of record and submit a proxy card, the proxy card must be received at the address stated on the proxy card by 11:59 p.m. Eastern Daylight Time on May 12, 2022. If you are a beneficial owner, please follow the voting instructions provided by your bank, broker or other custodian or nominee.
How do I attend the Annual General Meeting?
All shareholders of record as of the close of business on the record date are invited to attend and vote at the Annual General Meeting. For admission to the Annual General Meeting, shareholders should bring a form of photo identification to the shareholders check-in area at the meeting, where their ownership will be verified. Those who beneficially own shares should also bring account statements or letters from their banks, brokers or other custodians or nominees confirming that they own our ordinary shares as of March 18, 2022 (see above for further information if you also intend to vote at the Annual General Meeting). Registration will begin at 7:00 a.m. British Summer Time and the Annual General Meeting will begin at 8:00 a.m. British Summer Time on May 13, 2022.
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 which may exist at the time and any then-applicable public emergency orders and recommendations, which may, for example, prohibit in person attendance. In light of the circumstances over the past two years and continued levels of uncertainty, we encourage shareholders to vote by proxy in advance of the meeting to ensure that your shares are represented at the meeting. In the event that health restrictions are in place on the date of the Annual General 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 would intend to keep the meeting as brief as possible, we would expect only a limited number of representatives of nVent to attend the meeting, we would practice social distancing, and we would not provide any refreshments. Attendees would be asked to wear face coverings and practice social distancing.
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. Irish Standard Time and the requirements for admission to the Annual General Meeting, as set out above, apply. 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.
| 74 | nVent Electric plc |
Questions and Answers about the Annual General Meeting and Voting
May I change or revoke my proxy?
If you are a shareholder of record and have already voted, you may change or revoke your proxy before it is exercised at the Annual General Meeting in the following ways:
| • | By voting by Internet or telephone at a date later than your previous vote but prior to the voting deadline (which is 11:59 p.m. Eastern Daylight Time on May 12, 2022); | |
| • | By mailing a proxy card (in the form mailed to you or in the form set out in section 184 of the Irish Companies Act 2014) that is properly signed and dated later than your previous vote and that is received by us prior to the voting deadline (which is 11:59 p.m. Eastern Daylight Time on May 12, 2022); or | |
| • | By attending the Annual General Meeting and voting in person, although attendance at the Annual General Meeting will not, by itself, revoke a proxy. |
If you are a beneficial owner, you must contact the record holder of your shares to revoke a previously authorized proxy or voting instructions.
What is the effect of broker non-votes and abstentions?
A broker non-vote occurs when a broker holding shares for a beneficial owner does not vote on a particular agenda item because the broker does not have discretionary voting power for that particular item and has not received instructions from the beneficial owner. Although brokers have discretionary power to vote your shares with respect to “routine” matters, they do not have discretionary power to vote your shares on “non-routine” matters pursuant to New York Stock Exchange (“NYSE”) rules. If you do not provide voting instructions for proposals considered “non-routine” a “broker non-vote” occurs.
We believe that Proposals 1 and 2 will be considered “non-routine” under NYSE rules and therefore your broker will not be able to vote your shares with respect to these proposals unless the broker receives appropriate instructions from you. If a broker does not receive voting instructions from you regarding Proposals 1 and 2, the “broker non-vote” will have no effect on the vote on such agenda items. The “routine” proposals in this Proxy Statement are Proposals 3, 4, 5 and 6, for which your broker has discretionary voting authority under the NYSE rules to vote your shares, even if the broker does not receive voting instructions from you.
Ordinary shares owned by shareholders electing to abstain from voting on any of the Proposals will have no effect on any of the Proposals.
How will my shares be voted if I do not specify how they should be voted?
If you sign and submit a proxy to the company-designated proxy holders and do not provide specific voting instructions, you instruct the company-designated proxy holders to vote your shares in accordance with the recommendations of the Board.
If your shares are held in the nVent Management Company Retirement Savings and Investment Plan or the nVent Management Company Non-Qualified Deferred Compensation Plan and you either (1) submit a proxy but do not provide specific voting instructions or (2) do not submit a proxy, then your shares will not be voted.
How will voting on any other business be conducted?
Other than matters incidental to the conduct of the Annual General Meeting and those set forth in this Proxy Statement, we do not know of any business or proposals to be considered at the Annual General Meeting. If any other business is proposed and properly presented at the Annual General Meeting, you instruct the company-designated proxy holders, in the absence of other specific instructions or the appointment of other proxy holders, to vote your shares in accordance with the recommendations of the Board.
| 2022 Proxy Statement | 75 |
Questions and Answers about the Annual General Meeting and Voting
What constitutes a quorum for the Annual General Meeting?
Our Articles of Association provide that all resolutions and elections made at a shareholders’ meeting require the presence, in person or by proxy, of a majority of all shares entitled to vote, with abstentions and broker non-votes regarded as present for purposes of establishing the quorum.
Who will count the votes?
Representatives from The Carideo Group, Inc. will count the votes and serve as our Inspectors of Election.
Who will pay for the cost of this proxy solicitation?
We will pay the costs of soliciting proxies sought by the Board. Proxies may be solicited on our behalf by our directors, officers or employees telephonically, electronically or by other means of communication. We have engaged Morrow Sodali LLC, 470 West Ave, Stamford, CT 06902, to assist us in the solicitation of proxies at a cost to us of $10,000, plus out-of-pocket expenses. We have requested that banks, brokers and other custodians and nominees who hold ordinary shares on behalf of beneficial owners forward soliciting materials to those beneficial owners. Upon request, we will reimburse banks, brokers and other custodians and nominees for reasonable expenses incurred by them in forwarding these soliciting materials to beneficial owners of our ordinary shares.
Why did I receive in the mail a Notice of Internet Availability of Proxy Materials instead of a paper copy of the proxy materials?
As explained in more detail below, we are using the “notice and access” system adopted by the SEC relating to the delivery of our proxy materials over the Internet. As a result, we mailed to our shareholders of record a notice about the Internet availability of the proxy materials instead of a paper copy of the proxy materials. Shareholders who received the notice will have the ability to access the proxy materials over the Internet and to request a paper copy of the proxy materials by mail, by e-mail or by telephone. Instructions on how to access the proxy materials over the Internet or to request a paper copy may be found on the notice. In addition, the notice contains instructions on how shareholders may request proxy materials in printed form by mail or electronically by e-mail on an ongoing basis. The Notice of Internet Availability of Proxy Materials also serves as a Notice of Meeting.
What are the “notice and access” rules and how do they affect the delivery of the proxy materials?
The SEC’s notice and access rules allow us to deliver proxy materials to our shareholders by posting the materials on an Internet website, notifying shareholders of the availability of the proxy materials on the Internet and sending paper copies of proxy materials upon shareholder request. We believe that the notice and access rules allow us to use Internet technology that many shareholders prefer, continue to provide our shareholders with the information that they need and, at the same time, ensure more prompt delivery of the proxy materials. The notice and access rules also lower our cost of printing and delivering the proxy materials and minimize the environmental impact of printing paper copies.
Why did I receive more than one Notice of Internet Availability of Proxy Materials or proxy card?
You may have received multiple Notices of Internet Availability of Proxy Materials or proxy cards if you hold your shares in different ways or accounts (for example, 401(k) accounts, joint tenancy, trusts, custodial accounts) or in multiple accounts. If you are the beneficial owner of shares held in “street name,” you will receive your voting information from your bank, broker or other custodian or nominee, and you will vote as indicated in the materials you receive from your bank, broker or other custodian or nominee. You should vote your proxy for each separate account you have.
| 76 | nVent Electric plc |
Shareholder Proposals and Nominations for the 2023 Annual General Meeting of Shareholders
The deadline for submitting a shareholder proposal for inclusion in our proxy materials for our 2023 Annual General Meeting pursuant to SEC Rule 14a-8 is December 2, 2022. Any such proposal must meet the requirements set forth in the rules and regulations of the SEC, including Rule 14a-8, for such proposals to be eligible for inclusion in our proxy statement and form of proxy for our 2023 Annual General Meeting.
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 of our Articles of Association. Among other requirements in our Articles of Association, to nominate a director under the proxy access provisions of our Articles of Association, a shareholder must give written notice to our Corporate Secretary that complies with our Articles of Association no earlier than 150 days and no later than 120 days prior to the first anniversary of the date our definitive proxy statement was released to shareholders in connection with the prior year’s Annual General Meeting. Accordingly, we must receive notice of a shareholder’s nomination for the 2023 Annual General Meeting pursuant to the proxy access provisions of our Articles of Association no earlier than November 2, 2022 and no later than December 2, 2022. If the notice is received outside of that time frame, then the notice will be considered untimely and we are not required to include the nominees in our proxy materials for the 2023 Annual General Meeting.
A shareholder who intends to present business, other than a shareholder proposal pursuant to Rule 14a-8, or to nominate a director, other than pursuant to the proxy access provisions of our Articles of Association, at the 2023 Annual General Meeting must comply with the requirements set forth in our Articles of Association. Among other requirements in our Articles of Association, to present business or nominate a director at an Annual General Meeting, a shareholder must give written notice that complies with the Articles of Association to our Corporate Secretary no earlier than 70 days and no later than 45 days prior to the first anniversary of the date our proxy statement was released to shareholders in connection with the prior year’s Annual General Meeting. Accordingly, we must receive notice of a shareholder’s intent to present business, other than pursuant to SEC Rule 14a-8, or to nominate a director, other than pursuant to the proxy access provisions of our Articles of Association, no earlier than January 21, 2023 and no later than February 15, 2023. If the notice is received outside of that time frame, then the notice will be considered untimely and we are not required to present such proposal or nomination at the 2023 Annual General Meeting. If the Board chooses to present a matter of business submitted under our Articles of Association at the 2023 Annual General Meeting, then the persons named in the proxies solicited by the Board for the 2023 Annual General Meeting may exercise discretionary voting power with respect to such proposal.
Shareholder proposals or nominations pursuant to any of the foregoing should be sent to us at our principal executive offices: nVent Electric plc, The Mille, 1000 Great West Road, 8th Floor (East), London, TW8 9DW United Kingdom, Attention: Corporate Secretary.
Our Articles of Association can be found on the website of the U.S. Securities and Exchange Commission by searching its EDGAR archives at http://www.sec.gov/edgar/searchedgar/webusers.htm. Shareholders may also obtain a copy from us free of charge by submitting a written request to our principal executive offices at nVent Electric plc, The Mille, 1000 Great West Road, 8th Floor (East), London, TW8 9DW United Kingdom, Attention: Corporate Secretary.
| 2022 Proxy Statement | 77 |
Irish Disclosure of Shareholder Interests
Under the Irish Companies Act 2014, our shareholders must notify us if, as a result of a transaction, the shareholder will become interested in 3% or more of our shares; or if as a result of a transaction a shareholder who was interested in more than 3% of our shares ceases to be so interested. Where a shareholder is interested in more than 3% of our shares, the shareholder must notify us of any alteration of his or her interest that brings his or her total holding through the nearest whole percentage number, whether an increase or a reduction. The relevant percentage figure is calculated by reference to the aggregate nominal value of the shares in which the shareholder is interested as a proportion of the entire nominal value of our issued share capital (or any such class of share capital in issue), and disclosable interests in our shares include any interests in our shares of any kind whatsoever. Where the percentage level of the shareholder’s interest does not amount to a whole percentage this figure may be rounded down to the next whole number. We must be notified within five business days of the transaction or alteration of the shareholder’s interests that gave rise to the notification requirement. If a shareholder fails to comply with these notification requirements, the shareholder’s rights in respect of any our ordinary shares it holds will not be enforceable, either directly or indirectly. However, such person may apply to the Irish courts to have the rights attaching to such shares reinstated.
2021 Annual Report on Form 10-K
Any shareholder wishing to review, without charge, a copy of our 2021 Annual Report on Form 10-K (without exhibits) filed with the SEC should write to us at our principal executive offices: nVent Electric plc, The Mille, 1000 Great West Road, 8th Floor (East), London, TW8 9DW United Kingdom, Attention: Corporate Secretary.
To reduce duplicate mailings, we are now sending only one copy of our Notice of Internet Availability of Proxy Materials or Annual Report to Shareholders and Proxy Statement, as applicable, to multiple shareholders sharing an address unless we receive contrary instructions from one or more of the shareholders. Upon written or oral request, we will promptly deliver a separate copy of these documents to a shareholder at a shared address. If you wish to receive separate copies of these documents, please notify us by writing or calling nVent Electric plc, The Mille, 1000 Great West Road, 8th Floor (East), London, TW8 9DW United Kingdom, Attention: Corporate Secretary. Telephone: +44-20-3966-0279 or (833) 592-1255. If you are receiving duplicate mailings, you may authorize us to discontinue mailings of multiple Notices of Internet Availability of Proxy Materials or Annual Reports to Shareholders and Proxy Statements, as applicable. To discontinue duplicate mailings, notify us by writing or calling nVent Electric plc, The Mille, 1000 Great West Road, 8th Floor (East), London, TW8 9DW United Kingdom, Attention: Corporate Secretary. Telephone: +44-20-3966-0279 or (833) 592-1255.
| 78 | nVent Electric plc |
Reconciliation of GAAP to Non-GAAP Financial Measures
nVent Electric plc
Reconciliation of GAAP to non-GAAP financial measures for the Years Ended December 31, 2021, 2020, 2019 and 2018 excluding the effect of adjustments (Unaudited)
| In millions | 2021 | 2020 | 2019 | 2018 | ||||||||||||
| Net sales | $ | 2,462.0 | $ | 1,998.6 | $ | 2,204.0 | $ | 2,213.6 | ||||||||
| Operating income | 355.4 | 38.4 | 333.1 | 310.8 | ||||||||||||
| % of net sales | 14.4 | % | 1.9 | % | 15.1 | % | 14.0 | % | ||||||||
| Adjustments: | ||||||||||||||||
| Restructuring and other | 8.8 | 22.0 | 24.2 | 7.7 | ||||||||||||
| Intangible amortization | 67.5 | 64.2 | 61.4 | 60.9 | ||||||||||||
| Acquisition transaction and integration costs | 4.1 | 2.5 | 2.4 | — | ||||||||||||
| Inventory step-up amortization | — | — | 3.2 | — | ||||||||||||
| Separation costs | — | — | — | 45.0 | ||||||||||||
| Impairment of goodwill | — | 212.3 | — | — | ||||||||||||
| Impairment of trade names | — | 8.2 | — | — | ||||||||||||
| Corporate allocations | — | — | — | (0.8 | ) | |||||||||||
| Segment income | $ | 435.8 | $ | 347.6 | $ | 424.3 | $ | 423.6 | ||||||||
| Return on sales | 17.7 | % | 17.4 | % | 19.3 | % | 19.1 | % | ||||||||
| Net income (loss) – as reported | $ | 272.9 | $ | (47.2 | ) | $ | 222.7 | $ | 230.8 | |||||||
| Interest expense adjustment – pro forma | — | — | — | (5.6 | ) | |||||||||||
| Adjustments to operating income | 80.4 | 309.2 | 91.2 | 112.8 | ||||||||||||
| Pension and other post-retirement mark-to-market loss (gain) | (15.1 | ) | 8.7 | 27.3 | 7.0 | |||||||||||
| Loss on early extinguishment of debt | 15.2 | — | — | — | ||||||||||||
| Income tax adjustments | (20.4 | ) | (14.8 | ) | (32.8 | ) | (31.0 | ) | ||||||||
| Net income – as adjusted | $ | 333.0 | $ | 255.9 | $ | 308.4 | $ | 314.0 | ||||||||
| Diluted earnings (loss) per ordinary share | ||||||||||||||||
| Diluted earnings (loss) per ordinary share – as reported | $ | 1.61 | $ | (0.28 | ) | $ | 1.29 | $ | 1.28 | |||||||
| Three year compound annual growth rate | 7.9 | % | ||||||||||||||
| Adjustments | 0.35 | 1.78 | 0.49 | 0.46 | ||||||||||||
| Diluted earnings per ordinary share – as adjusted | $ | 1.96 | $ | 1.50 | $ | 1.78 | $ | 1.74 | ||||||||
| Three year compound annual growth rate | 4.0 | % | ||||||||||||||
nVent Electric plc
Reconciliation of cash from operating activities to free cash flow (Unaudited)
| In millions | 2021 | 2020 | 2019 | 2018 | ||||||||||||
| Net cash provided by (used for) operating activities | $ | 373.3 | $ | 344.0 | $ | 336.3 | $ | 343.5 | ||||||||
| Three year compound annual growth rate | 2.8 | % | ||||||||||||||
| Interest expense – pro forma | — | — | — | (5.6 | ) | |||||||||||
| Net cash provided by (used for) operating activities – pro forma | $ | 373.3 | $ | 344.0 | $ | 336.3 | $ | 337.9 | ||||||||
| Capital expenditures | (39.5 | ) | (40.0 | ) | (38.8 | ) | (39.5 | ) | ||||||||
| Proceeds from sale of property and equipment | 0.6 | 2.0 | 6.3 | 2.4 | ||||||||||||
| Free cash flow | $ | 334.4 | $ | 306.0 | $ | 303.8 | $ | 300.8 | ||||||||
| Three year compound annual growth rate | 3.6 | % | ||||||||||||||
| 2022 Proxy Statement | 79 |
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Post Consumer
Recycle Content
This proxy statement was printed on recycled paper, reflecting our dedication to protecting natural resources.
NVENT ELECTRIC PLC
C/O BROADRIDGE
51 MERCEDES WAY
EDGEWOOD, NY 11717
VOTE BY INTERNET - www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 p.m. Eastern Time on May 12, 2022. Have your proxy card in hand when you access the website and follow the instructions to obtain your records and to create an electronic voting instruction form.
ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. | |
VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions. Vote by 11:59 p.m. Eastern Time on May 12, 2022. Have your proxy card in hand when you call and then follow the instructions. | |
VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717 (which Broadridge will arrange to forward to nVent Electric plc’s registered address). In order to assure that your proxy card is tabulated in time to be voted at the Annual General Meeting, you must return your proxy card at the above address by 11:59 p.m. Eastern Time on May 12, 2022. |
| TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: | |
| D70410-P65349 | KEEP THIS PORTION FOR YOUR RECORDS |
| DETACH AND RETURN THIS PORTION ONLY |
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
| NVENT ELECTRIC PLC | |||||||||
| The Board of Directors recommends you vote FOR the following director nominees: | |||||||||
| 1. | By Separate Resolutions, Election of Director Nominees: | For | Against | Abstain | |||||
| Nominees: | |||||||||
| 1a. | Jerry W. Burris | o | o | o | |||||
| 1b. | Susan M. Cameron | o | o | o | |||||
| 1c. | Michael L. Ducker | o | o | o | |||||
| 1d. | Randall J. Hogan | o | o | o | |||||
| 1e. | Danita K. Ostling | o | o | o | |||||
| 1f. | Nicola Palmer | o | o | o | |||||
| 1g. | Herbert K. Parker | o | o | o | |||||
| 1h. | Greg Scheu | o | o | o | |||||
| 1i. | Beth A. Wozniak | o | o | o | |||||
| 1j. | Jacqueline Wright | o | o | o | |||||
| Please indicate if you plan to attend this meeting. | o | o | |||||||
| Yes | No | ||||||||
| The Board of Directors recommends you vote FOR the following proposals: | For | Against | Abstain | ||||||
| 2. | Approve, by Non-Binding Advisory Vote, the Compensation of the Named Executive Officers | o | o | o | |||||
| 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 | o | o | o | |||||
| 4. | Authorize the Board of Directors to Allot and Issue New Shares under Irish Law | o | o | o | |||||
| 5. | Authorize the Board of Directors to Opt Out of Statutory Preemption Rights under Irish Law | o | o | o | |||||
| 6. | Authorize the Price Range at which nVent Electric plc Can Re-allot Shares it Holds as Treasury Shares under Irish Law | o | o | o | |||||
| NOTE: To consider and act on such other business as may properly come before the Annual General Meeting or any adjournment. | |||||||||
| Any shareholder entitled to attend and vote at the Annual General Meeting of Shareholders may appoint one or more proxies, who need not be a shareholder of the Company. A proxy is required to vote in accordance with the instructions given to him or her. Completion of a form of proxy will not preclude a member from attending and voting at the meeting in person. | |||||||||
Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. |
| Signature [PLEASE SIGN WITHIN BOX] | Date | Signature (Joint Owners) | Date |
Important Notice Regarding the Availability of Proxy Materials for the
Annual General 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 at www.proxyvote.com.
| D70411-P65349 | ||
NVENT ELECTRIC PLC
Annual General Meeting of Shareholders
May 13, 2022 8:00 AM British Summer Time
This proxy is solicited
by the Board of Directors
The signatory, revoking any proxy heretofore given in connection with the Meeting, hereby appoints Beth A. Wozniak, Sara E. Zawoyski, Jon D. Lammers, and Shawna L. Fullerton or any of them (the “Proxies”), as proxies, each with the power to appoint his or her substitute, and hereby authorizes them to attend, speak and to vote at the Meeting, as designated on the reverse side of this card, all ordinary shares of nVent Electric plc that the signatory is entitled to vote at the Annual General Meeting of Shareholders to be held at the Four Seasons Hotel, Hamilton Place, Park Lane, London, England, W1J 7DR, and any adjournment or postponement thereof (the “Meeting”). If you wish to appoint as proxy any other person or persons, please contact the Corporate Secretary. In the event of other agenda items or proposals during the Meeting on which voting is permissible under Irish law, you instruct the Proxies, in the absence of other specific instructions, to vote the shares in accordance with the Board of Directors’ recommendations.
If the signatory is a participant in the nVent Management Company Retirement Savings and Investment Plan, the nVent Management Company Non-Qualified Deferred Compensation Plan, and/or the Pentair, Inc. Non-Qualified Deferred Compensation Plan (the “Plans”), the signatory hereby directs Fidelity Management Trust Company as Trustee of the Plans, to vote at the Meeting, as designated on the reverse side of this card, all of the ordinary shares of nVent Electric plc allocated to the signatory’s account in the Plans as of March 18, 2022.
If the signatory is a participant in the nVent Electric plc Employee Stock Purchase and Bonus Plan or the nVent Electric plc International Stock Purchase and Bonus Plan (the “Purchase Plans”), the signatory is revoking any proxy heretofore given in connection with the Meeting, hereby appoints the Proxies, or either of them, as proxies each with power to appoint his or her substitute, and hereby authorizes the Proxies to attend and to vote at the Meeting, as designated on the reverse side of this card, all of the ordinary shares of nVent Electric plc allocated to the signatory’s account in the Purchase Plans as of March 18, 2022.
This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors’ recommendations; provided, however, if no such direction is made regarding shares held in the Plans, this proxy will not be voted with respect to such shares.
Continued and to be signed on reverse side