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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No.)
☑   Filed by the Registrant ☐   Filed by a party other than the Registrant
CHECK THE APPROPRIATE BOX:

Preliminary Proxy Statement

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

Definitive Proxy Statement

Definitive Additional Materials

Soliciting Material under §240.14a-12
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nVent Electric PLC
(Name of Registrant as Specified In Its Charter)
   
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
PAYMENT OF FILING FEE (CHECK ALL BOXES THAT APPLY):

No fee required

Fee paid previously with preliminary materials

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

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2024
Notice of Annual General
Meeting and Proxy Statement

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Caution Concerning Forward-Looking Statements
This proxy statement contains statements that we believe to be “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical fact are forward looking statements. Without limitation, any statements preceded or followed by or that include the words “targets,” “plans,” “believes,” “expects,” “intends,” “will,” “likely,” “may,” “anticipates,” “estimates,” “projects,” “forecasts,” “should,” “would,” “could,” “positioned,” “strategy,” “future,” “are confident,” or words, phrases or terms of similar substance or the negative thereof, are forward-looking statements. All projections in this proxy statement are also forward-looking statements. These forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties, assumptions and other factors, some of which are beyond our control, which could cause actual results to differ materially from those expressed or implied by such forward-looking statements. These factors include adverse effects on our business operations or financial results, including due to the overall global economic and business conditions impacting our business; the ability to achieve the benefits of our restructuring plans; the ability to successfully identify, finance, complete and integrate acquisitions, including the ECM Industries and other recent acquisitions; competition and pricing pressures in the markets we serve, including the impacts of tariffs; volatility in currency exchange rates, interest rates and commodity prices; inability to generate savings from excellence in operations initiatives consisting of lean enterprise, supply management and cash flow practices; inability to mitigate material and other cost inflation; risks related to the availability of, and cost inflation in, supply chain inputs, including labor, raw materials, commodities, packaging and transportation; increased risks associated with operating foreign businesses, including risks associated with military conflicts, such as that between Russia and Ukraine, and related sanctions; the ability to deliver backlog and win future project work; failure of markets to accept new product introductions and enhancements; the impact of changes in laws and regulations, including those that limit U.S. tax benefits; the outcome of litigation and governmental proceedings; and the ability to achieve our long-term strategic operating and ESG goals. Additional information concerning these and other factors is contained in our filings with the U.S. Securities and Exchange Commission, including our Annual Report on Form 10-K and our Quarterly Reports on Form 10-Q. All forward-looking statements speak only as of the date of this proxy statement. nVent assumes no obligation, and disclaims any obligation, to update the information contained in this proxy statement.
Website Information
This Proxy Statement includes website addresses and references to additional materials found on those websites. These websites and materials are not incorporated by reference herein.

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A Bright Future Ahead:
A Letter to our Shareholders
April 2, 2024
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Beth A. Wozniak
Chair and Chief Executive
Officer
2023 was an outstanding year for nVent. We delivered another year of exceptional performance. Our sales grew 12% to a record $3.3 billion, and we achieved record margins and cash flow. Our earnings per share increased 42% year-over-year and our adjusted earnings per share increased 28% year-over-year, both on top of strong performance a year ago. Our relative total shareholder performance was at the 81st percentile of the companies in the S&P 400 Industrials Index. I am very proud of our team’s performance and the results we achieved.
Our Strategy and Growth Initiatives
At nVent, we connect and protect and are building a more sustainable and electrified world. We believe our growth strategy focused on high-growth verticals, new products and innovation, global growth, and acquisitions will continue to drive differentiated performance. Our One nVent strategy is helping us scale with velocity, driving common business processes across our company, from commercial excellence, to building a world-class supply chain, to our digital transformation.
With our focus on high-growth verticals, we continue to see great momentum in Data Solutions, which is growing with the acceleration of AI and high-performance computing, driving demand for our liquid cooling offerings. Data Solutions grew more than 20% last year and now represents more than $450 million in sales. Within new products and innovation, we had a record year, launching more than 95 new products and achieving a new product vitality of 22%. We completed two strategic acquisitions; ECM Industries, which complemented our electrical power connection and grounding solutions portfolio, and TEXA Industries, which strengthened our position with industrial air conditioners and advanced cooling technologies. With both our acquisitions and our organic growth strategy, we are focused on global growth that brings our innovative products and solutions to customers around the world. Our strategy along with our Spark Management system and our Win Right values are driving our strong performance.
Building a More Sustainable and Electrified World
Electrification, sustainability, and digitalization are changing our world. With our innovation and decades of industry expertise, we are well positioned to meet the demands of a more electrified world and help our customers drive a more sustainable future. Our Enclosures solutions play a pivotal role in protecting electronics and data across mission-critical applications. From liquid cooling and power distribution in data centers, to critical applications in energy storage and industrial automation, we improve reliability and energy efficiency for our customers. Our Electrical and Fastening Solutions offer resilient and labor-saving solutions that reduce installation time and improve end-user safety across power utilities, smart buildings, renewable energy and e-mobility applications. And our Thermal Management solutions provides heat management and controls that are critical in the energy transition for liquefied natural gas, bio fuels, hydrogen, and carbon capture applications.
Environmental, Social, and Governance (ESG) Progress
ESG is core to our business strategy and how we operate. Last year we made significant progress across our ESG focus areas of People, Products, Planet, and Governance. In 2023 we were awarded our first gold sustainability rating from EcoVadis, placing us in the top 3% of companies assessed in our industry and the 93rd percentile of all businesses assessed. We also are very proud that we were recognized by Ethisphere as one of the 2024 World’s Most Ethical Companies®, demonstrating our commitment to integrity, which is one of our core values at nVent. Additionally, we were recognized as one of America’s Greenest Companies 2024 by Newsweek, named to the 2023 Fortune Best Workplaces in Manufacturing & Production List, and a finalist for the 2023 NACD Diversity, Equity, and Inclusion Award. We believe our people and culture are a differentiator. Our new products and innovation are key to building a more sustainable and electrified world and we are committed to protecting our natural resources through responsible energy, waste and water management.
Looking Ahead
I am very proud of what we’ve accomplished in our first five years, but I am even more excited for the opportunities ahead of us. We are well positioned to grow with the electrification of everything and sustainability and digitalization trends. At nVent, we are building a more sustainable and electrified world. Our future is bright!
2024 Proxy Statement      3

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Environmental, Social and Governance (ESG)
At nVent, we connect and protect our customers with inventive electrical solutions. We believe that safer systems ensure a more secure world. With this at the center of our mission, we embrace the opportunity and the responsibility in our role as an engaged corporate citizen. We are committed to continuously improving our ESG efforts and communicating with our stakeholders on our progress. We live ESG every day through our employees, our operations and our communities, and it is an integrated part of our strategy. We believe our commitment to ESG and continuous improvement will guide us toward a more sustainable future.
We conducted our first ESG materiality assessment in 2019, and the feedback we received from both internal and external stakeholders helped us focus on how we can make a meaningful impact in our world. Based on these key insights, we developed our three pillars — People, Products and Planet. We believe our goals within these three pillars demonstrate our commitment to ESG.
We are driving a culture focused on inclusion, diversity, employee engagement, safety and integrity. We are developing innovative solutions that deliver efficiency, safety and reduced resource consumption, creating a more sustainable future. We are operating with responsible energy, waste and water management practices to help protect natural resources.
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We expect to release our next report in the second quarter of 2024 covering our initiatives and progress during 2023.
4      nVent Electric plc

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Environmental, Social and Governance (ESG)
2023 ESG Highlights
People
At nVent, our people are at the core of our business. We believe our culture is a differentiator and fosters an environment where our employees can bring bold ideas, be authentic and build the future of a more sustainable and electrified world.
Promoting a culture of inclusion is a cornerstone of our strategy and is woven throughout our organization. We believe that diverse perspectives are key to our company’s ability to innovate for our customers and grow. We provide an inclusive work environment that drives innovation, connection and growth for our employees.
We are committed to maintaining a healthy and safe work environment for our employees and preventing workplace injuries. We use a safety model based on three pillars: management commitment, controlled hazards and employee engagement. Around the world, our safety leaders work with employees to reduce risks and injuries.
We value diversity in our workforce, supplier base and customers. As a global company, we believe that diversity contributes to the success of our business. We seek business partners, suppliers and contractors who share our commitment to socially responsible business practices. Our Supplier Diversity Program helps ensure our competitive supplier selection processes include diverse suppliers. Supporting our communities is part of our culture and values. Through the nVent Foundation and our broader nVent in Action program, we empower our employees to give to the causes they care about. We celebrate and support nVent employees around the world making their communities stronger by sharing their time, talents and resources with those in need.
2023 Highlights

We were named in the 2023 Bloomberg Gender-Equality Index for our commitment to transparency in gender-data reporting

We earned a Great Place to WorkTM Certification for 2023-2024

We were named to the 2023 Fortune Best Workplaces in Manufacturing & Production List

We improved our employee safety total recordable incident rate*

We made progress toward our goal to increase representation of women in management globally*
*
Does not include 2023 acquisitions
2024 Proxy Statement      5

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Environmental, Social and Governance (ESG)
Products
At nVent, we are building a more sustainable and electrified world. We focus on developing highly differentiated solutions with a measurable ESG impact. We connect and protect with inventive electrical solutions.

Energy Efficiency: Our solutions improve energy efficiency for our customers.

Resiliency and Protection: Our solutions add resiliency to critical systems by helping keep them safe from natural and human-made disruptions.

Customer Productivity: Our solutions reduce labor cost in design and installation, improve utilization and reduce total cost of ownership.

Lifespan and Serviceability: Our solutions extend the lifespan of our customers’ systems, reducing waste and lowering costs.

Safety: Our solutions improve end-user safety and help our customers enhance the safety of their operations.

Eco-Friendly: We support our customers’ sustainability goals by developing environmentally friendly products and solutions.
In 2021, we took steps to operationalize ESG into our product development process by introducing a project scoring system along with new definitions, guidelines and procedures. These steps help ensure positive ESG impacts are expected and tracked throughout our new product introduction process — from raw material acquisition to the entire lifespan of the products and solutions we deliver to our customers.
2023 Highlights

We achieved our goal to make product environmental data 100% digitally accessible to our customers

We continued to enhance our ESG definitions and scoring process for our NPI funnel and our entire product portfolio

We identified a significant percentage of new products in our active NPI funnel with a positive impact in at least one of our three Products ESG categories
Planet
At nVent, being a good steward of the environment is integral to how we operate. Innovation, adaptability and our continuous improvement approach allow us to help protect natural resources and provide value to our customers and the communities where we live and work.
Working to improve our environmental impact is a priority throughout our company. We are committed to helping protect our natural resources through:

Responsible Energy Management: We use smart conservation measures to drive reductions in energy use.

Reducing Greenhouse Gas Emissions: We invest in renewable energy and take steps to improve operational efficiency to decrease our carbon emissions.

Reducing Water Consumption: We aim to reduce our water consumption through water reuse and more efficient processes.

Reducing and Diverting Waste: We track waste at all of our manufacturing sites and develop plans to reduce it.
2023 Highlights

We achieved a gold sustainability rating from EcoVadis in 2023 for our strong ESG performance, placing us in the top 3 percent of companies assessed in our industry*

We were named one of America’s Greenest Companies 2024 by Newsweek and Plant-A Insights Group

We continued to drive reductions in our greenhouse gas emissions through investments in renewable energy and operational efficiencies
*
EcoVadis is a third-party entity that evaluates companies on a complex scale of ESG factors
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Environmental, Social and Governance (ESG)
Governance
At nVent, we believe that good governance sets the foundation for success and is key to driving our ESG strategy forward. Our six Win Right Values — Absolute Integrity, Customer First, Positive Energy, Innovation and Adaptability, Respect and Teamwork, and Accountability for Performance — guide our behaviors and actions. Our values reflect how we do business and interact with those around us, and they are central to our success.
Our values are reflected in our Code of Business Conduct and Ethics. We have policies and programs in place to guide employees in ethical business conduct.
We are committed to upholding and protecting human rights, as outlined in our Human Rights Policy, and treating people with dignity and respect in the workplace and in the communities where we do business. We are diligent about selecting suppliers that align with our expectations for high ethical standards related to human rights, worker safety and environmental responsibility.
2023 Highlights

We were named as one of the 2024 World’s Most Ethical Companies by Ethisphere

We trained 100% of professional employees on our Code of Business Conduct and Ethics

We updated our Supplier Code of Conduct to embed additional ESG considerations
2024 Proxy Statement      7

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Shareholder Engagement
Understanding the issues our shareholders care about is critical to good governance. We have worked to establish a robust engagement program so that we continuously receive shareholder input regarding our financial performance, strategy, capital allocation, executive compensation, environmental, social and governance matters, and other topics that are front-of-mind for our shareholders.
All year, we participate in investor conferences and events, and regularly engage with shareholders to understand their perspectives and areas of focus.
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In the fall of 2023, we invited shareholders representing over half of our outstanding shares to engage with us, and we held calls with shareholders representing approximately 26% of our outstanding shares.* Details regarding our fall outreach efforts are presented below:
Total engaged
Directors engaged
2023 engagement topics included
26% of O/S*
100% of calls

ESG, including Scope 1, 2 and 3 emissions and
nVent’s materiality assessment process

Board oversight of risk

Board composition and diversity

Business ethics

Inclusion and diversity

Human capital management

Shareholder engagement

Executive compensation
*
nVent outstanding shares and shareholder ownership are as of the time of fall outreach, which reflects June 30, 2023 data. Shareholder ownership is based on publicly disclosed ownership.
8      nVent Electric plc

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Notice of Annual General Meeting of Shareholders
To Be Held May 17, 2024
Our Annual General Meeting of Shareholders will be held at The Lanesborough London, Hyde Park Corner, London, SW1X 7TA, United Kingdom, on Friday, May 17, 2024, at 8:00 a.m. British Summer Time, to consider and vote upon the following proposals; provided that if we are unable to hold the meeting at this location, date and/or time, it will be held at an alternative location, date and/or time that we will publicly announce:
1.
By Separate Resolutions, Election of the Following Director Nominees:
i.
Sherry A. Aaholm
ii.
Jerry W. Burris
iii.
Susan M. Cameron
iv.
Michael L. Ducker
v.
Danita K. Ostling
vi.
Nicola Palmer
vii.
Herbert K. Parker
viii.
Greg Scheu
ix.
Beth A. Wozniak
2.
Approve, by Non-Binding Advisory Vote, the Compensation of the Named Executive Officers
3.
Ratify, by Non-Binding Advisory Vote, the Appointment of Deloitte & Touche LLP as the Independent Auditor and Authorize, by Binding Vote, the Audit and Finance Committee of the Board of Directors to Set the Auditor’s Remuneration
4.
Authorize the Board of Directors to Allot and Issue New Shares under Irish Law
5.
Authorize the Board of Directors to Opt Out of Statutory Preemption Rights under Irish Law
6.
Authorize the Price Range at which nVent Electric plc Can Re-allot Shares it Holds as Treasury Shares under Irish Law
To consider and act on such other business as may properly come before the Annual General Meeting or any adjournment.
Proposals 1, 2, 3 and 4 are ordinary resolutions, requiring the approval of a simple majority of the votes cast at the meeting. Proposals 5 and 6 are special resolutions, requiring the approval of not less than 75% of the votes cast at the meeting.
Only shareholders of record as of the close of business on March 20, 2024 are entitled to receive notice of and to vote at the Annual General Meeting.
If you are a shareholder entitled to attend, speak and vote at the Annual General Meeting, you are entitled to appoint a proxy or proxies to attend, speak and vote on your behalf. A proxy need not be a shareholder. If you wish to appoint as proxy any person other than the individuals specified on the proxy card, please contact our Corporate Secretary at our registered office or deliver to the Corporate Secretary at our registered office a proxy card in the form set out in section 184 of the Irish Companies Act 2014; please also note that your nominated proxy must attend the Annual General Meeting in person in order for your vote to be cast.
At the Annual General Meeting, management will review nVent Electric plc’s affairs and will also present nVent Electric plc’s Irish statutory financial statements for the fiscal year ended December 31, 2023 and the reports of the directors and the statutory auditors thereon.
By Order of the Board of Directors,
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Jon Lammers
Corporate Secretary
April 2, 2024
Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on May 17, 2024. The Annual Report, Notice of Annual General Meeting, Proxy Statement and Irish Statutory Financial Statements and Related Reports are available by Internet at www.proxyvote.com.
Shareholders in Ireland may participate in the Annual General Meeting by audio link at the offices of Arthur Cox, Ten Earlsfort Terrace, Dublin 2, Ireland, at 8:00 a.m. Irish Standard Time. See “Questions and Answers About the Annual General Meeting and Voting” for further information on participating in the Annual General Meeting in Ireland.
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Where
The Lanesborough London,
Hyde Park Corner, London, SW1X 7TA, United Kingdom
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When
Friday, May 17, 2024,
8:00 a.m. British Summer Time
Whether or not you plan to attend, we encourage you to vote your shares by submitting a proxy as soon as possible. IF YOU PLAN TO SUBMIT A PROXY, YOU MUST SUBMIT YOUR PROXY BY INTERNET OR TELEPHONE, OR YOUR PRINTED PROXY CARD MUST BE RECEIVED AT THE ADDRESS STATED ON THE CARD, BY NO LATER THAN 11:59 P.M. EASTERN DAYLIGHT TIME ON MAY 15, 2024 (4:59 A.M. BRITISH SUMMER TIME ON MAY 16, 2024) OR, IF YOU ARE A BENEFICIAL OWNER, SUCH EARLIER TIME AS YOUR BANK, BROKER-DEALER, BROKERAGE FIRM, OR NOMINEE MAY REQUIRE.
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By Internet
You can vote over the internet at www.proxyvote.com.
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By Telephone
You can vote by telephone from the United States or Canada by calling the telephone number on the proxy card.
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By Mail
You can vote by mail by marking, signing and dating your proxy card or voting instruction form and returning it in the postage-paid envelope, which will then be forwarded to nVent Electric plc’s registered address electronically.
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Vote in Person
If you plan to attend the Annual General Meeting and wish to vote your ordinary shares in person, we will give you a ballot paper at the meeting.
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Proxy Statement for the Annual General Meeting
of Shareholders of nVent Electric plc to be held
on Friday, May 17, 2024
Proxy Statement Summary
This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information you should consider, and you should read the entire proxy statement before voting. Proxy materials are being made available on or about April 2, 2024 to our shareholders entitled to vote at the Annual General Meeting.
Voting Matters and Recommendations
Proposal
Board
Recommendation
Vote
Required
Page
Reference
1.
Election of Director Nominees
FOR
each nominee
Majority of
votes cast
14
2.
Approve, by Non-Binding Advisory Vote, the Compensation of the Named Executive Officers
FOR
Majority of
votes cast
33
3.
Ratify, by Non-Binding Advisory Vote, the Appointment of Deloitte & Touche LLP as the Independent Auditor and Authorize, by Binding Vote, the Audit and Finance Committee to Set the Auditor’s Remuneration
FOR
Majority of
votes cast
65
4.
Authorize the Board of Directors to Allot and Issue New Shares under Irish Law
FOR
Majority of
votes cast
68
5.
Authorize the Board of Directors to Opt Out of Statutory Preemption Rights under Irish Law
FOR
75% of
votes cast
69
6.
Authorize the Price Range at which nVent Electric plc Can Re-Allot Treasury Shares under Irish Law
FOR
75% of
votes cast
70
Board and Governance Highlights
Director Nominees
For the 2024 Annual General Meeting, our Board has recommended the following director nominees.
Committee Memberships
Name, Age
Director
Since
Independent
Audit and
Finance
Compensation and
Human Capital
Governance
and Social
Responsibility
Gender
Diversity
Racial
Diversity
Sherry A. Aaholm, 61
2023
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Jerry W. Burris, 60
2018
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Susan M. Cameron, 65
2018
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Michael L. Ducker, 70
2018
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Danita K. Ostling, 63
2022
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Nicola Palmer, 56
2020
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Herbert K. Parker, 65
2018
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Greg Scheu, 62
2021
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Beth A. Wozniak (CEO), 59
2018
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Committee Member:  [MISSING IMAGE: ic_committeemember-pn.jpg]      Committee Chair: [MISSING IMAGE: ic_committeechair-pn.jpg]
*
Upon completion of the 2024 Annual General Meeting, Ms. Palmer will join the Compensation and Human Capital Committee and the Governance and Social Responsibility, and leave the Audit and Finance Committee.
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Proxy Statement Summary
Overview of the Board
Our Board of Directors (our “Board”) considers a variety of factors described below under “Director Qualifications, Diversity and Tenure” when assessing the qualifications of Board nominees. Eight of our nine nominees are independent, and four have CEO experience. Two of our Board Committee chairs are racially diverse, and our lead director is gender diverse.
At nVent, we believe that diversity extends beyond age, race and gender. In 2024, our Board conducted a voluntary self-identification exercise for additional dimensions of diversity including disability status, status as a veteran or spouse of a veteran, and LGBTQ+ status. Four of our Director nominees identified with one or more of these characteristics, which we believe enhances the impact our Board is able to bring due to their varying experiences. When considering these additional dimensions of diversity in addition to race and gender, eight of our nine Director nominees are diverse.
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(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.
Board Independence and Diversity Other Governance Practices

All Directors are independent, except our Chair

Independent Lead Director with robust responsibilities set forth in our Corporate Governance Principles

Independent Directors meet without management present

Four new Directors added in the last four years

Diversity in Board leadership

Board Chair

Two Committee Chairs

Independent Lead Director
Board Performance

Engaged Board with 100% average meeting attendance

Annual Board and Committee self-assessments
Shareholder Rights

Proxy access for Director nominees

No poison pill

Stock ownership requirements for officers and Directors

Code of Ethics for Directors, officers and employees

Annual ethics training for employees, officers and Directors

Anti-hedging and anti-pledging policies

Formal Director orientation and Director continuing education programs

Active shareholder outreach and engagement with Director participation

Limitations on the number of public company boards on which Directors may serve

Annual ESG reporting

Board and Committee oversight of ESG, risk and cybersecurity matters

Regular Board updates on key areas of strategy and risk
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Proxy Statement Summary
Executive Compensation Highlights
These executive compensation highlights should be read in connection with the Executive Compensation section of this Proxy Statement, including the Compensation Discussion and Analysis section (see page 35).
Our Compensation Philosophy
The Compensation and Human Capital Committee believes that the most effective executive compensation program aligns executive initiatives with shareholders’ economic interests. The Committee seeks to accomplish this by rewarding the achievement of specific annual and long-term and strategic goals that create lasting shareholder value. The Committee’s specific objectives include:

to motivate and reward executives for achieving annual and long-term financial objectives;

to align management and shareholder interests by encouraging employee stock ownership;

to provide rewards commensurate with individual and company performance;

to encourage growth and innovation; and

to attract and retain top-quality executives and key employees.
To balance these objectives, our executive compensation program uses the following direct compensation elements:

base salary, to provide fixed compensation competitive in the marketplace;

annual incentive compensation, to reward short-term performance against specific financial targets; and

long-term incentive compensation, to link management incentives to long-term value creation and shareholder return.
The Compensation and Human Capital Committee reviews total compensation for executive officers and the relative levels of each of these forms of compensation against the Committee’s goals. The mix of total direct compensation (shown at target) for 2023 for our Chair and Chief Executive Officer and the average of the other executive officers named in the Summary Compensation Table below (our “Named Executive Officers”) is shown in the charts below.
2023 Target Direct Compensation Mix
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Table of Contents
LETTER TO SHAREHOLDERS 3
ENVIRONMENTAL, GOVERNANCE AND SOCIAL 4
SHAREHOLDER ENGAGEMENT 8
NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS 9
PROXY STATEMENT FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS OF NVENT ELECTRIC PLC TO BE HELD ON FRIDAY, MAY 17, 2024 10
PROXY STATEMENT SUMMARY 10
Voting Matters and Recommendations 10
PROPOSAL 1 ELECT DIRECTOR NOMINEES 15
Vote Requirement 15
Director Nominees Standing for Election 16
Director Independence 21
Director Qualifications, Diversity and Tenure 21
Shareholder Recommendations, Nominations and Proxy Access 23
CORPORATE GOVERNANCE MATTERS 24
The Board’s Role and Responsibilities, Including Risk Oversight 24
Board Structure and Processes 26
Committees of the Board 29
Attendance at Meetings 31
Director Compensation 31
EXECUTIVE COMPENSATION 33
PROPOSAL 2 APPROVE, BY NON-BINDING ADVISORY VOTE, THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS 33
Vote Requirement 34
COMPENSATION AND HUMAN CAPITAL COMMITTEE REPORT 34
COMPENSATION DISCUSSION AND ANALYSIS 35
Our Named Executive Officers 35
Key Business Results and Goals 35
Overview of Compensation Program and Objectives 37
Our Compensation Best Practices 38
Shareholder Engagement Initiatives and Say on Pay 38
Comparative Framework 39
Compensation Program Elements 40
Base Salaries 40
Annual Incentive Compensation 40
Long-Term Incentive Compensation 43
Perquisites and Other Personal Benefits 45
Stock Ownership Guidelines 45
Equity Holding Policy 45
Compensation Recovery Policy 45
Policy Prohibiting Hedging and Pledging 46
Retirement and Other Benefits 46
Severance and Change-in-Control Benefits 47
Impact of Tax Considerations 48
Compensation Consultant 48
Evaluating the Chief Executive Officer’s Performance 48
Equity Award Practices 48
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EXECUTIVE COMPENSATION TABLES 49
Summary Compensation Table 49
Grants of Plan-Based Awards in 2023 51
Outstanding Equity Awards at December 31, 2023 52
2023 Option Exercises and Stock Vested Table 54
2023 Pension Benefits 54
Nonqualified Deferred Compensation Table 55
Potential Payments Upon Termination or Change in Control 56
Pay Ratio 60
Pay versus Performance 60
Risk Considerations in Compensation Decisions 63
PROPOSAL 3 RATIFY, BY NON-BINDING ADVISORY VOTE, THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE INDEPENDENT AUDITOR OF NVENT ELECTRIC PLC AND TO AUTHORIZE, BY BINDING VOTE, THE AUDIT AND FINANCE COMMITTEE OF THE BOARD OF DIRECTORS TO SET THE AUDITOR’S REMUNERATION 64
Vote Requirement 64
Audit and Finance Committee Pre-approval Policy 65
Fees Paid to the Independent Auditors 65
AUDIT AND FINANCE COMMITTEE REPORT 66
PROPOSAL 4 AUTHORIZE THE BOARD OF DIRECTORS TO ALLOT NEW SHARES UNDER IRISH LAW 67
Vote Requirement 67
PROPOSAL 5 AUTHORIZE THE BOARD OF DIRECTORS TO OPT OUT OF STATUTORY PREEMPTION RIGHTS UNDER IRISH LAW 68
Vote Requirement 68
PROPOSAL 6 AUTHORIZE THE PRICE RANGE AT WHICH NVENT ELECTRIC PLC CAN RE-ALLOT SHARES IT HOLDS AS TREASURY SHARES UNDER IRISH LAW 69
Vote Requirement 69
SECURITY OWNERSHIP 70
QUESTIONS AND ANSWERS ABOUT THE ANNUAL GENERAL MEETING AND VOTING 71
SHAREHOLDER PROPOSALS AND NOMINATIONS FOR THE 2025 ANNUAL GENERAL MEETING OF SHAREHOLDERS 75
IRISH DISCLOSURE OF SHAREHOLDER INTERESTS 76
2023 ANNUAL REPORT ON FORM 10-K 76
REDUCE DUPLICATE MAILINGS 76
APPENDIX A – RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES 77
14      nVent Electric plc

TABLE OF CONTENTS
Proposal
1
Elect Director Nominees
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The Board recommends a vote FOR each Director nominee
Our Board currently has ten members. On the recommendation of the Governance and Social Responsibility Committee, the Board has nominated each of the nine individuals named below for election for a one-year term expiring on completion of the 2025 Annual General Meeting and determined that effective simultaneously with the conclusion of the 2024 Annual General Meeting, the size of the Board will be set at nine directors. The term of Randall J. Hogan, a current Director, will expire at the 2024 Annual General Meeting. If any of the nominees should become unable to accept election, the proxies named on the proxy card may vote for other persons selected by the Board. Management has no reason to believe that any of the nominees named below will be unable to serve his or her full term if elected.
Biographies of the director nominees follow. These biographies include for each director their ages (as of the date of the filing of this Proxy Statement); their business experience; their publicly held directorships and certain other organizations of which they are, or have been within the past five years, directors; and a discussion of the specific experience, qualifications, attributes or skills that led to the conclusion that each should serve as a director.
The resolutions in respect of this Proposal 1 are ordinary resolutions. The text of the resolutions in respect of Proposal 1 are as follows:
IT IS RESOLVED, by separate ordinary resolutions, to elect the following nine director nominees for a term expiring on completion of the 2025 Annual General Meeting: Sherry A. Aaholm, Jerry W. Burris, Susan M. Cameron, Michael L. Ducker, Danita K. Ostling, Nicola Palmer, Herbert K. Parker, Greg Scheu, and Beth A. Wozniak.”
Vote Requirement
Under our Articles of Association, the election of each director nominee at this meeting requires the affirmative vote of a majority of the votes cast in person or by proxy at the Annual General Meeting. A nominee who does not receive a majority of the votes cast in an uncontested election will not be elected to our Board. Your proxies cannot be voted for a greater number of persons than the number of nominees named in this Proxy Statement.
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The Board recommends a vote FOR election of each Director nominee.
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Proposal 1
Director Nominees Standing for Election
Sherry A. Aaholm
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Ms. Aaholm is the Vice President and Chief Digital Officer of Cummins, Inc., a global power leader that designs, manufactures, distributes and services diesel, natural gas, electric and hybrid powertrains and powertrain-related components, having served in that role since 2021. Previously, she served as Vice President – Chief Information Officer of Cummins, Inc. from 2013 to 2021, and prior to that she served as Executive Vice President, Information Technology of FedEx Services from 1999 to 2012. Ms. Aaholm has over three decades of experience overseeing mission-critical information systems and a depth of experience in technology, cyber and information security, and development of digital and prognostic solutions for manufacturing and physical products. Ms. Aaholm also earned a graduate degree in sustainability. Ms. Aaholm has served on the board of directors of Old Dominion Freight Line, Inc. since 2018.
Qualifications: Ms. Aaholm brings to our Board her decades of experience overseeing mission-critical information systems and her extensive experience in technology and cyber and information security, and development of digital/Internet of Things. Ms. Aaholm also holds a graduate degree in sustainability and our Board benefits from her wealth of knowledge in this area.
Director since 2023
Age 61
Independent
Committees
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Audit and Finance
Jerry W. Burris
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Mr. Burris is the President and Chief Executive Officer of Midwest Can Company, a manufacturer of portable fuel cans and specialty containers, a position he has held since 2018. Mr. Burris served as President and Chief Executive Officer of Associated Materials Group, Inc., a manufacturer of professionally installed exterior building products, from 2011 to 2014. Prior to that, he served as President, Precision Components of Barnes Group Inc., and was the President of Barnes Industrial, a global precision components business within Barnes Group. Prior to joining Barnes Group, Mr. Burris held a number of senior management positions at General Electric including President and Chief Executive Officer of Advanced Materials Quartz and Ceramics; General Manager of Global Services at GE Healthcare; head of global supply chain sourcing with GE Industrial Systems and Honeywell Integration. During his time with GE, Mr. Burris was also an active leader of GE’s African American Forum. Mr. Burris has served as a director of Midwest Can Company since 2017 and Mohawk Industries, Inc., a global flooring manufacturer, since 2022. During the past five years, Mr. Burris also previously served as a director of Fifth Third Bancorp.
Qualifications: Mr. Burris brings to our Board significant executive leadership experience in management of global manufacturing operations and related processes, such as supply chain management, quality control and product development. Mr. Burris also provides our Board with insight into operating best practices and current developments in a variety of management contexts.
Director since 2018
Age 60
Independent
Committees:
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Compensation
and Human Capital (Chair)
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Governance and Social Responsibility
16      nVent Electric plc

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Proposal 1
Susan M. Cameron (Lead Director)
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Ms. Cameron is the retired Chairman and Chief Executive Officer of Reynolds American Inc., a publicly-traded tobacco company, where she served as its Non-Executive Chairman from May 2017 to July 2017, its Executive Chairman from January 2017 to May 2017, and its Chief Executive Officer and member of the Board of Directors from 2014 to 2016. Prior to that, she served as President and Chief Executive Officer from 2004 to 2011 and as a member of Reynolds American Inc.’s board of directors from 2006 to 2011. Prior to joining Reynolds American Inc., Ms. Cameron held various marketing, management and executive positions at Brown & Williamson Tobacco Corporation, a U.S. tobacco company. Ms. Cameron has served as a director of Aramark since 2019, as a director of Tupperware Brands Corporation since 2011 and the Non-Executive Chairman of Tupperware Brands Corporation since 2019.
Qualifications: Ms. Cameron has considerable experience in the executive leadership and marketing functions of a public company. Ms. Cameron also brings to our Board strong leadership skills, marketing and brand leadership expertise, risk management and business continuity experience, and essential insights and perspectives regarding the strategic and operational opportunities and challenges of a global manufacturing business.
Director since 2018
Age 65
Independent
Committees:
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Compensation and Human Capital
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Governance and Social Responsibility
Michael L. Ducker
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Mr. Ducker is the retired President and Chief Executive Officer of FedEx Freight, a segment of FedEx Corporation, a global provider of supply chain, transportation, business and related information services, having served from 2015 to 2018. From 2009 to 2015 he held the positions of Executive Vice President and Chief Operating Officer and President of International for FedEx Express, a segment of FedEx Corporation, and prior to that he held various executive and management positions with FedEx Express including serving as president of FedEx Express Asia Pacific in Hong Kong and leading the Southeast Asia and Middle East regions from Singapore, as well as Southern Europe from Milan, Italy. Mr. Ducker serves as a director of Amway Corporation, a privately held direct selling business. During the past five years, Mr. Ducker also previously served as a director of U.S. Xpress Enterprises, Inc. and International Flavors & Fragrances Inc.
Qualifications: Mr. Ducker’s significant senior executive and international experience coupled with his extensive expertise in complex global operations and logistics complements the strength of our Board. Mr. Ducker’s prior experience as Chief Executive Officer of FedEx Freight provides him with knowledge of a number of important areas, including leadership, risk assessment, and operational issues.
Director since 2018
Age 70
Independent
Committees:
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Compensation and Human
Capital
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Governance and Social Responsibility (Chair)
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Proposal 1
Danita K. Ostling
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Ms. Ostling is a former partner and senior leader at Ernst & Young LLP, or EY, having served in various leadership roles from 1999 until her retirement in 2021. Ms. Ostling served a broad spectrum of publicly traded and privately held clients on complex issues in accounting, auditing, risk, regulatory and securities registrations. Ms. Ostling’s career with EY spanned 32 years and included serving as the Professional Practice Director for EY’s U.S. East Region from 2015 to 2021, and before that as Deputy Director Global Assurance Professional Practice – Accounting for eight years in London. In addition to her work at EY, Ms. Ostling also served in leadership roles for Citigroup, Inc. and the Financial Accounting Standards Board, or FASB. Ms. Ostling has served as a director of Circle Internet Financial Limited, a global financial technology firm, since 2021, Varsity Brands, Inc., a privately held American apparel company, since 2022 and Dover Corporation, a diversified global manufacturer and solutions provider, since 2023.
Qualifications: Ms. Ostling has extensive expertise in accounting and auditing, with significant experience consulting on complex accounting issues for large global companies and ESG reporting. She also brings to our board her subject matter expertise with respect to accounting and audit standards, risk management and compliance, and evaluation of cybersecurity breaches and potential accounting and financial controls impacts.
Director since 2022
Age 63
Independent
Committees:
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Audit and Finance
Nicola Palmer
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Ms. Palmer is the retired Chief Technology Ambassador of Verizon Communications, Inc., a global provider of technology, communications, information and entertainment products and services, having served in that role from 2022 until her retirement in 2023. Previously she served as Chief Product Development Officer from 2019 to 2022, as Chief Network Engineering Officer and Head of Wireless Networks from 2017 to 2018 and as Chief Technology Officer for Verizon Wireless from 2013 to 2017, after having served in technology roles of increasing responsibility for Verizon since 2000.
Qualifications: With a career spanning technology, engineering, operations, service management, product development, and strategy/planning, Ms. Palmer has extensive expertise in building, evolving and innovating technology products, platforms and services. She has significant experience in digital business transformation; evaluating acquisitions and investments to drive innovation; and cybersecurity, including governance, assessment, control evaluation, security engineering, incident response and on-going business continuity planning.
Director since 2020
Age 56
Independent
Committees:*
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Compensation and Human Capital
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Governance and Social Responsibility
*
Upon completion of the 2024 Annual General Meeting, Ms. Palmer will join the Compensation and Human Capital Committee and the Governance and Social Responsibility Committee. She is currently a member of the Audit and Finance Committee.
18      nVent Electric plc

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Proposal 1
Herbert K. Parker
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Mr. Parker was Executive Vice President of Operational Excellence for Harman International Industries, Inc., a worldwide developer, manufacturer and marketer of audio products, lighting solutions and electronic systems, from 2015 to 2017, and was the Executive Vice President and Chief Financial Officer of Harman Industries, Inc. from 2008 to 2014. Previously, Mr. Parker served in various financial positions with ABB Ltd. including as Chief Financial Officer of the Americas region. Mr. Parker began his career as a staff accountant with C-E Systems. Mr. Parker has served as a director of each of Apogee Enterprises Inc. and American Axle & Manufacturing since 2018, and as a director of TriMas Corporation since 2015. Mr. Parker has been appointed to serve as Chairman of the Board at TriMas Corporation effective at the TriMas Corporation 2024 annual meeting of shareholders.
Qualifications: Mr. Parker has extensive experience in financial and asset management, accounting and audit, and Sarbanes-Oxley controls and compliance for public companies. His experience serving as a financial executive with multiple public companies in many different countries has provided him with extensive leadership experience and subject matter expertise in enterprise risk management, investor relations, operations and international business.
Director since 2018
Age 65
Independent
Committees:
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Audit and Finance (Chair)
Greg Scheu
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Mr. Scheu is the retired President of the Americas region as well as Head of Group Service and Business Integration of ABB, Inc., a subsidiary of leading global technology company ABB Ltd., having served in those roles from 2015 until his retirement in October 2019. Mr. Scheu also served as a member of ABB Ltd.’s Executive Committee from 2012 until his retirement. From 2013 to 2014, he was ABB Inc.’s Head of Business Integration, Group Service and North America. From 2012 to 2013, he was its Head of Marketing and Customer Solutions. Mr. Scheu joined ABB in 2001 and was responsible for the integration of key acquisitions into ABB. After his retirement from ABB in 2019, Mr. Scheu founded StratPro Partners, a consulting and advisory practice, and is also a senior advisor at Lindsay Goldberg, a private equity firm.
Qualifications: Mr. Scheu brings extensive industry and mergers and acquisitions experience. His service as an executive for the subsidiary of a leading global technology company has provided him with extensive leadership experience and subject matter expertise in enterprise operations and business integrations.
Director since 2021
Age 62
Independent
Committees:
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Audit and Finance
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Proposal 1
Beth A. Wozniak (Chair)
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Ms. Wozniak has served as our Chair since 2023, and has served as our Chief Executive Officer since the completion of the separation of our company from Pentair plc in 2018. Prior to that, Ms. Wozniak was President of Pentair plc’s Electrical segment from 2017 to 2018, and served as President of Pentair plc’s Flow & Filtration Solutions Global Business Unit from 2015 to 2016. Previously, Ms. Wozniak held various leadership roles at Honeywell International Inc., and its predecessor AlliedSignal, from 1990 to 2015 including as President of the Environmental and Combustion Controls unit of Honeywell International Inc. from 2011 to 2015 and prior to that as President of the Sensing and Controls unit of Honeywell International Inc. from 2006 to 2011. In 2021 Ms. Wozniak joined the board of directors of Carrier Global Corporation, a global leader in intelligent climate and energy solutions. Ms. Wozniak has served as a director of Carrier Global Corporation since 2021, and in 2022 was named Vice Chair of the Board of Governors of the National Electrical Manufacturers Association (NEMA).
Qualifications: Ms. Wozniak brings extensive experience in leading complex, global business operations, mergers and acquisitions, risk management and business continuity planning, and contributes leadership expertise and insights to our Board.
Director since 2018
Age 59
Chair since 2023
20      nVent Electric plc

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Proposal 1
Director Independence
The Board, based on the recommendation of the Governance and Social Responsibility Committee, determines the independence of each director and director nominee based upon the New York Stock Exchange, or NYSE, listing standards and the categorical standards of independence included in our Corporate Governance Principles, which can be found at investors.nvent.com/corporate-governance/governance-documents/default.aspx. Based on these standards, the Board has affirmatively determined that all of our non-employee directors and director nominees other than Ms. Wozniak (i.e., Mses. Aaholm, Cameron, Ostling and Palmer, and Messrs. Burris, Ducker, Hogan, Parker and Scheu) are independent and have no material relationship with us (including our directors and officers) that would interfere with their exercise of independent judgment. The Board has affirmatively determined that Ms. Wozniak (Chair of our Board and Chief Executive Officer) is not independent.
In determining independence, our Board and Governance and Social Responsibility Committee consider circumstances where a director or director nominee serves as an employee of another company that is a customer or supplier. The Board and Committee have reviewed each of these relationships, which are set forth below. In each case, the relationship involves sales to or purchases from the other company that, for each of 2021 through 2023, were (a) less than the greater of $1 million or 2% of that organization’s consolidated gross revenues during each of 2023, 2022 and 2021; and (b) not of an amount or nature that impeded the director’s exercise of independent judgment.
Director
Relationship(s) Considered
Ms. Aaholm Vice President and Chief Digital Officer, Cummins, Inc.
Ms. Palmer Retired Chief Technology Ambassador, Verizon Communications Inc.
Director Qualifications, Diversity and Tenure
The Governance and Social Responsibility Committee and the Board recognize that the Board’s contributions and effectiveness depend on the character and abilities of each director individually as well as on their collective strengths. Accordingly, the Committee and the Board evaluate candidates based on a number of criteria taking into account issues of judgment, diversity (including gender, racial and ethnic diversity), age, and skills, all in the context of an assessment of the perceived needs of the Board at that point in time. Directors are chosen with a view to bringing to the Board a diversity of experience and backgrounds and establishing a core of business advisers with financial and management expertise. When evaluating candidates for nomination as new directors, the Governance and Social Responsibility considers, and will ask any search firm that it engages to provide, a diverse set of candidates.
We believe that representation of gender, racial, ethnic, geographical, cultural and other diverse perspectives contributes to our Board’s understanding of the perspectives of our customers, employees, shareholders and other stakeholders. In addition, the Committee and the Board consider the tenure of incumbent directors, with the goal of having a mix of shorter-tenured directors who provide fresh perspectives and longer-tenured directors who provide experience regarding our company and its business.
DIRECTOR NOMINEES
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*
See “Overview of the Board” on page 11 for more information regarding other diverse characteristics.
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Proposal 1
When considering candidates for election as directors, the Committee and the Board are guided by the following principles, found in our Corporate Governance Principles:

at least a majority of the Board must consist of independent directors who meet the NYSE definition of “independent director;”

each director should be an individual of the highest character and integrity and have an inquiring mind, vision and the ability to work well with others;

each director should be free of any conflict of interest that would violate any applicable law or regulation or interfere with the proper performance of the responsibilities as a director;

each director should possess substantial and significant experience which would be of particular importance to us in the performance of the duties of a director;

each director should have sufficient time available to devote to the affairs of our company in order to carry out the responsibilities of a director; and

each director should have the capacity and desire to represent the balanced, best interests of our company and our shareholders as a whole and not primarily the interests of a special interest group or constituency and be committed to enhancing long-term shareholder value.
Our policies on director qualifications emphasize our commitment to diversity at the Board level — diversity not only of gender, sexual orientation, race, religion or national origin but also diversity of experience, expertise and training. The Governance and Social Responsibility Committee in the first instance is charged with observing these policies, and strives in reviewing each candidate to assess the fit of his or her qualifications with the needs of the Board and our company at that time, given the then current mix of directors’ attributes. Board composition, effectiveness and processes are all subject areas of our annual Board self-assessment, which is described in more detail below under “Board and Committee Self-Assessments.”
Listed below are the skills and experience that we consider to be important for our director nominees in light of our current business strategy and culture. The lack of a bullet does not mean the director does not possess that item. Rather, a bullet indicates a specific area of focus or expertise of a director. Please see our director nominees’ biographies, which describe their respective experience, qualifications, attributes and skills relative to this list.
Experience/Qualifications/Attributes/Skills
Board Nominees
Aaholm
Burris
Cameron
Ducker
Ostling
Palmer
Parker
Scheu
Wozniak
Cybersecurity
Racial/Ethnic or Gender Diverse Director
ESG
Financial
Human Capital Management
Innovation/Digital/Technology
International Business & Operations
M&A
Operations/Manufacturing
Relevant Industry
Risk Management
Sales & Marketing
Senior Leadership
Strategy Formation
Supply Chain/Logistics
Racial/Ethnic Diversity (self-identified)
Black/African American
Caucasian
Gender
Male
Female
Non-Binary
22      nVent Electric plc

TABLE OF CONTENTS
Proposal 1
Shareholder Recommendations, Nominations and Proxy Access
Our Corporate Governance Principles provide that the Governance and Social Responsibility Committee will consider persons properly recommended by shareholders to become nominees for election as directors in accordance with the criteria described above under “Directors Qualifications, Diversity and Tenure.” Recommendations for consideration by the Governance and Social Responsibility Committee, together with appropriate biographical information concerning each proposed nominee, should be sent in writing to c/o Corporate Secretary, nVent Electric plc, The Mille, 1000 Great West Road, 8th Floor (East), London, TW8 9DW United Kingdom.
Our Articles of Association set forth procedures to be followed by shareholders who wish to nominate candidates for election as directors in connection with an Annual General Meeting. All such nominations must be accompanied by certain background and other information specified in the Articles of Association and submitted within the timing requirements set forth in the Articles of Association. See “Shareholder Proposals and Nominations for the 2025 Annual General Meeting” below for more information.
In addition, eligible shareholders may under certain circumstances be able to nominate and include in our proxy materials a specified number of candidates for election as directors under the proxy access provisions in our Articles of Association. All such nominations must be accompanied by certain background and other information specified in our Articles of Association and submitted within the timing requirements set forth in our Articles of Association. See “Shareholder Proposals and Nominations for the 2025 Annual General Meeting of Shareholders” below for more information.
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Corporate Governance Matters
The Board’s Role and Responsibilities, Including Risk Oversight
Risk Oversight
At the direction of our Board, we have instituted an enterprise-wide risk management system to assess, monitor and mitigate risks that arise in the course of our business. Each of our Board Committees focuses on specific risks within its respective area of responsibility, and our Board oversees our overall risk management process. For example:

our Audit and Finance Committee focuses on our internal controls, including those relating to information technology and cyber security, and discusses major enterprise-level risk exposures;

our Compensation and Human Capital Committee annually assesses potential risks arising from compensation programs and policies; and

our Governance and Social Responsibility Committee provides oversight regarding our general approach and strategy for addressing ESG matters and relevant risks.
Our Chief Financial Officer has the primary responsibility to the Board in the planning, assessment and reporting of our risk profile. The Board reviews an assessment of, and a report on, our risk profile on a regular basis.
Oversight in Company Strategy
At least once per year, the Board and senior management engage in an in-depth strategic review of our outlook and strategies which is designed to create long-term shareholder value and serves as the foundation upon which goals are established. Throughout the year, the Board then monitors management’s progress against such goals.
Oversight in Succession Planning
The Board views its role in succession planning and talent development as a key responsibility. At least once annually, usually as part of the annual talent review process, the Board discusses and reviews the succession plans for the Chief Executive Officer position and other executive officers and key contributors. The directors become familiar with potential successors for key management positions through various means, including annual talent reviews, presentations to the Board, and communications outside of meetings. Our succession planning process is an organization-wide practice designed to proactively identify, develop and retain the leadership talent that is critical for our future business success.
Cybersecurity Risk Oversight
nVent has implemented a comprehensive cybersecurity program designed to protect the confidentiality, integrity, and availability of our information systems and data. The program is aligned with the National Institute of Standards and Technology (NIST) Cybersecurity Framework and zero trust model, incorporates industry best practice standards, and includes policies, standards, procedures, controls and technology platforms that help manage cybersecurity risk.
Our Board oversees cybersecurity risk management and is supported by the Audit and Finance Committee of the Board (the “Audit Committee”), which interacts with our executive leadership team, including our Chief Technology Officer and other members of management with respect to cybersecurity matters. The Board and the Audit Committee receive periodic reports from management on the effectiveness of the cybersecurity program and any material cybersecurity incidents that have occurred. The Board and the Audit Committee work with management to help ensure that our cybersecurity program is effective in addressing the risks associated with cybersecurity threats and are committed to continuously improving our cybersecurity program to stay ahead of emerging threats. As part of these efforts, our Chief Executive Officer, Beth Wozniak, has overseen cybersecurity risk assessments and participated in cyber “table top” simulations with both our executive leadership team and with our Board.
Members of our Board have developed cybersecurity oversight experience outside of their membership on the nVent Board. For example:

in her current and prior roles with Cummins Inc., Ms. Aaholm has developed extensive knowledge with respect to cybersecurity regulations, risks and standards necessary to appropriately protect and secure company technology assets, including security assessments of third parties;

as a former public company auditor and member of other boards, Ms. Ostling has developed experience with respect to cybersecurity policy and governance, risk management, control evaluation and incident management; and

in her prior roles, including with Verizon, Ms. Palmer has developed experience relating to cybersecurity governance, assessment, control evaluation, security engineering, incident response and on-going business continuity planning.
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Corporate Governance Matters
ESG Oversight
Our Executive Leadership Team has the responsibility, with oversight from our Board and its respective committees, to manage our ESG strategy, initiatives and risk-management processes, including climate-related risks and opportunities. The charter of our Board’s Governance and Social Responsibility Committee describes its role in overseeing ESG matters, which includes climate-related matters. The charter of our Compensation and Human Capital Committee defines its role in overseeing our human resources and compensation strategies and goals, including those related to company culture, inclusion and diversity. The charter of our Audit and Finance Committee describes its role in reviewing the adequacy and effectiveness of our internal controls, which include those relating to ESG reporting matters.
nVent management regularly presents to our Board on ESG matters, and the members of our Board have experience relating to ESG matters from their respective careers as executives and directors responsible for or overseeing ESG matters. For example:

our Chair and Chief Executive Officer, Ms. Wozniak, is instrumental in our ESG goal-setting process and assessing our progress and initiatives, and staying abreast of ESG-related regulations and reporting requirements. Ms. Wozniak actively engages in the creation of our ESG report, and in her role as an outside director has been involved in the review of ESG initiatives and progress;

Ms. Aaholm holds a master’s degree in sustainability from the University of Wisconsin and has extensive experience developing leadership programs. She supports and champions numerous diversity and ESG programs focused, for example, on addressing the talent and diversity gap in technology and on accelerating gender equality; and

Mr. Ducker had extensive involvement in ESG oversight and management during his career with Fedex, and was a catalyst in these efforts by serving on the first sustainability committee at Fedex.
Our ESG governance structure is shown below, and we continue to take steps to further integrate ESG considerations into our strategic planning and risk-management efforts.
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Corporate Governance Matters
Communicating with Shareholders and Other Stakeholders
We believe that maintaining an active dialogue with our shareholders is important to our long-term success. We value the opinions of our shareholders and other stakeholders and welcome their views throughout the year on key issues. See “Shareholder Engagement” above for more detail on our engagement initiatives, including participation by our directors.
If you wish to communicate with the Board, non-management directors as a group or any individual director, including the Lead Director, you may send a letter addressed to the relevant party, nVent Electric plc, c/o Corporate Secretary, The Mille, 1000 Great West Road, 8th Floor (East), London, TW8 9DW United Kingdom. Any such communications will be forwarded directly to the relevant addressee(s).
Policies and Procedures Regarding Related Person Transactions
Our Board has adopted written policies and procedures regarding related person transactions. For purposes of these policies and procedures:

a “related person” means any of our directors, executive officers or 5% shareholders or any of their immediate family members; and

a “related person transaction” generally is a transaction (including any indebtedness or a guarantee of indebtedness) in which we were or are a participant and the amount involved exceeds $50,000, and in which a related person had or will have a direct or indirect material interest.
Potential related person transactions must be disclosed in the manner required in our Articles of Association and be brought to the attention of the Governance and Social Responsibility Committee directly or to the General Counsel for transmission to the Committee. Disclosure to the Committee should occur before, if possible, or as soon as practical after the related person transaction is effected, but in any event as soon as practical after the executive officer or director becomes aware of the related person transaction.
The Committee’s decision whether to approve or ratify a related person transaction is to be made in light of a number of factors, including the following:

whether the terms of the related person transaction are fair to us and on terms at least as favorable as would apply if the other party had no affiliation with any of our directors, executive officers or 5% shareholders;

whether there are demonstrable business reasons for us to enter into the related person transaction;

whether the related person transaction could impair the independence of a director under our Corporate Governance Principles’ standards for director independence; and

whether the related person transaction would present an improper conflict of interest for any of our directors or executive officers, taking into account the size of the transaction, the overall financial position of the director or executive officer, the direct or indirect nature of the interest of the director or executive officer in the transaction, the ongoing nature of any proposed relationship, and any other factors the Committee deems relevant.
We had no related person transactions during 2023. To our knowledge, no related person transactions are currently proposed.
Board Structure and Processes
We and our Board are committed to the highest standards of corporate governance and ethics. As part of this commitment, the Board has adopted a set of Corporate Governance Principles that sets out our policies on:

selection and composition of the Board;

Board leadership;

Board composition and performance;

responsibilities of the Board;

the Board’s relationship to senior management;

meeting procedures;

Committee matters; and

leadership development.
The Board regularly reviews and, if appropriate, revises the Corporate Governance Principles and other governance instruments, including the charters of its Audit and Finance, Compensation and Human Capital and Governance and Social Responsibility Committees, in accordance with rules of the Securities and Exchange Commission, or SEC, the NYSE and Irish law. The Board has also adopted a Code of Business Conduct and Ethics and has designated it as the code of ethics for our Chief Executive Officer and senior financial officers.
Copies of these documents are available, free of charge, on our website at https://investors.nvent.com/corporate-governance/​governance-documents/default.aspx
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Corporate Governance Matters
Board Leadership Structure
We do not have a policy requiring the positions of Chair of the Board and Chief Executive Officer to be held by different persons. Rather, the Board has the discretion to determine whether the positions should be combined or separated.
At the time of the separation of our company from Pentair plc in 2018, the Board determined that it was in our best interests to separate the positions of Chair of the Board and Chief Executive Officer. Ms. Wozniak served as our Chief Executive Officer and Mr. Hogan served as our Chairman until the conclusion of our 2023 Annual General Meeting, when Ms. Wozniak assumed the role of Chair. The Board believes that the current leadership structure works well for a number of reasons, including:

we historically have had a super-majority of independent directors;

we historically have had an independent member of the Board serve as our Lead Director (see below);

our Lead Director has served as an effective communication channel, both between the independent Board members and the Chief Executive Officer as well as among the independent Board members; and

our non-management directors meet in executive session without the Chief Executive Officer present at every regular meeting of the Board.
Ms. Cameron serves as our independent Lead Director. Our practice is for our Board to annually select an independent Lead Director whenever the Chair is not an independent director. The Lead Director has the responsibilities set forth in the Corporate Governance Principles, including:

chairing the Board in the absence of the Chair;

presiding over executive sessions of the Board when the Chair is an employee of our company;

in conjunction with the Chair of the Compensation and Human Capital Committee and, when the Chair is not the Chief Executive Officer, the Chair, reporting to the Chief Executive Officer on the Board’s annual review of her performance;

in conjunction with the Chair, approving the agenda for Board meetings and Board meeting schedules to assure sufficient time for discussion of all agenda items;

in conjunction with the Chair and Committee Chairs, approving information sent to the Board and ensuring an appropriate flow of information to the Directors;

holding one-on-one discussions with individual directors where requested by directors or the Board;

calling meetings of the independent directors;

serving as a liaison between the Chair and the independent directors;

if requested by major shareholders, ensuring that the Lead Director, after consultation with the Chief Executive Officer, is available for consultation and direct communication; and

carrying out other duties as requested by the Board.
Board and Committee Self-Assessments
The Board annually conducts a self-assessment of the Board and each Committee. The assessment process consists of a written evaluation comprising both quantitative scoring and narrative comments on a range of topics, including the composition and structure of the Board, the type and frequency of communications and information provided to the Board and the Committees, the Board’s effectiveness in carrying out its functions and responsibilities, the effectiveness of the Committee structure, directors’ preparation and participation in the meetings and the values and culture displayed by the Board members. The evaluation responses are compiled by a third party and shared with the Chair, Lead Director and Governance and Social Responsibility Committee Chair who led a discussion of the assessment results at the following Board meeting.
In addition, a verbal assessment is conducted at the end of every Board meeting and every Committee meeting, other than those Committee meetings scheduled for the purpose of reviewing quarterly earnings materials.
Board Education
Board education is an ongoing, year-round process, which begins when a director joins our Board. Upon joining our Board, new directors are provided with a comprehensive orientation to our company, including our business, strategy and governance. For example, new directors typically participate in introductory meetings with our senior business and functional leaders. On an ongoing basis, directors receive presentations on a variety of topics related to their work on the Board and within the industry, both from senior management and from experts outside of the company. Directors may also enroll in continuing education programs sponsored by third parties at our expense.
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Corporate Governance Matters
Director Commitments
We encourage our directors to limit the number of other boards (excluding non-profits) on which they serve, taking into account potential board attendance, participation and effectiveness on these boards. Our Corporate Governance Principles provide that no director should serve on more than four other public company boards, and directors are required to advise our Chief Executive Officer, Chair of the Board and Chair of our Governance and Social Responsibility Committee before accepting an invitation to serve on another board or on the audit committee of another board. If the position is on the board or the audit committee of a public company, the related director is also required to confirm that he or she has the time and capability, notwithstanding the new position, to fulfill his or her responsibilities as a director of the company. Before our Governance and Social Responsibility Chair confirms any request, we review any potential conflicts of interest or other matters that may affect the director’s independence.
All of our directors are currently in compliance with the provisions of our Corporate Governance Principles relating to director commitments.
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Corporate Governance Matters
Committees of the Board
The Board has three standing committees comprised solely of independent directors: the Audit and Finance Committee, the Compensation and Human Capital Committee and the Governance and Social Responsibility Committee. The committee members generally also meet in executive session without management present at each meeting. The number of meetings of the Board and each committee held during 2023 is presented below.
5Meetings of the nVent Board of Directors
9
Meetings of the Audit and Finance Committee
4
Meetings of the Compensation and Human Capital Committee
4
Meetings of the Governance and Social Responsibility Committee
Audit and Finance Committee
Members:
Herbert K. Parker (Chair),
Sherry A. Aaholm
Danita K. Ostling,
Nicola Palmer and
Greg Scheu.
Upon completion of the 2024 Annual General Meeting, Nicola Palmer will leave the Audit and Finance Committee and join the Compensation and Human Capital and Governance and Social Responsibility Committees.
All current and proposed members have been determined to be independent under SEC and NYSE rules.
Role:
The Audit and Finance Committee is responsible for, among other things, assisting our Board with oversight of our accounting and financial reporting processes, oversight of our financing strategy, investment policies and financial condition, audits of our financial statements, and monitoring the effectiveness of our systems of internal control (including information technology and cyber security relating to internal controls), internal audit and risk management. These responsibilities include the integrity of the financial statements, compliance with legal and regulatory requirements, the independence and qualifications of our external auditor and the performance of our internal audit function and of the external auditor. The Committee is directly responsible for the appointment, compensation, evaluation, terms of engagement (including retention and termination) and oversight of the independent registered public accounting firm. The Committee holds meetings periodically with our independent and internal auditors, our Board and management to review and monitor the adequacy and effectiveness of reporting, internal controls, risk assessment and compliance with our policies. The Committee also discusses major enterprise-level risk exposures that may affect our financial statements, operations, business continuity, reputation and the reliability and security of the information technology and cyber security systems owned by us or used in our business operations, discusses with management the steps it takes to monitor and control those exposures, and receives ongoing assessments from our internal audit department regarding our risk management processes.
Report:
You can find the Audit and Finance Committee Report under “Audit and Finance Committee Report” of this Proxy Statement.
Financial Experts:
The Board has determined that all current and proposed members of the Committee are financially literate under NYSE rules and that each of Mr. Parker and Ms. Ostling qualifies as an “audit committee financial expert” under SEC standards.
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Corporate Governance Matters
Compensation and Human Capital Committee
Members:
Jerry W. Burris (Chair),
Susan M. Cameron,
Michael L. Ducker and
Randall J. Hogan.
Upon completion of the 2024 Annual General Meeting, Nicola Palmer will leave the Audit and Finance Committee and join the Compensation and Human Capital and Governance and Social Responsibility Committees.
All current and proposed members have been determined to be independent under SEC and NYSE rules.
Role:
The Compensation and Human Capital Committee sets and administers our executive compensation. This includes establishing and reviewing executive base salaries and administering cash bonus and equity-based compensation under the nVent Electric plc 2018 Omnibus Incentive Plan. The Committee also sets the Chief Executive Officer’s compensation based on the Board’s annual evaluation of her performance. In addition, the Committee also monitors developments in director compensation and, as appropriate, recommends changes in director compensation to the Board of Directors. The Committee has engaged an independent compensation consulting firm to aid the Committee in its annual review of our executive compensation programs for continuing appropriateness and reasonableness and to make recommendations regarding executive officer compensation levels and structures, as well as reviewing our director compensation arrangements. In reviewing our compensation programs, the Committee also considers other sources to evaluate external market, industry and peer company practices. Information regarding the independence of the consulting firm is included under “Compensation Discussion and Analysis — Compensation Consultant.” A more complete description of the Compensation and Human Capital Committee’s practices can be found under “Compensation Discussion and Analysis” under the headings “Comparative Framework” and “Compensation Consultant.” The Committee also receives periodic reports from management regarding the effectiveness of our human resources and human capital management strategies and goals, including those related to the recruitment and retention of personnel, talent management, inclusion and diversity and other employment and compensation practices, and our culture.
Report:
You can find the Compensation and Human Capital Committee Report under “Compensation and Human Capital Committee Report” of this Proxy Statement.
Governance and Social Responsibility Committee
Members:
Michael L. Ducker (Chair),
Jerry W. Burris,
Susan M. Cameron and
Randall J. Hogan.
Upon completion of the 2024 Annual General Meeting, Nicola Palmer will leave the Audit and Finance Committee and join the Compensation and Human Capital and Governance and Social Responsibility Committees.
All current and proposed members have been determined to be independent under NYSE rules.
Role:
The Governance and Social Responsibility Committee is responsible for, among other things, identifying individuals qualified to become directors and recommending nominees to the Board for election at Annual General Meetings, and overseeing matters relating to environmental, social and governance matters, including sustainability, health and safety, business ethics, corporate social responsibility, community relations and other public policy and affairs, as well as compliance with our Code of Business Conduct and Ethics. The Committee is also responsible for reviewing annually and recommending to the Board changes to our corporate governance principles and administering the annual Board and Board Committee self-assessment.
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Corporate Governance Matters
Attendance at Meetings
The Board held five meetings in 2023. Members of the Board are expected to attend all scheduled meetings of the Board and the Committees on which they serve and all Annual and Extraordinary General Meetings. In each regularly scheduled Board meeting, the non-employee directors met in executive session, without the Chief Executive Officer or other members of management present. It has been our practice for the independent directors to also meet in executive session, chaired by the Lead Director, at least once per year. All directors attended at least 75% of the aggregate of all meetings of the Board and all meetings of the Committees on which they served during the period for which such persons served as directors in 2023, with an average attendance of 100%. All directors attended the 2023 Annual General Meeting, other than Ms. Wright, whose service ended on the day of the 2023 Annual General Meeting. Ms. Cameron attended by telephone.
Director Compensation
Director compensation is recommended by the Compensation and Human Capital Committee and approved by the Board. We use a combination of cash and equity-based incentive compensation to attract and retain qualified directors. Compensation of our directors reflects our belief that a significant portion of directors’ compensation should be tied to long-term growth in shareholder value. Ms. Wozniak, our Chief Executive Officer, is our only employee director; she receives no separate compensation for her Board service. Directors do not receive fees for meeting attendance.
2023 Director Retainers
The annual cash retainers for non-employee directors’ service on the Board and Board committees in 2023, which were paid on quarterly basis, were as follows:
Board Retainer $ 85,000
Chair of the Board Supplemental Retainer $ 140,000
Lead Director Supplemental Retainer $ 30,000
Audit and Finance Committee Chair Supplemental Retainer $ 20,000
Compensation and Human Capital Committee Chair Supplemental Retainer $ 15,000
Governance and Social Responsibility Committee Chair Supplemental Retainer $ 12,000
Audit and Finance Committee Retainer $ 12,500
Compensation and Human Capital Committee Retainer $ 7,500
Governance and Social Responsibility Committee Retainer $ 7,500
In December 2023, WTW reviewed our director compensation with the Compensation and Human Capital Committee based on the director compensation practices of our executive compensation peer group (described on page 39). The Compensation and Human Capital Committee recommended, and the Board approved, an increase to the Governance and Social Responsibility Chair retainer from $12,000 to $15,000 for 2024.
2023 Equity Awards
Non-employee directors also receive an annual grant, made in the form of restricted stock units, which generally vest one year after the grant date. Share withholding is allowed to cover the taxes on restricted stock unit vesting. The amount of the annual grant was set at $145,000 in 2023.
During its December 2023 review of director compensation with WTW, the Compensation and Human Capital Committee recommended that the Board increase the amount of the annual grant, effective in connection with the 2024 grants, from $145,000 to $150,000.
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Corporate Governance Matters
Stock Ownership Guidelines for Non-Employee Directors
Directors are restricted from selling nVent ordinary shares until they meet the stock ownership guideline of five times the annual board retainer within five years. Each restricted stock unit represents the right to receive one of our ordinary shares upon vesting and includes one dividend equivalent unit, which entitles the holder to all cash dividends declared on one of our ordinary shares from and after the date of grant. Dividend equivalent units are accrued during the vesting period, and paid to directors in cash at the same time the related restricted stock units vest. Once a director achieves the target ownership level, the director is deemed thereafter to have satisfied ownership guideline, regardless of changes in the price of nVent ordinary shares, until the director disposes of any shares, after which compliance will be re-measured. All directors have met their ownership guideline as of December 31, 2023, except for Ms. Aaholm and Ms. Ostling, who were elected in 2023 and 2022, respectively, and are on track to meet the guideline within 5 years after their initial election or appointment as a director.
Director Compensation Table
The table below summarizes the compensation that we paid to non-employee directors for 2023.
(a)
(b)
(c)
(d)
(e)
(f)
(g)
(h)
Name
Fees
Earned
or Paid
in Cash
($)
Stock
Awards
($)
(1)
Option
Awards
($)
(2)
Non-Equity
Incentive Plan
Compensation
($)
Change in
Pension Value
and Deferred
Compensation
Earnings
($)
All Other
Compensation
($)
Total
($)
Sherry Aaholm
62,020 144,994 207,014
Jerry W. Burris
115,000 144,994 259,994
Susan M. Cameron
130,000 144,994 274,994
Michael L. Ducker
112,000 144,994 256,994
Randall J. Hogan
145,486 144,994 290,480
Danita K. Ostling
97,500 144,994 242,494
Nicola Palmer
97,500 144,994 242,494
Herbert K. Parker
117,500 144,994 262,494
Greg Scheu
97,500 144,994 242,494
Jacqueline Wright
36,389 0 36,389
(1)
The amounts in column (c) represent the aggregate grant date fair value, computed in accordance with Accounting Standards Codification Topic 718 (“ASC 718”), of restricted stock units granted during 2023. The assumptions made in valuing stock awards for 2023 are included in Note 15 to our Consolidated Financial Statements in our 2023 Annual Report on Form 10-K and such information is incorporated by reference. As of December 31, 2023, each then-serving non-employee director had the unvested restricted stock units shown in the table below.
Name
Unvested
Restricted
Stock Units
Sherry Aaholm
3,515
Jerry W. Burris
3,515
Susan M. Cameron
3,515
Michael L. Ducker
3,515
Randall J. Hogan
3,515
Danita K. Ostling
3,515
Nicola Palmer
3,515
Herbert Parker
3,515
Greg Scheu
3,515
(2)
We have not granted stock options to our non-employee directors. As of December 31, 2023, the following then-serving non-employee directors had the following outstanding stock options: Jerry W. Burris — 15,810; and Randall J. Hogan — 693,755. In each case, the options reported were originally granted as options to purchase Pentair plc ordinary shares and were converted to options to purchase nVent ordinary shares in connection with the separation of our company from Pentair plc in 2018.
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Executive Compensation
Proposal
2
Approve, by Non-Binding Advisory Vote, the
Compensation of the Named Executive Officers
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The Board recommends a vote FOR approval of the compensation of the Named Executive Officers
In accordance with Section 14A of the Securities Exchange Act of 1934, the Board is asking the shareholders to approve, by non-binding advisory vote, the compensation of the Named Executive Officers disclosed in the sections below titled “Compensation Discussion and Analysis” and “Executive Compensation Tables.” We currently hold these votes annually and expect to hold the next such vote at our 2025 Annual General Meeting.
Executive compensation is an important matter to the Board and the Compensation and Human Capital Committee and to our shareholders. We have designed our executive compensation programs to align executive and shareholder interests by rewarding the achievement of specific annual and long-term goals that create long-term shareholder value. We believe that our executive compensation programs provide competitive compensation that will motivate and reward executives for achieving annual and long-term financial and strategic objectives, provide rewards commensurate with performance to incentivize the Named Executive Officers to perform at their highest levels, encourage growth and innovation, attract and retain the Named Executive Officers and other key executives and align our executive compensation with shareholders’ interests through the use of equity-based incentive awards.
The Compensation and Human Capital Committee has overseen the development and implementation of our executive compensation programs in line with these compensation objectives. The Compensation and Human Capital Committee also continuously reviews, evaluates and updates our executive compensation programs to ensure that we provide competitive compensation that motivates the Named Executive Officers to perform at their highest levels while increasing long-term value to our shareholders.
With these compensation objectives in mind, the Compensation and Human Capital Committee has taken a number of compensation actions to align with our shareholders’ interests, including the following:

Annual cash incentives for the Named Executive Officers are based on performance goals that correlate strongly with two primary objectives: profitable growth and consistent, strong cash flow.

A significant portion of total compensation is “at risk” if certain performance goals are not satisfied or otherwise subject to our future performance.

Executive officers must comply with rigorous stock ownership guidelines.
These and other actions demonstrate our continued commitment to align executive compensation with shareholders’ interests while providing competitive compensation to attract, motivate and retain the Named Executive Officers and other key executives. We will continue to review and adjust our executive compensation programs with these goals in mind to ensure the long-term success of our company and generate increased long-term value to our shareholders.
This non-binding advisory vote gives you an opportunity to express your views about our executive compensation programs. As we further align our executive compensation programs with the interests of our shareholders while continuing to retain key talented executives that drive our company’s success, we ask that you approve the compensation of the Named Executive Officers.
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Executive Compensation
The resolution in respect of this Proposal 2 is an ordinary resolution. The text of the resolution in respect of Proposal 2 is as follows:
IT IS RESOLVED, that, on a non-binding, advisory basis, the compensation of nVent Electric plc’s Named Executive Officers as disclosed in the Compensation Discussion and Analysis, the accompanying compensation tables and the related disclosures contained in nVent Electric plc’s proxy statement is hereby approved.”
Vote Requirement
Approval, by non-binding advisory vote, of the compensation of the Named Executive Officers requires the affirmative vote of a majority of the votes cast in person or by proxy at the Annual General Meeting.
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Each of the Board and the Compensation and Human Capital Committee recommends a vote FOR the approval of the compensation of the Named Executive Officers.
Compensation and Human Capital Committee Report
The Compensation and Human Capital Committee has reviewed and discussed the following Compensation Discussion and Analysis with management and, based on such review and discussions, the Committee has recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement and incorporated by reference into our Annual Report on Form 10-K for the year ended December 31, 2023.
THE COMPENSATION AND HUMAN CAPITAL COMMITTEE
Jerry W. Burris, Chair
Susan M. Cameron
Michael L. Ducker
Randall J. Hogan
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Compensation Discussion and Analysis
Our Named Executive Officers
This Compensation Discussion and Analysis describes the compensation programs and decisions made by the Compensation and Human Capital Committee in regard to the compensation of the following named executive officers (“Named Executive Officers”) for 2023:
Name
Position
Beth A. Wozniak
Chair and Chief Executive Officer
Sara E. Zawoyski
Executive Vice President and Chief Financial Officer
Joseph A. Ruzynski
President of Enclosures
Jon D. Lammers
Executive Vice President, General Counsel and Secretary
Aravind Padmanabhan
Executive Vice President, Chief Technology Officer
Key Business Results and Goals
nVent is a $3.3 billion in sales, high-performance electrical company with a dedicated team of approximately 11,300 people and trusted brands such as nVent CADDY, ERICO, HOFFMAN, ILSCO, RAYCHEM and SCHROFF. We connect and protect with inventive electrical solutions. We design, manufacture, market, install and service high performance products and solutions that are helping to build a more sustainable and electrified world. We have a comprehensive portfolio of enclosures, electrical fastening solutions and thermal management solutions and we are recognized globally for quality, reliability and innovation. Our broad range of products and solutions support data center, industrial, commercial, power utility, renewable energy, infrastructure and energy storage applications around the world. Our solutions help our customers improve energy efficiency, drive resiliency and protection, increase customer productivity, design for lifespan and serviceability, enhance safety, and contribute to more sustainable operations.
With a culture rooted in our Win Right values and continuous improvement, our Spark management system defines how we operate. Together, these provide the mindset and operating system to propel the success of our company. Spark supports the high performance culture we are fostering at nVent, and the five elements are described as:

People are at the core of Spark, positively impacting our business and growing their careers

Growth is the foundation of Spark, driving shareholder, customer and employee value

Lean is the relentless pursuit of eliminating waste and increasing velocity

Digital transforms our products and how we do business, improving both customer and employee experiences

Velocity is increasing speed in all we do for each other and our customers
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Compensation Discussion and Analysis
2023 Full-Year Results* and Highlights Include:
2023 was an outstanding year of performance. For the full year, we had strong growth and execution resulting in record sales of $3.3 billion, 28% adjusted earnings per share growth, margin expansion and robust cash flow.
We continued to execute our growth strategy in 2023. We launched 95 new products, our Data Solutions business grew over 20 percent and we completed two acquisitions, adding over $400 million in annualized sales. The electrification of everything, sustainability and digitalization are driving demand for our products and solutions.

Sales of $3.3 billion were up 12% relative to 2022, with acquisitions contributing 9 percent of year-over-year growth.

Full-year EPS was $3.37, up 42% from $2.38 in the prior year. On an adjusted basis, EPS of $3.06 was up 28% from $2.40 in the prior year.

Full-year net cash provided by operating activities was $528 million and total Free Cash Flow was a record $465 million.

We returned approximately $178 million in cash to shareholders through dividends and share repurchases.

Our 56% annualized total shareholder return (TSR) as of December 31, 2023 was at the 95th percentile for our compensation comparator group, and the 81st percentile of the companies in the S&P 400 MidCap Industrials Index (the “S&P 400 Industrials”).
Sales
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Our sales during 2023 were $3,264 million, up 12% compared to $2,909 million in 2022. Sales is a key metric in our Management Incentive Plan, detailed beginning on page 40.
Adjusted EPS
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Full-year reported earnings per share (“EPS”) was $3.37 in 2023 compared to $2.38 in 2022. Adjusted EPS was $3.06 in 2023, up 28% compared to $2.40 in 2022. Adjusted EPS is a key metric in our Management Incentive Plan, detailed beginning on page 40.
Free Cash Flow
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Full-year net cash provided by operating activities was $528 million and total free cash flow was $465 million in 2023. This compares to full-year net cash provided by operating activities of $395 million and total free cash flow of $351 million in 2022. Free cash flow is a key metric in our Management Incentive Plan, detailed beginning on page 40.
*
Please see Appendix A for reconciliation of GAAP to non-GAAP financial measures included in this section.
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Compensation Discussion and Analysis
Annualized Total Shareholder Return Performance as of December 31, 2023
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Total Shareholder Return = Share Price Appreciation + Dividend Yield (annualized)
Overview of Compensation Program and Objectives
The Compensation and Human Capital Committee sets and administers the policies that govern our executive compensation, including:

establishing and reviewing executive base salaries;

overseeing our annual incentive compensation plan;

overseeing our long-term incentive compensation plan;

approving all awards under those plans;

annually evaluating risk considerations associated with our executive compensation programs; and

annually approving all compensation decisions for executive officers, including those for the Chief Executive Officer and the other Named Executive Officers.
The Committee believes that the most effective executive compensation program aligns executive initiatives with shareholders’ economic interests. The Committee seeks to accomplish this by rewarding the achievement of specific annual and long-term goals that create lasting shareholder value.
The Committee’s specific objectives include:

motivating and rewarding executives for achieving annual and long-term financial objectives;

aligning management and shareholder interests by encouraging employee stock ownership;

providing rewards commensurate with company performance;

encouraging growth and innovation; and

attracting and retaining top-quality executives and key employees.
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Compensation Discussion and Analysis
To balance the objectives described above, our executive compensation program for 2023 used the following direct compensation elements:
Pay Element
Description
Link to Strategy and Performance
Base Salary

A fixed level of cash compensation determined based on benchmark data, scope of responsibility, years of experience, and individual performance

To attract and compensate high-performing and experienced leaders at a compensation level that is competitive in the marketplace
Annual Incentive Compensation

An opportunity to earn a cash payment based 100% on formulaic determination against pre-established financial metrics

To motivate and reward executives for achieving annual goals in key areas of 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
We also provide limited perquisites and other benefits to attract and retain executives over the longer term.
The Committee reviews total compensation for executive officers and the relative levels of each of these forms of compensation against the Committee’s goals. The mix of total direct compensation for 2023 for our Chief Executive Officer and the average of the other Named Executive Officers is shown in the chart on page 40.
Our Compensation Best Practices
What We Do
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Comprehensive compensation recovery policy that applies to annual incentive and equity compensation
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Rigorous stock ownership requirements and holding periods
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Targets for performance metrics aligned to financial goals communicated to shareholders
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Alignment of pay and shareholder performance
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Engagement of an independent compensation consultant
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Limited perquisites
What We Don’t Do
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No excise tax gross-ups on change in control payments
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No hedging or pledging transactions by executive officers involving our ordinary shares
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No backdating or repricing of stock options
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No liberal share recycling under stock incentive plan
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No delivery or payment of dividends on unvested equity awards
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No multi-year compensation guarantees
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No employment contracts
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No “single trigger” change in control equity vesting (starting in December 2022) or severance
Shareholder Engagement Initiatives and Say on Pay
We value investor feedback and continue to seek feedback through engagement initiatives to align our executive compensation programs with shareholder expectations. We view shareholder engagement as an important and continuous cycle. Throughout 2023, we continued our shareholder engagement initiative pursuant to which members of the Board and management met with shareholders representing approximately 26% of our outstanding ordinary shares on a range of issues. Through these engagements, we received feedback in support of our existing executive compensation programs. In our 2023 advisory vote on the compensation of our Named Executive Officers (“Say-on-Pay”), approximately 96% of the votes cast by our shareholders were cast in favor of our executive compensation “Say-on-Pay.” Given the support we received from shareholders, we did not undertake any material changes to our executive compensation program in response to this vote. The Compensation and Human Capital Committee remains committed to continuing the dialogue with shareholders
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Compensation Discussion and Analysis
regarding our compensation philosophy and practices and considered the Say-on-Pay vote results in the context of engaging with shareholders and designing our executive compensation programs.
We heard the following themes from our shareholders during our engagement initiatives in 2023:

Our executive compensation program reflects pay-for-performance utilizing industry market practices and is aligned with our strategic objectives

Continued positive feedback on the inclusion of the Environmental, Social, and Governance (ESG) Scorecard in our annual incentive plan

Support for the updated change in control provision included in our equity-based award agreements for any awards granted after December 11, 2022 to provide for double trigger vesting of any awards upon a change in control
Comparative Framework
In setting compensation for our executive officers, including our Named Executive Officers, the Compensation and Human Capital Committee uses competitive compensation data from an annual total compensation study of selected peer companies (our “Comparator Group”) and other relevant survey sources to inform its decisions about overall compensation opportunities and specific compensation elements. Additionally, the Committee uses multiple reference points when establishing targeted compensation levels. The Committee applies judgment and discretion in establishing targeted pay levels, taking into account not only competitive market data, but also factors such as company, business segment and individual performance, scope of responsibility, critical needs and skill sets, experience, leadership potential and succession planning. The Committee selects companies for inclusion in the Comparator Group based on several important criteria:

publicly-traded on a major exchange;

similar in business scope and/or operations to our segments and global in nature;

within a reasonable revenue range (generally 0.5x to 2x) compared to our revenue;

where we compete for talent; and

engaged in the same or a similar industry to ours, based on Global Industry Classification Standard (“GICS”) code: electrical components and equipment, electronic components and industrial machinery.
The Committee worked with WTW to develop our Comparator Group for use in setting target compensation for 2023 for our executive officers, including our Named Executive Officers. Our Comparator Group for 2023 included the following 20 peer companies, which had revenues ranging from approximately $1.5 billion to $6.2 billion, with median revenues of approximately $3.4 billion:
Acuity Brands, Inc. Altra Industrial Motion Corp. AMETEK, Inc
Atkore Inc. Belden Inc. EnerSys
ESAB Corporation Generac Holdings Inc. Graco Inc.
Hubbell Incorporated IDEX Corporation ITT Inc.
Kennametal Inc. Lincoln Electric Holdings, Inc. Littelfuse, Inc.
Regal Rexnord Corporation Sensata Technologies Holding plc
SPX Corporation
The Timken Company Woodward, Inc.
The Comparator Group used for 2023 reflected the replacement of Colfax Corporation (n/k/a Enovis Corporation) with ESAB Corporation, a company that became a stand-alone publicly traded entity through a separation from Colfax Corporation in 2022. The Committee did not make changes to the Comparator Group following its annual review in 2023 in preparation for setting 2024 compensation.
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Compensation Discussion and Analysis
Compensation Program Elements
We have three elements of total direct compensation: base salary, annual incentives and long-term incentives, which are described below. We also provide limited perquisites (see page 45) and standard retirement and health and welfare benefits (see page 46).
2023 Target Direct Compensation Mix(1)
[MISSING IMAGE: pc_trgtdirectcomp-pn.jpg]
(1)
Target Direct Compensation Mix for our Named Executive Officers was calculated using their December 31 base salary, 2023 target annual incentive compensation and 2023 target long-term incentive compensation.
Base Salaries
We provide each Named Executive Officer with a fixed base salary. In setting base salaries, the Compensation and Human Capital Committee generally references comparable positions at peer companies based on available market data, which include published survey data and proxy statement data for our Comparator Group. The Committee considers compensation at comparable companies, and does not set base salaries based on a particular peer group benchmark or any single factor. Differences in base salaries among the Named Executive Officers are determined by the Committee based on numerous factors such as competitive conditions for the Named Executive Officer’s position within the Comparator Group and in the broader employment market, as well as the Named Executive Officer’s level of responsibility, experience and individual performance.
Following a detailed review of each Named Executive Officer’s base salary prior to 2023, the Committee approved the following 2023 base salaries effective as of March 1, 2023 to reflect their performance, responsibility, and market competitiveness:
Named Executive Officer
2022
Base Salary
2023
Base Salary
Ms. Wozniak
$ 970,000 $ 1,020,440
Ms. Zawoyski
$ 520,000 $ 550,000
Mr. Ruzynski
$ 480,900 $ 510,000
Mr. Lammers
$ 505,000 $ 525,000
Mr. Padmanabhan
$ 472,500 $ 500,000
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 2023, 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.
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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 2022, the Committee undertook its annual review of targeted levels of annual incentive compensation opportunities and approved increases in February 2023 to reflect market practices for the following Named Executive Officers: Ms. Zawoyski’s and Mr. Ruzynski’s from 80% to 90% and Mr. Lammers’ from 75% to 80%.
These incentive compensation targets as a percentage of salary and a dollar amount, based on the annual base salary in effect on December 1, 2023, were as follows:
2023 Target
(% of Base
Salary)
2023
Target
($)
Beth A. Wozniak
125% 1,275,550
Sara E. Zawoyski
90% 495,000
Joseph A. Ruzynski
90% 459,000
Jon D. Lammers
80% 420,000
Aravind Padmanabhan
80% 400,000
Actual incentive compensation awarded to each Named Executive Officer may range from 0% to 200% of target, depending on actual company performance, as described below.
2023 MIP Performance Metrics
For the 2023 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:
Performance Measure
Weight
(%)
Threshold
(Required for any
payout; payouts
begin at 50%)
Target
(100% payout)
Maximum
Performance
(200% payout)
Revenue (gross sales less applicable deductions for discounts, returns, and price adjustments) 30
$2,843 million
$3,057 million
$3,271 million
Adjusted Earnings Per Share 30
$2.32
$2.61
$2.90
Free Cash Flow (cash from operating activities less capital expenditures,
plus proceeds from sale of property and equipment)
25
$351 million
$413 million
$496 million
ESG Scorecard 15
See following chart
The 2023 ESG Scorecard was weighted at 15% of the total potential payout for all MIP participants, including our Named Executive Officers. The metrics selected for the scorecard were intended to help drive progress towards the ESG goals disclosed in our ESG Report. ESG is an essential part of our business strategy and we are dedicated to continuously improving
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Compensation Discussion and Analysis
our efforts. Our scorecard focuses on quantitative measures to help drive year-over-year improvement in the following categories:
Category

Inclusion Index score from our engagement survey and two pulse surveys — This was selected to reinforce the importance of a company culture that is inclusive and where our employees are engaged.

Diverse candidate slates — Focusing on having diverse candidate slates will help us achieve our 2025 People goals of increasing representation of women in management and of racially diverse U.S. professional employees.

Global gender representation for our professional population — This ties directly to our 2025 People goal of increasing representation of women in management globally by 20% by 2025. As disclosed in the ESG Scorecard Measure table under the heading “Payouts”, approximately 28% of our global professional and management employees were female as of December 31, 2023. Gender representation in the ESG Scorecard considers all professional and management employees based on our internal career streams, and is not limited to EEO-1 categories.

U.S. racial representation for our professional population — This ties directly to our 2025 People goal of increasing representation of racially diverse U.S professional employees by 25% by 2025. As disclosed in the ESG Scorecard Measure table under the heading “Payouts”, approximately 22% of our U.S. professional and management employees were racially diverse as of December 31, 2023. Racial representation in the ESG Scorecard considers all professional and management employees based on our internal career streams, and is not limited to EEO-1 categories.

Reduction in Scope 1 and Scope 2 CO2 Emissions — This ties directly to our 2030 Planet goal of achieving a 25% reduction in Scope 1 and Scope 2 greenhouse gas emissions. Reducing our carbon emissions and using more green energy are important steps we are taking to combat global climate change.
The goals utilized in the ESG Scorecard, as well as the weight assigned to each goal and the corresponding payout levels, were as follows:
ESG Scorecard Measure
Weight
(%)
Threshold
(Required for any
payout; payouts
begin at 50%)
Target
(100% payout)
Maximum
Performance
(200% payout)
Employee engagement survey scores for inclusion index 20
72
73 74
Percentage of global professional slates that have diverse candidates 20
75%
85% 95%
Increase in gender diversity of our global professional population 20
3% growth
5% 7%
Increase in racial diversity of our U.S. professional population 20
6% growth
8% 10%
Reduction in Scope 1 and Scope 2 CO2 Emissions(1) 20
3% reduction
7% 12%
(1)
Operational improvements required for payout above target. Excludes our 2023 acquisitions because they were not part of the original baseline established in 2022.
The target levels for the performance goals were aligned with the enterprise objectives in our annual operating plan. To provide an added performance incentive, the Committee determined that the amount of incentive compensation related to each performance goal would be scaled according to the amount by which the measure exceeded or fell short of the target. The Committee also determined that the performance goals should have a threshold level below which no incentive compensation would be earned, and that potential payouts would be scaled from 50% at the threshold to 200% at the maximum, as detailed above.
Payouts
The actual incentive compensation of each Named Executive Officer was determined by multiplying the eligible target incentive compensation amount by a multiplier determined as described above. For 2023, actual results as measured by the performance goals under the MIP for each of our Named Executive Officers were as follows:
Financial Performance Measure
Weight
(%)
2023 Results
Payout
(%)
Weighted
Payout
(%)
Revenue (As Adjusted for factors specified below) 30
$3,002 million
87% 26%
Adjusted EPS (As Adjusted for factors specified below) 30
$3.06
200% 60%
Free Cash Flow 25
$465 million
162% 41%
Total for Financial Performance 85 149% 127%
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Compensation Discussion and Analysis
ESG Scorecard Measure
Weight
(%)
2023 Results
Payout
(%)
Weighted
Payout
(%)
Employee engagement survey scores for inclusion index 3
72
50% 2%
Percentage of global professional slates that have diverse candidates 3
86%
110% 3%
Increase in gender diversity of our global professional population 3
4.8% growth (27.96%)
96% 3%
Increase in racial diversity of our U.S. professional population 3
2.1% loss (22.01%)
0% 0%
Reduction in Scope 1 and Scope 2 CO2 Emissions 3
9.1% reduction
142% 4%
Total for Non-Financial Performance 15 80% 12%
Payout as a %
of Target
(%)
Total MIP Payout 139%
Adjustments to revenue for factors specified in MIP included foreign exchange impact ($9 million) and revenue contributed from acquisitions ($253 million). Adjustments to EPS for factors specified in the MIP included: restructuring and other charges ($13 million), intangible asset amortization ($90 million), certain acquisition related costs ($13 million), inventory step-up amortization ($18 million), pension mark-to-market loss ($14 million), gain on sale of investment (-$10 million), amortization of bridge financing debt issuance costs ($4 million), and income tax adjustments (-$193 million).
Based on the foregoing, the Named Executive Officers received the MIP payouts that are reflected in the “Non-Equity Incentive Plan Compensation” column under “Executive Compensation Tables-Summary Compensation Table.” The Committee reviews and certifies our level of achievement for each performance measure before any payments are made. Under the terms of the MIP, the Committee has discretion to adjust any Named Executive Officer’s annual cash bonus prior to payment.
Long-Term Incentive Compensation
We believe the long-term incentive compensation is an important element of executive compensation tied to building and sustaining our company’s value through ordinary share performance over time.
2023 Long-Term Incentive Awards
The mix of long-term incentive award types for our Named Executive Officers in 2023 was as follows:
Equity Mix
[MISSING IMAGE: pc_equitymix-pn.jpg]
In keeping with its philosophy that executive compensation must be tied to building and sustaining value through ordinary share performance over time, the Compensation and Human Capital Committee establishes long-term incentive compensation targets with reference to both published survey data and data from our Comparator Group. The Committee does not set award levels based on a particular peer group benchmark or any single factor. Rather, the Committee seeks to provide appropriate retention and performance incentives based on a wide range of factors, such as competitive conditions for the Named Executive Officer’s position with the Comparator Group and in the broader employment market, as well as the Named Executive Officer’s level of responsibility, experience, and individual performance.
Consistent with that approach, in 2023, the Committee referenced benchmark data (including compensation surveys, Comparator Group information, and other data provided by WTW) in setting target dollar award levels for each Named Executive Officer and for each position or grade level.
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Compensation Discussion and Analysis
The following table shows the target value of the 2023 long-term incentive compensation awards granted to the Named Executive Officers:
2023 Target
Award Opportunity
($)
Beth A. Wozniak
5,250,000
Sara E. Zawoyski
1,400,000
Joseph A. Ruzynski
1,000,000
Jon D. Lammers
900,000
Aravind Padmanabhan
900,000
The Committee approved in February 2023 the elements and mix of long-term incentive compensation granted effective March 1, 2023 under the nVent Electric plc 2018 Omnibus Incentive Plan. The Committee granted all then-serving Named Executive Officers a mix of the following components: stock options, restricted stock units, and performance share units.
For 2023, the Committee maintained the long-term incentive award mix of 50% performance share units, 25% stock options, and 25% restricted stock units. The components had the features described below:

Performance share units: Each performance share unit represents the right to receive one of our ordinary shares at the end of a three-year performance period if specified performance goals are achieved. Similar to restricted stock units, performance share units include dividend equivalent units that are accrued during the vesting period, and paid to participants in cash at the same time as, and only to the extent that, the related performance share units vest. For the performance share units granted in 2023 relating to the 2023-2025 performance period, the Compensation and Human Capital Committee approved TSR relative to the S&P 400 Industrials, measured at the end of the third year of the performance period, as the performance measure because the Committee believes it helps ensure continued alignment of our executives’ incentives with the interests of our shareholders, and supports our focus on growing the business. The performance goal and corresponding payout levels for the performance share units granted in 2023 are as follows:
Metric
Weight
Threshold
(50% payout)
Target
(100% payout)
Superior
Performance
(200% payout)
Relative TSR 100.0%
25th
percentile

50th
percentile

75th
percentile
Payouts are interpolated for performance between threshold and target and between target and maximum. If performance share units are earned but absolute TSR is negative, the amount of shares earned cannot exceed target payout.

Stock options: Each stock option has a term of ten years, with one third of options vesting on each of the first, second, and third anniversaries of the grant date.

Restricted stock units: Each restricted stock unit represents the right to receive one of our ordinary shares upon vesting and includes one dividend equivalent unit, which entitles the holder to a cash payment equal to all cash dividends declared on our ordinary shares from and after the date of grant. Dividend equivalent units are accrued during the vesting period and paid to participants in cash at the same time as, and only to the extent that, the related restricted stock units vest. One-third of the restricted stock units vest on each of the first, second, and third anniversaries of the grant date.
The total number of shares subject to all the performance share units, stock options and restricted stock units, and the values of the awards, granted to the Named Executive Officers in 2023 are reflected under “Executive Compensation Tables-Grants of Plan-Based Awards in 2023.” The value of restricted stock units that vested for each Named Executive Officer in 2023 and the value of options exercised by each Named Executive Officer in 2023 are shown in the table under “Executive Compensation Tables-2023 Option Exercises and Stock Vested Table.”
Achievement under 2021-2023 PSUs