DEF 14A of nVent Electric plc
Filed Apr 1, 2025 · FY20240001104659-25-030560
Director Nominees
Director Nominees For the 2025 Annual General Meeting, our Board has recommended the following director nominees.
Director Nominees
| | | | Committee Memberships | | | | | | Name, Age | Director Since | Independent | Audit and Finance | Compensation and Human Capital | Governance and Sustainability | Gender Diversity | Racial Diversity | | Sherry A. Aaholm, 62 | 2023 | | | | | | | | Jerry W. Burris, 61 | 2018 | | | | | | | | Susan M. Cameron, 66 | 2018 | | | | | | | | Michael L. Ducker, 71 | 2018 | | | | | | | | Danita K. Ostling, 64 | 2022 | | | | | | | | Nicola Palmer, 57 | 2020 | | | | | | | | Herbert K. Parker, 66 | 2018 | | | | | | | | Greg Scheu, 63 | 2021 | | | | | | | | Beth A. Wozniak (CEO), 60 | 2018 | | | | | | |
Director Nominees
Committee Member: Committee Chair:
2024 Target Direct Compensation Mix
| EXECUTIVE COMPENSATION TABLES | 45 | | Summary Compensation Table | 45 | | Grants of Plan-Based Awards in 2024 | 47 | | Outstanding Equity Awards at December 31, 2024 | 48 | | 2024 Option Exercises and Stock Vested Table | 50 | | 2024 Pension Benefits | 50 | | Nonqualified Deferred Compensation Table | 51 | | Potential Payments Upon Termination or Change in Control | 52 | | Pay Ratio | 56 | | Pay versus Performance | 56 | | Risk Considerations in Compensation Decisions | 59 | | PROPOSAL 3 RECOMMEND, BY NON-BINDING ADVISORY VOTE, THE FREQUENCY OF ADVISORY VOTES ON THE COMPENSATION OF NAMED EXECUTIVE OFFICERS | 60 | | Vote Requirement | 60 | | PROPOSAL 4 RATIFY, BY NON-BINDING ADVISORY VOTE, THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE INDEPENDENT AUDITOR OF NVENT ELECTRIC PLC AND TO AUTHORIZE, BY BINDING VOTE, THE AUDIT AND FINANCE COMMITTEE OF THE BOARD OF DIRECTORS TO SET THE AUDITOR’S REMUNERATION | 61 | | Vote Requirement | 61 | | Audit and Finance Committee Pre-approval Policy | 62 | | Fees Paid to Independent Auditors | 62 | | AUDIT AND FINANCE COMMITTEE REPORT | 63 | | PROPOSAL 5 AUTHORIZE THE BOARD OF DIRECTORS TO ALLOT AND ISSUE NEW SHARES UNDER IRISH LAW | 64 | | Vote Requirement | 64 | | PROPOSAL 6 AUTHORIZE THE BOARD OF DIRECTORS TO OPT OUT OF STATUTORY PREEMPTION RIGHTS UNDER IRISH LAW | 65 | | Vote Requirement | 65 | | PROPOSAL 7 AUTHORIZE THE PRICE RANGE AT WHICH NVENT ELECTRIC PLC CAN RE-ALLOT SHARES IT HOLDS AS TREASURY SHARES UNDER IRISH LAW | 66 | | Vote Requirement | 66 | | SECURITY OWNERSHIP | 67 | | QUESTIONS AND ANSWERS ABOUT THE ANNUAL GENERAL MEETING AND VOTING | 68 | | SHAREHOLDER PROPOSALS AND NOMINATIONS FOR THE 2026 ANNUAL GENERAL MEETING OF SHAREHOLDERS | 71 | | IRISH DISCLOSURE OF SHAREHOLDER INTERESTS | 72 | | 2024 ANNUAL REPORT ON FORM 10-K | 72 | | REDUCE DUPLICATE MAILINGS | 72 | | APPENDIX A – RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES | 73 |
Director Nominees Standing for Election
Director Nominees Standing for Election
Director Nominees Standing for Election
| Sherry A. Aaholm | | | | | | Ms. Aaholm is the retired 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 from 2021 until 2024. 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 62 Independent | | | | Committees | | | | | Audit and Finance | |
Director Nominees Standing for Election
| 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 61 Independent | | | | Committees: | | | | | Compensation and Human Capital (Chair) | | | | Governance and Sustainability | |
Director Nominees Standing for Election
| 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 66 Independent | | | | Committees: | | | | | Compensation and Human Capital | | | | Governance and Sustainability | |
Director Nominees Standing for Election
| 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 71 Independent | | | | Committees: | | | | | Compensation and Human Capital | | | | Governance and Sustainability (Chair) | |
Director Nominees Standing for Election
| 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, 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 sustainability 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 64 Independent | | | | Committees: | | | | | Audit and Finance | |
Director Nominees Standing for Election
| 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. Ms. Palmer has served as a director of NextNav Inc., a leader in next generation positioning, navigation, and timing (PNT) and 3D geolocation, since 2024. 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 57 Independent | | | | Committees: | | | | | Compensation and Human Capital | | | | Governance and Sustainability | |
Director Nominees Standing for Election
| 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, as a director of TriMas Corporation since 2015 and as the Chairman of the Board of TriMas since 2024. 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 66 Independent | | | | Committees: | | | | | Audit and Finance (Chair) | |
Director Nominees Standing for Election
| 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 63 Independent | | | | Committees: | | | | | Audit and Finance | |
Director Nominees Standing for Election
| 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. Ms. Wozniak has served as Chair of the Board of Governors of the National Electrical Manufacturers Association (NEMA) since 2024, and prior to that served as NEMA’s Vice Chair since 2022. Ms. Wozniak also previously served as a member of the board of directors of Carrier Global Corporation, a global leader in intelligent climate and energy solutions, from 2021 to 2024. 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 60 | | | Chair since 2023 | |
Director Independence
Director Independence The Board, based on the recommendation of the Governance and Sustainability 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, 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 Sustainability 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 2022 through 2024, were (a) less than the greater of $1 million or 2% of that organization’s consolidated gross revenues during each of 2024, 2023 and 2022; and (b) not of an amount or nature that impeded the director’s exercise of independent judgment.
Director Independence
| Director | Relationship(s) Considered | | Ms. Aaholm | Retired Vice President and Chief Digital Officer, Cummins, Inc. |
Director Qualifications, Diversity and Tenure
Director Qualifications, Diversity and Tenure The Governance and Sustainability 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 Sustainability Committee 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
DIRECTOR NOMINEES (1) Our director nominees’ average tenure is calculated by full years of completed service based on date of initial appointment or election to our Board 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 Sustainability 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.
DIRECTOR NOMINEES
| Experience/Qualifications/Attributes/Skills | Board Nominees | | | | | | | | | | | Aaholm | Burris | Cameron | Ducker | Ostling | Palmer | Parker | Scheu | Wozniak | | Cybersecurity | • | | | • | • | • | | | • | | Racial/Ethnic or Gender Diverse Director | • | • | • | | • | • | • | | • | | Sustainability | • | • | • | • | • | • | • | • | • | | 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 | • | | • | | • | • | | | • |
Director Compensation
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 Chair and 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.
2024 Equity Awards
2024 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 $150,000 in 2024. During its December 2024 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 2025 grants, from $150,000 to $160,000.
Director Compensation Table
Director Compensation Table The table below summarizes the compensation that we paid to non-employee directors for 2024.
Director Compensation Table
| (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Deferred Compensation Earnings ($) | All Other Compensation ($)(3) | Total ($) | | Sherry Aaholm | 97,500 | 150,019 | — | — | — | — | 247,519 | | Jerry W. Burris | 115,000 | 150,019 | — | — | — | — | 265,019 | | Susan M. Cameron | 130,000 | 150,019 | — | — | — | 5,000 | 285,019 | | Michael L. Ducker | 115,000 | 150,019 | — | — | — | — | 265,019 | | Randall L. Hogan | 37,750 | 150,019 | — | — | — | — | 187,769 | | Danita Ostling | 97,500 | 150,019 | — | — | — | — | 247,519 | | Nicola Palmer | 99,056 | 150,019 | — | — | — | — | 249,075 | | Herbert K. Parker | 117,500 | 150,019 | — | — | — | — | 267,519 | | Greg Scheu | 97,500 | 150,019 | — | — | — | 5,000 | 252,519 |
Director Compensation Table
(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 2024. The assumptions made in valuing stock awards for 2024 are included in Note 16 to our Consolidated Financial Statements in our 2024 Annual Report on Form 10-K and such information is incorporated by reference. As of December 31, 2024, each then-serving non-employee director had the unvested restricted stock units shown in the table below.
Director Compensation Table
| Name | Unvested Restricted Stock Units | | Sherry Aaholm | 1,875 | | Jerry W. Burris | 1,875 | | Susan M. Cameron | 1,875 | | Michael L. Ducker | 1,875 | | Danita K. Ostling | 1,875 | | Nicola Palmer | 1,875 | | Herbert K. Parker | 1,875 | | Gregory Scheu | 1,875 |
Director Compensation Table
(2) We have not granted stock options to our non-employee directors. As of December 31, 2024, the following then-serving non-employee directors had the following outstanding stock options: Jerry W. Burris — 5,244. 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. Amounts shown consist of company contributions to a registered non-profit organization designated by the director.
Our Named Executive Officers
Our Named Executive Officers This Compensation Discussion and Analysis describes the compensation programs and decisions made by the Compensation and Human Capital Committee in regard to the compensation of the following named executive officers (“Named Executive Officers”) for 2024:
Our Named Executive Officers
| Name | Position | | Beth A. Wozniak | Chair and Chief Executive Officer | | Sara E. Zawoyski | Former Executive Vice President and Chief Financial Officer (until March 31, 2025); current President of Systems Protection (formerly Enclosures) | | Martha C. Bennett | Executive Vice President, Chief Marketing Officer | | Aravind Padmanabhan | Executive Vice President, Chief Technology Officer | | Joseph A. Ruzynski | Former President of Enclosures (until May 31, 2024) | | Jon D. Lammers | Executive Vice President, General Counsel and Secretary |
Our Named Executive Officers
Ms. Bennett was appointed as Executive Vice President, Chief Marketing Officer in January 2024. Mr. Ruzynski voluntarily resigned from his position in May 2024, at which point Ms. Zawoyski assumed interim responsibilities for the President of Enclosures (now Systems Protection) in addition to her Executive Vice President and Chief Financial Officer responsibilities. Effective March 31, 2025, Ms. Zawoyski became President of Systems Protection and ceased serving as Executive Vice President and Chief Financial Officer.
Sales
| | Our combined sales during 2024 were $3,629 million, up 11% compared to $3,264 million in 2023. Sales is a key metric in our Management Incentive Plan, detailed beginning on page 37. |
Overview of Compensation Program and Objectives
| 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 and strategic 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 |
What We Do
| | 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 |
What We Don’t Do
| | 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 |
Shareholder Engagement Initiatives and Say on Pay
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 2024, we continued our shareholder engagement initiative pursuant to which members of the Board and management met with shareholders representing approximately 23% 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 2024 advisory vote on the compensation of our Named Executive Officers (“Say-on-Pay”), approximately 97% 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 2024: • Our executive compensation program reflects pay-for-performance with the majority of pay at risk, utilizes 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
Comparative Framework
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 2024 for our executive officers, including our Named Executive Officers. Our Comparator Group for 2024 included the following 20 peer companies, which had revenues ranging from approximately $1.7 billion to $6.6 billion, with median revenues of approximately $3.5 billion:
Base Salaries
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 2024, the Committee approved the following 2024 base salaries effective as of March 1, 2024 to reflect their performance, responsibility, and market competitiveness:
Annual Incentive Compensation
Annual Incentive Compensation To provide competitive compensation to attract and retain top talent while linking pay to annual performance, we pay a portion of our executives’ cash compensation as incentive compensation tied to annual business performance as measured against annual goals established by the Compensation and Human Capital Committee. In 2024, we provided cash annual incentive compensation to our executive officers, including the Named Executive Officers, under our Management Incentive Plan (“MIP”). MIP awards were granted under the nVent Electric plc 2018 Omnibus Incentive Plan.
Targets
Targets Each Named Executive Officer’s targeted level of incentive compensation opportunity under the MIP is set as a percentage of base salary, based on the Committee’s review of its independent advisor’s recommendations, relevant survey data and, in the case of Named Executive Officers other than the Chief Executive Officer, the recommendations of the Chief Executive Officer. The Committee generally sets each executive’s target incentive compensation opportunity with reference to the Comparator Group’s target payouts and does not set target incentive compensation opportunities based on a particular peer group benchmark or any single factor. The target incentive compensation opportunity set by the Committee for each Named Executive Officer varies depending on a wide range of factors, including competitive conditions for the Named Executive Officer’s position within the Comparator Group and in the broader employment market, as well as the Named Executive Officer’s performance, level of responsibility and experience. An executive officer’s base salary multiplied by the incentive compensation opportunity percentage establishes the target incentive compensation for which the executive officer is eligible. In December 2023, the Committee undertook its annual review of targeted levels of annual incentive compensation opportunities and approved increases in February 2024 to reflect market practices for the following Named Executive Officers: Ms. Wozniak’s from 125% to 130% of base salary and Mr. Padmanabhan’s from 80% to 85% of base salary. These incentive compensation targets as a percentage of salary and a dollar amount, based on the annual base salary in effect on December 1, 2024 (or, for Mr. Ruzynski, on his annual base salary in effect at the time of his resignation in May 2024), were as follows:
2024 MIP Performance Metrics
2024 MIP Performance Metrics For the 2024 MIP, the Committee approved, based on recommendations of our Chief Executive Officer, the following performance measures, which applied to each of our Named Executive Officers: Revenue, Adjusted Earnings Per Share, Free Cash Flow, and the Environmental, Social and Governance (ESG) Scorecard, each measured with respect to enterprise-wide performance. The performance goals that applied to each of our Named Executive Officers, as well as the weight assigned to each performance goal and the corresponding payout levels, were as follows:
2024 MIP Performance Metrics
| 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 | $3,353 million | $3,605 million | $3,857 million | | Adjusted Earnings Per Share | 30 | $2.91 | $3.27 | $3.63 | | Free Cash Flow (cash from operating activities less capital expenditures, plus proceeds from sale of property and equipment) | 25 | $446 million | $524 million | $629 million | | ESG Scorecard | 15 | See following discussion | | |
2024 MIP Performance Metrics
The 2024 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 sustainability goals disclosed in our Sustainability Report. Sustainability is an essential part of our business strategy and we are dedicated to continuously improving our efforts. Our scorecard is structured to help drive year-over-year improvement. The performance measures used in the ESG Scorecard included employee engagement (based on survey scores), diverse candidate slates, diversity of our professional populations (both in the U.S. and globally) and reduction in CO2 emissions. The target levels for these performance goals were aligned with the enterprise objectives in our annual operating plan, with thresholds below which no incentive compensation would be earned, maximum levels at which 200% of target incentive compensation would be earned, and scaled payouts from 50% at the threshold to 200% at the maximum.
Payouts
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 2024, actual results as measured by the performance goals under the MIP for each of our Named Executive Officers were as follows:
Payouts
| Financial Performance Measure | Weight (%) | 2024 Results | Payout (%) | Weighted Payout (%) | | Revenue (As Adjusted for factors specified below) | 30 | $3,511 million | 81% | 24% | | Adjusted EPS (As Adjusted for factors specified below) | 30 | $3.25 | 97% | 29% | | Free Cash Flow | 25 | $562 million | 136% | 34% | | Total for Financial Performance | 85 | | 103% | 88% |
Payouts
For the ESG Scorecard component of the MIP, representing 15% of the total MIP opportunity, the Committee evaluated our 2024 performance relative to employee engagement (based on survey scores), diverse candidate slates, diversity of our professional populations (both in the U.S. and globally) and reduction in CO2 emissions, and determined that, due to satisfactory performance in the area of employee engagement and strong performance in the areas of diverse candidate slates and reduction in CO2 emissions, a payout of 66% of target (representing, after application of 15% weighting, 10% of the total MIP payout) was appropriate. Based on these outcomes with respect to the financial performance measures and the ESG Scorecard, the Committee approved the following total MIP payout for 2024:
Payouts
| | Payout as a % of Target (%) | | Total MIP Payout | 98% |
Payouts
Adjustments to revenue for factors specified in MIP included foreign exchange impact ($6 million) and revenue contributed from acquisitions (-$124 million). Adjustments to EPS for factors specified in the MIP included: restructuring and other charges ($9 million), intangible asset amortization ($106 million), certain acquisition related costs ($14 million), separation costs ($32 million), impairment of equity investments ($9 million), release of guarantee liability (-$13 million), amortization of bridge financing debt issuance costs ($2 million), pension mark-to-market gain ($1 million), pro forma depreciation expense for assets classified as held-for-sale (-$5 million) and income tax adjustments ($62 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
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.
2024 Long-Term Incentive Awards
2024 Long-Term Incentive Awards The mix of long-term incentive award types for our Named Executive Officers in 2024 (excluding sign-on awards) was as follows:
2024 Long-Term Incentive Awards
| 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. |
2024 Long-Term Incentive Awards
Consistent with that approach, in 2024, 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 2024 long-term incentive compensation awards granted to the Named Executive Officers:
2024 Long-Term Incentive Awards
| | 2024 Target Annual Award Opportunity ($) | | Beth A. Wozniak | 7,000,000 | | Sara E. Zawoyski | 2,100,000 | | Martha C. Bennett(1) | 500,000 | | Aravind Padmanabhan | 1,100,000 | | Joseph A. Ruzynski | 1,700,000 | | Jon D. Lammers | 975,000 |
2024 Long-Term Incentive Awards
(1) Ms. Bennett received an annual long-term incentive award of $500,000. In addition, she received a sign-on grant of $750,000 in restricted stock units in connection with the commencement of her employment in January 2024 in consideration of long-term incentive forfeitures with her prior employer. The Committee approved in February 2024 (or in November 2023, in the case of Ms. Bennett) the elements and mix of long-term incentive compensation granted effective March 1, 2024 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 2024, the Committee maintained the long-term incentive award mix of 50% performance share units, 25% stock options, and 25% restricted stock units (excluding sign-on awards). 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 2024 relating to the 2024-2026 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 2024 are as follows:
2024 Long-Term Incentive Awards
| Metric | Weight | Threshold (50% payout) | Target (100% payout) | Superior Performance (200% payout) | | Relative TSR | 100.0% | 25th percentile | 50th percentile | 75th percentile |
2024 Long-Term Incentive Awards
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 2024 are reflected under “Executive Compensation Tables-Grants of Plan-Based Awards in 2024.” The value of restricted stock units that vested for each Named Executive Officer in 2024 and the value of options exercised by each Named Executive Officer in 2024 are shown in the table under “Executive Compensation Tables-2024 Option Exercises and Stock Vested Table.”
Achievement under 2022-2024 PSUs
Achievement under 2022-2024 PSUs The Committee granted stock settled performance share units to the Named Executive Officers in 2022, relating to the three-year performance period 2022-2024. 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 2022-2024 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 2022-2024 performance period as reflected in the chart below:
Achievement under 2022-2024 PSUs
| 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 | 82nd percentile | 200% |
Deferred Compensation
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 $247,000 in 2024. 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 $345,000 in 2024, 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
Severance and Change-in-Control Benefits We provide severance and change-in-control benefits to selected executives to provide for continuity of management upon a threatened or completed change in control. These benefits are designed to provide economic protection to key executives following a change in control of our company so that our executives can remain focused on our business without undue personal concern. We believe that the security that these benefits provide helps our key executives to remain focused on our ongoing business and reduces the key executive’s concerns about future employment. We also believe that these benefits allow our executives to consider the best interests of our company and its shareholders due to the economic security afforded by these benefits. We do not provide excise tax gross-ups. We currently provide only the following severance and change-in-control benefits to our executive officers: • We have agreements with our key corporate executives and other key leaders, including all Named Executive Officers, that provide for contingent benefits upon a change in control or upon a covered termination following a change in control. The nVent Electric plc 2018 Omnibus Incentive Plan provides that, upon a change in control, all options, restricted stock and restricted stock units that 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.
Compensation Consultant
Compensation Consultant During 2024, 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 2024 to our company in addition to its service as compensation consultant to the Committee was a de minimis amount of retirement consulting, health & benefits 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.
Equity Award Practices
Equity Award Practices We grant annual equity-based awards on the first day on which the NYSE is open for trading in March each year. As a rule, the Compensation and Human Capital 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. The Committee also may consider and approve other interim or mid-year grants, or grants made on another basis, from time to time based on business needs, changing compensation practices or other factors, in the discretion of the Committee. 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 $4,000,000 total for 2024. The Chief Executive Officer provides a summary report to the Committee disclosing the aggregate awards granted by the Chief Executive Officer during the preceding fiscal year. All options are granted with an exercise price equal to fair market value based on the closing share price on the effective day of grant. Neither the Committee nor our Chief Executive Officer takes into account material nonpublic information in determining the timing and terms of equity-based awards, and we have not timed the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.
Summary Compensation Table
Summary Compensation Table The table below summarizes the total compensation paid to or earned by each of the Named Executive Officers for the years ended December 31, 2022, 2023 and 2024.
Summary Compensation Table
| (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | | Name and Principal Position | Year | Salary ($)(1) | Bonus ($)(2) | Stock Awards ($)(3) | Option Awards ($)(4) | Non-Equity Incentive Plan Compensation ($)(1)(5) | Change in Pension Value and Non-Qualified Deferred Compensation Earnings ($)(6) | All Other Compensation ($)(7) | Total Compensation ($)(1) | | Beth A. Wozniak Chair and Chief Executive Officer | 2024 | 1,045,114 | — | 5,250,034 | 1,749,988 | 1,337,700 | 392,266 | 58,030 | 9,833,132 | | | 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 | | Sara E. Zawoyski(8) Former Executive Vice President and Chief Financial Officer | 2024 | 577,522 | — | 1,574,972 | 524,988 | 514,206 | — | 46,398 | 3,238,086 | | | 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 | | Martha C. Bennett Executive Vice President and Chief Marketing Officer | 2024 | 431,683 | 200,000 | 1,124,900 | 125,001 | 274,919 | — | 33,061 | 2,189,564 | | Aravind Padmanabhan Executive Vice President and Chief Technology Officer | 2024 | 516,687 | — | 825,026 | 275,013 | 433,160 | — | 37,269 | 2,087,155 | | | 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 | | Joseph A. Ruzynski Former President of Enclosures | 2024 | 236,792 | — | 1,275,063 | 424,998 | — | — | 54,099 | 1,990,952 | | | 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 | | Jon D. Lammers Executive Vice President, General Counsel and Secretary | 2024 | 538,146 | — | 731,288 | 243,756 | 423,948 | — | 45,491 | 1,982,629 | | | 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 |
Summary Compensation Table
(1) The amounts shown in the “Salary” and “Non-Equity Incentive Plan Compensation” columns are not reduced by any deferrals under our nonqualified deferred compensation plans. (2) The amount shown in column (d) for Ms. Bennett represents the cash sign-on award she received in connection with the commencement of her employment. (3) The fiscal 2024 amounts in column (e) represent the sum of the annual restricted stock units awarded at a grant date fair value per unit of $68.74, the sign-on grant of restricted stock units awarded at a grant date fair value per unit of $63.79 for Ms. Bennett, and the annual performance share units awarded at a grant date fair value per unit of $103.93, in each case computed in accordance with ASC 718 and based on the probable outcome of the performance conditions as of the grant date. All stock awards were granted on March 1, 2024, except for the sign-on grant for Ms. Bennett which was granted on February 12, 2024. The values reflected in the table above include the grant date fair value of restricted stock units and the grant date fair value of the annual performance share units at target performance. The grant date fair values of restricted stock units granted in 2024 and of performance share units granted in 2024 if target performance and maximum performance is achieved are as follows:
Summary Compensation Table
| | Restricted Stock Units ($) | Annual Performance Share Units | | | | | Target ($) | Maximum ($) | | Beth A. Wozniak | 1,749,983 | 3,500,051 | 7,000,101 | | Sara E. Zawoyski | 524,967 | 1,050,005 | 2,100,010 | | Martha C. Bennett | 874,948 | 249,952 | 499,903 | | Aravind Padmanabhan | 275,029 | 549,998 | 1,099,995 | | Joseph A. Ruzynski | 425,019 | 850,043 | 1,700,087 | | Jon D. Lammers | 243,752 | 487,536 | 975,071 |
Summary Compensation Table
The fair value of these performance share units is determined based on the closing market price of our ordinary shares at the date of grant. The assumptions made in valuing stock awards for 2024 are included in Note 16 to our Consolidated Financial Statements in our 2024 Annual Report on Form 10-K and such information is incorporated by reference. See the Grants of Plan-Based Awards in 2024 table for more information on stock awards granted in 2024. (4) The amounts in column (f) represent the aggregate grant date fair value, computed in accordance with ASC 718, of stock options granted during each year. The assumptions made in valuing stock option awards for 2024 are included in Note 16 to our Consolidated Financial Statements in our 2024 Annual Report on Form 10-K and such information is incorporated by reference. (5) The amounts in column (g) reflect cash awards earned by the named individuals pursuant to awards under the MIP for 2024 as determined by the Compensation and Human Capital Committee and paid in 2025. (6) The amount in column (h) for 2024 reflects, for Ms. Wozniak, who is the only Named Executive Officer who participated in our pension plans, the change in the actuarial present value of the Named Executive Officer’s accumulated benefits under such pension plans determined using interest rate and mortality rate assumptions consistent with those used in our financial statements. We do not provide any above market or preferential earnings on amounts deferred under our non-qualified deferred compensation plans. (7) The table below shows the components of column (i) for 2024, which include perquisites, other personal benefits, company contributions under the Sidekick Plan, the nVent RSIP and the Employee Stock Purchase Plan, and separation-related benefits:
Summary Compensation Table
| | (a) | (b) | (c) | (d) | (e) | | Name | Perquisites, Other Personal Benefits and Tax Reimbursements ($)(1) | Contributions under Defined Contribution Plans ($)(2) | Matches under the Employee Stock Purchase Plan ($) | Separation and Related Benefits ($) | Total All Other Compensation ($) | | Beth A. Wozniak | 19,280 | 35,750 | 3,000 | — | 58,030 | | Sara E. Zawoyski | 7,648 | 35,750 | 3,000 | — | 46,398 | | Martha C. Bennett | 17,457 | 12,605 | 3,000 | — | 33,061 | | Aravind Padmanabhan | 14,008 | 23,250 | 11 | — | 37,269 | | Joseph A. Ruzynski | 13,688 | 35,750 | 661 | 4,000 | 54,099 | | Jon D. Lammers | 9,741 | 35,750 | — | — | 45,491 |
Summary Compensation Table
(1) The amounts shown in column (a) consist of an executive physical for all Named Executive Officers; identity theft protection reimbursement for all Named Executive Officers except Mr. Ruzynski; a years of service award for Mr. Padmanabhan (including a $100 award amount and an $82.62 tax gross up); a wellness program reward for Mr. Lammers; and company contributions to a registered nonprofit organization designated by the Named Executive Officer for Ms. Wozniak, Ms. Bennett, Mr. Padmanabhan, and Mr. Lammers. Other than with regard to the charitable contributions, there was no aggregate incremental cost to the company of providing such perquisites. The years of service awards and wellness program rewards were provided pursuant to broad-based policies that apply generally to U.S. employees. (2) The amount shown in column (b) for each individual reflects amounts contributed by us to the nVent RSIP and the Sidekick Plan during 2024. In the case of the Sidekick Plan, the amounts contributed by us during 2024 relate to salary deferrals in 2023. Effective March 31, 2025, Ms. Zawoyski was appointed President of Systems Protection and ceased to serve as Executive Vice President and Chief Financial Officer.
Grants of Plan-Based Awards in 2024
Grants of Plan-Based Awards in 2024
Grants of Plan-Based Awards in 2024
| | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(2) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(3) | | | | | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | (k) | (l) | (m) | | Name | Grant Date | Compensation & Human Capital Committee Approval Date(1) | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | All Other Stock Awards: Number of Shares of Stock or Units (#)(4) | All Other Option Awards: Number of Securities Underlying Options (#)(5) | Exercise Price or Base Price of Option Awards ($/sh) | Grant Date Fair Value of Stock and Option Awards ($)(6) | | Beth A. Wozniak | 3/1/2024 | 2/18/2024 | | | | 16,839 | 33,677 | 67,354 | | | | 3,500,051 | | | 3/1/2024 | 2/18/2024 | | | | | | | 25,458 | | | 1,749,983 | | | 3/1/2024 | 2/18/2024 | | | | | | | | 64,441 | 68.74 | 1,749,988 | | | | | 682,500 | 1,365,000 | 2,730,000 | | | | | | | | | Sara E. Zawoyski | 3/1/2024 | 2/18/2024 | | | | 5,052 | 10,103 | 20,206 | | | | 1,050,005 | | | 3/1/2024 | 2/18/2024 | | | | | | | 7,637 | | | 524,967 | | | 3/1/2024 | 2/18/2024 | | | | | | | | 19,332 | 68.74 | 524,988 | | | | | 262,350 | 524,700 | 1,049,400 | | | | | | | | | Martha C. Bennett | 3/1/2024 | 11/21/2023 | | | | 1,203 | 2,405 | 4,810 | | | | 249,952 | | | 2/12/2024 | 11/21/2023 | | | | | | | 11,757 | | | 749,979 | | | 3/1/2024 | 11/21/2023 | | | | | | | 1,818 | | | 124,969 | | | 3/1/2024 | 11/21/2023 | | | | | | | | 4,603 | 68.74 | 125,001 | | | | | 140,265 | 280,530 | 561,060 | | | | | | | | | Aravind Padmanabhan | 3/1/2024 | 2/18/2024 | | | | 2,646 | 5,292 | 10,584 | | | | 549,998 | | | 3/1/2024 | 2/18/2024 | | | | | | | 4,001 | | | 275,029 | | | 3/1/2024 | 2/18/2024 | | | | | | | | 10,127 | 68.74 | 275,013 | | | | | 221,000 | 442,000 | 884,000 | | | | | | | | | Joseph A. Ruzynski | 3/1/2024 | 2/18/2024 | | | | 4,090 | 8,179 | 16,358 | | | | 850,043 | | | 3/1/2024 | 2/18/2024 | | | | | | | 6,183 | | | 425,019 | | | 3/1/2024 | 2/18/2024 | | | | | | | | 15,650 | 68.74 | 424,998 | | | | | 243,270 | 486,540 | 973,080 | | | | | | | | | Jon D. Lammers | 3/1/2024 | 2/18/2024 | | | | 2,346 | 4,691 | 9,382 | | | | 487,536 | | | 3/1/2024 | 2/18/2024 | | | | | | | 3,546 | | | 243,752 | | | 3/1/2024 | 2/18/2024 | | | | | | | | 8,976 | 68.74 | 243,756 | | | | | 216,300 | 432,600 | 865,200 | | | | | | | |
Grants of Plan-Based Awards in 2024
(1) The Compensation and Human Capital Committee’s practices for granting options, restricted stock units and performance share units, including the timing of all grants and approvals thereof, are described under “Compensation Discussion and Analysis — Long-Term Incentive Compensation.” (2) The amounts shown in column (d) to which no grant date applies reflect the total of the threshold payment levels for each element under our MIP. This amount is 50% of the target amounts shown in column (e). The amounts shown in column (f) are 200% of such target amounts for each Named Executive Officer. These amounts are based on the individual’s current position and base salary as in effect on December 1, 2024. The amounts for Ms. Bennett reflect proration based on her start date of January 8, 2024. (3) The amounts shown in column (g), as having been granted on March 1, 2024 and approved on November 11, 2023 for Ms. Bennett and on February 18, 2024 for the other Named Executive Officers, reflect the total of the threshold payment levels for the annual performance share unit grants in 2024 under the nVent Electric plc 2018 Omnibus Incentive Plan, which is 50% of the target amounts shown in column (h). The amounts shown in column (i) are 200% of such target amounts. Any amounts payable with respect to performance units would be paid in March 2027, based on cumulative performance for the period 2024 to 2026. (4) The amounts shown in column (j) reflect the number of restricted stock units granted to each Named Executive Officer in 2024 under the nVent Electric plc 2018 Omnibus Incentive Plan. (5) The amounts shown in column (k) reflect the number of options to purchase ordinary shares granted to each Named Executive Officer in 2024 under the nVent Electric plc 2018 Omnibus Incentive Plan. The amounts shown in column (m) reflect the grant date fair value of the awards of restricted stock units, performance share units and stock options computed in accordance with ASC 718.
Outstanding Equity Awards at December 31, 2024
Outstanding Equity Awards at December 31, 2024
Outstanding Equity Awards at December 31, 2024
| | Stock Awards | | | Option Exercise Price ($)(1) | Option Expiration Date | Number of Shares of Stock or Units That Have Not Been Vested (#)(2) | Market Value of Shares of Stock or Units That Have Not Vested ($)(3) | Equity Incentive Plan Awards: Number of Unearned Shares That Have Not Vested (#)(4) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares That Have Not Vested ($)(3) | | Name | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | | | | | | | | Beth A. Wozniak | | | | | | 56,883 | 3,877,145 | | | | | | | | | | | | 71,875 | 4,899,000 | | | 134,854 | | | 25.34 | 5/7/2028 | | | | | | | 194,483 | | | 22.51 | 1/2/2029 | | | | | | | 231,113 | | | 25.92 | 1/2/2030 | | | | | | | 199,700 | | | 27.55 | 3/1/2031 | | | | | | | 90,155 | 45,078(5) | | 33.43 | 3/1/2032 | | | | | | | 26,417 | 52,836(6) | | 46.15 | 3/1/2033 | | | | | | | 0 | 64,441(7) | | 68.74 | 3/1/2034 | | | | | | Sara Zawoyski | | | | | | 16,060 | 1,094,650 | | | | | | | | | | | | 20,289 | 1,382,898 | | | 6,248 | | | 20.22 | 3/1/2027 | | | | | | | 15,861 | | | 25.34 | 5/7/2028 | | | | | | | 14,546 | | | 27.77 | 3/1/2029 | | | | | | | 65,270 | | | 25.92 | 1/2/2030 | | | | | | | 50,944 | | | 27.55 | 3/1/2031 | | | | | | | 24,342 | 12,171(5) | | 33.43 | 3/1/2032 | | | | | | | 7,044 | 14,090(6) | | 46.15 | 3/1/2033 | | | | | | | 0 | 19,332(7) | | 68.74 | 3/1/2034 | | | | | | Martha Bennett | | | | | | 13,575 | 925,272 | | | | | | | | | | | | 2,405 | 163,925 | | | 0 | 4,603(7) | | 68.74 | 3/1/2034 | | | | | | Aravind Padmanabhan | | | | | | 8,997 | 613,236 | | | | | | | | | | | | 11,840 | 807,014 | | | 26,108 | | | 25.92 | 1/2/2030 | | | | | | | 22,415 | | | 27.55 | 3/1/2031 | | | | | | | 12,622 | 6,311(5) | | 33.43 | 3/1/2032 | | | | | | | 4,527 | 9,058(6) | | 46.15 | 3/1/2033 | | | | | | | 0 | 10,127(7) | | 68.74 | 3/1/2034 | | | | | | Jon D. Lammers | | | | | | 8,791 | 599,195 | | | | | | | | | | | | 11,239 | 766,050 | | | 11,838 | | | 25.34 | 5/7/2028 | | | | | | | 4,442 | | | 22.51 | 1/2/2029 | | | | | | | 39,162 | | | 25.92 | 1/2/2030 | | | | | | | 30,566 | | | 27.55 | 3/1/2031 | | | | | | | 14,424 | 7,213(5) | | 33.43 | 3/1/2032 | | | | | | | 4,527 | 9,058(6) | | 46.15 | 3/1/2033 | | | | | | | 0 | 8,976(7) | | 68.74 | 3/1/2034 | | | | |
Outstanding Equity Awards at December 31, 2024
The exercise price for all stock option grants is the fair market value of our ordinary shares on the date of grant. For the restricted stock unit awards granted to Ms. Bennett on February 12, 2024, 100% of the award will vest on the fourth anniversary of the grant. For the restricted stock units awards granted in 2024, 2023, 2022, one-third of the award will vest March 5 of each of the first three years after the grant date. The grant dates of the restricted stock unit awards are as follows:
Outstanding Equity Awards at December 31, 2024
| Name | Grant Date | Number of Unvested Restricted Stock Units* | | Beth A. Wozniak | 3/1/2022 | 12,465 | | | 3/1/2023 | 18,960 | | | 3/1/2024 | 25,458 | | Sara E. Zawoyski | 3/1/2022 | 3,366 | | | 3/1/2023 | 5,057 | | | 3/1/2024 | 7,637 | | Martha Bennett | 2/12/2024 | 11,757 | | | 3/1/2024 | 1,818 | | Aravind Padmanabhan | 3/1/2022 | 1,745 | | | 3/1/2023 | 3,251 | | | 3/1/2024 | 4,001 | | Jon D. Lammers | 3/1/2022 | 1,995 | | | 3/1/2023 | 3,250 | | | 3/1/2024 | 3,546 |
Outstanding Equity Awards at December 31, 2024
(3) The amounts in these columns were calculated by multiplying the closing market price of our ordinary shares on the last trading day of our most recently completed fiscal year of $68.16 by the number of unvested restricted stock units or performance share units, as applicable. (4) The number of performance share units shown in this column reflects the target performance level for the 2023-2025 and 2024-2026 awards, in accordance with SEC regulations requiring that the number of units be based on achieving threshold performance goals or, if the previous fiscal year’s performance has exceeded the threshold, the next higher performance measure (target or maximum) that exceeds the previous fiscal year’s performance.
Outstanding Equity Awards at December 31, 2024
| Name | Vesting Date | Number of Performance Share Units | | Beth A. Wozniak | 12/31/2025 | 38,198 | | | 12/31/2026 | 33,677 | | Sara E. Zawoyski | 12/31/2025 | 10,186 | | | 12/31/2026 | 10,103 | | Martha Bennett | 12/31/2026 | 2,405 | | Aravind Padmanabhan | 12/31/2025 | 6,548 | | | 12/31/2026 | 5,292 | | Jon D. Lammers | 12/31/2025 | 6,548 | | | 12/31/2026 | 4,691 |
Outstanding Equity Awards at December 31, 2024
(5) One-third of these options will vest on March 5 of years 2023, 2024, and 2025. (6) One-third of these options will vest on March 5 of years 2024, 2025, and 2026. (7) One-third of these options will vest on March 5 of years 2025, 2026, and 2027. Joseph Ruzynski had no outstanding equity awards as of December 31, 2024.
2024 Option Exercises and Stock Vested Table
2024 Option Exercises and Stock Vested Table The following table shows a summary of the stock options exercised by the Named Executive Officers in 2024 and the restricted stock or restricted stock units vested for the Named Executive Officers during 2024.
2024 Option Exercises and Stock Vested Table
| | Option awards | | Stock awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(2) | | Beth A. Wozniak | 138,999 | 6,594,451 | 190,997 | 13,056,223 | | Sara E. Zawoyski | 7,305 | 439,396 | 48,526 | 3,316,945 | | Martha Bennett | — | — | — | — | | Aravind Padmanabhan | — | — | 51,863 | 3,245,386 | | Joseph A. Ruzynski | 149,092 | 8,249,243 | 30,563 | 2,089,165 | | Jon D. Lammers | 67,297 | 3,553,797 | 31,959 | 2,185,585 |
2024 Option Exercises and Stock Vested Table
(1) Reflects the amount calculated by multiplying the number of options exercised by the difference between the market price of our ordinary shares on the exercise date and the exercise price of options. (2) Reflects the amount calculated by multiplying the number of shares vested by the market price of our ordinary shares on the vesting date.
2024 Pension Benefits
2024 Pension Benefits Listed below are the number of years of credited service and present value of accumulated pension benefits as of December 31, 2024 under the nVent Management Company Supplemental Executive Retirement Plan (“SERP”) for Ms. Wozniak, the only Named Executive Officer eligible for the SERP. The SERP is described in detail following the table below. The disclosed benefit for Ms. Wozniak is an actuarial estimate only and does not necessarily reflect the actual amounts that will be paid to Ms. Wozniak, which will only be known at the time that she becomes eligible for payment.
2024 Pension Benefits
| Name | Plan Name | Number of Years Credited Service (#)(1) | Present Value of Accumulated Benefit ($)(2) | Payments During Last Fiscal Year ($) | | Beth A. Wozniak | SERP | 9 | 3,887,405 | — |
2024 Pension Benefits
(1) Includes years of credited service with Pentair prior to the Separation. (2) SERP benefits are payable following retirement at age 55 or later in the form of an annuity. The actuarial present values above was calculated using the following methods and assumptions: • SERP present value was based on the accrued benefit payable at age 65 and was calculated as of December 31, 2024. • Present values for the SERP are based on a 180-month-certain only annuity. • The present value of SERP benefits as of December 31, 2024 was calculated assuming a 5.39% interest rate. The actual amount of pension benefits ultimately paid to Ms. Wozniak may vary based on a number of factors, including differences from the assumptions used to calculate the amounts.
Nonqualified Deferred Compensation Table
Nonqualified Deferred Compensation Table The following table sets forth the contributions, earnings, distributions and 2024 year-end balances for each of the Named Executive Officers under our Sidekick Plan described under “Compensation Discussion and Analysis — Retirement and Other Benefits — Deferred Compensation.” Contributions we make to the Sidekick Plan are intended to make up for contributions to our qualified retirement plan, including our matching contributions, for cash compensation above the maximum imposed by the Code, which was $345,000 in 2024. Because the Code does not permit contributions on amounts in excess of that limit under a tax-qualified plan, the Sidekick Plan is designed to permit matching contributions on compensation in excess of the maximum imposed by the Code. We make these matching contributions to the Sidekick Plan on amounts in excess of the maximum imposed by the Code, but below the $700,000 compensation limit contained in our Sidekick Plan (such contributions by a Named Executive Officer, “Covered Sidekick Compensation”).
Nonqualified Deferred Compensation Table
| | Executive Contributions in 2024 ($)(1) | Registrant Contributions in 2024 ($)(2) | Aggregate Earnings/(Loss) in 2024 ($)(3) | Aggregate Withdrawals/ Distributions in 2024 ($) | Aggregate Balance at December 31, 2024 ($)(4) | | Beth A. Wozniak | 11,009,604 | 18,500 | 2,993,886 | — | 31,524,812 | | Sara E. Zawoyski | 3,018,723 | 18,500 | 483,107 | — | 6,006,001 | | Martha C. Bennett | 91,670 | — | 2,875 | — | 94,545 | | Aravind Padmanabhan | 2,738,596 | 6,000 | 542,220 | — | 4,813,322 | | Joseph A. Ruzynski | 240,152 | 18,500 | 211,748 | 784,382 | 879,495 | | Jon D. Lammers | 173,918 | 18,500 | 157,153 | — | 1,393,640 |
Nonqualified Deferred Compensation Table
(1) Reflects the amount of cash or equity-based compensation each Named Executive Officer deferred in 2024 under the Sidekick Plan. The cash amounts were previously reported in the “Salary” or “Non-Equity Incentive Compensation” column of the Summary Compensation Table for 2024. (2) Equals the total contributions we made in 2024 under the Sidekick Plan for each Named Executive Officer, which are included in the column labeled “All Other Compensation” above. For 2024, the total amount reflected matching contributions equal to one dollar for each dollar contributed up to 5% of Covered Sidekick Compensation; we normally make matching contributions one year in arrears. (3) Reflects the amount of investment earnings realized by each Named Executive Officer on the investments chosen that are offered to participants in our Sidekick Plan, which are substantially the same as those offered in our RSIP Plan. Fidelity Investments Institutional Services Co. provides these investment vehicles for participants and handles all allocation and accounting services for these plans. We do not guarantee or subsidize any investment earnings in either Plan. Amounts deferred under the Sidekick Plan that have also been reported in the Summary Compensation Table in prior years for each Named Executive Officer are: Ms. Wozniak — $11,769,277; Ms. Zawoyski — $1,594,514; Mr. Padmanabhan — $1,024,794; Mr. Ruzynski — $627,870 and Mr. Lammers — $831,879. To the extent the amounts in this column are less than the amounts reported in the Summary Compensation Table, the difference is due to losses, withdrawals or distributions.
Potential Payments Upon Termination or Change in Control
Potential Payments Upon Termination or Change in Control Except for items described below, we have no agreements, arrangements, or plans that entitle executive officers to severance, perquisites, or other enhanced benefits upon termination of their employment; any such payments or benefits would be at the discretion of the Compensation and Human Capital Committee.
Pay Ratio
Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information about the ratio of the median annual total compensation of our employees and the annual total compensation of our Chief Executive Officer. For the year ended December 31, 2024: • The median of the annual total compensation of all employees of our company (other than our Chief Executive Officer) was reasonably estimated to be $53,133; and • The annual total compensation of our Chief Executive Officer was $9,833,132. Based on this information, the ratio of the annual total compensation of our Chief Executive Officer to the median of the annual total compensation of all other employees is estimated to be 185 to 1. This pay ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. To identify our median employee, we began by considering each of the 11,357 individuals employed by us worldwide on November 1, 2024, excluding, as permitted by Item 402(u) of Regulation S-K, approximately 640 employees of Trachte, LLC, which we acquired in July 2024. We then calculated the target cash compensation (which we define as base salary or wages plus target cash bonus) for the included individuals for 2024 to identify our median employee. To calculate the target cash compensation for any employee that we paid in currency other than U.S. Dollars, we applied the applicable foreign exchange rate in effect on November 1, 2024 to convert such foreign employee’s target cash compensation into U.S. Dollars. Once we identified our median employee, we added together all of the elements of such employee’s compensation for 2024 in the same way that we calculate the annual total compensation of our Named Executive Officers in the Summary Compensation Table.
Pay versus Performance
Pay versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the executive compensation actually paid to our Named Executive Officers as defined by Item 402(v) and our financial performance during the years 2024, 2023, 2022, 2021, and 2020.
Pay versus Performance
| (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | Year | Summary Compensation Table Total for PEO ($)(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) | | | | 2024 | 9,833,132 | 14,720,004 | 2,297,677 | 2,351,996 | $296 | $198 | $332 | $3,511 | | 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) | $1,990 |
Pay versus Performance
The principal executive officer (“PEO”) for all years shown in the table is Ms. Wozniak. To calculate Compensation Actually Paid (CAP), the following amounts were deducted from and added to the Summary Compensation Table (SCT) total compensation: PEO SCT Total to CAP Reconciliation:
Pay versus Performance
| | (a) | (b) | (c ) | (d) | (e ) | (f) (ii) | (g) | (h) | (h) = (a) – (b) – (c ) + (d) + (e ) + (f) + (g) + (h) | | Year | SCT Total ($) | Grant Date Fair Value of Equity Granted ($) | Change in Pension Value ($) | Fair Value of Current Year Equity Awards at 12/31/2024 ($)(i) | Change in Value of Prior Years’ Awards Unvested at 12/31/2024 ($)(i) | Change in Value of Prior Years’ Award That Vested in FY2024 ($)(i)(ii) | Fair Value of Prior Years’ Awards at 12/31/2023 That Failed to Meet Applicable Vesting Conditions in FY24 | Pension Service Cost ($)(i) | CAP ($) | | 2024 | 9,833,132 | 7,000,022 | 392,266 | 6,815,548 | 1,777,462 | 3,232,924 | — | 453,226 | 14,720,004 | | 2023 | 8,912,856 | 5,249,972 | 827,825 | 7,474,519 | 7,412,176 | 4,344,971 | — | 398,784 | 22,465,509 | | 2022 | 7,912,415 | 5,000,017 | — | 6,315,713 | 679,593 | 1,220,596 | — | 293,371 | 11,421,671 | | 2021 | 10,651,343 | 6,999,739 | 717,005 | 11,714,793 | 4,084,609 | (535,993) | — | 363,224 | 18,561,232 | | 2020 | 6,322,870 | 4,500,018 | 535,164 | 4,016,602 | (403,930) | (1,386,014) | — | 313,612 | 3,827,958 |
Pay versus Performance
Average Non-PEO Named Executive Officers SCT Total to CAP Reconciliation:
Pay versus Performance
| | (a) | (b) | (c ) | (d) | (e ) | (f) (ii) | (g) | (h) | (h) = (a) – (b) – (c ) + (d) + (e ) + (f) + (g) + (h) | | Year | SCT Total ($) | Grant Date Fair Value of Equity Granted ($) | Change in Pension Value ($) | Fair Value of Current Year Equity Awards at 12/31/2023 ($)(i) | Change in Value of Prior Years’ Awards Unvested at 12/31/2023 ($)(i) | Change in Value of Prior Years’ Award That Vested in FY2023 ($)(i)(ii) | Fair Value of Prior Years’ Awards at 12/31/2023 That Failed to Meet Applicable Vesting Conditions in FY24 | Pension Service Cost ($)(i) | CAP ($) | | 2024 | 2,297,677 | 1,425,001 | — | 1,070,625 | 213,422 | 502,258 | (306,985) | — | 2,351,996 | | 2023 | 2,224,486 | 1,049,974 | — | 1,494,877 | 1,349,447 | 895,786 | — | — | 4,914,622 | | 2022 | 2,060,895 | 925,011 | — | 1,168,415 | 119,532 | 209,360 | — | — | 2,633,191 | | 2021 | 2,350,052 | 1,249,938 | — | 2,087,414 | 793,865 | 55,161 | — | — | 4,036,554 | | 2020 | 1,407,410 | 837,508 | — | 747,538 | (91,638) | (192,232) | — | — | 1,033,570 |
Pay versus Performance Supplemental Disclosure
Pay versus Performance Supplemental Disclosure Our executive compensation programs reflect the belief that the amount earned by our executives depends on achieving rigorous company objectives designed to enhance shareholder value. 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 places a significant emphasis on long-term incentive compensation in the form of equity incentives, which are sensitive to changes in stock price. The following charts supplement the Pay versus Performance table disclosed above, and illustrates the strong correlation between pay and the performance we are delivering to our shareholders. Additional information about our annual and long-term incentive programs begins on page 37.
1. Compensation Actually Paid (“CAP”) versus TSR for Company and Peer Group
1. Compensation Actually Paid (“CAP”) versus TSR for Company and Peer Group
1. Compensation Actually Paid (“CAP”) versus TSR for Company and Peer Group
| | From 2020 to 2024, we delivered strong TSR performance relative to the TSR of the S&P 400 Industrials. Our 5-year cumulative TSR is 49% above the S&P 400 industrials index at the end of the 5-year period. The PEO’s and other NEOs’ CAP amounts are aligned with our TSR. This is due primarily to our use of equity incentives, which are tied directly to stock price in addition to the company’s financial performance. Additional information about our annual and long-term incentive programs begins on page 37. |
Pay versus Performance Most Important Measures to Determine 2024 Compensation Actually Paid
Pay versus Performance Most Important Measures to Determine 2024 Compensation Actually Paid The four items listed below represent the most important metrics we used to determine CAP for 2024 as further described above under the sections titled “Annual Incentives” and “Long-Term Incentives.”
Pay versus Performance Most Important Measures to Determine 2024 Compensation Actually Paid
| Most Important Performance Measures | | Adjusted Revenue | | Adjusted Earnings Per Share | | Free Cash Flow | | Relative Total Shareholder Return |