DEF 14A of nVent Electric plc, Apr 2, 2024

DEF 14A of nVent Electric plc

Filed Apr 2, 2024 · FY20230001104659-24-042517

Open on EDGAR

  1. To Be Held May 17, 2024

    | EXECUTIVE COMPENSATION TABLES | 49 | | Summary Compensation Table | 49 | | Grants of Plan-Based Awards in 2023 | 51 | | Outstanding Equity Awards at December 31, 2023 | 52 | | 2023 Option Exercises and Stock Vested Table | 54 | | 2023 Pension Benefits | 54 | | Nonqualified Deferred Compensation Table | 55 | | Potential Payments Upon Termination or Change in Control | 56 | | Pay Ratio | 60 | | Pay versus Performance | 60 | | Risk Considerations in Compensation Decisions | 63 | | PROPOSAL 3 RATIFY, BY NON-BINDING ADVISORY VOTE, THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE INDEPENDENT AUDITOR OF NVENT ELECTRIC PLC AND TO AUTHORIZE, BY BINDING VOTE, THE AUDIT AND FINANCE COMMITTEE OF THE BOARD OF DIRECTORS TO SET THE AUDITOR’S REMUNERATION | 64 | | Vote Requirement | 64 | | Audit and Finance Committee Pre-approval Policy | 65 | | Fees Paid to the Independent Auditors | 65 | | AUDIT AND FINANCE COMMITTEE REPORT | 66 | | PROPOSAL 4 AUTHORIZE THE BOARD OF DIRECTORS TO ALLOT NEW SHARES UNDER IRISH LAW | 67 | | Vote Requirement | 67 | | PROPOSAL 5 AUTHORIZE THE BOARD OF DIRECTORS TO OPT OUT OF STATUTORY PREEMPTION RIGHTS UNDER IRISH LAW | 68 | | Vote Requirement | 68 | | PROPOSAL 6 AUTHORIZE THE PRICE RANGE AT WHICH NVENT ELECTRIC PLC CAN RE-ALLOT SHARES IT HOLDS AS TREASURY SHARES UNDER IRISH LAW | 69 | | Vote Requirement | 69 | | SECURITY OWNERSHIP | 70 | | QUESTIONS AND ANSWERS ABOUT THE ANNUAL GENERAL MEETING AND VOTING | 71 | | SHAREHOLDER PROPOSALS AND NOMINATIONS FOR THE 2025 ANNUAL GENERAL MEETING OF SHAREHOLDERS | 75 | | IRISH DISCLOSURE OF SHAREHOLDER INTERESTS | 76 | | 2023 ANNUAL REPORT ON FORM 10-K | 76 | | REDUCE DUPLICATE MAILINGS | 76 | | APPENDIX A – RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES | 77 |

  2. To Be Held May 17, 2024

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

  3. To Be Held May 17, 2024

    Our Board currently has ten members. On the recommendation of the Governance and Social Responsibility Committee, the Board has nominated each of the nine individuals named below for election for a one-year term expiring on completion of the 2025 Annual General Meeting and determined that effective simultaneously with the conclusion of the 2024 Annual General Meeting, the size of the Board will be set at nine directors. The term of Randall J. Hogan, a current Director, will expire at the 2024 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 nine director nominees for a term expiring on completion of the 2025 Annual General Meeting: Sherry A. Aaholm, Jerry W. Burris, Susan M. Cameron, Michael L. Ducker, Danita K. Ostling, Nicola Palmer, Herbert K. Parker, Greg Scheu, and Beth A. Wozniak.” Vote Requirement Under our Articles of Association, the election of each director nominee at this meeting 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.

  4. To Be Held May 17, 2024

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

  5. To Be Held May 17, 2024

    Director Nominees Standing for Election

  6. To Be Held May 17, 2024

    | Sherry A. Aaholm | | | | | | Ms. Aaholm is the Vice President and Chief Digital Officer of Cummins, Inc., a global power leader that designs, manufactures, distributes and services diesel, natural gas, electric and hybrid powertrains and powertrain-related components, having served in that role since 2021. Previously, she served as Vice President – Chief Information Officer of Cummins, Inc. from 2013 to 2021, and prior to that she served as Executive Vice President, Information Technology of FedEx Services from 1999 to 2012. Ms. Aaholm has over three decades of experience overseeing mission-critical information systems and a depth of experience in technology, cyber and information security, and development of digital and prognostic solutions for manufacturing and physical products. Ms. Aaholm also earned a graduate degree in sustainability. Ms. Aaholm has served on the board of directors of Old Dominion Freight Line, Inc. since 2018. Qualifications: Ms. Aaholm brings to our Board her decades of experience overseeing mission-critical information systems and her extensive experience in technology and cyber and information security, and development of digital/Internet of Things. Ms. Aaholm also holds a graduate degree in sustainability and our Board benefits from her wealth of knowledge in this area. | | Director since 2023 Age 61 Independent | | | | Committees | | | | | Audit and Finance | |

  7. To Be Held May 17, 2024

    | Jerry W. Burris | | | | | | 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. During his time with GE, Mr. Burris was also an active leader of GE’s African American Forum. Mr. Burris has served as a director of Midwest Can Company since 2017 and Mohawk Industries, Inc., a global flooring manufacturer, since 2022. During the past five years, Mr. Burris also previously served as a director of Fifth Third Bancorp. 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. | | Director since 2018 Age 60 Independent | | | | Committees: | | | | | Compensation and Human Capital (Chair) | | | | Governance and Social Responsibility | |

  8. To Be Held May 17, 2024

    | Susan M. Cameron (Lead Director) | | | | | | 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 Reynolds American Inc.’s 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. Qualifications: Ms. Cameron has considerable experience in the executive leadership and marketing functions of a public company. Ms. Cameron also brings to our Board strong leadership skills, marketing and brand leadership expertise, risk management and business continuity experience, and essential insights and perspectives regarding the strategic and operational opportunities and challenges of a global manufacturing business. | | Director since 2018 Age 65 Independent | | | | Committees: | | | | | Compensation and Human Capital | | | | Governance and Social Responsibility | |

  9. To Be Held May 17, 2024

    | Michael L. Ducker | | | | | | 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 serves as a director of Amway Corporation, a privately held direct selling business. During the past five years, Mr. Ducker also previously served as a director of U.S. Xpress Enterprises, Inc. and International Flavors & Fragrances Inc. 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. | | Director since 2018 Age 70 Independent | | | | Committees: | | | | | Compensation and Human Capital | | | | Governance and Social Responsibility (Chair) | |

  10. To Be Held May 17, 2024

    | Danita K. Ostling | | | | | | 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 to 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. Ms. Ostling has served as a director of Circle Internet Financial Limited, a global financial technology firm, since 2021, Varsity Brands, Inc., a privately held American apparel company, since 2022 and Dover Corporation, a diversified global manufacturer and solutions provider, since 2023. Qualifications: Ms. Ostling has extensive expertise in accounting and auditing, with significant experience consulting on complex accounting issues for large global companies and ESG reporting. She also brings to our board her subject matter expertise with respect to accounting and audit standards, risk management and compliance, and evaluation of cybersecurity breaches and potential accounting and financial controls impacts. | | Director since 2022 Age 63 Independent | | | | Committees: | | | | | Audit and Finance | |

  11. To Be Held May 17, 2024

    | Nicola Palmer | | | | | | Ms. Palmer is the retired Chief Technology Ambassador of Verizon Communications, Inc., a global provider of technology, communications, information and entertainment products and services, having served in that role from 2022 until her retirement in 2023. 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; evaluating acquisitions and investments to drive innovation; and cybersecurity, including governance, assessment, control evaluation, security engineering, incident response and on-going business continuity planning. | | Director since 2020 Age 56 Independent | | | | Committees:* | | | | | Compensation and Human Capital | | | | Governance and Social Responsibility | |

  12. To Be Held May 17, 2024

    Upon completion of the 2024 Annual General Meeting, Ms. Palmer will join the Compensation and Human Capital Committee and the Governance and Social Responsibility Committee. She is currently a member of the Audit and Finance Committee.

  13. To Be Held May 17, 2024

    | Herbert K. Parker | | | | | | 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. Mr. Parker has been appointed to serve as Chairman of the Board at TriMas Corporation effective at the TriMas Corporation 2024 annual meeting of shareholders. Qualifications: Mr. Parker has extensive experience in financial and asset management, accounting and audit, and Sarbanes-Oxley controls and 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. | | Director since 2018 Age 65 Independent | | | | Committees: | | | | | Audit and Finance (Chair) | |

  14. To Be Held May 17, 2024

    | Greg Scheu | | | | | | 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. | | Director since 2021 Age 62 Independent | | | | Committees: | | | | | Audit and Finance | |

  15. To Be Held May 17, 2024

    | Beth A. Wozniak (Chair) | | | | Ms. Wozniak has served as our Chair since 2023, and has served as our Chief Executive Officer since the 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 leader in intelligent climate and energy solutions. Ms. Wozniak has served as a director of Carrier Global Corporation since 2021, and in 2022 was named Vice Chair of the Board of Governors of the National Electrical Manufacturers Association (NEMA). Qualifications: Ms. Wozniak brings extensive experience in leading complex, global business operations, mergers and acquisitions, risk management and business continuity planning, and contributes leadership expertise and insights to our Board. | | Director since 2018 Age 59 | | | Chair since 2023 | |

  16. To Be Held May 17, 2024

    Director Independence The Board, based on the recommendation of the Governance and Social Responsibility Committee, determines the independence of each director and director nominee based upon the New York Stock Exchange, or NYSE, 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. Aaholm, Cameron, Ostling and Palmer, 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 (Chair of our Board and 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 2021 through 2023, were (a) less than the greater of $1 million or 2% of that organization’s consolidated gross revenues during each of 2023, 2022 and 2021; and (b) not of an amount or nature that impeded the director’s exercise of independent judgment.

  17. To Be Held May 17, 2024

    | Director | Relationship(s) Considered | | Ms. Aaholm | Vice President and Chief Digital Officer, Cummins, Inc. | | Ms. Palmer | Retired Chief Technology Ambassador, Verizon Communications Inc. |

  18. To Be Held May 17, 2024

    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 See “Overview of the Board” on page 11 for more information regarding other diverse characteristics. 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 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. Please see our director nominees’ biographies, which describe their respective experience, qualifications, attributes and skills relative to this list.

  19. To Be Held May 17, 2024

    | Experience/Qualifications/Attributes/Skills | Board Nominees | | | | | | | | | | | Aaholm | Burris | Cameron | Ducker | Ostling | Palmer | Parker | Scheu | Wozniak | | Cybersecurity | • | | | • | • | • | | | • | | Racial/Ethnic or Gender 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 | • | • | | • | | • | • | • | • | | Racial/Ethnic Diversity (self-identified) | | | | | | | | | | | Black/African American | | • | | | | | • | | | | Caucasian | • | | • | • | • | • | | • | • | | Gender | | | | | | | | | | | Male | | • | | • | | | • | • | | | Female | • | | • | | • | • | | | • | | Non-Binary | | | | | | | | | |

  20. To Be Held May 17, 2024

    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 2025 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 2025 Annual General Meeting of Shareholders” below for more information. 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. Each of our Board Committees focuses on specific risks within its respective area of responsibility, and our Board oversees our overall risk management process. For example: • our Audit and Finance Committee focuses on our internal controls, including those relating to information technology and cyber security, and discusses major enterprise-level risk exposures; • our Compensation and Human Capital Committee annually assesses potential risks arising from compensation programs and policies; and • our Governance and Social Responsibility Committee provides oversight regarding our general approach and strategy for addressing ESG matters and relevant risks. 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 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. Cybersecurity Risk Oversight nVent has implemented a comprehensive cybersecurity program designed to protect the confidentiality, integrity, and availability of our information systems and data. The program is aligned with the National Institute of Standards and Technology (NIST) Cybersecurity Framework and zero trust model, incorporates industry best practice standards, and includes policies, standards, procedures, controls and technology platforms that help manage cybersecurity risk. Our Board oversees cybersecurity risk management and is supported by the Audit and Finance Committee of the Board (the “Audit Committee”), which interacts with our executive leadership team, including our Chief Technology Officer and other members of management with respect to cybersecurity matters. The Board and the Audit Committee receive periodic reports from management on the effectiveness of the cybersecurity program and any material cybersecurity incidents that have occurred. The Board and the Audit Committee work with management to help ensure that our cybersecurity program is effective in addressing the risks associated with cybersecurity threats and are committed to continuously improving our cybersecurity program to stay ahead of emerging threats. As part of these efforts, our Chief Executive Officer, Beth Wozniak, has overseen cybersecurity risk assessments and participated in cyber “table top” simulations with both our executive leadership team and with our Board. Members of our Board have developed cybersecurity oversight experience outside of their membership on the nVent Board. For example: • in her current and prior roles with Cummins Inc., Ms. Aaholm has developed extensive knowledge with respect to cybersecurity regulations, risks and standards necessary to appropriately protect and secure company technology assets, including security assessments of third parties; • as a former public company auditor and member of other boards, Ms. Ostling has developed experience with respect to cybersecurity policy and governance, risk management, control evaluation and incident management; and in her prior roles, including with Verizon, Ms. Palmer has developed experience relating to cybersecurity governance, assessment, control evaluation, security engineering, incident response and on-going business continuity planning. ESG Oversight 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, including climate-related risks and opportunities. The charter of our Board’s Governance and Social Responsibility Committee describes its role in overseeing ESG matters, which includes climate-related matters. The charter of our Compensation and Human Capital Committee defines its role in overseeing our human resources and compensation strategies and goals, including those related to company culture, inclusion and diversity. The charter of our Audit and Finance Committee describes its role in reviewing the adequacy and effectiveness of our internal controls, which include those relating to ESG reporting matters. nVent management regularly presents to our Board on ESG matters, and the members of our Board have experience relating to ESG matters from their respective careers as executives and directors responsible for or overseeing ESG matters. For example: • our Chair and Chief Executive Officer, Ms. Wozniak, is instrumental in our ESG goal-setting process and assessing our progress and initiatives, and staying abreast of ESG-related regulations and reporting requirements. Ms. Wozniak actively engages in the creation of our ESG report, and in her role as an outside director has been involved in the review of ESG initiatives and progress; •

  21. To Be Held May 17, 2024

    Ms. Aaholm holds a master’s degree in sustainability from the University of Wisconsin and has extensive experience developing leadership programs. She supports and champions numerous diversity and ESG programs focused, for example, on addressing the talent and diversity gap in technology and on accelerating gender equality; and • Mr. Ducker had extensive involvement in ESG oversight and management during his career with Fedex, and was a catalyst in these efforts by serving on the first sustainability committee at Fedex. Our ESG governance structure is shown below, and we continue to take steps to further integrate ESG considerations into our strategic planning and risk-management efforts. 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). 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 2023. To our knowledge, no related person transactions are currently proposed. Board Structure and Processes We and our Board are committed to the highest standards of corporate governance and ethics. As part of this commitment, the Board has adopted a set of Corporate Governance Principles that sets out our policies on: • selection and composition of the Board; • Board leadership; • Board composition and performance; • responsibilities of the Board; • the Board’s relationship to senior management; • meeting procedures; • Committee matters; and • leadership development. The Board regularly reviews and, if appropriate, revises the Corporate Governance Principles and other governance instruments, including the charters of its Audit and Finance, Compensation and Human Capital and Governance and Social Responsibility Committees, in accordance with rules of the Securities and Exchange Commission, or SEC, 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 Board Leadership Structure We do not have a policy requiring the positions of Chair 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 Chair of the Board and Chief Executive Officer. Ms. Wozniak served as our Chief Executive Officer and Mr. Hogan served as our Chairman until the conclusion of our 2023 Annual General Meeting, when Ms. Wozniak assumed the role of Chair. The Board believes that the current leadership structure works well for a number of reasons, including: • we historically have had a super-majority of independent directors; • we historically have had an independent member of the Board serve as our Lead Director (see below); • our Lead Director has served as an effective communication channel, both between the independent Board members and the Chief Executive Officer as well as among the independent Board members; and • our non-management directors meet in executive session without the Chief Executive Officer present at every regular meeting of the Board. Ms. Cameron serves as our independent Lead Director. Our practice is for our Board to annually select an independent Lead Director whenever the Chair is not an independent director. The Lead Director has the responsibilities set forth in the Corporate Governance Principles, including: • chairing the Board in the absence of the Chair; • presiding over executive sessions of the Board when the Chair is an employee of our company; • in conjunction with the Chair of the Compensation and Human Capital Committee and, when the Chair is not the Chief Executive Officer, the Chair, reporting to the Chief Executive Officer on the Board’s annual review of her performance; • in conjunction with the Chair, approving the agenda for Board meetings and Board meeting schedules to assure sufficient time for discussion of all agenda items; • in conjunction with the Chair and Committee Chairs, approving information sent to the Board and ensuring an appropriate flow of information to the Directors; • holding one-on-one discussions with individual directors where requested by directors or the Board; • calling meetings of the independent directors; • serving as a liaison between the Chair and the independent directors; • if requested by major shareholders, ensuring that the Lead Director, after consultation with the Chief Executive Officer, is available for consultation and direct communication; and • carrying out other duties as requested by the Board. Board and Committee Self-Assessments

  22. To Be Held May 17, 2024

    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 Chair, 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, Chair 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. Committees of the Board The Board has three standing committees comprised solely of independent directors: the Audit and Finance Committee, the Compensation and Human Capital Committee and the Governance and Social Responsibility Committee. The committee members generally also meet in executive session without management present at each meeting. The number of meetings of the Board and each committee held during 2023 is presented below.

  23. To Be Held May 17, 2024

    | 5Meetings of the nVent Board of Directors | | | | 9 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 |

  24. To Be Held May 17, 2024

    Audit and Finance Committee

  25. To Be Held May 17, 2024

    | Members: Herbert K. Parker (Chair), Sherry A. Aaholm Danita K. Ostling, Nicola Palmer and Greg Scheu. Upon completion of the 2024 Annual General Meeting, Nicola Palmer will leave the Audit and Finance Committee and join the Compensation and Human Capital and Governance and Social Responsibility Committees. All current and proposed members have been determined to be independent under SEC and NYSE rules. | Role: The Audit and Finance Committee is responsible for, among other things, assisting our Board with oversight of our accounting and financial reporting processes, oversight of our financing strategy, investment policies and financial condition, audits of our financial statements, and monitoring the effectiveness of our systems of internal control (including information technology and cyber security 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 cyber 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 Mr. Parker and Ms. Ostling qualifies as an “audit committee financial expert” under SEC standards. |

  26. To Be Held May 17, 2024

    Compensation and Human Capital Committee

  27. To Be Held May 17, 2024

    | Members: Jerry W. Burris (Chair), Susan M. Cameron, Michael L. Ducker and Randall J. Hogan. Upon completion of the 2024 Annual General Meeting, Nicola Palmer will leave the Audit and Finance Committee and join the Compensation and Human Capital and Governance and Social Responsibility Committees. All current and proposed members have been determined to be independent under SEC and NYSE rules. | Role: The Compensation and Human Capital Committee sets and administers our executive compensation. This includes establishing and reviewing executive base salaries and administering cash bonus and equity-based compensation under the nVent Electric plc 2018 Omnibus Incentive Plan. The Committee also sets the Chief Executive Officer’s compensation based on the Board’s annual evaluation of her performance. In addition, 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. |

  28. To Be Held May 17, 2024

    Governance and Social Responsibility Committee

  29. To Be Held May 17, 2024

    | Members: Michael L. Ducker (Chair), Jerry W. Burris, Susan M. Cameron and Randall J. Hogan. Upon completion of the 2024 Annual General Meeting, Nicola Palmer will leave the Audit and Finance Committee and join the Compensation and Human Capital and Governance and Social Responsibility Committees. All current and proposed 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. |

  30. To Be Held May 17, 2024

    Attendance at Meetings The Board held five meetings in 2023. 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 2023, with an average attendance of 100%. All directors attended the 2023 Annual General Meeting, other than Ms. Wright, whose service ended on the day of the 2023 Annual General Meeting. Ms. Cameron attended by telephone. Director Compensation Director compensation is recommended by the Compensation and Human Capital Committee and approved by the Board. We use a combination of cash and equity-based incentive compensation to attract and retain qualified directors. Compensation of our directors reflects our belief that a significant portion of directors’ compensation should be tied to long-term growth in shareholder value. Ms. Wozniak, our Chief Executive Officer, is our only employee director; she receives no separate compensation for her Board service. Directors do not receive fees for meeting attendance. 2023 Director Retainers The annual cash retainers for non-employee directors’ service on the Board and Board committees in 2023, which were paid on quarterly basis, were as follows:

  31. To Be Held May 17, 2024

    | Board Retainer | $85,000 | | Chair 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 |

  32. To Be Held May 17, 2024

    In December 2023, WTW 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). The Compensation and Human Capital Committee recommended, and the Board approved, an increase to the Governance and Social Responsibility Chair retainer from $12,000 to $15,000 for 2024. 2023 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 $145,000 in 2023. During its December 2023 review of director compensation with WTW, the Compensation and Human Capital Committee recommended that the Board increase the amount of the annual grant, effective in connection with the 2024 grants, from $145,000 to $150,000. 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. Once a director achieves the target ownership level, the director is deemed thereafter to have satisfied ownership guideline, regardless of changes in the price of nVent ordinary shares, until the director disposes of any shares, after which compliance will be re-measured. All directors have met their ownership guideline as of December 31, 2023, except for Ms. Aaholm and Ms. Ostling, who were elected in 2023 and 2022, respectively, and are on track to meet the guideline within 5 years after their initial election or appointment as a director. Director Compensation Table The table below summarizes the compensation that we paid to non-employee directors for 2023.

  33. To Be Held May 17, 2024

    | (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 ($) | | Sherry Aaholm | 62,020 | 144,994 | — | — | — | — | 207,014 | | Jerry W. Burris | 115,000 | 144,994 | — | — | — | — | 259,994 | | Susan M. Cameron | 130,000 | 144,994 | — | — | — | — | 274,994 | | Michael L. Ducker | 112,000 | 144,994 | — | — | — | — | 256,994 | | Randall J. Hogan | 145,486 | 144,994 | — | — | — | — | 290,480 | | Danita K. Ostling | 97,500 | 144,994 | — | — | — | — | 242,494 | | Nicola Palmer | 97,500 | 144,994 | — | — | — | — | 242,494 | | Herbert K. Parker | 117,500 | 144,994 | — | — | — | — | 262,494 | | Greg Scheu | 97,500 | 144,994 | — | — | — | — | 242,494 | | Jacqueline Wright | 36,389 | 0 | — | — | — | — | 36,389 |

  34. To Be Held May 17, 2024

    (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 2023. The assumptions made in valuing stock awards for 2023 are included in Note 15 to our Consolidated Financial Statements in our 2023 Annual Report on Form 10-K and such information is incorporated by reference. As of December 31, 2023, each then-serving non-employee director had the unvested restricted stock units shown in the table below.

  35. To Be Held May 17, 2024

    | Name | Unvested Restricted Stock Units | | Sherry Aaholm | 3,515 | | Jerry W. Burris | 3,515 | | Susan M. Cameron | 3,515 | | Michael L. Ducker | 3,515 | | Randall J. Hogan | 3,515 | | Danita K. Ostling | 3,515 | | Nicola Palmer | 3,515 | | Herbert Parker | 3,515 | | Greg Scheu | 3,515 |

  36. To Be Held May 17, 2024

    We have not granted stock options to our non-employee directors. As of December 31, 2023, the following then-serving non-employee directors had the following outstanding stock options: Jerry W. Burris — 15,810; and Randall J. Hogan — 693,755. 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. Executive Compensation

  37. Jerry W. Burris, Chair Susan M. Cameron Michael L. Ducker Randall J. Hogan

    | | Our sales during 2023 were $3,264 million, up 12% compared to $2,909 million in 2022. Sales is a key metric in our Management Incentive Plan, detailed beginning on page 40. |

  38. Jerry W. Burris, Chair Susan M. Cameron Michael L. Ducker Randall J. Hogan

    | 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 business 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 |

  39. Jerry W. Burris, Chair Susan M. Cameron Michael L. Ducker Randall J. Hogan

    | | Comprehensive compensation recovery policy that applies to annual incentive and equity compensation | | | Rigorous stock ownership requirements and holding periods | | | Targets for performance metrics aligned to financial goals communicated to shareholders | | | Alignment of pay and shareholder performance | | | Engagement of an independent compensation consultant | | | Limited perquisites |

  40. Jerry W. Burris, Chair Susan M. Cameron Michael L. Ducker Randall J. Hogan

    | | No excise tax gross-ups on change in control payments | | | No hedging or pledging transactions by executive officers involving our ordinary shares | | | No backdating or repricing of stock options | | | No liberal share recycling under stock incentive plan | | | No delivery or payment of dividends on unvested equity awards | | | No multi-year compensation guarantees | | | No employment contracts | | | No “single trigger” change in control equity vesting (starting in December 2022) or severance |

  41. Jerry W. Burris, Chair Susan M. Cameron Michael L. Ducker Randall J. Hogan

    Shareholder Engagement Initiatives and Say on Pay We value investor feedback and continue to seek feedback through engagement initiatives to align our executive compensation programs with shareholder expectations. We view shareholder engagement as an important and continuous cycle. Throughout 2023, we continued our shareholder engagement initiative pursuant to which members of the Board and management met with shareholders representing approximately 26% 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 2023 advisory vote on the compensation of our Named Executive Officers (“Say-on-Pay”), approximately 96% of the votes cast by our shareholders were cast in favor of our executive compensation “Say-on-Pay.” Given the support we received from shareholders, we did not undertake any material changes to our executive compensation program in response to this vote. 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. We heard the following themes from our shareholders during our engagement initiatives in 2023: • Our executive compensation program reflects pay-for-performance utilizing industry market practices and is aligned with our strategic objectives • Continued positive feedback on the inclusion of the Environmental, Social, and Governance (ESG) Scorecard in our annual incentive plan • Support for the updated change in control provision included in our equity-based award agreements for any awards granted after December 11, 2022 to provide for double trigger vesting of any awards upon a change in control Comparative Framework In setting compensation for our executive officers, including our Named Executive Officers, the Compensation and Human Capital Committee uses competitive compensation data from an annual total compensation study of selected peer companies (our “Comparator Group”) and other relevant survey sources to inform its decisions about overall compensation opportunities and specific compensation elements. Additionally, the Committee uses multiple reference points when establishing targeted compensation levels. The Committee applies judgment and discretion in establishing targeted pay levels, taking into account not only competitive market data, but also factors such as company, business segment and individual performance, scope of responsibility, critical needs and skill sets, experience, leadership potential and succession planning. The Committee selects companies for inclusion in the Comparator Group based on several important criteria: • 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. The Committee worked with WTW to develop our Comparator Group for use in setting target compensation for 2023 for our executive officers, including our Named Executive Officers. Our Comparator Group for 2023 included the following 20 peer companies, which had revenues ranging from approximately $1.5 billion to $6.2 billion, with median revenues of approximately $3.4 billion:

  42. Jerry W. Burris, Chair Susan M. Cameron Michael L. Ducker Randall J. Hogan

    The Comparator Group used for 2023 reflected the replacement of Colfax Corporation (n/k/a Enovis Corporation) with ESAB Corporation, a company that became a stand-alone publicly traded entity through a separation from Colfax Corporation in 2022. The Committee did not make changes to the Comparator Group following its annual review in 2023 in preparation for setting 2024 compensation. Compensation Program Elements We have three elements of total direct compensation: base salary, annual incentives and long-term incentives, which are described below. We also provide limited perquisites (see page 45) and standard retirement and health and welfare benefits (see page 46). 2023 Target Direct Compensation Mix(1) (1) Target Direct Compensation Mix for our Named Executive Officers was calculated using their December 31 base salary, 2023 target annual incentive compensation and 2023 target long-term incentive compensation. Base Salaries We provide each Named Executive Officer with a fixed base salary. In setting base salaries, the Compensation and Human Capital Committee generally references comparable positions at peer companies based on available market data, which include published survey data and proxy statement data for our Comparator Group. The Committee considers compensation at comparable companies, and does not set base salaries based on a particular peer group benchmark or any single factor. Differences in base salaries among the Named Executive Officers are determined by the Committee based on numerous factors such as competitive conditions for the Named Executive Officer’s position within the Comparator Group and in the broader employment market, as well as the Named Executive Officer’s level of responsibility, experience and individual performance. Following a detailed review of each Named Executive Officer’s base salary prior to 2023, the Committee approved the following 2023 base salaries effective as of March 1, 2023 to reflect their performance, responsibility, and market competitiveness:

  43. Jerry W. Burris, Chair Susan M. Cameron Michael L. Ducker Randall J. Hogan

    | Performance Measure | Weight (%) | Threshold (Required for any payout; payouts begin at 50%) | Target (100% payout) | Maximum Performance (200% payout) | | Revenue (gross sales less applicable deductions for discounts, returns, and price adjustments) | 30 | $2,843 million | $3,057 million | $3,271 million | | Adjusted Earnings Per Share | 30 | $2.32 | $2.61 | $2.90 | | Free Cash Flow (cash from operating activities less capital expenditures, plus proceeds from sale of property and equipment) | 25 | $351 million | $413 million | $496 million | | ESG Scorecard | 15 | See following chart | | |

  44. Jerry W. Burris, Chair Susan M. Cameron Michael L. Ducker Randall J. Hogan

    The 2023 ESG Scorecard was weighted at 15% of the total potential payout for all MIP participants, including our Named Executive Officers. The metrics selected for the scorecard were intended to help drive progress towards the ESG goals disclosed in our ESG Report. ESG is an essential part of our business strategy and we are dedicated to continuously improving our efforts. Our scorecard focuses on quantitative measures to help drive year-over-year improvement in the following categories:

  45. Jerry W. Burris, Chair Susan M. Cameron Michael L. Ducker Randall J. Hogan

    | Category | | • Inclusion Index score from our engagement survey and two pulse surveys — This was selected to reinforce the importance of a company culture that is inclusive and where our employees are engaged. | | • 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 population — This ties directly to our 2025 People goal of increasing representation of women in management globally by 20% by 2025. As disclosed in the ESG Scorecard Measure table under the heading “Payouts”, approximately 28% of our global professional and management employees were female as of December 31, 2023. Gender representation in the ESG Scorecard considers all professional and management employees based on our internal career streams, and is not limited to EEO-1 categories. | | • U.S. racial representation for our professional population — 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 ESG Scorecard Measure table under the heading “Payouts”, approximately 22% of our U.S. professional and management employees were racially diverse as of December 31, 2023. Racial representation in the ESG Scorecard considers all professional and management employees based on our internal career streams, and is not limited to EEO-1 categories. | | • Reduction in Scope 1 and Scope 2 CO2 Emissions — This ties directly to our 2030 Planet goal of achieving a 25% reduction in Scope 1 and Scope 2 greenhouse gas emissions. Reducing our carbon emissions and using more green energy are important steps we are taking to combat global climate change. |

  46. Jerry W. Burris, Chair Susan M. Cameron Michael L. Ducker Randall J. Hogan

    | ESG Scorecard Measure | Weight (%) | Threshold (Required for any payout; payouts begin at 50%) | Target (100% payout) | Maximum Performance (200% payout) | | Employee engagement survey scores for inclusion index | 20 | 72 | 73 | 74 | | Percentage of global professional slates that have diverse candidates | 20 | 75% | 85% | 95% | | Increase in gender diversity of our global professional population | 20 | 3% growth | 5% | 7% | | Increase in racial diversity of our U.S. professional population | 20 | 6% growth | 8% | 10% | | Reduction in Scope 1 and Scope 2 CO2 Emissions(1) | 20 | 3% reduction | 7% | 12% |

  47. Jerry W. Burris, Chair Susan M. Cameron Michael L. Ducker Randall J. Hogan

    (1) Operational improvements required for payout above target. Excludes our 2023 acquisitions because they were not part of the original baseline established in 2022. 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. 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 2023, actual results as measured by the performance goals under the MIP for each of our Named Executive Officers were as follows:

  48. Jerry W. Burris, Chair Susan M. Cameron Michael L. Ducker Randall J. Hogan

    | Financial Performance Measure | Weight (%) | 2023 Results | Payout (%) | Weighted Payout (%) | | Revenue (As Adjusted for factors specified below) | 30 | $3,002 million | 87% | 26% | | Adjusted EPS (As Adjusted for factors specified below) | 30 | $3.06 | 200% | 60% | | Free Cash Flow | 25 | $465 million | 162% | 41% | | Total for Financial Performance | 85 | | 149% | 127% |

  49. Jerry W. Burris, Chair Susan M. Cameron Michael L. Ducker Randall J. Hogan

    | ESG Scorecard Measure | Weight (%) | 2023 Results | Payout (%) | Weighted Payout (%) | | Employee engagement survey scores for inclusion index | 3 | 72 | 50% | 2% | | Percentage of global professional slates that have diverse candidates | 3 | 86% | 110% | 3% | | Increase in gender diversity of our global professional population | 3 | 4.8% growth (27.96%) | 96% | 3% | | Increase in racial diversity of our U.S. professional population | 3 | 2.1% loss (22.01%) | 0% | 0% | | Reduction in Scope 1 and Scope 2 CO2 Emissions | 3 | 9.1% reduction | 142% | 4% | | Total for Non-Financial Performance | 15 | | 80% | 12% |

  50. Jerry W. Burris, Chair Susan M. Cameron Michael L. Ducker Randall J. Hogan

    | | Payout as a % of Target (%) | | Total MIP Payout | 139% |

  51. Jerry W. Burris, Chair Susan M. Cameron Michael L. Ducker Randall J. Hogan

    Adjustments to revenue for factors specified in MIP included foreign exchange impact ($9 million) and revenue contributed from acquisitions ($253 million). Adjustments to EPS for factors specified in the MIP included: restructuring and other charges ($13 million), intangible asset amortization ($90 million), certain acquisition related costs ($13 million), inventory step-up amortization ($18 million), pension mark-to-market loss ($14 million), gain on sale of investment (-$10 million), amortization of bridge financing debt issuance costs ($4 million), and income tax adjustments (-$193 million). Based on the foregoing, the Named Executive Officers received the MIP payouts that are reflected in the “Non-Equity Incentive Plan Compensation” column 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 Incentive Compensation We believe the long-term incentive compensation is an important element of executive compensation tied to building and sustaining our company’s value through ordinary share performance over time. 2023 Long-Term Incentive Awards The mix of long-term incentive award types for our Named Executive Officers in 2023 was as follows:

  52. Jerry W. Burris, Chair Susan M. Cameron Michael L. Ducker Randall J. Hogan

    | Equity Mix | 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. |

  53. Jerry W. Burris, Chair Susan M. Cameron Michael L. Ducker Randall J. Hogan

    Consistent with that approach, in 2023, the Committee referenced benchmark data (including compensation surveys, Comparator Group information, and other data provided by WTW) 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 2023 long-term incentive compensation awards granted to the Named Executive Officers:

  54. Jerry W. Burris, Chair Susan M. Cameron Michael L. Ducker Randall J. Hogan

    The Committee approved in February 2023 the elements and mix of long-term incentive compensation granted effective March 1, 2023 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 2023, 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 2023 relating to the 2023-2025 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 2023 are as follows:

  55. Jerry W. Burris, Chair Susan M. Cameron Michael L. Ducker Randall J. Hogan

    | Metric | Weight | Threshold (50% payout) | Target (100% payout) | Superior Performance (200% payout) | | Relative TSR | 100.0% | 25th percentile | 50th percentile | 75th percentile |

  56. Jerry W. Burris, Chair Susan M. Cameron Michael L. Ducker Randall J. Hogan

    Payouts are interpolated for performance between threshold and target and between target and maximum. If performance share units are earned but absolute TSR is negative, the amount of shares earned cannot exceed target payout. • 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 2023 are reflected under “Executive Compensation Tables-Grants of Plan-Based Awards in 2023.” The value of restricted stock units that vested for each Named Executive Officer in 2023 and the value of options exercised by each Named Executive Officer in 2023 are shown in the table under “Executive Compensation Tables-2023 Option Exercises and Stock Vested Table.” Achievement under 2021-2023 PSUs The Committee granted stock settled performance share units to the Named Executive Officers in 2021, relating to the three-year performance period 2021-2023. 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 2021-2023 performance period was TSR relative to the S&P 400 Industrials. 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 2021-2023 performance period as reflected in the chart below:

  57. Jerry W. Burris, Chair Susan M. Cameron Michael L. Ducker Randall J. Hogan

    | Metric | Weight | Threshold (50% payout) | Target (100% payout) | Maximum (200% payout) | Result | Payout | | TSR Relative to the S&P 400 Industrials | 100% | 25th percentile | 50th percentile | 75th percentile | 97th percentile | 200% |

  58. Jerry W. Burris, Chair Susan M. Cameron Michael L. Ducker Randall J. Hogan

    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. Each of our Named Executive Officers is also eligible to receive an annual reimbursement up to $350 for costs incurred for identity theft protection services. We also make charitable contributions to registered nonprofit organizations on behalf of each of our Named Executive Officers. Other than with regard to the charitable contributions, these benefits are generally provided with little or no incremental cost to the Company. Stock Ownership Guidelines The Compensation and Human Capital Committee has established stock ownership guidelines for the Named Executive Officers and other executives to motivate them to become significant shareholders, to further encourage long-term performance and growth, and to align their interests with those of shareholders. The Compensation and Human Capital Committee monitors executives’ compliance with these guidelines and periodically reviews the definition of “stock ownership” to reflect the practices of companies in the Comparator Group. “Stock ownership” currently includes ordinary shares owned by the officer both directly and indirectly, the pro-rated portion of the officer’s unvested restricted stock units, shares held by the officer in his or her qualified retirement plan account, and shares acquired under our employee stock purchase plan. Stock ownership does not include performance share units until they are earned at the end of the performance period. The Committee determined that, over a period of five years from appointment, certain executives should accumulate and hold ordinary shares equal to specified multiples of base salary. Once the executive has achieved the target ownership level, the executive will be deemed thereafter to have satisfied the target ownership level, regardless of changes in the price of the ordinary shares, until such time as the executive disposes of any shares, after which compliance will be re-measured. The multiples of base salary required by the guidelines are as follows:

  59. Jerry W. Burris, Chair Susan M. Cameron Michael L. Ducker Randall J. Hogan

    All Named Executive Officers have met their respective ownership guideline as of December 31, 2023. Equity Holding Policy We maintain an equity holding policy under which executive officers subject to our stock ownership guidelines are required to retain 100% of the net number of shares acquired under equity awards until the ownership guidelines are satisfied. This policy may be waived to the extent its application to any individual executive officer would cause undue hardship to the executive officer. Compensation Recovery Policy During 2023, we adopted an updated compensation recovery policy designed to comply with the SEC’s recently issued regulations and the implementing New York Stock Exchange listing standards. This policy provides that, if we are required to prepare a qualifying accounting restatement, then, unless an exception applies, we will recover reasonably promptly the excess of (1) the amount of incentive-based compensation received by a person who served as a covered officer at any time during the applicable performance period during the three completed years immediately preceding the date we are required to prepare the accounting restatement over (2) the amount that would have been received had it been determined based on the restated financials. In addition, all nVent employees who receive incentive compensation under the nVent Electric plc 2018 Omnibus Plan are subject to an additional forfeiture policy that requires forfeiture or cancellation of all awards and grants of every type, whether or not then vested on the employee’s last day of service if the employee’s termination was due to (a) a material violation of our policies, including any policy contained in our Code of Business Conduct, (b) embezzlement from, or theft of property belonging to us or any of our affiliates, (c) willful failure to perform, or gross negligence in the performance of, or failure to perform, assigned duties, or (d) other intentional misconduct whether related to employment or otherwise, which has, or has the potential to have, a material adverse effect on our business or the business of our affiliates. Policy Prohibiting Hedging and Pledging We maintain a policy that prohibits our employees, including executive officers, directors, their family members and anyone designated to engage in securities transactions on their behalf from engaging in hedging or pledging transactions involving our ordinary shares or other nVent securities. This policy prohibits purchasing financial instruments, including prepaid variable forward contracts, equity swaps and collars, or otherwise engaging in transactions, that hedge or offset, or are designed to hedge or offset, any decrease in the market value of nVent securities. Transactions designed to facilitate portfolio diversification, such as exchange funds, are permitted for non-management directors but not employees. Retirement and Other Benefits Our Named Executive Officers and other eligible executives and employees may participate in a qualified retirement plan and a nonqualified deferred compensation plan, both of which are described below. Ms. Wozniak is also eligible to participate in a Supplemental Executive Retirement Plan, which is described below under “Executive Compensation Tables — Pension Benefits.” We also provide other benefits such as medical, dental, life insurance and disability coverage to substantially all of our full-time U.S. salaried employees, including the Named Executive Officers. We aim to provide employee and executive benefits at levels that reflect competitive market levels. Qualified Retirement Plan For 2023, 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. For 2023, we matched an amount equal to one dollar for each dollar contributed to the nVent RSIP by participating employees on the first 5% of their regular earnings to incent employees to make contributions to our retirement plan. The nVent RSIP limits the amount of cash compensation considered for contribution purposes to the maximum imposed by the Code, which was $330,000 in 2023. 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.” 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 $232,500 in 2023. 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 $330,000 in 2023, 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. 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

  60. Jerry W. Burris, Chair Susan M. Cameron Michael L. Ducker Randall J. Hogan

    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 were granted before December 11, 2022 and are unvested become fully vested; all performance awards (other than annual incentive awards) that were granted before December 11, 2022 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). In December 2022, the Compensation and Human Capital Committee approved an update to the change-in-control provision included in our equity-based award agreements for any awards granted after December 11, 2022 to provide for double trigger vesting of such awards on a change in control, such that vesting will not be accelerated to the extent the awards are assumed or substituted for by the acquirer in the transaction. If an outstanding award is not assumed or substituted for upon a change in control, the award will become immediately vested. • 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, to the extent permissible under applicable law, they agree to comply with customary restrictive covenants, in the case of our Named Executive Officers, for 24 months. Impact of Tax Considerations The Compensation and Human Capital Committee considers the tax deductibility of the compensation it approves for its Named Executive Officers, including the $1 million deduction limit imposed by Section 162(m) of the Code. The Committee intends to set compensation for our executive officers at levels it believes are necessary to attract, motivate, retain and reward executives, even if a portion of such compensation is not deductible as a result of Section 162(m). The Committee also considers the impact of other tax provisions, such as the restrictions on deferred compensation set forth in Section 409A of the Code, and attempts to structure compensation in a tax-efficient manner, both for the Named Executive Officers and for our company. Compensation Consultant During 2023, the Compensation and Human Capital Committee continued to retain WTW, 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 WTW and the individual representatives of WTW who served as the Committee’s consultants based on the factors required by the NYSE. The only other services provided by WTW in 2023 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, WTW advises the Committee in implementing and overseeing appropriate compensation programs and policies. As part of this process, WTW 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 WTW provides address the structure of the compensation programs maintained by the Comparator Group companies as well as the amount of compensation they provide. WTW provides guidance on industry best practices and compensation program design, and advises the Committee in determining the Comparator Group and appropriate ranges for base salaries, annual incentives and equity compensation for each senior executive position. Evaluating the Chief Executive Officer’s Performance

  61. Jerry W. Burris, Chair Susan M. Cameron Michael L. Ducker Randall J. Hogan

    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 Chair of the Committee and the Lead Director lead 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 Chair of the Committee and the Lead Director review the final performance rating results and commentary with the Chief Executive Officer. The Committee takes the performance rating and financial data into account in determining the Chief Executive Officer’s compensation and the approval of goals and objectives for the Chief Executive Officer for the following year. Equity Award Practices As a rule, the Committee grants awards to newly hired or promoted executives that are effective the earlier of the 10th of the month following the date of hire or promotion or the 10th of the month following the date of the Committee meeting at which the grant is approved. If the 10th 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. Under our current process, 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 $3,000,000 total for 2023. The Chief Executive Officer provides a summary report to the Committee 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. Summary Compensation Table The table below summarizes the total compensation paid to or earned by each of the Named Executive Officers for the years ended December 31, 2021, 2022 and 2023.

  62. Jerry W. Burris, Chair Susan M. Cameron Michael L. Ducker Randall J. Hogan

    | (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 ($)(1)(4) | Change in Pension Value and Non-Qualified Deferred Compensation Earnings ($)(5) | All Other Compensation ($)(6) | Total Compensation ($)(1) | | Beth A. Wozniak Chair and Chief Executive Officer | 2023 | 1,012,072 | — | 3,937,473 | 1,312,499 | 1,773,015 | 827,825 | 49,972 | 8,912,856 | | | 2022 | 962,871 | — | 3,750,017 | 1,250,000 | 1,891,500 | — | 58,027 | 7,912,415 | | | 2021 | 913,535 | — | 5,774,738 | 1,225,001 | 2,004,174 | 717,005 | 16,890 | 10,651,343 | | Sara E. Zawoyski Executive Vice President and Chief Financial Officer | 2023 | 545,021 | — | 1,049,984 | 349,997 | 688,050 | — | 44,240 | 2,677,292 | | | 2022 | 515,020 | — | 1,012,524 | 337,501 | 648,960 | — | 36,120 | 2,550,125 | | | 2021 | 477,519 | — | 1,437,401 | 312,501 | 690,900 | — | 15,258 | 2,933,579 | | Joseph A. Ruzynski President of Enclosures | 2023 | 505,170 | — | 750,001 | 250,003 | 638,010 | — | 38,501 | 2,181,685 | | | 2022 | 477,102 | — | 637,503 | 212,504 | 600,163 | — | 36,988 | 1,964,260 | | | 2021 | 449,017 | — | 906,198 | 193,749 | 645,780 | — | 12,837 | 2,207,581 | | Jon D. Lammers Executive Vice President, General Counsel and Secretary | 2023 | 521,687 | — | 674,960 | 224,996 | 583,800 | — | 50,622 | 2,056,065 | | | 2022 | 502,019 | — | 599,993 | 199,997 | 590,850 | — | 37,840 | 1,930,699 | | | 2021 | 482,199 | — | 1,062,430 | 187,498 | 640,892 | — | 16,170 | 2,389,189 | | Aravind Padmanabhan Executive Vice President and Chief Technology Officer | 2023 | 495,436 | — | 674,960 | 224,996 | 556,000 | — | 31,509 | 1,982,901 | | | 2022 | 468,768 | — | 525,017 | 175,004 | 589,680 | — | 40,027 | 1,798,496 |

  63. Jerry W. Burris, Chair Susan M. Cameron Michael L. Ducker Randall J. Hogan

    | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | Year | Summary Compensation Table Total for PEO ($)(1) | Compensation Actually Paid to PEO ($)(2) | Average Summary Compensation Table Total for Non-PEO NEOs ($)(3) | Average Compensation Actually Paid to Non-PEO NEOs ($)(2) | Value of Initial Fixed $100 Investment Based On: | | Net Income (in millions) | Adjusted Revenue(4) (in millions) | | | | | | | nVent TSR | Peer group (S&P 400 Industrials TSR) | | | | 2023 | 8,912,856 | 22,465,509 | 2,224,486 | 4,914,622 | $254 | $174 | $567 | $3,002 | | 2022 | 7,912,415 | 11,421,671 | 2,060,895 | 2,633,191 | $163 | $132 | $400 | $2,970 | | 2021 | 10,651,343 | 18,561,232 | 2,350,052 | 4,036,554 | $158 | $150 | $273 | $2,374 | | 2020 | 6,322,870 | 3,827,958 | 1,407,410 | 1,033,570 | $94 | $116 | ($47) | $1,990 |