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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. )

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nVent Electric plcPLC

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2022

 

2019
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,” “positioned,” “strategy,” “future,” “are confident,” or words, phrases or terms of similar substance or the negative thereof, are forward-looking statements. All projections in this proxy statement are also forward-looking statements. These forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties, assumptions and other factors, some of which are beyond our control, which could cause actual results to differ materially from those expressed or implied by such forward-looking statements. These factors include adverse effects on our business operations or financial results, including due to the impact of the COVID-19 pandemic and potential impairment of goodwill and trade names; overall global economic and business conditions impacting our business; the ability to achieve the benefits of our restructuring plans; the ability to successfully identify, finance, complete and integrate acquisitions; competition and pricing pressures in the markets we serve, including the impacts of tariffs; the strength of housing and related markets; volatility in currency exchange rates and commodity prices; inability to generate savings from excellence in operations initiatives consisting of lean enterprise, supply management and cash flow practices; inability to mitigate material and other cost inflation; risks related to the availability of, and cost inflation in, supply chain inputs, including labor, raw materials, commodities, packaging and transportation; increased risks associated with operating foreign businesses; the ability to deliver backlog and win future project work; failure of markets to accept new product introductions and enhancements; the impact of changes in laws and regulations, including those that limit U.S. tax benefits; the outcome of litigation and governmental proceedings; and the ability to achieve our long-term strategic operating and ESG goals. Additional information concerning these and other factors is contained in our filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K and our Quarterly Reports on Form 10-Q. All forward-looking statements speak only as of the date of this proxy statement. nVent assumes no obligation, and disclaims any obligation, to update the information contained in this proxy statement.


Website Information


This Proxy Statement includes several website addresses and references to additional materials found on those websites. These websites and materials are not incorporated by reference herein.


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Letter to Shareholders




March 26, 2019April 1, 2022


Dear Fellow Shareholders:


On May 1, 2018, nVent Electric plc became a standalone, public company with $2.2 billion in sales listed on the New York Stock Exchange (NYSE:NVT).

2021 was an outstanding year for nVent. We launched our company with a mission of connectiondelivered exceptionally strong financial results and protection, defining how we grow and create value in a world that is becoming more electric and digital. I’m proud of the efforts of our nearly 9,000 employees globally. It takes tremendous effort, resilience and collaboration to stand up a new company – a high-performance growth company – and we did so with great success. Since the launch, we’ve made significant progress delivering accelerating sequential growth, executingexecuted well on our strategy, and driving a focus as One nVent to scale our capability.

STARTING WITH A GREAT LEGACY
Our business has a long history of innovation, which is why we chose the name “nVent” for our new company. We have a powerful portfolio of brands including CADDY, ERICO, HOFFMAN, RAYCHEM, SCHROFF and TRACER, which along with our talented people are delivering on our mission. At nVent, we believe that safer systems ensure a more secure world. We connect and protect our customers with inventive electrical solutions. We have industry-leading positions in industrial, commercial, residential, energy and infrastructure and will continue to launch innovative new products, while focusing on improving the customer experience and expanding our offerings to grow globally. We have attractive margins, strong cash flow generation and compelling opportunities for long-term growth.

STRATEGY
Our nVent strategy centers on growth. We fuel our growth with innovation, productivity and velocity.initiatives. We are focused on penetration in key verticals and developing regions, enabling us to outperform our competitors and grow faster than the industry. A key part of our strategy, and critical to our success, is to align our team as One nVent. Our aim is to scale our capabilities across the enterprise, and we’re making great progress. We’re driving customer and channel relationships across nVent. We are focusing on key verticals like Commercial, Industrial, and Infrastructure with dedicated teams selling the complete nVent portfolio. We’re building our digital capability across the enterprise to drive ease throughout the customer experience while also improving our employee experience. We continue to accelerate innovation, launching manylaunched 58 new products and connected solutions.accelerated our digital transformation. We are focusedcompleted two acquisitions – Vynckier and CIS Global – to further strengthen our portfolio and expand our offerings in high-growth verticals. And we made significant progress on our key growth initiatives which are already delivering results. Inenvironmental, social and governance, or ESG, priorities. The safety and well-being of our first eight months asemployees remained our top priority, and we continued to expand our efforts on making nVent a public company, our growth accelerated every quarter. We generated strong free cash flow of over $300 million and returned about $120 milliongreat place to shareholders.

SPARK
Our new management system defines how we operate. The five elements of Spark are People; Growth; Lean Enterprise; Digital; and Velocity. People are listed first, because they are at the core of Spark. We’re focused on building a strong culture at nVent, one that includes development opportunities and a respectful workplace that celebrates diversity and inclusion – a place where people want to grow their careers. We conducted our first employee engagement survey to help us create a better future.

We are building Growth capabilities across nVent and expanding our Lean focus to improve end to end business processes across the enterprise. Digital is key for our future. We want to improve customer and employee experiences and build capabilities to improve our products and services. Velocity is tied to our Lean and Digital efforts. It is also critical in accelerating innovation and building a responsive, flexible organization. Spark is how we work and will help us succeed as a high performance growth company.

OUR FUTURE
Reflecting on our first eight months as nVent,work. I could not be more proud of our nVent team and what we have accomplishedaccomplished.




Beth A. Wozniak

Chief Executive Officer 


Our sales grew 23% to a record $2.5 billion, demonstrating impressive growth and execution. We overcame supply chain challenges to deliver for our customers and managed unprecedented inflation. We delivered record earnings per share and generated another year of strong cash flow. nVent delivered top tier total shareholder returns of 67% in 2021 and performed 95th percentile of the S&P 400 Industrials. We had a goal to emerge stronger, and our results demonstrate we have.


We have changed the growth trajectory of nVent with our focus on high-growth verticals, new product innovation and global growth. Since becoming a new company, we have added more than $200 million of annualized sales via acquisitions, focused on data solutions and global growth. We have scaled our capabilities working as One nVent, from digital platforms to commercial excellence to our focus on people. Our Spark Management System is how we operate and helps drive our success. Spark supports the high performance culture we have at nVent and includes five elements: People, Growth, Lean, Digital and Velocity. At nVent, we believe our culture and our people are a differentiator.


Our ESG goals are an integral part of nVent’s strategy. We focus on three pillars: People, Products and Planet. Within people, our focus on inclusion and diversity helps make nVent a great place to work. I am proud of our increased representation of women and racially diverse employees. We were named to the 2022 Bloomberg Gender Equality Index, making us one of only 418 companies to be included. Within products, we integrated ESG into our new product introduction process and developed baseline metrics and goals. And within planet, we took meaningful steps toward reducing our CO2 emissions. We received a silver medal for social responsibility from EcoVadis, ranking nVent in the top 13% of companies reviewed in the same industry.


The electrification of everything positions us to grow with our mission to connect and protect. Trends like industrial automation, renewable energy, grid modernization, 5G expansion, growth in data centers and increases in electric vehicles are driving the need for more of our products and solutions. We are winning with our innovative solutions to protect critical electronics and electrical equipment, including cooling and power management. Our innovative cable solutions help manage power and data infrastructure, and our electrical connection and surge protection products provide resiliency in electrical systems around the world. Our connected control and electric heat tracing solutions help manage temperature in critical processes and applications.


I am proud of our nVent team and the results we delivered in 2021. We enter this year with momentum and are well positioned to grow with the secular trends of electrification and digitization. We believe 2022 will be another year of strong growth and value creation. We have emerged stronger, and our future is bright at nVent.


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Environmental, Social and Governance


At nVent, we connect and protect our customers with inventive electrical solutions. We believe that safer systems ensure a more secure world. With this at the center of our mission, we embrace the opportunity and the responsibility in our role as an engaged corporate citizen. We continue to monitor evolving trends and regulations, and are committed to continuously improving our environmental, social and governance (ESG) efforts and communicating with our stakeholders on our progress. We live ESG every day through our employees, our operations and our communities, and it is an integrated part of our strategy. We believe our commitment to ESG and continuous improvement will guide us toward a more sustainable future.


We conducted our first ESG materiality assessment in 2019, and the key insights we received from both internal and external stakeholders helped us focus on how we can make a meaningful impact in our world. Our first ESG report was published in 2020 and highlighted our three ESG focus areas: People, Products and Planet. In July 2021 we published our second ESG report covering the 2020 calendar year. In the report we shared our first-ever external goals and examples of the strides we made in our focus areas. We believe these goals illustrate our commitment to ESG. We are driving a culture focused on inclusion, diversity, employee engagement, safety, and integrity. We are developing innovative solutions that deliver efficiency, safety and reduced resource consumption, creating a more sustainable future. We are operating with responsible energy, waste, and water management practices to help protect natural resources.


PeopleProductsPlanet
A culture focused on inclusion, diversity, employee engagement, safety and integrityInnovative solutions that deliver efficiency, safety and reduced resource consumption, creating a more sustainable futureResponsible energy, waste and water management to help protect our natural resources

2025 People Goals


   Increase representation of women in management globally by 20%


   Increase representation of racially diverse U.S. professional employees by 25%


   Reach an employee safety total recordable incident rate of ≤0.50


2021 Products Goals


   Establish New Product Introduction guidelines to help deliver socially responsible products and end user solutions


   Develop baseline metrics and long-term goals



2030 Planet Goals


   Achieve 25% reduction in Scope 1 and Scope 2 greenhouse gas emissions


   Reach 20% renewable energy consumption



Our 2020 ESG report is available on our website at https://www.nvent.com/about-nvent/social-responsibility. In our 2021 ESG report, which we expect to release in the summer of 2022, we plan to provide additional information regarding our progress during 2021 and to build on our continued commitment to transparency by sharing an update on our external goals and releasing our long-term goals for our Products pillar.


Our Executive Leadership Team has the responsibility, with oversight from our Board and its respective committees, to manage our ESG strategy, initiatives and risk-management processes. The charter of our Board’s Governance and Social Responsibility Committee was updated in 2021 to describe its role in overseeing our environmental, social and governance matters. The charter of our Compensation and Human Capital Committee was also updated to define its role in overseeing our human resources and compensation strategies and goals, including those related to company culture, inclusion and diversity.


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Environmental, Social and Governance


People

Our employees are at the core of our business. Promoting a short time. We are gaining momentum on executingculture of inclusion is a cornerstone of our strategy and is woven throughout our organization. As a global company, we believeunderstand that diverse perspectives are key to our company’s ability to grow and innovate for our customers. We value all dimensions of diversity and work hard to make sure all voices are heard, respected and represented.  Whether working remotely or in person, we remain focused on our intentional culture-shaping activities and accelerated our efforts to make sure all employees feel heard, engaged and included.

Through the nVent Foundation and our nVent in Action programs, we empower our employees to give to the causes they care about. We connect with communities and protect our future by supporting quality education programs for youth and charitable causes championed by our employees. nVent employees around the world take action to help make their communities stronger by sharing their time, talents and resources with those in need.

We are committed to maintaining a positive, healthy work environment for our employees and preventing workplace injuries. We use a safety model based on three pillars to help ensure our business practices promote a healthy and safe workplace: management commitment, controlled hazards and employee engagement. Around the world, our safety leaders work with other employees to reduce risks and injuries.

We are diligent about selecting our suppliers. Our Supplier Code of Conduct prescribes expectations for providing safe and healthy working conditions, upholding high ethical standards and engaging in environmental responsibility. We expect our suppliers, contractors and others in our supply chain to share our commitment to human rights and to provide assurances that their businesses are free from practices associated with human rights violations. Additionally, through our supplier diversity program, we help ensure our competitive supplier selection processes include diverse suppliers.

Highlights

·   We implemented a new ESG scorecard, which we call the People & Culture Scorecard, into our 2021 annual incentive plan. The scorecard is directly tied to our 2025 People Goals. Additional details can be found on page 40.

·   We increased our representation of women in management globally, and our representation of racially diverse U.S. professional employees.

·   We launched Electrify, our new digital employee recognition platform, to increase engagement globally.

·   We were included in RippleMatch’s 2021 list of top workplaces for Generation Z: The Next Gen 100. RippleMatch is a third party that recognizes organizations that are building standout workplaces for the next generation of talent.

·   We were named in the 2022 Bloomberg Gender-Equality Index for our commitment to transparency in gender-data reporting.

·   We prioritized employee safety and well-being during the pandemic. We aligned our actions with the guidance of the World Health Organization, the Centers for Disease Control and Prevention and local health authorities. We quickly established global teams as needed to assist with implementing safety protocols.



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Environmental, Social and Governance


Products

Our mission to connect and protect with inventive electrical solutions is important as the Electrification of Everything changes the world and creates opportunities aheadfor a more sustainable future. Our products connect and protect systems that touch the lives of us are tremendous. I am inspired bymillions of people every day through the dedicatedworld’s infrastructure, energy, data and talented people at nVent, whocommunication systems. Our solutions protect infrastructure, provide resiliency and help ensure ongoing connectivity.

As the world changes and becomes more electrified, we expect investments in new infrastructure and technologies will be vital. We will continue to focus on our customers every day, striving todeveloping highly differentiated solutions that deliver not only inventive productsefficiency, safety and solutions butreduced resource consumption, creating a great customer experience. We are unifying as One nVent and accelerating our capability and performance. I am confident in our ability to create value for our customers, employees and shareholders as we continue our journey as a new company.

I’m grateful to you for your support, trust and confidence in ourmore sustainable future.

Highlights

·   We integrated ESG into our new product introduction guidelines.

·   We established a baseline in 2021 for future reporting and goal setting in three key categories: Use of Eco-Friendly Designs, Eco-Friendly Materials and End-User Safety. We plan to increase awareness and institute guidelines for these categories in our New Product Introduction process to help ensure advancement in delivering socially responsible products and end-user solutions.

Planet

Being a good steward of the environment is integral to how we operate. Innovation, adaptability and our continuous improvement approach allow us to protect natural resources and provide value to our customers and the communities where we live and work.

From setting strategic business goals to our Grass Roots Employee Resource Group focused on sustainability, working to improve our environmental impact is a priority at all levels of our organization. Employee-led “environmental treasure hunts” occur globally across our facilities to identify and implement improvement ideas. We are committed to responsible energy use, greenhouse gas reduction and waste and water management.

Reducing our carbon emissions and using more green energy are important steps we are taking to reduce our impact on natural resources.

Highlights


Beth A. Wozniak
·
Chief Executive Officer   We continued to decrease greenhouse gas emissions through investments in renewable energy and operational efficiency.

·   We updated our Environmental Policy in 2021, and will continue to invest in environmental improvements, assess the Task Force on Climate-related Financial Disclosures framework, and evaluate carbon neutrality.

·   We received a silver medal from EcoVadis in 2021 for our strong sustainability performance. EcoVadis is a third-party entity that evaluates suppliers on a complex scale of sustainability and ESG factors.

·   We are adding an environmental metric to our 2022 ESG Scorecard in our annual incentive plan. Additional details can be found on page 47.

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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.



*nVent outstanding shares calculated as of December 31, 2021. Ownership based on publicly disclosed ownership at the time of Fall outreach.

In response to input we received during our fall 2021 shareholder engagement sessions, we decided to begin publishing the overview of our EEO-1 reports on our website. The overview of our 2020 report is currently available at https://www.nvent.com/inclusion-diversity.


2022 Proxy Statement7

Notice of Annual General Meeting of Shareholders


To Be Held May 10, 201913, 2022


Our Annual General Meeting of Shareholders will be held at the Four Seasons Hotel, Hamilton Place, Park Lane, London, England, W1J 7DR,W1J7DR, on Friday, May 10, 2019,13, 2022, at 8:00 a.m. local time,British Summer Time, to consider and vote upon the following proposals:proposals; provided that if we are unable to hold the meeting at this location, date and/or time, it will be held at an alternative location, date and/or time that we will publicly announce: 

Voting Matters     Board
Recommendation
     Vote
Required
     Page
Reference
1.By Separate Resolutions, Re-Election of Director Nominees:
Brian M. Baldwin
Jerry W. Burris
Susan M. Cameron
Michael L. Ducker
David H.Y. Ho
Randall J. Hogan
Ronald L. Merriman
William T. Monahan
Herbert K. Parker
Beth Wozniak

FOR
each nominee

Majority of votes cast10
2.Approve, by Non-Binding Advisory Vote, the Compensation of the Named Executive OfficersFORMajority of votes cast25
3.Recommend, by Non-Binding Advisory Vote, the Frequency of Advisory Votes on the Compensation of Named Executive OfficersONE YEARAlternative receiving greatest number of votes cast54
4.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 Auditors’ RemunerationFORMajority of votes cast55
5.Authorize the Price Range at which nVent Electric plc can Re-Allot Treasury SharesFOR75% of votes cast58
1.By Separate Resolutions, Election of the Following Director Nominees:

i.   Jerry W. Burris

ii.  Susan M. Cameron

iii. Michael L. Ducker

iv. Randall J. Hogan

v.  Danita K. Ostling

vi.  Nicola Palmer

vii. Herbert K. Parker

viii.Greg Scheu

ix.  Beth A. Wozniak

x.   Jacqueline Wright

2.Approve, by Non-Binding Advisory Vote, the Compensation of the Named Executive Officers
3.Ratify, by Non-Binding Advisory Vote, the Appointment of Deloitte & Touche LLP as the Independent Auditor and Authorize, by Binding Vote, the Audit and Finance Committee of the Board of Directors to Set the Auditor’s Remuneration
4.Authorize the Board of Directors to Allot and Issue New Shares under Irish Law
5.Authorize the Board of Directors to Opt Out of Statutory Preemption Rights under Irish Law
6.Authorize the Price Range at which nVent Electric plc Can Re-allot Shares it Holds as Treasury Shares under Irish Law

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


Proposals 1, 2, 3 and 4 are ordinary resolutions, requiring the approval of a simple majority of the votes cast at the meeting. A plurality of the votes cast for Proposal 3 will be the frequency of the advisory vote on executive compensation that shareholdersProposals 5 and 6 are deemed to have approved. Proposal 5 is a special resolution,resolutions, requiring the approval of not less than 75% of the votes cast.cast at the meeting.


Only shareholders of record as of the close of business on March 15, 201918, 2022 are entitled to receive notice of and to vote at the Annual General Meeting.


If you are a shareholder entitled to attend and vote at the Annual General Meeting, you are entitled to appoint a proxy or proxies to attend, speak and vote on your behalf. A proxy need not be a shareholder. If you wish to appoint as proxy any person other than the individuals specified on the proxy card, please contact our Corporate Secretary at our registered office.office or deliver to the Corporate Secretary at our registered office a proxy card in the form set out in section 184 of the Irish Companies Act 2014; please also note that your nominated proxy must attend the Annual General Meeting in person in order for your vote to be cast.


At the Annual General Meeting, management will review nVent Electric plc’s affairs and will also present nVent Electric plc’s Irish statutory financial statements for the fiscal year ended December 31, 2021 and the reports of the directors and the statutory auditors thereon.


By Order of the Board of Directors,



Jon Lammers

Corporate Secretary
March 26, 2019
April 1, 2022


Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on May 10, 2019.13, 2022. The Annual Report, Notice of Annual General Meeting, Proxy Statement and Irish Statutory Financial Statements and Related Reports are available by Internet atwww.proxyvote.com.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. local time.Irish Standard Time. See “Questions and Answers About the Annual General Meeting and Voting” for further information on participating in the Annual General Meeting in Ireland.**

  

Where

Four Seasons Hotel,
Hamilton Place, Park Lane,
London, England, W1J 7DR
7DR*

When

Friday, May 10, 2019,13, 2022,
8:00 a.m. local time
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, AND IN ANY EVENT AT LEAST 48 HOURS BEFORE THE ANNUAL GENERAL MEETING. IF YOU PLAN TO SUBMIT A PROXY, YOU MUST SUBMIT YOUR PROXY BY INTERNET OR TELEPHONE, OR YOUR PRINTED PROXY CARD MUST BE RECEIVED AT THE ADDRESS STATED ON THE CARD, BY NO LATER THAN 8:00 A.M. LOCAL TIME (3:00 A.M. EASTERN DAYLIGHT TIME) ONMAY 8, 2019.

Whether or not you plan to attend, we encourage you to vote your shares by submitting a proxy as soon as possible. IF YOU PLAN TO SUBMIT A PROXY, YOU MUST SUBMIT YOUR PROXY BY INTERNET OR TELEPHONE, OR YOUR PRINTED PROXY CARD MUST BE RECEIVED AT THE ADDRESS STATED ON THE CARD, BY NO LATER THAN 11:59 P.M. EASTERN DAYLIGHT TIME ON MAY 12, 2022 OR, IF YOU ARE A BENEFICIAL OWNER, SUCH EARLIER TIME AS YOUR BANK, BROKER-DEALER, BROKERAGE FIRM, OR NOMINEE MAY REQUIRE.

By Internet

You can vote over the internet atwww.proxyvote.com.

By Telephone

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

By Mail

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

Vote in Person

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


2019 Proxy Statement       3






*If we are unable to hold the meeting at this location, date and/or time, it will be held at an alternative location, date and/or time that we will publicly announce.
**If participation at the offices of Arthur Cox is not possible, we will publicly announce an alternative venue at which shareholders in Ireland may participate by audio link.

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Proxy Statement for the Annual General Meeting of Shareholders of nVent Electric plc to be held on Friday, May 10, 2019

Proxy Statement for the Annual General Meeting of Shareholders of nVent Electric plc to be held on Friday, May 13, 2022


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 1, 2022 to our shareholders entitled to vote at the Annual General Meeting.


The SeparationVoting Matters and Recommendations

Proposal Board
Recommendation
   Vote
Required
  Page
Reference
1.Election of Director Nominees  FOR
each nominee
 Majority of votes cast 14
2.Approve, by Non-Binding Advisory Vote, the Compensation of the Named Executive Officers FOR Majority of votes cast 31
3.Ratify, by Non-Binding Advisory Vote, the Appointment of Deloitte & Touche LLP as the Independent Auditor and Authorize, by Binding Vote, the Audit and Finance Committee to Set the Auditor’s Remuneration FOR Majority of votes cast 65
4.Authorize the Board of Directors to Allot and Issue New Shares under Irish Law FOR Majority of votes cast 68
5.Authorize the Board of Directors to Opt Out of Statutory Preemption Rights under Irish Law FOR 75% of votes cast 69
6.Authorize the Price Range at which nVent Electric plc Can Re-Allot Treasury Shares under Irish Law FOR 75% of votes cast 71

On April 30, 2018, the separation of our company from Pentair plc (“Pentair”) into two publicly traded companies was completed (the “Separation”).

Proposal
1

Re-Election of Director Nominees

The Board recommends a vote FOR each Director nomineePage 10

Board and Governance Highlights


Director Nominees

For the 2022 Annual General Meeting, our Board has recommended the following director nominees.


Committee Memberships
Name, AgeDirector SinceIndependentAudit and FinanceCompensation and
Human Capital
Committee MembershipsGovernance
and Social
Responsibility
NameDirector SinceIndependentAudit and FinanceCompensationGovernance
Brian M. Baldwin,362018
Jerry W. Burris,55 582018
Susan M. Cameron,60 632018
Michael L. Ducker,65 682018
David H.Y. Ho,592018
Randall J. Hogan,,63 662018 
Danita K. Ostling,Ronald L. Merriman,74 612018*
Nicola Palmer,William T. Monahan,71 5420182020
Herbert K. Parker,602018
Beth Wozniak (CEO),542018 63 2018*
Greg Scheu, 602021
Beth A. Wozniak (CEO), 572018
Jacqueline Wright, 622020

Committee Member:       Committee Chair: 


*Upon completion of the 2022 Annual General Meeting, Mr. Parker will become the Chair of the Audit and Finance Committee and Ms. Ostling will join the Audit and Finance Committee.

Committee Member:2022 Proxy StatementCommittee Chair:9

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Proxy Statement Summary


Board Overview

Directors are chosen with a view to bringing to of the Board

Our Board considers a variety of rich financialfactors described below under “Director Qualifications, Diversity and management experienceTenure” when assessing the qualifications of Board nominees. Nine of our ten nominees are independent, and backgrounds and establishing a core of business advisers with financial and management expertise.50% have CEO experience.



<1one year tenure(1)

50%are diverse

8of10are independent directors

60%have CEO experience

(1)Our director nominees’ average tenure is calculated by full years of completed service based on date of initial appointment or election to our Board.

Proposal
2

Approve, by Non-Binding Advisory Vote, the Compensation of the Named Executive Officers

The Board recommends a vote FOR approval of the compensation of the Named Executive OfficersPage 25

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 27)33).


Our Compensation Philosophy

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


to motivate and reward executives for achieving annual and long-term financial objectives;
to align management and shareholder interests by encouraging employee stock ownership;
to provide rewards commensurate with individual and company performance;
to encourage growth and innovation; and
to attract and retain top-quality executives and key employees.


To balance these objectives, our executive compensation program uses the following direct compensation elements:


base salary, to provide fixed compensation competitive in the marketplace;
annual incentive compensation, to reward short-term performance against specific financial targets and individual goals;targets; and
long-term incentive compensation, to link management incentives to long-term value creation and shareholder return.

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Proxy Statement Summary


The Compensation and Human Capital Committee reviews total compensation for executive officers and the relative levels of each of these forms of compensation against the Committee’s goals. The mix of total direct compensation (shown at target) for 20182021 for our Chief Executive Officer and the average of the other executive officers named in the Summary Compensation Table below (our “Named Executive Officers”) is shown in the charts below.


2021 Target Direct Compensation Mix



2018 Target Direct Compensation Mix2022 Proxy Statement
CEOOther NEOs
11

Proposal
3

Recommend, by Non-Binding Advisory Vote, the Frequency of Advisory Votes on the Compensation of Named Executive Officers

The Board recommends a vote ofONE YEAR on frequency of future non-binding advisory votes on compensation of Named Executive OfficersPage 54

Proposal
4

Ratify, by Non-Binding Advisory Vote, the Appointment of Independent Auditors and Authorize, by Binding Vote, the Audit and Finance Committee to Set the Auditors’ Remuneration

The Board recommends a voteFOR the ratification of the appointment of Deloitte & Touche LLP as the independent auditor of nVent Electric plc and the authorization of the Audit and Finance Committee to set the auditor’s remunerationPage 55

6       nVent Electric plc


Table of Contents

Proxy Summary

Proposal
5

Authorize the Price Range at which nVent Electric plc can Re-allot Treasury Shares

The Board recommends a voteFOR the authorization of the price range at which nVent Electric plc can re-allot shares it holds as treasury shares under Irish lawPage 58

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, 2018 and the report of the statutory auditors thereon.

2019 Proxy Statement       7


Table of Contents

Table of Contents


LETTER TO SHAREHOLDERS32
ENVIRONMENTAL, GOVERNANCE AND SOCIAL4
SHAREHOLDER ENGAGEMENT7
NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS83
PROXY STATEMENT FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS OF nVENTNVENT ELECTRIC PLC TO BE HELD ON FRIDAY, MAY 10, 201913, 202294
PROXY STATEMENT SUMMARY94
Voting Matters and Recommendations9
PROPOSAL 1 RE-ELECTELECT DIRECTOR NOMINEES1410
Vote Requirement1014
DirectorsDirector Nominees Standing for Re-ElectionElection1115
Director Independence1520
Director Qualifications;Qualifications, Diversity and Tenure1520
Shareholder Recommendations, Nominations and Proxy Access1622
CORPORATE GOVERNANCE MATTERS2317
The Board’s Role and Responsibilities, Including Risk Oversight1723
Board Structure and Processes1824
Committees of the Board2026
Attendance at Meetings2228
Director Compensation2228
EXECUTIVE COMPENSATION3125
PROPOSAL 2 APPROVE, BY NON-BINDING ADVISORY VOTE, THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS3125
Vote Requirement32
COMPENSATION AND HUMAN CAPITAL COMMITTEE REPORT3226
COMPENSATION DISCUSSION AND ANALYSIS3327
Our Named Executive Officers33
Key Business Results and Goals33
Overview of Compensation Program and Objectives2736
Our Compensation Best Practices2837
2018 Business ResultsShareholder Engagement Initiatives and Say on Pay2837
Separation Related Actions29
Comparative Framework3138
2018 Compensation Program Elements3339
Base Salaries3339
Annual Incentive Compensation3440
2018 Long-Term Incentive Compensation3641
Perquisites and Other Personal Benefits3747
Stock Ownership Guidelines3748
Equity Holding Policy3848
Clawback Policy3848
Policy Prohibiting Hedging and Pledging3849
Retirement and Other Benefits3849
Severance and Change-in-Control Benefits4050
Impact of Tax Considerations4150
Compensation Consultant4151
Evaluating the Chief Executive Officer’s Performance4151
Equity Award Practices4251

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Table of Contents

EXECUTIVE COMPENSATION TABLES5242
Summary Compensation Table4252
Grants of Plan-Based Awards In 2018in 20214454
Outstanding Equity Awards at December 31, 201820214555
20182021 Option Exercises and Stock Vested Table4757
20182021 Pension Benefits4757
Nonqualified Deferred Compensation Table4858
Potential Payments Upon Termination or Change in Control4959
Pay Ratio5363
Risk Considerations in Compensation Decisions5364
PROPOSAL 3 RECOMMEND, BY NON-BINDING ADVISORY VOTE, THE FREQUENCY OF ADVISORY VOTES ON THE COMPENSATION OF NAMED EXECUTIVE OFFICERS54
Vote Requirement54
PROPOSAL 4 RATIFY, BY NON-BINDING ADVISORY VOTE, THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE INDEPENDENT AUDITOR OF nVENTNVENT ELECTRIC PLC AND TO AUTHORIZE, BY BINDING VOTE, THE AUDIT AND FINANCE COMMITTEE OF THE BOARD OF DIRECTORS TO SET THE AUDITOR'SAUDITOR’S REMUNERATION6555
Vote Requirement5565
Audit and Finance Committee Pre-approval Policy5666
Fees Paid to the Independent Auditors5666
AUDIT AND FINANCE COMMITTEE REPORT5767
PROPOSAL 4 AUTHORIZE THE BOARD OF DIRECTORS TO ALLOT NEW SHARES UNDER IRISH LAW68
Vote Requirement68
PROPOSAL 5 AUTHORIZE THE BOARD OF DIRECTORS TO OPT OUT OF STATUTORY PREEMPTION RIGHTS UNDER IRISH LAW69
Vote Requirement70
PROPOSAL 6 AUTHORIZE THE PRICE RANGE AT WHICH nVENTNVENT ELECTRIC PLC CAN RE-ALLOT SHARES IT HOLDS AS TREASURY SHARES UNDER IRISH LAW7158
Vote Requirement5871
SECURITY OWNERSHIP7259
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE60
QUESTIONS AND ANSWERS ABOUT THE ANNUAL GENERAL MEETING AND VOTING7360
SHAREHOLDER PROPOSALS AND NOMINATIONS FOR THE 20202023 ANNUAL GENERAL MEETING OF SHAREHOLDERS7764
IRISH DISCLOSURE OF SHAREHOLDER INTERESTS7865
20182021 ANNUAL REPORT ON FORM 10-K7865
REDUCE DUPLICATE MAILINGS7865
APPENDIX A – RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES7966

2022 Proxy Statement13

2019 Proxy Statement       9


Table of Contents


 

Proposal

1

Re-ElectElect Director Nominees

The Board recommends a voteFOReach Director nominee
 

Our Board currently has ten members. On the recommendation of the Governance and Social Responsibility Committee, the Board has nominated alleach of our current directorsthe ten individuals named below for re-electionelection for a one-year term expiring on completion of the 20202023 Annual General Meeting. If any of the nominees should become unable to accept re-election,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 abovebelow 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; thetheir publicly held directorships and somecertain 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 re-electelect the following ten director nominees for a term expiring on completion of the 20202023 Annual General Meeting: Jerry W. Burris, Susan M. Cameron, Michael L. Ducker, Randall J. Hogan, Danita K. Ostling, Nicola Palmer, Herbert K. Parker, Greg Scheu, Beth A. Wozniak, and Jacqueline Wright.”

(i)Brian M. Baldwin(vi)Randall J. Hogan
(ii)Jerry W. Burris(vii)Ronald L. Merriman
(iii) Susan M. Cameron(viii) William T. Monahan
(iv)Michael L. Ducker(ix)Herbert K. Parker
(v)David H.Y. Ho(x)Beth Wozniak.”

Vote Requirement

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


 
The Board recommends a voteFOR FORre-electionelection of each Director nominee.
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Proposal 1


DirectorsDirector Nominees Standing for Re-ElectionElection


Jerry W. Burris

Brian M. Baldwin
 

Director since2018

Age36
58

Independent

Committees:

CommitteesCompensation and Human Capital

 Compensation(Chair)
 

Governance

and Social Responsibility

Mr. Baldwinis a Partner and Senior Analyst of Trian Fund Management, L.P., a multi-billion dollar investment management firm, and he has served as a member of the investment team of Trian since August 2007. From 2015 until the Separation, Mr. Baldwin attended meetings of the board of directors of Pentair plc in an observer capacity. As a senior member of Trian’s investment team, he has worked with numerous public companies to implement operational, strategic, and corporate governance improvements. Prior to joining Trian, Mr. Baldwin was an analyst at Merrill Lynch Global Private Equity from 2005 to 2007.

Qualifications:Mr. Baldwin brings expertise in the areas ofcorporate strategy development,investment in companies, finance, accounting,mergers & acquisitionsand thebroader industrial sector.


Jerry W. Burris
Director since2018
Age55
Independent
Committees
 Compensation(Chair)
 Governance

Mr. Burrisis 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 May 2018. Mr. Burris served as President and Chief Executive Officer of Associated Materials Group, Inc., a manufacturer of professionally installed exterior building products, from 2011 to 2014. Prior to that, he served as President, Precision Components of Barnes Group Inc., and was the President of Barnes Industrial, a global precision components business within Barnes Group. Prior to joining Barnes Group, Mr. Burris held a number of senior management positions at General Electric including President and Chief Executive Officer of Advanced Materials Quartz and Ceramics; General Manager of Global Services at GE Healthcare; head of global supply chain sourcing with GE Industrial Systems and Honeywell Integration. Mr. Burris is alsohas served as a director of Schramm, Inc., a portfolio company of GenNx360 Capital Partners, Midwest Can Company since 2017 and Fifth Third Bancorp since 2016. Inin 2022 he joined the board of directors of Mohawk Industries, Inc., a global flooring manufacturer. During the past five years, heMr. Burris also previously served as a director of Fifth Third Bancorp and Pentair plc.


Qualifications:Mr. Burris brings to our Board significantexecutive leadership experiencein management ofglobal manufacturing operationsand related processes, such assupply chain managementmanagemen,t, quality control and product development. Mr. Burris also provides our Board with insight intooperating best practicesand current developments in a variety of management contexts.



2019 Proxy Statement     11


Table of Contents

Proposal 1Susan M. Cameron (Lead Director)

Susan M. Cameron
 

Director since2018

Age60
63

Independent

Committees
 Audit

Committees:

 

Compensation and Finance

Human Capital

 

Governance and Social Responsibility

Ms. Cameronis the retired Chairman and Chief Executive Officer of Reynolds American Inc., a publicly-traded tobacco company, where she served as its Non-Executive Chairman from May 2017 to July 2017, its Executive Chairman from January 2017 to May 2017, and its Chief Executive Officer and member of the Board of Directors from 2014 to 2016. Prior to that, she served as President and Chief Executive Officer from 2004 to 2011 and as a member of its Board of Directors from 2006 to 2011. Prior to joining Reynolds American Inc., Ms. Cameron held various marketing, management and executive positions at Brown& Williamson Tobacco Corporation, a U.S. tobacco company. Ms. Cameron has served as a director of Aramark since 2019, as a director of Tupperware Brands Corporation since 2011. In2011 and the Non-Executive Chairman of Tupperware Brands Corporation since 2019. During the past five years, Ms. Cameron has also previously served as a director of Reynolds American Inc., and R.R. Donnelley & Sons Company.

Qualifications:Ms. Cameron has considerable experience in the executive leadership and marketing functions of a public company. Ms. Cameron brings to our Board strong leadership skills,marketing and brand leadershipexpertise and essential insights and perspectives regarding the strategic andoperational opportunities and challenges of a global manufacturing business.


Michael L. Ducker2022 Proxy Statement15

Table of Contents

Proposal 1


Michael L. Ducker

 

Director since2018

Age65
68

Independent

Committees:

Committees

Compensation and Human Capital

 CompensationGovernance and Social Responsibility

 Governance(Chair)

Mr. Duckeris 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.Express including serving as president of FedEx Express Asia Pacific in Hong Kong and leading the Southeast Asia and Middle East regions from Singapore, as well as Southern Europe from Milan, Italy. Mr. Ducker has served as a director of International Flavors & Fragrances Inc. since 2014, and as a director of U.S. Xpress Enterprises, Inc. since 2020. He also serves as a director of Amway Corporation, a privately held direct selling business.


Qualifications:Mr. Ducker’s significant seniorexecutive and international experiencecoupled with his extensive expertise incomplex global operations and logisticscomplements 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 assessmentand operational issuesissues.


12     nVent Electric plc


Table of Contents

Proposal 1Randall J. Hogan (Chairman)

David H. Y. Ho
 

Director since2018

Age59
66

Independent


CommitteesChairman since
 Compensation2018
 Governance(Chair)

Mr. Hois Chairman and founder of Kiina Investment Limited, a venture capital firm that invests in start-up companies in the technology, media, and telecommunications industries. Mr. Ho served as Chairman of the Greater China Region for Nokia Siemens Networks, a telecommunications infrastructure company that is a joint venture between Finland-based Nokia Corporation and Germany-based Siemens AG from 2007 to 2008. Before that, Mr. Ho served in various capacities for Nokia China Investment Limited, the Chinese operating subsidiary of Nokia Corporation, a multinational telecommunications company. Mr. Ho has also served as a director of China COSCO Shipping Corporation, formerly China Ocean Shipping Company, and China Mobile Communications Corporation, a Chinese state-owned enterprise, since 2016, and as a director of Dong Fang Electric Corporation from 2009 to 2015. Mr. Ho has served as a director of Qorvo, Inc. since 2018 and Air Products and Chemicals Inc. since 2013. In the past five years, Mr. Ho also served as a director of Pentair plc.

Qualifications:Mr. Ho brings extensive experience and business knowledge ofglobal markets in diversified industries, with a strong track record in establishing and building businesses in China, and management expertise inoperations, mergers, acquisitions and joint venturesin the area.


Randall J. Hogan (Chairman)
Director since2018
Age63
Chairman since2018

Mr. Hoganserves as our non-executive Chairman of the Board. Prior to the separation of our separationcompany from Pentair plc in 2018, Mr. Hogan served as Pentair plc’s Chief Executive Officer from 2001 to 2018 and as its Chairman from 2002 to 2018. Prior to his role as Chief Executive Officer, Mr. Hogan held various leadership roles at Pentair plc including President and Chief Operating Officer, and Executive Vice President and President of the Electrical and Electronic Enclosures Group. Mr. Hogan also held leadership roles with United Technologies Corporation as President of the Carrier Transicold Division; Pratt & Whitney Industrial Turbines as Vice President and General Manager; General Electric Company in executive positions in a variety of functions such as marketing, product management, and business development and planning; and McKinsey & Company as a consultant. Mr. Hogan has served as director of Medtronic plc since 2015. InDuring the past five years, Mr. Hogan has also previously served as a director of Pentair plc and Covidien plc.


Qualifications:Mr. Hogan has significant leadership experience both with Pentair plc and predecessor employers demonstrating a wealth ofoperational management, strategic, organizational and business transformation acumen. His deep knowledge of business in general and our businesses, strengths and opportunities in particular, as well as his experience as a director in two othercomplex global public companiesallow him to make significant contributions to our Board.

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2019 Proxy Statement     13


Table of Contents

Proposal 1


Danita K. Ostling

Ronald L. Merriman
 

Director sinceNominee2018

Age74
61

Independent

Committees:

Committees
 

Audit and Finance(Chair)

Finance*

Mr. MerrimanMs. Ostling is a retired Vice Chairmanformer partner and partner of KPMGsenior leader at Ernst & Young LLP, a global accounting and consulting firm, where he heldor EY, having served in various leadership roles from 19671999 until her retirement in 2021. Ms. Ostling served a broad spectrum of publicly traded and privately held clients on complex issues in accounting, auditing, risk, regulatory and securities registrations. Ms. Ostling’s career with EY spanned 32 years and included serving as the Professional Practice Director for EY’s U.S. East Region from 2015-2021, and before that as Deputy Director Global Assurance Professional Practice – Accounting for eight years in London. In addition to 1997. At KPMG LLP, Mr. Merrimanher work at EY, Ms. Ostling also served as Vice Chairmanin leadership roles for Citigroup, Inc. and the Financial Accounting Standards Board, or FASB. In 2021, Ms. Ostling joined the board of directors of Circle Internet Financial LLC, a global financial technology firm, and in 2022 she joined the board of Varsity Brands, Inc., a privately held American apparel company. Ms. Ostling was recommended by a third party search firm to our Governance and Social Responsibility Committee of the Executive Management Committee. He also led KPMG’s Global Transportation & Logistics Practice and its Global Healthcare Practice and served as its U.S. Liaison PartnerBoard, which recommended to the Board to approve the nomination of Ms. Ostling to stand for Asia. More recently, Mr. Merriman founded Merriman Partners, a management advisory firm, in 2003 and served as its managing partner from 2004 to 2011. Prior to that, he served as managing director of O’Melveny & Myers LLP, a global law firm, as Executive Vice President of Carlson Wagonlit Travel, and a President of Ambassador Performance Group, Inc. Mr. Merriman has served as a director of Realty Income Corporation since 2005, and Aircastle Limited since 2006. Inelection at the past five years, Mr. Merriman has served as a director of Pentair plc and Haemonetics Corporation.2022 Annual General Meeting.


Qualifications:Mr. MerrimanMs. Ostling has extensive expertise infinancial managementaccounting and auditing, with significant experience consulting on complex accounting,enterprise risk management and operational controlsof multinational issues for large global companies. Throughout his professional career and public company audit committee experience, he has been exposedShe will also bring to issues involvingour board her subject matter expertise with respect to accounting and audit standards, risk management and compliance.


*     Ms. Ostling will serve as a member of the Audit and Finance Committee upon completion of the 2022 Annual General Meeting.


Nicola Palmer

Director since 2020

Age 54

Independent

Committees:

Audit and Finance

Ms. Palmer is the Chief Technology Ambassador of Verizon Communications, Inc., a global provider of technology, communications, information and entertainment products and services, having served in that role since 2022. Previously she served as Chief Product Development Officer from 2019 to 2022, as Chief Network Engineering Officer and Head of Wireless Networks from 2017 to 2018 and as Chief Technology Officer for Verizon Wireless from 2013 to 2017, after having served in technology roles of increasing responsibility for Verizon since 2000.


Qualifications: With a career spanning technology, engineering, operations, service management, product development, and strategy/planning, Ms. Palmer has extensive expertise in building, evolving and innovating technology products, platforms and services. She has significant experience in digital business lawtransformation, cybersecurity, and corporate ethicsevaluating acquisitions and investments to drive innovation forward.


William T. Monahan (Lead Director)2022 Proxy Statement
Director since2018
Age71
Independent
Committees
 Audit and Finance

Mr. Monahan17serves as our Lead Director. Mr. Monahan was Chairman of the board of directors and Chief Executive Officer of Imation Corporation, a manufacturer of magnetic and optical data storage media, from 1995 to 2004. Previously, he served as Group Vice President of 3M Company’s Electro and Communications Group, Senior Managing Director of 3M’s Italy business and Vice President of 3M’s Data Storage Products Division. Mr. Monahan also served as a director and the Interim Chief Executive Officer of Novelis, Inc., a global leader in aluminum rolled products and aluminum can recycling in 2006. Mr. Monahan has served as a director of The Mosaic Company since 2004. In the past five years, Mr. Monahan has served as a director of Pentair plc.

Qualifications:Mr. Monahan’s extensive service as a board member and chief executive officer at companies in a number of different industries brings to our Board a wealth ofexecutive and operational leadershipexperience. He has a strong background ininternational operations, financial management, mergers and acquisitions, global marketing and distribution, as well as business to business sales development.

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Table of Contents

Proposal 1


Herbert K. Parker

Herbert K. Parker
 

Director since2018

Age60
63

Independent

Committees
 


Committees:

Audit and Finance
(Chair, upon completion of the 2022 Annual General Meeting)

Mr. Parkerwas Executive Vice President of Operational Excellence for Harman International Industries, Inc., a worldwide developer, manufacturer and marketer of audio products, lighting solutions and electronic systems, from 2015 to 2017, and was the Executive Vice President and Chief Financial Officer of Harman Industries, Inc. from 2008 to 2014. Previously, Mr. Parker served in various financial positions with ABB Ltd. including as Chief Financial Officer of the Americas region. Mr. Parker began his career as a staff accountant with C-E Systems. Mr. Parker has served as a director of each of Apogee Enterprises Inc., and American Axle & Manufacturing since 2018, and as a director of TriMas Corporation since 2015.


Qualifications:Mr. Parker has extensive experience infinancial and asset management, accounting and audit,andSarbanes-Oxley compliancefor 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 enterpriserisk management, investor relations,operations and international business.



Greg Scheu

Beth Wozniak
 

Director since2018
2021

Age5460

Independent

Committees:

 

Audit and Finance

Mr. Scheu is the retired President of the Americas region as well as Head of Group Service and Business Integration of ABB, Inc., a subsidiary of leading global technology company ABB Ltd., having served in those roles from 2015 until his retirement in October 2019. Mr. Scheu also served as a member of ABB Ltd.’s Executive Committee from 2012 until his retirement. From 2013 to 2014, he was ABB Inc.’s Head of Business Integration, Group Service and North America. From 2012 to 2013, he was its Head of Marketing and Customer Solutions. Mr. Scheu joined ABB in 2001 and was responsible for the integration of key acquisitions into ABB. After his retirement from ABB in 2019, Mr. Scheu founded StratPro Partners, a consulting and advisory practice, and is also a senior advisor at Lindsay Goldberg, a private equity firm.


Qualifications: Mr. Scheu brings extensive industry and mergers and acquisitions experience. His service as an executive for the subsidiary of a leading global technology company has provided him with extensive leadership experience and subject matter expertise in enterprise operations and business integrations.

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Table of Contents

Proposal 1


Beth A. Wozniak

Director since 2018

Age 57

Ms. Wozniakwas appointed as our Chief Executive Officer upon completion of the Separation on April 30,separation of our company from Pentair plc in 2018. Prior to the Separation,that, Ms. Wozniak was President of Pentair plc’s Electrical segment from 2017 to 2018, and served as President of Pentair plc’s Flow & Filtration Solutions Global Business Unit from 2015 to 2016. Previously, Ms. Wozniak held various leadership roles at Honeywell International Inc., and its predecessor AlliedSignal, from 1990 to 2015 including as President of the Environmental and Combustion Controls unit of Honeywell International Inc. from 2011 to 2015 and prior to that as President of the Sensing and Controls unit of Honeywell International Inc. from 2006 to 2011. In 2021 Ms. Wozniak joined the board of directors of Carrier Global Corporation, a global provider of heating, ventilating, air conditioning and refrigeration systems, building controls and automation, and fire and security systems.


Qualifications:Ms. Wozniak brings extensive experience inleading complex, global businessesbusiness operationsand mergers and acquisitions, and contributes leadership expertise and insights to our Board.


Jacqueline Wright

Director since 2020

Age 62

Independent

Committees:

Compensation and Human Capital

Governance and Social Responsibility

Ms. Wright is the Chief Digital Officer, Microsoft US, of Microsoft Corporation, a multinational technology company, having served in that role since 2019. Previously, she served from 2017 - 2019 as Chief Digital & Information Officer for HM Revenue& Customs, the British government tax department, under a two-year secondment arrangement. Prior to that, she served from 2011 to 2017 as Vice President, IT Strategic Enterprise Services of Microsoft Corporation. Before that, Ms. Wright served in chief information officer roles for companies including BP plc and General Electric Company. In 2021 Ms. Wright joined the board of directors of each of Exelixis, Inc., an oncology-focused biotechnology company, and Russell Reynolds Associates, Inc., a privately held global leadership advisory and search firm.

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


2022 Proxy Statement19

Table of Contents

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 listing standards and the categorical standards of independence included in our Corporate Governance Principles.Principles, which can be found at investors.nvent.com/corporate-governance/governance-documents/default.aspx. Based on these standards, the Board has affirmatively determined that all of our non-employee directors and director nominees other than Mr. HoganMs. Wozniak (i.e., Ms.Mses. Cameron, Ostling, Palmer and Wright, Ronald L. Merriman and Messrs. Baldwin, Burris, Ducker, Ho, Merriman, Monahan,Hogan, Parker and Parker)Scheu) are independent and have no material relationship with us (including our directors and officers) that would interfere with their exercise of independent judgment. The Board has affirmatively determined that Randall J. Hogan (Chairman of the Board) and BethMs. Wozniak (President and Chief(Chief Executive Officer) areis 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. No suchThe Board and Committee have reviewed each of these relationships, exist with respectwhich are set forth below. In each case, the relationship involves sales to or purchases from the current Boardother company that, for each of Directors.2019 through 2021, were (a) less than the greater of $1 million or 2% of that organization’s consolidated gross revenues during each of 2021, 2020 and 2019; and (b) not of an amount or nature that impeded the director’s exercise of independent judgment.


DirectorRelationship(s) Considered
Ms. PalmerChief Product Development Officer, Verizon Communications Inc. (now Chief Technology Ambassador)
Ms. WrightChief Digital Officer, Microsoft US, Microsoft Corporation

Director Qualifications;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 several criteria.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

2019 Proxy Statement     15


Table 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 Contentscandidates.


Proposal 1

expertise. The CommitteeWe believe that representation of gender, racial, ethnic, geographical, cultural and other diverse perspectives contributes to our Board’s understanding of the Board also consider candidates with substantial experience outside the business community, such as in the public, academic or scientific communities.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



20nVent Electric plc

Table of Contents

Proposal 1


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


at least a majority of the Board must consist of independent directors who meet the New York Stock Exchange, or NYSE, definition of “independent director;”
each director should be chosen without regard to gender, sexual orientation, race, religion or national origin;
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 the Companyus in the performance of the duties of a director;
each director should have sufficient time available to devote to the affairs of the Companyour 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 the Companyour company and itsour shareholders as a whole and not primarily the interests of a special interest group or constituency and be committed to enhancing long-term shareholder value.

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


Listed below are the skills and experience that we consider to be important for our director nominees in light of our current business strategy and culture. The lack of a bullet does not mean the director does not possess that item. Rather, a bullet indicates a specific area of focus or expertise of a director on which the Board currently relies. Please see our director nominees’ biographies, which describe their respective experience, qualifications, attributes and skills relative to this list.


Board Nominees
Experience/Qualifications/Attributes/SkillsBurrisCameronDuckerHoganOstlingPalmerParkerScheuWozniakWright
Cybersecurity
Diverse Director
ESG
Financial
Human Capital Management
Innovation/Digital/Technology
International Business & Operations
M&A
Operations/Manufacturing
Relevant Industry
Risk Management
Sales & Marketing
Senior Leadership
Strategy Formation
Supply Chain/Logistics
Race/Ethnicity (self-identified)
  Black/African American
Gender
  Male
  Female
  Non-Binary

2022 Proxy Statement21

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;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 9DWUnited9DW 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 20202023 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 20202023 Annual General Meeting of Shareholders” below for more information.

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The Board’s Role and Responsibilities,

Including Risk Oversight

Risk Oversight

At the direction of our Board, we have instituted an enterprise-wide risk management system to assess, monitor and mitigate risks that arise in the course of our business. The Board has determined that the Board as a whole, and not a separate committee, will oversee our risk management process. Our Board’s oversight includes those risks relating to the COVID-19 pandemic, and our Board has reviewed and overseen and continues to monitor the risks we face related to COVID-19 as well as our management’s response and our strategies to address and help mitigate the risks we identify.


Each of our Board Committees focuses on specific risks within its respective area of responsibility, butresponsibility. For example:


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

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


Oversight in Company Strategy

At least once per year, the Board and senior management engage in an in-depth strategic review of the Company’sour 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 Directorsdirectors become familiar with potential successors for key management positions through various means, including annual talent reviews, presentations to the Board, and communications outside of meetings. Our succession planning process is an organization-wide practice designed to proactively identify, develop and retain the leadership talent that is critical for our future business success.


Communicating with Shareholders and Other Stakeholders

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


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


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Policies and Procedures Regarding Related Person Transactions

Our Board has adopted written policies and procedures regarding related person transactions. For purposes of these policies and procedures:


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

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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 2018.2021. 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 the NYSE.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 athttps://investors.nvent.com/corporate-governance/governance-documents/default.aspx.

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Board Leadership Structure

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


In addition, the Board will annually select an independent Lead Director whenever the Chairman is not an independent director. Our current Lead Director is Mr. Monahan.Ms. Cameron. While our Chairman is now an independent director, the Board has elected to continue to select an independent Lead Director. The Lead Director shall havehas the responsibilities set forth in the Corporate Governance Principles or as requested by the Board, including:


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

Board and Committee Self-Assessments

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


2019 Proxy Statement     19Director Commitments


We encourage our directors to limit the number of other boards (excluding non-profits) on which they serve, taking into account potential board attendance, participation and effectiveness on these boards. Our Corporate Governance Principles provide that no director should serve on more than four other public company boards, and directors are required to advise our Chief Executive Officer, Chairman of the Board and Chair of our Governance and Social Responsibility Committee before accepting an invitation to serve on another board or on the audit committee of another board. If the position is on the board or the audit committee of a public company, the related director is also required to confirm that he or she has the time and capability, notwithstanding the new position, to fulfill his or her responsibilities as a director of the company. Before our Governance and Social Responsibility Chair confirms any request, we review any potential conflicts of interest or other matters that may affect the director’s independence.

All of our directors are currently in compliance with the provisions of our Corporate Governance Principles relating to director commitments.


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Committees of the Board

The Board has three standing committees comprised solely of independent directors: the Audit and Finance Committee, the Compensation and Human Capital Committee and the Governance and Social Responsibility Committee. The committee members generally also meet in executive session without management present at each meeting. The number of meetings of the Board and each committee held during 2021 is presented below.

4   MEETINGS OF THE nVENT BOARD OF DIRECTORS

5

Meetings of the Audit and Finance Committee

3

Meetings of the Compensation Committee

3

Meetings of the Governance Committee


5 Meetings of the nVent Board of Directors
8 Meetings of the Audit andFinance Committee4 Meetings of theCompensation and HumanCapital Committee4 Meetings of the Governance and Social ResponsibilityCommittee

Audit and Finance Committee

Members:


Ronald L. Merriman (Chair),
Susan M. Cameron,
William T. Monahan and

Nicola Palmer,

Herbert K. Parker.Parker and

Greg Scheu.

Upon completion of the 2022 Annual General Meeting, the members of the Audit and Finance Committee will be Herbert K. Parker (Chair), Danita K. Ostling, Nicola Palmer and Greg Scheu.

All current and proposed members have been determined to be independent under SEC and NYSE rules. Mr. Parker also serves on the audit committees of Apogee Enterprises Inc., American Axle & Manufacturing, Inc. and TriMas Corporation. The Board has determined that Mr. Parker’s simultaneous service on such committees would not impair his ability to effectively serve on our Audit and Finance Committee.

Role:


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


Report:


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


Financial Experts:


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

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Compensation Committee

 
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Compensation and Human Capital Committee

Members:


Jerry W. Burris (Chair),
BrianSusan M. Baldwin,Cameron,
Michael L. Ducker and
David H. Y. Ho.Jacqueline Wright.


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

Role:


The Compensation and Human Capital Committee sets and administers the policies that governour executive compensation. This includes establishing and reviewing executive base salaries and administering cash bonus and equity-based compensation under the nVent Electric plc 2018 Omnibus Incentive Plan. The Committee also sets the Chief Executive Officer’s compensation based on the Board of Director’sBoard’s annual evaluation of her performance. In addition, starting in 2021 the Committee also monitors developments in director compensation and, as appropriate, recommends changes in director compensation to the Board of Directors. The Committee has engaged an independent compensation consulting firm to aid the Committee in its annual review of our executive compensation programs for continuing appropriateness and reasonableness and to make recommendations regarding executive officer compensation levels and structures.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:

David H.Y. Ho

Michael L. Ducker (Chair),
Brian M. Baldwin,

Jerry W. Burris,

Susan M. Cameron

and
Michael L. Ducker
Jacqueline Wright.

All members have been

determined to be independent

under NYSE rules.

Role:



The Governance and Social Responsibility Committee is responsible for, among other things, identifying individuals qualified to become directors and recommending nominees to the Board for election at Annual General Meetings. In addition, the Committee monitors developments in director compensationMeetings, 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 appropriate, recommends changes in director compensation to the Boardwell as compliance with our Code of Directors.Business Conduct and Ethics. The Committee is also responsible for reviewing annually and recommending to the Board of Directors changes to our corporate governance principles and administering the annual Board and Board Committee self-assessment. Finally, the Committee oversees public policy matters and compliance with our Code of Business Conduct and Ethics.


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Attendance at Meetings

The Board held fourfive meetings in 2018 following the Separation.2021. Members of the Board are expected to attend all scheduled meetings of the Board and the Committees on which they serve and all Annual and Extraordinary General Meetings. In each regularly scheduled Board meeting, the independentnon-employee directors also 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 2018.2021, with an average attendance of over 98%. Ms. Wozniak and Mr. Hogan attended the 2021 Annual General Meeting in person. All other directors nominated for election at the 2021 Annual General Meeting joined by telephone due to health and safety considerations relating to the COVID-19 pandemic.


Director Compensation

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


2021 Director Retainers

The annual retainers for non-employee directors’ service on the Board and Board Committeescommittees in 20182021, which were paid on quarterly basis, were as follows:

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

In December 2021, Willis Towers Watson reviewed our director compensation with the Compensation and Human Capital Committee based on the director compensation practices of our executive compensation peer group (described on page 39). No changes to the annual retainers were recommended or made.


2021 Equity Awards

Non-employee directors also receive an annual grant, with a value of $130,000. Grants are made in the form of restricted stock units, which generally vest one year after the grant date. Share withholding is allowed to cover the taxes on restricted stock unit vesting. The amount of the annual grant was set at $130,000 in 2018. In December 2020, the Governance and Social Responsibility Committee, which was at that time responsible for reviewing and recommending director compensation, determined that, beginning in 2021, we would make the annual grants closer to our annual general meeting rather than on the first trading day in January of each year, which was our prior practice. As a result, we did not make a grant in January 2021 and instead director grants were made in conjunction with our 2021 annual general meeting in May 2021. Accordingly, director grants in 2021 were pro-rated on a one-time to account for the shift in timing.

During its December 2021 review of director compensation with Willis Towers Watson, the Compensation and Human Capital Committee recommended that the Board increase the amount of the annual grant from $130,000 to $140,000. The Board approved this increase in February 2022, acknowledging that 2022 grants will be made in conjunction with the 2022 Annual General Meeting.

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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.

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Stock Ownership Guidelines for Non-Employee Directors Serving as of December 31, 2021

Stock Ownership for Directors Serving as of December 31, 2018
  Share
Ownership(1)
 12/31/2021
Market Value
($)(2)
 Ownership
Guideline
($)
 Progress
Toward
Guideline
 
Jerry W. Burris 41,082 1,561,116 400,000 Met 
Susan M. Cameron 16,145 613,510 400,000 Met 
Michael L. Ducker 22,639 860,282 400,000 Met 
Randall J. Hogan 683,995 25,991,828 400,000 Met 
Ronald L. Merriman 43,725 1,661,541 400,000 Met 
Nicola Palmer 10,923 415,063 400,000 Met 
Herbert K. Parker 22,639 860,282 400,000 Met 
Greg Scheu 5,591 212,458 400,000 On track(3)
Jacqueline Wright 12,294 467,172 400,000 Met


     Share
Ownership
(1)
     12/31/18
Market Value
($)
(2)
     Ownership
Guideline
($)
Meets
Guideline
Brian M. Baldwin17,562,998394,464,935400,000           Yes(3) 
Jerry W. Burris29,573664,210400,000Yes
Susan M. Cameron5,278118,544400,000No(4) 
Michael L. Ducker5,130115,220400,000No(4) 
David H. Y. Ho15,996359,270400,000No(4) 
Randall L. Hogan642,34914,427,162400,000Yes
Ronald L. Merriman26,060585,318400,000Yes
William T. Monahan59,8181,343,515400,000Yes
Herbert K. Parker5,130115,220400,000No(4) 
(1)Except as indicated otherwise below, theThe amounts in this column include ordinary shares owned by the director, both directly and indirectly, and unvested restricted stock units.
(2)Based on the closing market price for our ordinary shares on December 29, 201831, 2021 of $22.46.$38.00.
(3)Reflects shares owned by certain funds and investment vehicles managed by Trian Fund Management, L.P. (“Trian”). These shares are deemed to be held by Mr. Baldwin for purposes of the company’s stock ownership guidelines.
(4)Non-employee directors have until the later of five years after their election or appointment as a director to meet the stock ownership guideline. All Directors wereMr. Scheu was first elected as directorsa director in 2018,2021, and therefore dodoes not need to meet the stock ownership guideline until 2023.2026.

Director Compensation Table

The table below summarizes the compensation that we paid to non-employee directors for 2018.2021.

(a)     (b)     (c)     (d)     (e)     (f)     (g)     (h) (b) (c) (d) (e) (f) (g) (h)
NameFees
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
($)
 Fees
Earned
or Paid
in Cash
($)
 Stock
Awards
($)(1)
 Option
Awards
($)(2)
 Non-Equity
Incentive Plan
Compensation
($)
 Change in
Pension Value
and Deferred
Compensation
Earnings
($)
 All Other
Compensation
($)
 Total
($)
Brian M. Baldwin63,333129,994193,327
Jerry W. Burris73,333129,994203,327 110,000 176,787     286,787
Susan M. Cameron61,667129,994191,661 124,571 176,787     301,358
Michael L. Ducker63,333129,994193,327 107,000 176,787     283,787
David H. Y. Ho71,333129,994201,327
Randall L. Hogan146,667129,994276,661
Randall J. Hogan 220,000 176,787     396,787
Ronald L. Merriman75,000129,994204,994 112,500 176,787     289,287
William T. Monahan81,667129,994211,661
Nicola Palmer 92,500 176,787     269,287
Herbert K. Parker61,667129,994191,661 92,500 176,787     269,287
Greg Scheu 77,950 176,787     254,737
Jacqueline Wright 95,000 176,787     271,787

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(1)The amounts in column (c) represent the aggregate grant date fair value, computed in accordance with Accounting Standards Codification Topic 718 (“ASC 718”), of restricted stock units granted during 2018.2021. Restricted stock units are valued at market value on the date of grant and are expensed over the vesting period. As of December 31, 2018,2021, each then-serving non-employee director had the unvested restricted stock units and deferred share units shown in the table below.

Name     Unvested Restricted
Stock Units
     Deferred
Share Units
 Unvested
Restricted
Stock Units
 Deferred
Share Units
Brian M. Baldwin5,130
Jerry W. Burris5,130 5,591 
Susan M. Cameron5,130 5,591 
Michael L. Ducker5,130 5,591 
David H. Y. Ho5,130
Randall Hogan5,130
Randall J. Hogan 5,591 
Ronald L. Merriman5,130442 5,591 482
William T. Monahan5,13013,359
Nicola Palmer 5,591 
Herbert Parker5,130 5,591 
Greg Scheu 5,591 
Jacqueline Wright 5,591 

(2)No stock options were granted to our non-employee directors during 2018.2021 or 2020. As of December 31, 2018, each2021, the following then-serving directornon-employee directors had the following outstanding stock options shown in the table below.options: Jerry W. Burris – 22,017; Randall Hogan – 829,807; and Ronald L. Merriman – 28,324. In each case, the options reported were originally granted as options to purchase Pentair plc ordinary shares and were converted to options to purchase nVent ordinary shares in connection with the Separation.separation of our company from Pentair plc in 2018.

NameOutstanding
Stock
Options
Brian Baldwin
Jerry W. Burris38,665
Susan Cameron
Michael Ducker
David H. Y. Ho22,017
Randall Hogan1,769,355
Ronald L. Merriman38,665
William T. Monahan38,665
Herbert Parker

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Executive Compensation

 
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Executive Compensation


Proposal
2

Approve, by Non-Binding Advisory Vote, the Compensation of the Named Executive Officers

The Board recommends a voteFOR approval of the compensation of the Named Executive Officers

In accordance with Section 14A of the Securities Exchange Act of 1934, the Board is asking the shareholders to approve, by non-binding advisory vote, the compensation of the Named Executive Officers disclosed in the sections below titled “Compensation Discussion and Analysis” and “Executive Compensation Tables.” We currently hold these votes annually and expect to hold the next such vote at our 2023 Annual General Meeting. 


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


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

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

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


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


Vote Requirement

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


Each of the Board and the Compensation and Human Capital Committee recommends a voteFOR 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, 2018.2021.


THE COMPENSATION AND HUMAN CAPITAL COMMITTEE


Jerry W. Burris,Chair


BrianSusan M. Baldwin
David H.Y. HoCameron
Michael L. Ducker

26     nVent Electric plcJacqueline Wright



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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 2021:


NamePosition
Beth A. WozniakChief Executive Officer
Sara E. ZawoyskiExecutive Vice President and Chief Financial Officer
Jon D. LammersExecutive Vice President, General Counsel and Secretary
Joseph A. RuzynskiPresident of Enclosures
Lynnette R. HeathExecutive Vice President and Chief Human Resources Officer

Key Business Results and Goals

nVent is a $2.5 billion in sales, high-performance electrical company with a dedicated team of approximately 9,900 people and trusted brands such as nVent CADDY, ERICO, HOFFMAN, RAYCHEM, SCHROFF and TRACER. We design, manufacture, market, install, and service high performance products and solutions that connect and protect some of the world’s most sensitive equipment, buildings, and critical processes in the industrial, commercial & residential, energy and infrastructure verticals. We offer a comprehensive range of enclosures, electrical connections and fastening, and thermal management solutions across industry-leading brands that are recognized globally for quality, reliability and innovation. From heat trace cables to critical equipment enclosures to labor-efficient fastening systems, we enable customers to improve performance, lower costs and reduce downtime.


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


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

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2021 Full-Year Results* and Highlights Include:

2021 was an outstanding year. We are proud of the dedication and teamwork of our employees across the globe as they continued to deliver for our customers. For the full year, we had record sales of $2.5 billion, demonstrating impressive growth and execution. We overcame supply chain and inflationary challenges to deliver Return on Sales, or ROS, expansion for the year, and we continued to generate strong free cash flow.


We executed well on our strategy throughout the year. We completed two acquisitions, Vynckier and CIS Global, launched 58 new products and continued to accelerate our digital transformation. We prioritized the safety and well-being of employees and focused on inclusion and diversity, making nVent a great place to work.


Sales of $2.5 billion were up 23% relative to 2020, with broad-based growth across all segments and verticals.
Operating income was $255 million compared to $38 million in 2020. On an adjusted basis, Segment Income was $436 million, up from $348 million in 2020.
Full-year net cash provided by operating activities was $373 million and total Free Cash Flow was $334 million. We delivered full-year Free Cash Flow of 100% of adjusted net income.
We returned approximately $230 million in cash to shareholders through dividends and share repurchases.
Our 67% annualized total shareholder return (TSR) as of December 31, 2021 was at the 92nd percentile of our compensation comparator group, and the 95th percentile of the S&P 400 Industrials.

Our sales during 2021 were $2,462 million, up 23% compared to $1,999 million in 2020. Sales is a key metric in our Management Incentive Plan, detailed beginning on page 41.


Full-year reported earnings per share (“EPS”) was $1.61 in 2021 compared to $(0.28) in 2020. Adjusted EPS was $1.96 in 2021, up 31% compared to $1.50 in 2020. EPS is a key metric in our Management Incentive Plan, detailed beginning on page 41.
Full-year net cash provided by operating activities was $373 million and total free cash flow was $334 million in 2021. This compares to full-year net cash provided by operating activities of $344 million and total free cash flow of $306 million in 2020. Free cash flow is a key metric in our Management Incentive Plan, detailed beginning on page 41.

*Please see Appendix A for reconciliation of GAAP to non-GAAP financial measures included in this section.

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Annualized Total Shareholder Return Performance as of December 31, 2021


Total Shareholder Return = Share Price Appreciation + Dividend Yield (annualized)

Pay for Performance Culture

Our executive compensation programs reflect the belief that the amount earned by our executives depends on achieving rigorous company objectives designed to enhance shareholder value. The chart below shows the payout as a percentage of target under our performance-based annual and long-term incentive programs and total return to shareholders over Ms. Wozniak’s tenure as CEO, illustrating the strong correlation between pay and the performance we are delivering to our shareholders. Additional information about our short- and long-term incentive programs begins on page 40.


Three-Year Annual TSR vs. Incentive Payouts



(1)Annual TSR is from 1/1 to 12/31
(2)We awarded our first performance share unit grant in 2018, with a performance period that began on January 1, 2018 and ended December 31, 2020. As indicated in the chart, based on our Adjusted EPS performance during the three-year period, we did not pay out the underlying performance share units to our executive officers, including our Named Executive Officers. Additional information about our short- and long-term incentive programs can be found on page 40.

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Overview of Compensation Program and Objectives

The Compensation and Human Capital Committee sets and administers the policies that govern our executive compensation, including:


establishing and reviewing executive base salaries;
overseeing our annual incentive compensation plan;
overseeing our long-term incentive compensation plan;
approving all awards under those plans;
annually evaluating risk considerations associated with our executive compensation programs; and
annually approving all compensation decisions for executive officers, including those for the Chief Executive Officer and the other Named Executive Officers.

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


The Committee’s specific objectives include:


motivating and rewarding executives for achieving annual and long-term financial objectives;
aligning management and shareholder interests by encouraging employee stock ownership;
providing rewards commensurate with company performance;
encouraging growth and innovation; and
attracting and retaining top-quality executives and key employees.

To balance the objectives described above, our executive compensation program usesfor 2021 used the following direct compensation elements:


Pay Elementbase salary,DescriptionLink to provideStrategy and Performance
Base Salary•   A fixed level of cash compensation determined based on benchmark data, scope of responsibility, years of experience, and individual performanceTo attract and compensate high-performing and experienced leaders at a compensation level that is competitive in the marketplace;marketplace
Annual Incentive CompensationAn opportunity to earn a cash payment based 100% on formulaic determination against pre-established financial metricsTo motivate and reward executives for achieving annual incentive compensation, to reward short-termgoals in key areas of financial performance against specific financial targets; and
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 incentive compensation,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 link management incentives tohelp ensure consistency and execution of long-term value creation and shareholder return.strategies

We also provide retirement, limited perquisites and other benefits to attract and retain executives over the longer term.


The Compensation 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 20182021 for our Chief Executive Officer and the average of the other Named Executive Officers is shown in the chart on page 33.39.


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Our Compensation Best Practices


What We DoWhat We Don’t Do
Double-trigger change in control severance

Comprehensive clawback policy that applies to annual incentive and equity compensation

Rigorous stock ownership requirements and holding periods

Targets for performance metrics aligned to financial goals communicated to shareholders

Alignment of pay and shareholder performance

Engagement of an independent compensation consultant

Limited perquisites

What We Don’t Do
 
×

No excise tax gross-ups

× on change in control payments

No hedging or pledging transactions by executive officers involving our ordinary shares

×

No backdating or repricing of stock options

×

No liberal share recycling under stock incentive plan

×

No delivery or payment of dividends on unvested equity awards

×

No multi-year compensation guarantees

×

No employment contracts



2018 Business Results*Shareholder Engagement Initiatives and Say on Pay

On April 30, 2018, we completedWe value investor feedback and continue to seek feedback through engagement initiatives to align our Separation from Pentair plc and our launchexecutive compensation programs with shareholder expectations. We view shareholder engagement as an independent, publicly-traded company. nVent is a $2.2 billion in sales, high-performance electrical companyimportant and continuous cycle. Throughout 2021, we continued our shareholder engagement initiative pursuant to which members of the Board and management met with a dedicated team ofshareholders representing approximately 9,000 people and trusted brands such as CADDY, ERICO, HOFFMAN, RAYCHEM, SCHROFF and TRACER. Known for innovation, quality and reliability, our products connect and protect, consistently delivering value to industrial, commercial, residential, energy and infrastructure customers. From heat trace cables to critical equipment enclosures to labor-efficient fastening systems, we empower customers to improve performance, lower costs and reduce downtime.

With a culture rooted in continuous improvement, the core29% of our operating model is Spark, our management system. Spark has five elements: People, Growth, Lean, Digital and Velocity. Together, they provide the mindset and operating system to propel the successoutstanding ordinary shares on a range of issues. Through these engagements, we received feedback in support of our new company. Spark supports the high performance culture we are building at nVent. Spark has five elements: People Growth, Lean, Digital and Velocity:

Peopleare at the core of Spark, positively impacting our business and growing their careers
Growthis the foundation of Spark, driving shareholder, customer and employee value
Leanis the relentless pursuit of eliminating waste and increasing velocity
Digitaltransforms our products and how we do business, improving both customer and employee experiences
Velocityis increasing speed in all we do for each other and our customers

existing executive compensation programs. In our first year as a new stand-alone public company, nVent delivered full-year 2018 results as follows:

Sales2021 advisory vote on the compensation of $2.2 billion were up 6%; organic sales up 5% led by our focus on one nVent, key verticals and new products
Operating income was $311 million versus $316 million in 2017. On an adjusted basis, segment income excluding corporate and other costs was $474 million, up 5% compared to full-year 2017
Net cash provided by operating activities was $344 million and total pro forma free cash flow was $301 million
Returned approximately $120 million in cash to shareholders through dividends and share repurchases

*Please see Appendix A for reconciliation of GAAP to non-GAAP financial measures included in this section. For the first four months of the year ended December 31, 2018, certain expenses of Pentair were allocated to nVent and included in corporate and other costs.

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Sales
Our sales during 2018 were $2,214 million, up 6% compared to $2,098 million in 2017. Sales is a key metric in our Management Incentive Plan, detailed beginning on page 34.

Segment Income
Operating income in 2018 was $311 million compared to $316 million in 2017. Our segment income increased 3% on an adjusted basis over the prior year to $424 million in 2018 from $410 million in 2017 and up 5% on an adjusted basis excluding corporate and other cost. Segment income is a key metric in our Management Incentive Plan, detailed beginning on page 34.

Our new leadership team was in place at the beginning of the year and appointed as officers of nVent upon our launch as an independent, publicly-traded company. Compensation levels for all of our officers are based on a newly established executive compensation peer group (see Comparative Framework discussion on page 31). To ensure a one nVent focus and strong teamwork, all members of our leadership team were assigned to short- and long-term incentive plans that are tied to the overall performance of nVent. Strong sales performance exceeded our goals, resulting in above target annual incentive payments for 2018 (see Annual Incentive Compensation discussion beginning on page 34). We also met our cash flow commitments. While we improved segment income year-over-year, our profitability gains lagged our sales gains. As result, annual incentive awards for our executive officers were reduced from 123% to 110% of target overall, to better align payout levels with business results. nVent is committed to ensuring that our executive pay programs are always closely aligned with the business results and support the interests of our shareholders.

Separation Related Actions

On April 30, 2018, we completed our Separation from Pentair plc and our launch as an independent, publicly traded company.

Pre-Separation Decisions and Oversight

The total compensation arrangements for our Named Executive Officers in 2018 were established in accordance with Pentair’s policies by Pentair and its Compensation Committee in anticipation(“Say-on-Pay”), approximately 82% of the Separationvotes cast by our shareholders were cast in favor of our executive compensation “Say-on-Pay.” The Compensation and Human Capital Committee remains committed to continuing the roles to be assumed bydialogue with shareholders regarding our compensation philosophy and practices and considered the Say-on-Pay vote results in the context of engaging with shareholders and designing our executive officers following the Separation. Ms. Wozniak was an executive officer of Pentair prior to the Separation and, as such, her annual compensation prior to Separation was approved by the Pentair Compensation Committee in her role as an executive officer of Pentair.programs.


Our other Named Executive Officers were also employed by Pentair prior to the Separation, but were not executive officers of Pentair. In anticipation of the Separation, the Pentair Compensation Committee, with recommendations from its independent compensation consultant, adopted an initial peer group for nVent for benchmarking purposes. To establish our peer group, Pentair’s Compensation Committee sought companies similar to nVent in size and characteristics, using the same criteria used for establishing Pentair’s peer group (i.e. publicly traded on a major exchange, similar in business scope

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and/or operations, within a reasonable revenue range and engagedThe feedback we heard from these engagement initiatives is summarized in the same or similar industrytable below, along with our actions taken to nVent). The initial peer group can be found on page 32. Additionally, Pentair’s management and the Pentair Compensation Committee developed compensation packages, including base salaries, target annual incentives, and recommended annual equity grant values, for our other Named Executive Officers. The compensation packages were based on multiple reference points including but not limitedrespond to comprehensive market data, scope of responsibility, critical needs and skill sets, experience, leadership potential and succession planning, and Committee judgement.these items.

Prior to the Separation, Pentair engaged Aon Hewitt to provide consulting services in connection with certain executive compensation matters related to the Separation.

Post-Separation Decisions and Oversight

Following the Separation, our Compensation Committee has been responsible for determining our compensation programs and policies for our executive officers and approving the compensation levels applicable to them. In such capacity, our Compensation Committee:


ReviewedShareholder ThemesOur Actions
Support for changes to our annual and long-term incentive programsThe addition of a People & Culture Scorecard in our 2021 annual incentive plan with quantitative metrics aligned to our inclusion and diversity strategy was viewed positively. Additional details on our People & Culture Scorecard are provided on page 43.
Shareholders also provided positive feedback on the replacement of Adjusted EPS with Relative Total Compensation Arrangements for 2018Shareholder Return (“TSR”) in our Performance Share Unit plan. Additional details on our Performance Share Unit plan are provided on page 44.
Consider inclusion of an environmental metric in the incentive plansThe Committee approved the addition of an environmental metric for our Executive Officers Established by Pentair2022 annual incentive plan. This metric ties to our Planet Goals disclosed in our ESG Report. With the addition of this metric to the MIP, the People & Culture Scorecard will be renamed the ESG Scorecard. Additional details are provided on page 47.
The
Expand the disclosure on the one-time performance based supplemental grant awarded to named executive officersIn February 2021, the Committee worked with its independent compensation consultant, Willis Towers Watson, to review the 2018 total compensation arrangements established by Pentairapproved a one-time performance based supplemental stock award for our executive officers, including our Named Executive Officers to ensure they appropriately reflectalign the industry focus and sizeteam with our goal of our post-Separation business.

Reviewedemerging stronger from the New Executive Compensation Comparator Groupspandemic. These awards were granted in light of multiple factors:
The Committee also asked Willis Towers Watsonin recognition of the extraordinary efforts by our senior leadership during 2020 in directing our response to review the initial peer group established by Pentair’s Compensation Committee to ensure it reflected our post-Separation business focus and size (see page 32). Following the review, the Committee established a revised peer group for 2019 (see page 32).

Separated 2018 Incentive PlansCOVID-19 pandemic,
The Committee established separate annual
in consideration of the negative impact of the pandemic on our 2018-2020 and long-term incentive plans for our company that were in effect for the full 2018 fiscal year. The Pentair Compensation Committee2019-2021 performance share units, which had developed recommendations for separate plans for 2018been trending near 75% and 100% of target prior to the Separation,pandemic respectively, and
to serve as added retention and performance incentive for our executive officers, who the Committee believed were critical to our efforts to grow the business and deliver value to shareholders. We believe that our 2021 financial performance, and our Compensation Committee considered these recommendations and approved separate plans applyingexecutive officers’ contributions to that performance, have demonstrated the full 2018 fiscal year immediately followingvalue that they can deliver to our shareholders.
Additional details, including the Separation. While the Separation was completedgoal setting process, are provided on April 30, 2018, the Committee wanted to ensure that our management team was focused on their respective business goals for the entire year.page 45.

Approved 2018 Long-Term Incentive Awards
The Committee reviewed the recommendations from the Pentair Compensation Committee for our 2018 Long-Term Incentive awards to ensure the award totals and equity mix were appropriate and aligned management’s interests with our shareholders. Following their review, the Committee approved the awards effective May 7, 2018 (see page 36).

Approved Executive Compensation and Equity Policies
The Committee established several policies that govern aspects of our executive compensation and equity programs including our robust Stock Ownership Guidelines (see page 37), Policy Prohibiting Hedging and Pledging, Equity Holding Policy and Clawback Policy (see pages 38).

The Compensation Committee will continue to closely review and evaluate the effectiveness of the executive compensation programs. Our pay-for-performance philosophy and desire to closely align the interest of our management teams with those of our shareholders will continue to guide executive compensation decisions.

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Treatment of Equity-Based Compensation Awards upon the Separation

As determined by the Pentair Compensation Committee in connection with the Separation, all outstanding Pentair equity-based awards held by nVent employees, including our Named Executive Officers, were adjusted using the following principles:

All restricted stock unit, stock option, and performance share unit awards granted before May 9, 2017, were converted based on a “bifurcation” method into awards relating to both nVent shares and Pentair shares, and the exercise price of, and number of shares subject to, each award were adjusted so that the aggregate value of the two awards preserved the intrinsic value of the original Pentair award, as measured immediately before and immediately after the Separation.

All restricted stock unit, stock option, and performance share unit awards granted after May 9, 2017 were converted based on a “concentration” method into awards relating solely to nVent shares, and the exercise price of, and number of shares subject to, each award were adjusted so that the value of the award preserved the intrinsic value of the original Pentair award, as measured immediately before and immediately after the Separation.

Additionally, in anticipation of the Separation, the Pentair Compensation Committee approved the conversion of all outstanding performance share units granted in 2016 and 2017 to restricted stock units by determining the extent to which the performance goals established for such awards were considered satisfied at the time of the Separation, as follows:

2016 performance share units were converted to restricted stock units at 125% of the target level

2017 performance share units were converted to restricted stock units at 100% of the target level

The converted performance share units continue to vest over their original three-year performance period, such that vesting will occur at the end of the original performance period or at such earlier times as were provided under the terms of the original performance share unit award.

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 unitsegment and individual performance, scope of responsibility, critical needs and skill sets, experience, leadership potential and succession planning. Our CompensationThe 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: industrial machinery, electrical components and equipment, agricultural and farm machinery, building products, electronic components and industrial conglomerates and security and alarm services.

machinery.

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In anticipation of the Separation, the Pentair CompensationThe Committee worked with recommendations from its independent advisor, adopted an initial peer groupWillis Towers Watson to develop our Comparator Group for nVentuse in setting target compensation for benchmarking purposes. To establish2021 for our peer group, Pentair’s Compensation Committee sought companies similar to nVent in size and characteristics, using the above criteria. Based on such criteria, the Pentair Compensation Committee selectedexecutive officers, including our Named Executive Officers. Our Comparator Group for 2021 included the following 18 peer companies, as our initial peer group for benchmarking purposes:which had revenues ranging from approximately $493 million to $4.5 billion, with median revenues of approximately $2.5 billion:


A.O. Smith CorporationActuant CorporationAcuity Brands, Inc.
AMETEK, Inc.Atkore International Group Inc.
Belden Inc.Colfax CorporationEnerpac Tool Group Corp. (formerly Actuant Corporation)
EnerSysGenerac Holdings Inc.General Cable CorporationGraco Inc.
Hubbell IncorporatedIDEX CorporationLincoln Electric Holdings,ITT Inc.
Littelfuse, Inc.Regal Beloit CorporationSnap-on Incorporated
The Timken CompanyValmont Industries, Inc.Woodward Inc.

The initial peer group companies had revenues ranging from approximately $1.10 billion to $4.17 billion, with median revenues of approximately $2.69 billion.

Following the Separation, our Compensation Committee worked with Willis Towers Watson to develop a Comparator Group for establishing the compensation for 2019. Willis Towers Watson recommended the following changes: 1) the removal of A.O. Smith Corporation, Snap-on Incorporated, and Valmont Industries, Inc. because they were not closely representative of nVent’s business; and 2) the addition of AMETEK, Inc., Graco Inc., ITT Inc., and SPX Corporation because they are more closely representative of nVent’s business and are considered peers by many of nVent’s current peer companies. Our updated Comparator Group for 2019 includes the following 19 peer companies, which had revenues ranging from approximately $1.10 billion to $4.30 billion, with median revenues of approximately $2.58 billion. Our revenue for 2018 was $2.2 billion.

Actuant CorporationAcuity Brands, Inc.AMETEK, Inc.
Atkore International Group Inc.Belden Inc.Colfax Corporation
EnerSysGenerac Holdings Inc.General Cable Corporation
Graco Inc.Hubbell IncorporatedIDEX Corporation
ITT Inc.Lincoln Electric Holdings, Inc.Littelfuse, Inc.
Regal Beloit Corporation
SPX CorporationThe Timken Company
Woodward, Inc.

Following its annual review of the Comparator Group in preparation for setting 2022 compensation, the Committee removed Enerpac Tool Group Corp. and added Sensata Technologies Holding plc, Kennametal Inc., and Altra Industrial Motion Corp.


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2018 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 37)47) and standard retirement and health and welfare benefits (see pages 38 and 39)page 49).


2021 Target Direct Compensation Mix(1)



2018 (1)Target Direct Compensation Mix
CEO for Other NEOs
Named Executive Officers was calculated using their December 31 base salary, 2021 target annual incentive compensation and 2021 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.


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In connection with the Separation, the Pentair Compensation Committee approved an increase in Ms. Wozniak’s base salary from $520,000 to $820,000 effective at the time of Separation to reflect her new role as Chief Executive Officer of nVent. Prior to the Separation, base salaries for non-executive officers, including Mr. Pettit at the time, were set according to Pentair’s general process for determining non-executive officer salaries, which includes input from each officer’s manager and approval by the Chief Executive Officer. As part of the general process, Mr. Pettit received an annual merit increase of 2.7% for 2018.

In connection with each of Ms. McMahan’s, Mr. Lammers’ and Ms. Heath’s commencement of employment on October 2, 2017, December 1, 2017, and December 4, 2017, respectively, the Pentair Compensation Committee set their base salaries based on a wide range of factors, including their anticipated scope of responsibilities at nVent, a market review, the individual’s prior compensation level and arm’s length negotiations with each individual.

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Following a detailed review of each Named Executive Officer’s base salary prior to 2021, the Committee approved the following 2021 base salaries effective as of July 1, 2021:


Named Executive Officer2021 Base SalaryComments
Ms. Wozniak$927,000Increase of 3% based on her performance, responsibility, and market competitiveness
Ms. Zawoyski$490,000Increase of 5% based on her performance, responsibility, and market competitiveness
Mr. Lammers$487,000Increase of 2% based on his performance, responsibility, and market competitiveness
Mr. Ruzynski$458,000Increase of 4% based on his performance, responsibility, and market competitiveness
Ms. Heath$415,000Increase of 3% based on her performance, responsibility, and market competitiveness

In response to the impact of COVID-19 on our business, the Committee approved delaying 2021 base salary changes, which historically were effective January 1st, to July 1, 2021 for our executive officers, including Named Executive Officers. In addition to delaying base salary changes in 2021, management recommended, and the Committee approved moving the effective date for base salary increases for our executive officers, including Named Executive Officers from January 1st to March 1st beginning in 2022 to align with the annual merit planning timeline for non-executive officers.


2021 Incentive Compensation Changes

As previously disclosed, the Compensation and Human Capital Committee adopted changes to our incentive compensation program for our Named Executive Officers for 2021 to place greater emphasis on the performance measures that we believe most directly reflect our financial performance, and more effectively drive strategic objectives while closely aligned with competitive market practice. Specifically, for 2021, we implemented the following changes:


Annual Incentive Compensation

In establishing the 2021 performance goals and potential payouts for our annual incentive plan for management, which we call the Management Incentive Plan (“MIP”), the Committee made two design changes from 2020:


Introduced a new People & Culture Scorecard performance metric. The 2021 People & Culture Scorecard was weighted at 15% of the total potential payout for all MIP participants, including our Named Executive Officers. The measures selected for the scorecard were intended to help drive progress towards the People Goals disclosed in our ESG Report. We believe our business benefits from the unique contributions of individuals with varying backgrounds and experiences, and our inclusive workplace culture empowers employees to contribute their best. Our scorecard focuses on quantitative measures to help drive year-over-year improvement in the following categories:
Inclusion Index score from our quarterly pulse engagement survey – This was selected to reinforce the importance of a company culture that is inclusive and where our employees are engaged.
Employee Resource Group membership – Employee Resource Groups (ERGs) are formed by employees who share a common interest, background or experience with a purpose to support each other, foster awareness of diversity and promote inclusion and respect.
Diverse candidate slates – Focusing on having diverse candidate slates will help us achieve our 2025 People Goals of increasing representation of women in management and of racially diverse U.S. professional employees.
Global gender representation for our professional and management populations – This ties directly to our 2025 People Goal of increasing representation of women in management globally by 20% by 2025. As disclosed in the People and Culture Scorecard Measure table under the heading “Annual Incentives”, approximately 25% of our global professional and management employees were female as of December 31, 2021. Approximately 23% of our total workforce were female as of December 31, 2021. Gender representation in the People & Culture Scorecard considers all professional and management employees and is not limited to EEO-1 categories.
U.S. racial representation for our professional and management populations – This ties directly to our 2025 People Goal of increasing representation of racially diverse U.S professional employees by 25% by 2025. As disclosed in the People and Culture Scorecard Measure table under the heading “Annual Incentives”, approximately 19% of our U.S. professional and management employees were racially diverse as of December 31, 2021. Approximately 36% of our total U.S. workforce were racially diverse as of December 31, 2021. Racial representation in the People & Culture Scorecard considers all professional and management employees and is not limited to EEO-1 categories.

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Replaced the Segment Income performance measure with Adjusted EPS for Enterprise participants including our Named Executive Officers. As described below under the heading “Long-Term Incentive Compensation”, we replaced the Adjusted EPS performance measure in our Long-Term Incentive Plan with Relative TSR in 2021. Given its strong alignment in creating shareholder value, the Committee believes Adjusted EPS is a critical performance measure for nVent, and by moving it to the MIP we increase the number of employees whose incentive compensation is linked to Adjusted EPS.

Long-Term Incentive Compensation

The Committee replaced the Adjusted EPS growth performance measure for our performance share units granted in 2021 with Relative TSR compared to the S&P 400 Industrials Index. In establishing the performance share unit plan for 2021, in partnership with management and the Committee’s independent advisor, the Committee considered several factors, including:

Our business strategy and focus on growth
Shareholder feedback during engagement calls
Our comparator group, and general industry practices
Overall balance of metrics in our annual, and long-term incentive program
Line of sight for participants

The Committee selected Relative TSR because it helps ensure continued alignment of our executives’ incentives with the interests of our shareholders, and supports our focus on growing the business. Relative TSR balances well with our overall incentive structure framework and is easy for our participants to understand and track. During our shareholder engagement calls in 2020, we had a number of discussions regarding TSR versus Return on Invested Capital (ROIC). While ROIC remains an important metric to management and the Committee, the Committee decided that TSR is more appropriate to use in the incentive program at this time, as we are still a relatively new business focused on driving growth.


In addition to the changes noted above, management recommended, and the Committee approved moving the annual grant date for our executive officers, including our Named Executive Officers, from the first business day in January to the first business day in March to align with the grant date of our non-executive officer population.

Annual Incentives

To provide competitive compensation to attract and retain top talent while linking pay to annual performance, we pay a portion of our executives’ cash compensation as incentive compensation tied to annual business performance as measured against annual goals established by the Compensation and Human Capital Committee.

In 2018,2021, we provided cash annual incentive compensation to our executive officers, including the Named Executive Officers, under our Management Incentive Plan (“MIP”).MIP. MIP awards were granted under the nVent Electric plc 2018 Omnibus Incentive Plan.


Targets

Each Named Executive Officer’s targeted level of incentive compensation opportunity under the MIP is set as a percentage of base salary, based on the Committee’s review of theirits 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 actual 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.


2022 Proxy Statement41

In anticipation

Table of the Separation, the Pentair Contents


Compensation Committee determined incentive compensation targets in 2018 for all our executive officers. At the time of the Separation, Ms. Wozniak’s target was increased from 80% to 100% of base salary to reflect her new role as Chief Executive Officer. Accordingly, her total annual incentive opportunity for 2018 was pro-rated to reflect the mid-year target change.Discussion and Analysis


These incentive compensation targets as a percentage of salary and a dollar amount, based on the annual base salary in effect on December 1, 2018,2021, were as follows:

Pre-Separation
Target
(% of Salary)
     Post-Separation
Target
(%)
     Total 2018
Target
($)(1)
Beth A. Wozniak(1)80100766,590
Stacy P. McMahan7575375,000
Jon D. Lammers6565292,500
Thomas F. Pettit5050192,500
Lynnette R. Heath6565243,750
(1)Target dollar amount reflects pro-ration between pre-Separation and post-Separation target percentages.

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  2021 Target
(% of Base
Salary)
 2021
Target
($)
Beth A. Wozniak 115% 1,066,050
Sara E. Zawoyski 75% 367,500
Jon D. Lammers 70% 340,900
Joseph A. Ruzynski 75% 343,500
Lynnette R. Heath 70% 290,500

Actual incentive compensation awarded to each Named Executive Officer may range from 00% to 2.35 times the200% of target, depending on actual company and individual performance, as described below.


Performance Measures

For the 20182021 MIP, the Pentair Compensation Committee withapproved, based on recommendations from Ms. Wozniak, recommended for approval byof our Chief Executive Officer, the nVent Compensation Committee thefollowing performance measures, for the 2018 MIP that were applicable to nVent’s management employees. In anticipation of the Separation, each of these performance measures were based solely on nVent’s (and not Pentair’s) performance during 2018. The three performance measures thatwhich applied to each of our Named Executive Officers were Income,Officers: Revenue, andAdjusted Earnings Per Share, Free Cash Flow, and the People & Culture Scorecard, each measured with respect to nVent’s company-wideenterprise-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:

Financial Performance MeasureWeight
Performance Measure Weight
(%)
 Threshold
(Required for any
payout; 50%
payout)
 Target
(100% payout)
 Superior
Performance
(200% payout)
Revenue (gross sales less applicable deductions for discounts, returns, and price adjustments) 30 $1,999 million $2,143 million $2,293 million
Adjusted Earnings Per Share 30 $1.48 $1.70 $1.94
Free Cash Flow (cash from operating activities less capital expenditures, plus proceeds from sale of property and equipment) 25 $245 million $288 million $345 million
People & Culture Scorecard 15 See following chart

The goals utilized in the People & Culture Scorecard were as follows. More detail on each goal is provided in the section “2021 Incentive Compensation Changes-Annual Incentive Compensation.”


People & Culture Scorecard Measure Weight
(%)
 Threshold
(Required for any
payout; 50%
payout)
 Target
(100% payout)
 Superior
Performance
(200% payout)
Employee engagement survey scores for inclusion index 20 69% 70.5% 72%
Grow Employee Resource Group (ERG) membership 20 25% growth 50% 75%
Increase the percentage of global professional slates that have diverse candidates 20 45% 55% 65%
Increase gender diversity of our global professional population 20 3% growth 5% 7%
Increase racial diversity of our U.S. professional population 20 4% growth 6% 8%

(%)
Threshold
(Required for any
payout; payouts
begin at 75%)
($)
Target
(100% payout)
($)
Superior
Performance
(200% payout)
($)
Excellence
(300% payout)
($)
Income (income before income taxes excluding interest expense, loss on sale of businesses, loss on early extinguishment of debt, restructuring, separation costs, intangible amortization, pension and other post-retirement mark-to-market loss and tradename and other impairment)35404 million433 million455 million480 million
Revenue (gross sales less applicable deductions for discounts, returns, and price adjustments)352,098 million2,170 million2,250 millionN/A
Free Cash Flow (cash from operating activities less capital expenditures, plus proceeds from sale of property and equipment)30285 million320 million365 millionN/A

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 for revenue and free cash flow should have a threshold level below which no incentive compensation would be earned, and that potential payouts would be scaled from 0.7550% at the threshold to 2.0 times200% at the maximum, as detailed above. For income, the Committee set the threshold at 0.75


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Compensation Discussion and the maximum potential payout at 3.0 times the target.Analysis


Payouts

The actual incentive compensation of each Named Executive Officer was determined by multiplying the eligible target incentive compensation amount by a multiplier determined as described above. Taking into account the adjustments described below the following table, for 2018,For 2021, actual results as measured by the performance goals under the MIP for each of our Named Executive Officers were as follows:

Financial Performance MeasureWeight
(%)
Actual Financial
Results
($)
Payout
(%)
Weighted
Payout
(%)(1)
Income (As Adjusted for the MIP)35424.6 million92.832.5
Revenue352,226.9 million171.159.9
Free Cash Flow30321.0 million102.230.6
Total100123.0


Financial Performance Measure Weight
(%)
 2021 Results
($)
 Payout
(%)
 Weighted
Payout
(%)
Revenue (As Adjusted for factors specified below) 30 2,374 million 200% 60%
Adjusted EPS (As Adjusted for factors specified below) 30 1.96 200% 60%
Free Cash Flow 25 334 million 180.7% 45.2%
Total for Financial Performance 85     165.2%

People & Culture Scorecard Measure Weight
(%)
 2021 Results Payout
(%)
 Weighted
Payout
(%)
Employee engagement survey scores for inclusion index 20 69.75% 75% 2.3%
Grow Employee Resource Group (ERG) membership 20 106% growth 200% 6.0%
Increase the percentage of global professional slates that have diverse candidates 20 76% 200% 6.0%
Increase gender diversity of our global professional population
(% of global professional and management population who identify as female)
 20 4% growth (25.44%) 83.9% 2.5%
Increase racial diversity of our U.S. professional population
(% of U.S. professional and management population who identify as racially diverse)
 20 9% growth (19.38%) 200% 6.0%
Total for Non-Financial Performance     152% 22.8%

Payout as a %
of Target
(%)
Total MIP Payout188%

Adjustments to operating incomerevenue for factors specified in MIP included foreign exchange impact (-$32 million) and revenue contributed from acquisitions (-$56 million). Adjustments to EPS for factors specified in the MIP included: restructuring and other charges ($7.7 million), separation costs ($45.09 million), intangible asset amortization ($60.968 million), corporate allocations (-$0.8pension mark-to-market gain ($15 million), certain acquisition related costs ($4 million), and foreign exchange impactloss on early extinguishment of debt ($1.015 million). Adjustments to free cash flow for factors specified in the MIP include cash payments related to separation costs of $20.2 million.


Based on the foregoing, the Named Executive Officers received the MIP payouts that are reflected in the “Bonus” and “Non-Equity Incentive Plan Compensation” columncolumns under “Executive Compensation Tables-Summary Compensation Table.”

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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 reduceadjust any Named Executive Officer’s annual cash bonus prior to payment. For 2018, Management recommended, and the Committee agreed, to exercise negative discretion for the 2018 MIP payout thus reducing the annual incentive payout from 123% to 110% of target overall. While aggregate financial and operational performance was quite strong, management and the Committee wanted to reinforce the commitment to pay-for-performance, profitable growth and shareholder value creation.


2018 Long-Term Incentive CompensationIncentives

We believe the long-term incentive compensation is an important element of executive compensation tied to building and sustaining our company’s value through ordinary share performance over time.


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2021 Annual Long-Term Incentive Awards

The mix of long-term incentive award types for our Named Executive Officers in 20182021 was as follows:

Equity Mix

2021

In keeping with its philosophy that executive compensation must be tied to building and sustaining value through ordinary share performance over time, the Compensation and Human Capital Committee establishes long-term incentive compensation targets with reference to both published survey data and data from our Comparator Group. The Committee does not set award levels based on a particular peer group benchmark or any single factor. Rather, the Committee seeks to provide appropriate retention and performance incentives based on a wide range of factors, such as competitive conditions for the Named Executive Officer’s position with the Comparator Group and in the broader employment market, as well as the Named Executive Officer’s level of responsibility, experience, and individual performance.

2018

Prior toConsistent with that approach, in 2021, the Separation, the Pentair Compensation Committee recommended for approval the 2018 annual grant targets for long-term incentive compensation for our executive officers. The Pentair Compensation Committee referenced benchmark data (including compensation surveys, Comparator Group information, and other data provided by its compensation consultant)Willis Towers Watson) in formulating their recommendations for approval, but did not setsetting target dollar award levels based on a particular peer group benchmarkfor each Named Executive Officer and for each position or single factor. Pentair’s past practice had been to grant long-term incentive awards atgrade level.

The following table shows the beginningtarget value of the year. However, in anticipation of the Separation and based upon recommendations from management, Pentair decided to delay the 2018 annual grants until after the Separation. As a result, following the Separation, our Committee reviewed the recommendations from Pentair’s Compensation Committee and approved the2021 long-term incentive compensation awards for nVent’s executive officers, includinggranted to the Named Executive Officers:

2021 Target
Award Opportunity
($)
Beth A. Wozniak4,900,000
Sara E. Zawoyski1,250,000
Jon D. Lammers750,000
Joseph A. Ruzynski775,000
Lynnette R. Heath600,000

The Committee approved in December 2020 the elements and mix of awards. On May 7,long-term incentive compensation granted effective March 1, 2021 under the nVent Electric plc 2018 theOmnibus Incentive Plan. The Committee granted all then-serving executive officers, including each of the Named Executive Officers a mix of the following components: stock options, restricted stock units, and performance share units.

For 2021, the Committee maintained the long-term incentive award types under our nVent Electric plc 2018 Omnibus Incentive Plan:mix of 50% performance share units, 25% stock options, and 25% restricted stock units. The components had the features described below:

Stock options:Performance share units: TheEach 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 options remain outstanding for ten-yearsunits, performance share units include dividend equivalent units that are accrued during the vesting period, and vestpaid to participants in cash at a rate of one-third per year. In recognitionthe same time as, and only to the extent that, the related performance share units vest. For the performance share units granted in 2021 relating to the 2021-2023 performance period, the Compensation and Human Capital Committee approved TSR relative to the S&P 400 Industrials, measured at the end of the delaythird 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 the 2018 annual grants due to the Separation, our Committee approved using January 12021 are as follows:

MetricsWeightThreshold
(50% payout)
Target
(100% payout)
Superior
Performance
(200% payout)
Relative TSR100.0%25th
percentile
50th
percentile
75th
percentile

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Payouts are interpolated for performance between threshold and target and between target and maximum.

Stock options: Each stock option has a term of ten years, with one third of options vesting on each of the first, three years after the grant date as the vesting dates for the stock options granted in 2018. Going forward, we anticipate that our future stock option grants generally will use the first threesecond, and third anniversaries of the grant date as the vesting dates.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 each year. In recognition of the delay in the 2018 annual grants due to the Separation, our Committee approved using January 1 ofon each of the first, three years after the grant date as the vesting dates for the restricted stock units granted in 2018. Going forward we anticipate that our future restricted stock unit grants generally will use the first threesecond, and third anniversaries of the grant date as the vesting dates.date.
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

The total number of shares subject to all the performance share units, stock options and restricted stock units, and the values of the awards, granted to the Named Executive Officers in 2021 are reflected under “Executive Compensation Tables-Grants of Plan-Based Awards in 2021.” The value of restricted stock units that vested for each Named Executive Officer in 2021 and the value of options exercised by each Named Executive Officer in 2021 are shown in the table under “Executive Compensation Tables-2021 Option Exercises and Stock Vested Table.”

2021 Supplemental Grant of Performance Share Units

In February 2021, the Committee approved a one-time performance-based supplemental stock award for our executive officers, including our Named Executive Officers. These awards were granted in light of multiple factors:

in recognition of the extraordinary efforts by our senior leadership during 2020 in directing our response to the COVID-19 pandemic,
in consideration of the negative impact of the pandemic on our 2018-2020 and 2019-2021 performance share units, include dividend equivalent unitswhich paid out at 0% and 50% of target compared to the 75% and 100% of target they had been trending near prior to the pandemic respectively, and
to serve as added retention and performance incentive for our executive officers, who the Committee believed were critical to our efforts to grow the business and deliver value to shareholders. We believe that are accrued duringour 2021 financial performance, and our executive officers’ contributions to that performance, have demonstrated the vesting period,value that they can deliver to our shareholders.

Vesting of this one-time grant is subject to service requirements and achievement of absolute stock price hurdles directly tied to our objective of emerging stronger from the pandemic, ensuring that any amounts received by our executive officers are contingent on delivery of shareholder value.

In establishing the framework for this one-time performance based stock award, it was important to the Committee that there be performance criteria directly tied to our goal of emerging stronger. The Committee worked with its independent advisor to review market prevalence of long-term incentive measures among peer companies and ultimately selected stock price hurdles with a goal of getting our stock price to reach and exceed pre-pandemic performance levels. The Committee also believed the stock price hurdles would complement the Relative TSR performance measure that replaced Adjusted EPS for our annual performance share unit granted in 2021.

The Committee went through a rigorous process in establishing the three escalating stock price hurdles that would serve as the performance measures for the supplemental award over the 2021-2023 performance period. The Committee and its independent advisor, in partnership with management, considered a number of data points in setting the stock price hurdles including:

The rolling three-year average total shareholder return of the S&P 400 ending December 31, 2018, 2019 and paid to participants in cash2020, which was 7% at the same time,median,
nVent stock price performance during 2020, and only to the extent that, the related performance share units
Analyst expectations.

Based on these factors, the Committee set the stock price hurdles using an 8% growth rate for each hurdle. Unlike TSR, the 8% compound annual growth rate represented by the stock price hurdles does not include the value of our dividends (3.0% yield based on closing stock price of $23.29 on December 31, 2020).

Under the supplemental grant, the Named Executive Officers will have three years to achieve the performance goals. One-third of the award will vest each time the associated hurdle is achieved and the service requirement is met. To mitigate the possibility of a windfall from a short-lived change in our stock price, the share price hurdle is only considered achieved

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after 20 consecutive trading days on which the share price closes at or above the hurdle. No portion of the award will vest within the first 12 months of the grant date, consistent with the minimum vesting period of the nVent Electric plc 2018 Omnibus Incentive Plan. The stock price hurdles and underlying service requirements are as follows:

vest. For

Vesting Requirements
Stock Price
Hurdle
Requirements
Service RequirementsPayout Opportunity
Average Closing Stock Price: $24.31
(1/29/2021 - 2/26/2021)
First Tranche$26.251 year from grant date1/3 of the performance share units granted in 2018 relating toaward
8.0%
Second Tranche$28.352 years from grant date1/3 of the performance period 2018-2020,award
16.6%
Third Tranche$30.623 years from grant date1/3 of the nVent Compensation Committee approved adjusted earnings per share (“EPS”) as the measure because they feel it aligns closely with shareholder value creation, and is critical to achieve for a newly public company. The performance goal and corresponding payout levels for 2018 wereaward
26.0%

The Named Executive Officers have three years from the date of grant to earn any, or all three, tranches. To help ensure retention, an individual must be employed for at least one year from the day of grant to receive the first tranche of the award, at least two years from the day of grant to receive the second tranche, and three years from the day of grant to receive the third tranche.

Due to the strong performance of our stock during 2021, all three stock price hurdles have been achieved. However, the awards remain subject to the continued employment requirements, and none of the tranches will vest until the associated service requirements have been met.

In determining the amount of the supplemental grants, the Committee, in consultation with its independent advisor, reviewed existing stock ownership levels, past performance-based awards, shareholder alignment objectives, competitive award levels, and internal equity. The amounts granted to our Named Executive Officers are as follows:

2021 Supplemental
Performance Share Unit
Award Value
($)
Beth A. Wozniak2,100,000
Sara E. Zawoyski500,000
Jon D. Lammers500,000
Joseph A. Ruzynski325,000
Lynnette R. Heath300,000

    

Metrics     Weight
(%)
     Threshold
(50% payout)
($)
     Target
(100% payout)
($)
     Superior
Performance
(200% payout)
($)
     Excellence
(300% payout)
($)
Adjusted EPS100.01.812.082.312.43

The Committee also considered and concluded that the value that would be created for shareholders upon the achievement of the above performance conditions and shared with the Named Executive Officers was reasonable and appropriately aligned with shareholders, as outlined in the chart below:

    Stock Price Hurdle   Market Cap   Market Cap
Created
   Compensation
Delivered
to Named
Executive

Officers
   Named
Executive Officer

Compensation as
% of Market Cap
Created
Shares Outstanding on Date of Grant (3/1/2021) 167,635,481        
Starting Stock Price $24.31 $4,075,218,543      
First Tranche $26.25 $4,400,431,376 $325,212,833 $1,241,482 0.38%
Second Tranche $28.35 $4,752,465,886 $677,247,343 $2,482,940 0.37%
Third Tranche $30.62 $5,132,998,428 $1,057,779,885 $3,724,470 0.35%

The total number of supplemental performance share units and the values of the awards granted to each Named Executive Officer in 2021 are reflected under “Executive Compensation Tables-Grants of Plan-Based Awards in 2021.”

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Achievement under 2019-2021 PSUs

The Committee granted stock settled performance share units to the Named Executive Officers in 2019, relating to the three-year performance period 2019-2021. Each performance unit entitled the holder to one ordinary share following the end of the three-year performance period if we achieved specific company performance goals on metrics established by the Committee. The performance metric selected by the Committee for the 2019-2021 performance period was Adjusted EPS. Payouts would be scaled for performance between threshold and target and between target and maximum.

We did not issue any founders grants to any of our executive officers in connection withThe Committee reviewed and approved the Separation. However, the Pentair Compensation Committee approved a one-time equity-based award in 2018 for Mr. Pettit in connection with the Separation. The award was in the form of restricted stock units subject to 4-year cliff-vesting and had an aggregate grant date fair value of approximately $400,000.

The total number of shares subject to all the stock options, restricted stock units and performance share units andfor the values of the awards, granted to the Named Executive Officers in 2018 are2019-2021 performance period as reflected under “Executive Compensation Tables-Grants of Plan-Based Awards in 2018.” The value of restricted stock units that vested for each Named Executive Officer in 2018 and the value of options exercised by each Named Executive Officer in 2018 are shown in the table under “Executivechart below:

MetricsWeightThreshold
(50% payout)
Target
(100% payout)
Superior
Performance

(200% payout)
Excellence
(300% payout)
ResultsPayout
Adjusted EPS Growth100.0%$1.96$2.19$2.58$2.71$1.9650%
*Please see Appendix A for reconciliation of GAAP to non-GAAP financial measures included in this section.

2022 Changes to Executive Compensation Tables-2018 Option Exercises

Annual Incentive Compensation

In establishing the 2022 MIP performance goals and Stock Vested Table.”

Going forward, because ourpotential payouts in December 2021, the Compensation and Human Capital Committee believes that it is valuabledecided to award executive compensation that is tied to building and sustaining our company’s value through ordinary share performance over timerename the People & Culture Scorecard, the ESG Scorecard in order to broaden the focus of the scorecard and further align management’s interests with our shareholders, we planESG goals reported in our ESG Report. Along with renaming the scorecard, the Committee approved the addition of an environmental metric that is aligned to continue to grant a portion of our executive officer’s direct compensationPlanet Goals disclosed in our ESG Report. As described under the heading “Shareholder Engagement Initiatives”, the Committee selected this metric for inclusion in the form2022 MIP as a response to requests from our shareholders to include an environmental metric in our incentive plans. This metric will replace the Employee Resource Group membership growth metric. Additional details on this metric will be included in our proxy statement for our 2023 annual general meeting of equity-based compensation each year.shareholders.

Perquisites and Other Personal Benefits

We provide limited benefits and perquisites to executive officers that are not available to the general employee population. Special benefits include an annualpopulation in the form of occasional personal use of event tickets when such tickets are not being used for business purposes, and a limited financial counseling benefit, for which, in both cases, we have no aggregate incremental cost, as well as one executive physical and a deferred compensation plan. Certain executives also received sporting event tickets during 2018.per year for preventative care. Additionally, spouses or guests of executive officers may be provided travel and/or entertainment benefits related to business events at which their attendance is expected and appropriate, such as company recognition events or trips, or social events held for marketing or other business purposes. In 2021, in response to concerns over the risk of identity theft for our Named Executive Officers and the potential impact of an identity theft incident on our business, the Compensation and Human Capital Committee approved an annual reimbursement of up to $350 per Named Executive Officer for costs incurred for identity theft protection services. These benefits are generally provided with little or no incremental cost to the Company.

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Stock Ownership Guidelines

The Compensation and Human Capital Committee has established stock ownership guidelines for the Named Executive Officers and other executives to motivate them to become significant shareholders, and to further encourage long-term performance and growth, and to align their interests with those of shareholders generally.shareholders. The Compensation and Human Capital Committee monitors executives’ compliance with these guidelines and periodically reviews the definition of “stock ownership” to reflect the practices of companies in the Comparator Group. “Stock ownership” currently includes ordinary shares owned by the officer both directly and indirectly, the pro-rated portion of the officer’s unvested restricted stock units, shares held by the officer in his or her qualified retirement plan account, and shares acquired under our employee stock purchase plan. Stock ownership does not include

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performance share units until they are earned at the end of the performance period. The Committee determined that, over a period of five years from appointment, certain executives should accumulate and hold ordinary shares equal to specified multiples of base salary. The multiples of base salary required by the guidelines are as follows:

Executive LevelStock Ownership Guidelines
(as a multiple of salary)
Chief Executive Officer6.0x base salary
Executive Vice President and Chief Financial Officer3.0x base salary
Executive Vice President and Chief Integrated Supply Chain Officer;2.5x base salary
Executive Vice President and Chief Human Resources Officer;2.5x base salary
Executive Vice President and General Counsel and Secretary;
Executive Vice President and Chief Growth and StrategyTechnology Officer;
Segment Presidents
Other key executives2.0x base salary

Due to their recent appointmentsAs shown in connection with the Separation, none of thetable below, all Named Executive Officers has yet met his or herhave reached their ownership guideline. However, eachguideline as of them has five years from the date of the Separation to meet his or her ownership guideline.December 31, 2021.

    Share
Ownership(1)
   12/31/21
Market Value
($)(2)
   Ownership
Guideline
($)
   Progress
Toward
Guideline
Beth Wozniak 186,433 7,084,468 5,562,000 Met
Sara Zawoyski 76,262 2,897,969 1,470,000 Met
Jon Lammers 36,569 1,389,622 1,217,500 Met
Joe Ruzynski 35,183 1,336,968 1,145,000 Met
Lynnette Heath 35,965 1,366,674 1,037,500 Met
(1)Except as indicated otherwise below, the amounts in this column include ordinary shares owned by the officer, both directly and indirectly, and unvested restricted stock units.
(2)Based on the closing market price for our ordinary shares on December 31, 2021 of $38.00.

Equity Holding Policy

We maintain an equity holding policy under which executive officers subject to our stock ownership guidelines are required to retain 100% of the net number of shares acquired under equity awards until the ownership guidelines are satisfied.

This policy may be waived to the extent its application to any individual executive officer would cause undue hardship to the executive officer.

Clawback Policy

The Compensation and Human Capital Committee believes it is appropriate to hold all executives accountable for actions or omissions that result in significant reputational or financial harm to our company. Accordingly, the Committee has adopted a clawback policy under which certain incentive compensation earned by our executives, including executive officers, may be recouped or forfeited if the executive’s fraud or intentional misconduct is a significant contributing factor to a restatement of financial results. The incentive compensation subject to this policy includes short-term and long-term incentive compensation to the extent the compensation was paid, credited or earned during the year after the financial results were first disclosed. In addition, all nVent employees who receive incentive compensation under the nVent Electric plc 2018 Omnibus Plan are subject to an additional forfeiture policy that requires forfeiture or cancellation of all awards and grants of every type, whether or not then vested on the employee’s last day of service if the employee’s termination was due to (a) a material violation of our policies, including any policy contained in our Code of Business Conduct, (b) embezzlement from, or theft of property belonging to us or any of our affiliates, (c) willful failure to perform, or gross negligence in the performance of, or failure to perform, assigned duties, or (d) other intentional misconduct whether related to employment or otherwise, which has, or has the potential to have, a material adverse effect on our business or the business of our affiliates.

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Compensation Discussion and Analysis

Policy Prohibiting Hedging and Pledging

We maintain a policy that prohibits our employees, including executive officers, directors, their family members and directorsanyone designated to engage in securities transactions on their behalf from engaging in hedging or pledging transactions involving our ordinary shares or other nVent securities. This policy prohibits purchasing financial instruments, including prepaid variable forward contracts, equity swaps and collars, or otherwise engaging in transactions, that hedge or offset, or are designed to hedge or offset, any decrease in the market value of nVent securities. Transactions designed to facilitate portfolio diversification, such as exchange funds, are permitted for non-management directors but not employees.

Retirement and Other Benefits

Our Named Executive Officers and other eligible executives and employees may participate in a qualified retirement plan and a nonqualified deferred compensation plan, both of which are described below. Ms. Wozniak is also eligible to participate in a Supplemental Executive Retirement Plan, which is described below under “Executive Compensation

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Tables – Pension Benefits.” We also provide other benefits such as medical, dental, life insurance and disability coverage to substantially all of our full-time U.S. salaried employees, including the Named Executive Officers. We aim to provide employee and executive benefits at levels that reflect competitive market levels.

Qualified Retirement Plan

For 2018,2021, our U.S. employees, including our Named Executive Officers, were eligible to participate in the Pentair, Inc.nVent Management Company Retirement Savings and Stock IncentiveInvestment Plan (“Pentair RSIP Plan”nVent RSIP”), a tax-qualified 401(k) retirement savings plan under which they could contribute up to 50% of their base salary and incentive compensation on a before-tax basis and 15% of compensation on an after-tax basis. WeDuring the first half of 2021, we matched an amount equal to one dollar for each dollar60% of the first 5% of regular earnings contributed to the nVent RSIP by participating employees, onwhich was reduced from pre-COVID-19 pandemic company matching levels in response to the adverse effects of the pandemic. For the second half of 2021, the RSIP company match was reinstated to the full match of 100% of the first 5% of their regular earnings to incent employees to make contributions to our retirement plan.contributed. The nVent RSIP Plan limits the amount of cash compensation considered for contribution purposes to the maximum imposed by the Code, which was $275,000$290,000 in 2018.2021.

Amounts deferred, if any, under the PentairnVent RSIP Plan by the Named Executive Officers are included in the “Salary” and “Non-Equity Incentive Plan Compensation” columns under “Executive Compensation Tables-Summary Compensation Table.” Amounts contributed by us to the PentairnVent RSIP Plan for the Named Executive Officers are included in the “All Other Compensation” column under “Executive Compensation Tables-Summary Compensation Table.” Matching contributions are generally made a year in arrears.

Medical, Dental, Life Insurance and Disability Coverage

Employee benefits such as medical, dental, life insurance and disability coverage are available to all full-time U.S.-based participants through our active employee plans. In addition to these benefits for active employees, we provide post-retirement medical and dental coverage to certain retirees in accordance with the legacy company plans which applied at the time the employees were hired. We provide up to one and a half times annual salary (up to $1,000,000) in life insurance, and up to $15,000 per month in long-term disability coverage. The value of these benefits is not required to be included in the Summary Compensation Table since they are made available to all full-time U.S. salaried employees.

Other Paid Time-Off Benefits

We also provide vacation and other paid holidays to all employees, including the Named Executive Officers, which we have determined to be comparable to those provided at other large companies.

Deferred Compensation

We sponsor a non-qualified deferred compensation program, called the Sidekick Plan, for our U.S. executives within or above the pay grade that has a midpoint annual salary of $176,900$188,800 in 2018.2021. This plan permits executives to defer up to 25% of their base salary and 75% of their annual cash incentive compensation. Executives also may defer receipt of restricted stock units and/or performance share units. We normally make contributions to the Sidekick Plan on behalf of participants with respect to each participant’s contributions from that portion of his or her income above the maximum imposed by the U.S. Internal Revenue Code of 1986, as amended (the “Code”), which was $275,000$290,000 in 2018,2021, but below the Sidekick Plan’s compensation limit of $700,000. These contributions mirror the contribution rates under the RSIP. Please see the narrative following the “Nonqualified Deferred Compensation Table” below for additional information on our contributions.

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Participants in the Sidekick Plan may invest their account balances in a number of possible mutual fund investments. Fidelity Investments Institutional Services Co. provides these investment vehicles for participants and handles all allocation and accounting services for the Plan. We do not guarantee or subsidize any investment earnings under the Plan, and our ordinary shares are not a permitted investment choice under the Plan, although deferred restricted stock units and performance share units are automatically invested in shares.

Amounts of cash compensation deferred, if any, under the Sidekick Plan by the Named Executive Officers are included in the “Salary” and “Non-Equity Incentive Plan Compensation” columns under “Executive Compensation Tables-Summary Compensation Table.” Our contributions allocated to the Named Executive Officers under the Sidekick Plan are included in the “All Other Compensation” column under “Executive Compensation Tables-Summary Compensation Table.”

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Severance and Change-in-Control Benefits

We provide severance and change-in-control benefits to selected executives to provide for continuity of management upon a threatened or completed change in control. These benefits are designed to provide economic protection to key executives following a change in control of our company so that our executives can remain focused on our business without undue personal concern. We believe that the security that these benefits provide helps our key executives to remain focused on our ongoing business and reduces the key executive’s concerns about future employment. We also believe that these benefits allow our executives to consider the best interests of our company and its shareholders due to the economic security afforded by these benefits. We do not include an automatic single trigger change in control vesting, orprovide excise tax gross-ups. We currently provide only the following severance and change-in-control benefits to our executive officers:

We have agreements with our key corporate executives and other key leaders, including all Named Executive Officers, that provide for contingent benefits upon a change in control or upon a covered termination following a change in control.
The nVent Electric plc 2018 Omnibus Incentive Plan provides that, upon a change in control, all options, restricted stock and restricted stock units that are unvested become fully vested; all performance awards (other than annual incentive awards) are paid in full based on performance at the better of target or trend; and all annual incentive awards are paid based on full satisfaction of the performance goals (i.e., target). In addition, if
If an employee’s employment is involuntarily terminated for a reason other than cause, death or disability, or if an employee who is a Board-appointed corporate officer voluntarily terminates employment for good reason, then the employee’s outstanding awards under the nVent Electric plc 2018 Omnibus Incentive Plan will be eligible for continued or accelerated vesting as described below under “Executive Compensation Tables-Potential Payments Upon Termination or Change In Control.”
Upon certain types of terminations of employment (other than a termination following a change in control), severance benefits may be paid to the Named Executive Officers at the discretion of the Committee.under our Severance Plan for Executives described below (the “Severance Plan”).

We explain these benefits more fully below under “Executive Compensation Tables-Potential Payments Upon Termination or Change In Control.”

On February 18, 2019, our affiliate, nVent Management Company, adopted effective March 1, 2019maintains a Severance Plan, for Executives (the “Severance Plan”) under which our executives, including our Named Executive Officers, are eligible to receive severance benefits in the event of a qualifying termination of employment to the extent the terms and conditions of the Severance Plan are satisfied. In the event of a qualifying termination of the employment of any of our Named Executive Officers and the satisfaction of the Severance Plan’s terms and conditions, the severance benefits would be equal to the product of (1) a severance multiplier and (2) the sum of the Named Executive Officer’s base salary and target annual bonus. The severance multiplier is two for our Chief Executive Officer and one and one-half for our other Named Executive Officers. The affected Named Executive Officer would also continue to be eligible to participate in our health plan at his or her active employee rate for a benefit continuation period of 24 months for our Chief Executive Officer and 18 months for our other Named Executive Officers. We may, in our discretion, pay for the cost of outplacement services for up to 12 months. As a condition for eligibility for the Severance Plan, participants must complete a participation agreement under which they agree to comply with customary restrictive covenants, in the case of our Named Executive Officers, for 24 months.

Impact of Tax Considerations

The Compensation and Human Capital Committee considers the tax deductibility of the compensation it approves for its Named Executive Officers, including the $1 million deduction limit imposed by Section 162(m) of the Code. The Committee intends to set compensation for our executive officers at levels it believes are necessary to attract, motivate, retain and

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reward executives, even if a portion of such compensation is not deductible as a result of Section 162(m). The Committee also considers the impact of other tax provisions, such as the restrictions on deferred compensation set forth in Section 409A of the Code, and attempts to structure compensation in a tax-efficient manner, both for the Named Executive Officers and for our company.

Compensation Consultant

During 2021, the Compensation and Human Capital Committee continued to retain Willis Towers Watson, an external compensation consultant, to advise the Committee on executive compensation issues. See “Corporate Governance Matters – Committees of the Board – Compensation and Human Capital Committee.” The Committee evaluated the independence of Willis Towers Watson and the individual representatives of Willis Towers Watson who served as the Committee’s consultants based on the factors required by the NYSE. The only other services provided by Willis Towers Watson in 2021 to our company in addition to its service as compensation consultant to the Committee was a de minimis amount of retirement consulting and published compensation surveys through its Data Services business.

At the direction of the Committee, Willis Towers Watson advises the Committee in implementing and overseeing appropriate compensation programs and policies. As part of this process, Willis Towers Watson provides the Committee with comparative market data based on analyses of the practices of the Comparator Group defined above under “Comparative Framework” and relevant survey data. The comparative market data that Willis Towers Watson provides address the structure of the compensation programs maintained by the Comparator Group companies as well as the amount of compensation they provide. Willis Towers Watson provides guidance on industry best practices and compensation program design, and advises the Committee in determining appropriate ranges for base salaries, annual incentives and equity compensation for each senior executive position.

Evaluating the Chief Executive Officer’s Performance

The Board and the Compensation and Human Capital Committee employ a formal rating process to evaluate the Chief Executive Officer’s performance. As part of this process, the Board reviews financial and other relevant data related to the performance of the Chief Executive Officer at each meeting of the Board throughout the year. At the end of the year, each non-management director provides an evaluation and rating of the Chief Executive Officer’s performance in various categories. The Committee Chair submits a consolidated rating report and the Committee’s recommendations regarding the Chief Executive Officer’s compensation to the non-management directors for review and ratification. The Chairman of the Board, Chair of the Committee, and the Lead Director chair a discussion with the directors in executive session without the Chief Executive Officer present. From that discussion, the Committee finalizes the Chief Executive Officer’s performance rating. The Chairman of the Board, the Chair of the Committee, and the Lead Director review the final performance rating results and commentary with the Chief Executive Officer. The Committee takes the performance rating and financial data into account in determining the Chief Executive Officer’s compensation and the approval of goals and objectives for the Chief Executive Officer for the following year.

Equity Award Practices

The Compensation and Human Capital Committee reviews and approves all equity awards to newly hired or promoted executives at regular meetings throughout the year. As a rule, the Committee grants awards to newly hired or promoted executives that are effective the earlier of the 15th of the month following the date of hire or promotion or the 15th of the month following the date of the Committee meeting at which the grant is approved. If the last day of such month is a day on which the NYSE is not open for trading, then the grant date will be the next day on which the NYSE is open for trading. The Committee has also given the Chief Executive Officer discretion to grant equity awards to non-executive officers as required throughout the year (other than normal annual grants, which are granted by the Committee) within the guidelines of the nVent Electric plc 2018 Omnibus Incentive Plan, up to a maximum grant date value of $1,500,000 total for 2021. The Chief Executive Officer provides a summary report to the Committee Chair disclosing the aggregate awards granted by the Chief Executive Officer during the preceding fiscal year. All options are granted with an exercise price equal to fair market value based on the closing share price on the effective day of grant.

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Summary Compensation Table

The table below summarizes the total compensation paid to or earned by each of the Named Executive Officers for the years ended December 31, 2019, 2020 and 2021.

(a) (b) (c) (d) (e)(f) (g) (h) (i) (j)
Name and
Principal Position
   Year   Salary
($)(1)
   Bonus
($)
   Stock
Awards
($)(2)
   Option
Awards
($)(3)
   Non-Equity
Incentive Plan

Compensation
($)(4)
   Change in
Pension Value and
Non-Qualified Deferred
Compensation Earnings
($)(5)
   All Other
Compensation
($)(6)
   Total
Compensation
($)
Beth A. Wozniak
Chief Executive Officer
 2021 913,535  5,774,738 1,225,001 2,004,174 717,005 16,890 10,651,343
 2020 787,530 218,196 3,375,017 1,125,001 227,304 535,164 54,658 6,322,870
 2019 875,034  2,812,489 936,760 754,654 575,968 44,538 5,999,443
Sara E. Zawoyski
Executive Vice President and Chief Financial Officer
 2021 477,519  1,437,401 312,501 690,900  15,258 2,933,579
 2020 418,516 71,740 937,500 312,501 74,735  27,184 1,842,176
 2019 317,705  166,676 83,349 194,479  19,136 781,345
Jon D. Lammers
Executive Vice President, General Counsel and Secretary
 2021 482,199  1,062,430 187,498 640,892  16,170 2,389,189
 2020 429,641 68,387 562,516 187,501 71,241  39,988 1,359,274
 2019 468,018  749,988 249,804 238,510  27,077 1,733,397
Joseph A. Ruzynski
President of Enclosures
 2021 449,017  906,198 193,749 645,780  12,837 2,207,581
 2020 396,015 67,883 562,516 187,501 70,717  34,072 1,318,704
 2019 400,015  449,997 149,881 203,855  19,339 1,223,087
Lynnette R. Heath
Executive Vice President and Chief Human Resources Officer
 2021 409,396  749,974 150,000 546,140  14,348 1,869,858
 2020 363,398 57,843 449,997 149,998 60,257  27,992 1,109,485
 2019 392,015  374,994 124,900 199,778  29,819 1,121,506
(1)The amounts shown in the “Salary” and “Non-Equity Incentive Plan Compensation” columns are not reduced by any deferrals under our nonqualified deferred compensation plans.
(2)The fiscal 2021 amounts in column (e) represent the sum of restricted stock units awarded at a grant date fair value of $27.55, annual performance share units awarded at a grant date fair value of $39.12, and supplemental performance share units awarded at an average grant date fair value of $24.16, in each case computed in accordance with ASC 718 and based on the probable outcome of the performance conditions as of the grant date. All stock awards were granted on March 1, 2021. The values reflected in the table above include the grant date fair value of restricted stock units, the grant date fair value of the annual performance share units at target performance, and the grant date fair value of the supplemental performance share units at maximum performance. The grant date fair values of restricted stock units granted in 2021 and of performance share units granted in 2021 if target performance and maximum performance is achieved are as follows:
  Restricted
Stock Units ($)
 Annual Performance
Share Units
 Supplemental Performance
Share Units
   Target ($) Maximum ($)    Target ($) Maximum ($)
Beth A. Wozniak 1,225,011 2,450,007 4,900,015 1,399,805 2,099,720
Sara E. Zawoyski 312,500 624,981 1,249,962 333,264 499,921
Jon D. Lammers 187,505 375,004 750,009 333,264 499,921
Joseph A. Ruzynski 193,759 387,484 774,967 216,637 324,955
Lynnette R. Heath 150,010 300,011 600,023 199,969 299,953
The fair value of these performance share units is determined based on the closing market price of our ordinary shares at the date of grant. Compensation expense is recognized over the period an employee is required to provide service based on the estimated vesting of the performance share units granted. The estimated vesting of the performance share units is based on the probability of achieving certain financial performance metrics during the three year vesting period. See the Grants of Plan-Based Awards in 2021 table for more information on stock awards granted in 2021.
(3)The amounts in column (f) represent the aggregate grant date fair value, computed in accordance with ASC 718, of stock options granted during each year. We estimated the fair value of each stock option award on the date of grant in accordance with FASB ASC Topic 718 using a Black-Scholes option pricing model, modified for dividends and using the following weighted average assumptions: risk-free interest rate of 0.45%; expected dividend yield of 2.94%; expected share price volatility of 32.6%; and expected term of 6.5 years. These estimates require us to make assumptions based on historical results, observance of trends in our peer group’s share prices, changes in option exercise behavior, future expectations and other relevant factors. We based the expected life assumption

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on historical experience (including Pentair’s historical experience for periods prior to the separation) as well as the terms and vesting periods of the options granted. For purposes of determining expected volatility, we considered a rolling average of historical volatility of our comparator group measured over a period approximately equal to the expected option term. The risk-free rate for periods that coincide with the expected life of the options is based on the U.S. Treasury Department yield curve in effect at the time of grant.
(4)The amounts in column (g) reflect cash awards earned by the named individuals pursuant to awards under the MIP for 2021 as determined by the Compensation and Human Capital Committee and paid in 2022.
(5)The amounts in column (h) reflect, for those Named Executive Officers who participated in our pension plans, the increase in the actuarial present value of the Named Executive Officer’s accumulated benefits under such pension plans determined using interest rate and mortality rate assumptions consistent with those used in our financial statements. We do not provide any above market or preferential earnings on amounts deferred under our non-qualified deferred compensation plans.
(6)The table below shows the components of column (i) for 2021, which include perquisites and other personal benefits and our contributions under the Sidekick Plan, the nVent RSIP and the Employee Stock Purchase Plan:

  (a) (b) (c) (e)
Name   Perquisites, and
Other Personal
Benefits
($)(a)
   Contributions under
Defined Contribution
Plans
($)(b)
   Matches under the
Employee Stock
Purchase Plan
($)
   Total All Other
Compensation
($)
Beth A. Wozniak 5,752 8,700 2,438 16,890
Sara E. Zawoyski 5,626 7,359 2,274 15,258
Jon D. Lammers 4,570 11,600  16,170
Joseph A. Ruzynski  11,600 1,237 12,837
Lynnette R. Heath  11,600 2,748 14,348
(a)The amounts shown in column (a) consist of an executive physical for Ms. Wozniak, Ms. Zawoyski, and Mr. Lammers, identity theft protection reimbursement for Ms. Wozniak, Ms. Zawoyski, and Mr. Lammers, and a wellness program reward for Mr. Lammers. The wellness program rewards were provided pursuant to a broad-based policy that applies generally to U.S. employees.
(b)The amount shown in column (b) for each individual reflects amounts contributed by us to the nVent RSIP. We did not make any contributions to the Sidekick Plan in 2021.

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Grants of Plan-Based Awards in 2021

      Estimated Future Payouts Under
Non-Equity Incentive Plan
Awards(2)
 Estimated Future Payouts
Under Equity Incentive Plan
Awards(3)
        
(a) (b) (c) (d) (e) (f) (g) (h) (i) (j) (k) (l) (m)
Name   Grant Date   Compensation
Committee
Approval
Date(1)
   Threshold
($)
   Target
($)
   Maximum
($)
   Threshold
(#)
   Target
(#)
   Maximum
(#)
   All Other
Stock
Awards:
Number of
Shares of
Stock or
Units

(#)(4)
   All Other
Option
Awards:
Number of
Securities
Underlying

Options
(#)(5)
   Exercise
Price or
Base Price
of Option
Awards
($/sh)
   Grant Date
Fair Value
of Stock
and Option
Awards
($)(6)
Beth A. Wozniak 3/1/2021 12/14/2020       31,314 62,628 125,256       2,450,007
 3/1/2021 2/22/2021       28,974 57,947 86,921       2,099,720
 3/1/2021 12/14/2020             44,465     1,225,011
 3/1/2021 12/14/2020               199,700 27.55 1,225,001
     533,025 1,066,050 2,132,100              
Sara E. Zawoyski 3/1/2021 12/14/2020       7,988 15,976 31,952       624,981
 3/1/2021 2/22/2021       6,898 13,796 20,695       499,921
 3/1/2021 12/14/2020             11,343     312,500
 3/1/2021 12/14/2020               50,944 27.55 312,501
     183,750 367,500 735,000              
Jon D. Lammers 3/1/2021 12/14/2020       4,793 9,586 19,172       375,004
 3/1/2021 2/22/2021       6,898 13,796 20,695       499,921
 3/1/2021 12/14/2020             6,806     187,505
 3/1/2021 12/14/2020               30,566 27.55 187,498
     170,450 340,900 681,800              
Joseph A. Ruzynski 3/1/2021 12/14/2020       4,953 9,905 19,810       387,484
 3/1/2021 2/22/2021       4,484 8,968 13,452       324,955
 3/1/2021 12/14/2020             7,033     193,759
 3/1/2021 12/14/2020               31,585 27.55 193,749
     171,750 343,500 687,000              
Lynnette R. Heath 3/1/2021 12/14/2020       3,835 7,669 15,338       300,011
 3/1/2021 2/22/2021       4,139 8,278 12,417       299,953
 3/1/2021 12/14/2020             5,445     150,010
 3/1/2021 12/14/2020               24,453 27.55 150,000
     145,250 290,500 581,000              
(1)The Compensation and Human Capital Committee’s practices for granting options, restricted stock units and performance share units, including the timing of all grants and approvals thereof, are described under “Compensation Discussion and Analysis – Long-Term Incentive Compensation.”
(2)The amounts shown in column (d) to which no grant date applies reflect the total of the threshold payment levels for each element under our MIP. This amount is 50% of the target amounts shown in column (e). The amounts shown in column (f) are 200% of such target amounts for each Named Executive Officer. These amounts are based on the individual’s current position and base salary as in effect on December 1, 2021.
(3)The amounts shown in column (g) as having been granted on March 1, 2021 and approved on December 14, 2020 reflect the total of the threshold payment levels for the annual performance share unit grants in 2021 under the nVent Electric plc 2018 Omnibus Incentive Plan, which is 50% of the target amounts shown in column (h). The amounts shown in column (i) are 200% of such target amounts. Any amounts payable with respect to performance units would be paid in March 2024, based on cumulative performance for the period 2021 to 2023. The amounts shown in column (g) as having been granted on March 1, 2021 and approved on February 22, 2021 are a one-time supplemental performance share unit grant. The amounts in column (g) reflect the first tranche of the award, the amounts in column (h) reflect the first and second tranches of the award, and the amounts in column (i) reflect the total shares granted (the first, second, and third tranches of the award).
(4)The amounts shown in column (j) reflect the number of restricted stock units granted to each Named Executive Officer in 2021 under the nVent Electric plc 2018 Omnibus Incentive Plan.
(5)The amounts shown in column (k) reflect the number of options to purchase ordinary shares granted to each Named Executive Officer in 2021 under the nVent Electric plc 2018 Omnibus Incentive Plan.
(6)The amounts shown in column (m) reflect the grant date fair value of the awards of restricted stock units, performance share units and stock options computed in accordance with ASC 718.

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Outstanding Equity Awards at December 31, 2021

  Stock Awards          
Name   Number of
Securities
Underlying
Unexercised
Options
Exercisable
(#)
   Number of
Securities
Underlying
Unexercised
Options
Unexercisable
(#)
   Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
(#)
   Option
Exercise
Price
($)(1) 
   Option
Expiration
Date
   Number
of Shares
of Stock
or Units
That
Have
Not
Vested
(#)(2) 
   Market
Value of
Shares of
Stock or
Units That
Have Not
Vested
($)(3) 
   Equity
Incentive
Plan
Awards:
Number of
Unearned
Shares
That Have
Not
Vested
(#)(4) 
   Equity
Incentive

Plan
Awards:
Market
or Payout
Value of
Unearned
Shares
That Have
Not Vested
($)(3) 
Beth A. Wozniak           174,205 6,619,790    
                149,434 5,678,492
  65,191    18.25 9/15/2025        
  32,389    16.65 1/4/2026        
  26,223    19.57 1/3/2027        
  138,787    25.34 5/7/2028        
  134,592 67,296(5)    22.51 1/2/2029        
  78,323 156,648(7)   25.92 1/2/2030        
  0 199,700(8)   27.55 3/1/2031        
Sara E. Zawoyski           57,944 2,201,872    
                40,089 1,523,382
  5,061    17.10 1/2/2023        
  2,774    27.12 3/3/2024        
  3,787    22.36 3/2/2025        
  7,305    16.61 3/1/2026        
  6,248    20.22 3/1/2027        
  15,861    25.34 5/7/2028        
  9,697 4,849(6)   27.77 3/1/2029        
  21,756 43,514(7)   25.92 1/2/2030        
  0 50,944(8)   27.55 3/1/2031        
Jon D. Lammers           36,026 1,368,988    
                24,054 914,052
  29,740    25.34 5/7/2028        
  35,891 17,946(5)   22.51 1/2/2029        
  13,054 26,108(7)   25.92 1/2/2030        
  0 30,566(8)   27.55 3/1/2031        
Joseph A. Ruzynski           27,530 1,046,140    
                24,373 926,174
  2,774    27.12 3/3/2024        
  4,329    16.61 3/1/2026        
  5,858    20.22 3/1/2027        
  19,827    25.34 5/7/2028        
  21,534 10,768(5)   22.51 1/2/2029        
  13,054 26,108(7)   25.92 1/2/2030        
  0 31,585(8)   27.55 3/1/2031        
Lynnette R. Heath           23,571 895,698    
                19,243 731,234
  22,305    25.34 5/7/2028        
  17,945 8,973(5)   22.51 1/2/2029        
  10,443 20,886(7)   25.92 1/2/2030        
  0 24,453(8)   27.55 3/1/2031        
(1)The exercise price for all stock option grants is the fair market value of our ordinary shares on the date of grant.

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(2)For the restricted stock unit award granted to Ms. Zawoyski on January 1, 2018, 100% of the award will vest on the fourth anniversary of the grant date. For the restricted stock unit award granted to Ms. Zawoyski on March 1, 2019, one-third of the award will vest on March 1 of each of the first three years after the grant date. One-third of the restricted stock unit awards granted on January 2, 2019 and January 2, 2020 will vest on January 1 of each of the first three years after the grant date. For the restricted stock units awards granted in 2021, as well as the supplemental performance share units that are, because the stock price performance goals had been achieved as of December 31, 2021, included in this table and in this footnote as restricted stock units, one-third of the award will vest March 5 of each of the first three years after the grant date. The grant dates of the restricted stock unit awards are as follows:

NameGrant DateNumber of Unvested
Restricted
Stock Units*
Beth A. Wozniak1/2/201913,883
1/2/202028,936
3/1/202144,465
3/1/202186,921
Sara E. Zawoyski1/2/201816,867
3/1/20191,001
1/2/20208,038
3/1/202111,343
3/1/202120,695
Jon D. Lammers1/2/20193,702
1/2/20204,823
3/1/20216,806
3/1/202120,695
Joseph A. Ruzynski1/2/20192,222
1/2/20204,823
3/1/20217,033
3/1/202113,452
Lynnette R. Heath1/2/20191,851
1/2/20203,858
3/1/20215,445
3/1/202112,417
*These restricted stock units relate to the supplemental performance share units granted in 2021. Because the stock price performance goals had been achieved as of December 31, 2021, the units that remain subject to a time-vesting requirement are shown as restricted stock units in this table.
(3)The amounts in these columns were calculated by multiplying the closing market price of our ordinary shares on the last trading day of our most recently completed fiscal year of $38.00 by the number of unvested restricted stock units or performance share units, as applicable.
(4)The number of performance share units shown in this column reflects the target performance level for the 2021-2023 and 2020-2022 awards, in accordance with SEC regulations requiring that the number of units be based on achieving threshold performance goals or, if the previous fiscal year’s performance has exceeded the threshold, the next higher performance measure (target or maximum) that exceeds the previous fiscal year’s performance.

NameVesting DateNumber of
Performance
Share Units
Beth A. Wozniak12/31/202286,806
12/31/202362,628
Sara E. Zawoyski12/31/202224,113
12/31/202315,976
Jon D. Lammers12/31/202214,468
12/31/20239,586
Joseph A. Ruzynski12/31/202214,468
12/31/20239,905
Lynnette R. Heath12/31/202211,574
12/31/20237,669
(5)One-third of these options will vest on January 1 of years 2020, 2021, and 2022.
(6)One-third of these options will vest on March 1 of years 2020, 2021, and 2022.
(7)One-third of these options will vest on January 1 of years 2021, 2022, and 2023.
(8)One-third of these options will vest on March 5 of years 2022, 2023, and 2024.

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2021 Option Exercises and Stock Vested Table

The following table shows a summary of the stock options exercised by the Named Executive Officers in 2021 and the restricted stock or restricted stock units vested for the Named Executive Officers during 2021.

  Option awards Stock awards
Name   Number of Shares
Acquired on
Exercise
(#)
   Value
Realized on
Exercise
($)(1)
   Number of Shares
Acquired on
Vesting
(#)
   Value
Realized on
Vesting
($)(2)
Beth A. Wozniak   79,206 2,429,181
Sara E. Zawoyski 5,762 114,259 7,572 204,164
Jon D. Lammers   29,896 992,306
Joseph A. Ruzynski 7,077 126,362 12,612 387,300
Lynnette R. Heath   36,505 1,260,911
(1)Reflects the amount calculated by multiplying the number of options exercised by the difference between the market price of our ordinary shares on the exercise date and the exercise price of options.
(2)Reflects the amount calculated by multiplying the number of shares vested by the market price of our ordinary shares on the vesting date.

2021 Pension Benefits

Listed below are the number of years of credited service and present value of accumulated pension benefits as of December 31, 2021 under the nVent Management Company Supplemental Executive Retirement Plan (“SERP”) for Ms. Wozniak, the only Named Executive Officer eligible for the SERP. The SERP is described in detail following the table below. The disclosed benefit for Ms. Wozniak is an actuarial estimate only and does not necessarily reflect the actual amounts that will be paid to Ms. Wozniak, which will only be known at the time that she becomes eligible for payment.

Name Plan Name Number of
Years Credited
Service
(#)(1)
 Present Value
of Accumulated
Benefit
($)(2)
 Payments
During Last
Fiscal Year
($)
Beth A. Wozniak SERP 6 2,614,855 
(1)Includes years of credited service with Pentair prior to the Separation.
(2)SERP benefits are payable following retirement at age 55 or later in the form of an annuity. The actuarial present values above were calculated using the following methods and assumptions:

SERP present values were based on the accrued benefit payable at age 65 and were calculated as of December 31, 2021.
Present values for the SERP are based on a 180-month-certain only annuity.
The present value of SERP benefits as of December 31, 2021 was calculated assuming a 2.68% interest rate.

The actual amount of pension benefits ultimately paid to Ms. Wozniak may vary based on a number of factors, including differences from the assumptions used to calculate the amounts.

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The nVent Management Company Supplemental Executive Retirement and Restoration Plan

The SERP is an unfunded, nonqualified defined benefit pension plan. The only employees that are eligible to participate in the SERP are those who were participating in Pentair’s Supplemental Executive Retirement Plan at the time of the Separation. Benefits under the SERP vest upon the completion of five years of benefit service (which is all service at Pentair and nVent following initial participation in Pentair’s plan). As of the date of this Proxy Statement, Ms. Wozniak, the only Named Executive Officer eligible for the SERP, was fully vested in her SERP benefit.

Benefits under the SERP are based upon the number of an employee’s years of service following initial participation in Pentair’s plan and the highest average earnings for a five calendar-year period (ending with retirement). Compensation covered by the SERP for Ms. Wozniak equals the amounts set forth in the “Salary” column under “Executive Compensation Tables-Summary Compensation Table” and 2021 incentive compensation paid under the MIP in March 2022 set forth in the “Non-Equity Incentive Plan Compensation” column under “Executive Compensation Tables-Summary Compensation Table.”

Benefits under the SERP are calculated as:

final average compensation as defined above; multiplied by
benefit service percentage, which equals 15% multiplied by years of benefit service.

Nonqualified Deferred Compensation Table

The following table sets forth the contributions, earnings, distributions and 2021 year-end balances for each of the Named Executive Officers under our Sidekick Plan described under “Compensation Discussion and Analysis – Retirement and Other Benefits – Deferred Compensation.” Contributions we make to the Sidekick Plan are intended to make up for contributions to our qualified retirement plan, including our matching contributions, for cash compensation above the maximum imposed by the Code, which was $290,000 in 2021. Because the Code does not permit contributions on amounts in excess of that limit under a tax-qualified plan, the Sidekick Plan is designed to permit matching contributions on compensation in excess of the maximum imposed by the Code. We make these matching contributions to the Sidekick Plan on amounts in excess of the maximum imposed by the Code, but below the $700,000 compensation limit contained in our Sidekick Plan (such contributions by a Named Executive Officer, “Covered Sidekick Compensation”).

Name Executive
Contributions
in 2021
($)(1)
 Registrant
Contributions
in 2021
($)(2)
 Aggregate
Earnings/(Loss)
in 2021
($)(3)
 Aggregate
Withdrawals/
Distributions
in 2021
($)
 Aggregate
Balance at
December 31,
2021
($)(4)
Beth A. Wozniak 377,837  340,760  1,422,899
Sara E. Zawoyski 146,733  77,580  414,469
Jon D. Lammers 155,356  77,167  884,982
Joseph A. Ruzynski 43,084  75,373  650,003
Lynnette R. Heath 36,132  29,040  80,879
(1)Reflects the amount of cash or equity-based compensation each Named Executive Officer deferred in 2021 under the Sidekick Plan. The cash amounts were previously reported in the “Salary” or “Non-Equity Incentive Compensation” column of the Summary Compensation Table for 2021.
(2)Equals the total contributions we made in 2021 under the Sidekick Plan for each Named Executive Officer, which are included in the column labeled “All Other Compensation” above. As disclosed in our proxy statement for our 2021 annual general meeting, in response to the adverse effects of the COVID-19 pandemic, we did not make any contributions for 2020 deferrals in 2021; we normally make matching contributions one year in arrears.
(3)Reflects the amount of investment earnings realized by each Named Executive Officer on the investments chosen that are offered to participants in our Sidekick Plan, which are substantially the same as those offered in our RSIP Plan. Fidelity Investments Institutional Services Co. provides these investment vehicles for participants and handles all allocation and accounting services for these plans. We do not guarantee or subsidize any investment earnings in either Plan.
(4)Amounts deferred under the Sidekick Plan that have also been reported in the Summary Compensation Table in prior years for each Named Executive Officer are: Ms. Wozniak — $704,302; Ms. Zawoyski – $190,156; Mr. Lammers – $652,459; Mr. Ruzynski –$531,546; and Ms. Heath — $15,707. To the extent the amounts in this column are less than the amounts reported in the Summary Compensation Table, the difference is due to losses, withdrawals or distributions.

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Potential Payments Upon Termination or Change in Control

Except for items described below, we have no agreements, arrangements, or plans that entitle executive officers to severance, perquisites, or other enhanced benefits upon termination of their employment; any such payments or benefits would be at the discretion of the Compensation and Human Capital Committee.

Severance Plan

We maintain the Severance Plan under which our executives, including our Named Executive Officers, are eligible to receive severance benefits in the event of a qualifying termination of employment other than in connection with a change in control to the extent the terms and conditions of the Severance Plan are satisfied. A qualifying termination generally includes an involuntary termination for any reason other than cause, permanent disability or death. “Cause” for purposes of the Severance Plan is defined generally as a material violation of our policies; embezzlement from, or theft of property belonging to, us or one of our affiliates; willful failure to perform, or gross negligence in the performance of, or failure to perform, assigned duties; or other intentional misconduct that has, or has the potential to have, a material adverse effect on our business.

In the event of a qualifying termination of the employment of any of our Named Executive Officers and the satisfaction of the Severance Plan’s terms and conditions, the severance benefits would be equal to the product of (1) a severance multiplier and (2) the sum of the Named Executive Officer’s base salary and target annual bonus. The severance multiplier is two for our Chief Executive Officer and one and one-half for our other Named Executive Officers. The affected Named Executive Officer would also continue to be eligible to participate in our health plan at his or her active employee rate for a benefit continuation period of 24 months for our Chief Executive Officer and 18 months for our other Named Executive Officers. We may, in our discretion, pay for the cost of outplacement services for up to 12 months. As a condition for eligibility for the Severance Plan, participants must complete a participation agreement under which they agree to comply with customary restrictive covenants, for 24 months, in the case of our Chief Executive Officer, and 18 months, in the case of our other Named Executive Officers.

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Compensation Discussion and Analysis

Impact of Tax Considerations

As a result of the Tax Cuts and Jobs Act, Section 162(m) of the Code generally limits to $1,000,000 the amount of compensation that we can deduct in any one year with respect to certain covered executives, including our Named Executive Officers (excluding only certain performance-based compensation that is payable pursuant to a binding contract that was in place as of November 2, 2017). However, our Compensation Committee intends to set compensation for our executive officers at levels that it believes are necessary to attract, motivate, retain and reward executives, even if a portion of such compensation is not deductible under Section 162(m).

The Committee also considers the impact of other tax provisions, such as the restrictions on deferred compensation set forth in Section 409A of the Code, and attempts to structure compensation in a tax-efficient manner, both for the Named Executive Officers and for our company.

Compensation Consultant

Following the Separation and following the assessment and determination of Willis Towers Watson’s independence from nVent’s management, the Compensation Committee engaged Willis Towers Watson as the Compensation Committee’s independent compensation consultant. See “Corporate Governance Matters – Committees of the Board – Compensation Committee.” Before engaging Willis Towers Watson as its independent compensation consultant, the Compensation Committee considered all factors relevant to Willis Towers Watson’s independence from management in accordance with its charter and applicable New York Stock Exchange requirements. Based on its consideration of these factors, the Compensation Committee concluded that Willis Towers Watson was independent from management. The only other services provided by Willis Towers Watson in 2018 to our company in addition to its service as compensation consultant to the Compensation Committee was a de minimis amount of benefits consulting.

At the direction of the Committee, Willis Towers Watson advises the Committee in implementing and overseeing appropriate compensation programs and policies. As part of this process, Willis Towers Watson provides the Committee with comparative market data based on analyses of the practices of the Comparator Group defined above under “Comparative Framework” and relevant survey data. The comparative market data that Willis Towers Watson provides address the structure of the compensation programs maintained by the Comparator Group companies as well as the amount of compensation they provide. Willis Towers Watson provides guidance on industry best practices and advises the Committee in determining appropriate ranges for base salaries, annual incentives and equity compensation for each senior executive position.

Evaluating the Chief Executive Officer’s Performance

The Board and the Compensation Committee employ a formal rating process to evaluate the Chief Executive Officer’s performance. As part of this process, the Board reviews financial and other relevant data related to the performance of the Chief Executive Officer at each meeting of the Board throughout the year. At the end of the year, each non-management director provides an evaluation and rating of the Chief Executive Officer’s performance in various categories. The Committee Chair submits a consolidated rating report and the Committee’s recommendations regarding the Chief Executive Officer’s compensation to the non-management directors for review and ratification. The Chairman of the Board, Chairman of the Committee, and the Lead Director chair a discussion with the directors in executive session without the Chief Executive Officer present. From that discussion, the Committee finalizes the Chief Executive Officer’s performance rating. The Chairman of the Board, the Chairman of the Committee, and the Lead Director review the final performance rating results and commentary with the Chief Executive Officer. The Committee takes the performance rating and financial data into account in determining the Chief Executive Officer’s compensation and the adoption of goals and objectives for the Chief Executive Officer for the following year.

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Equity Award Practices

The Committee reviews and approves all equity awards to newly hired or promoted executives at regular meetings throughout the year. As a rule, the Committee grants awards to newly hired or promoted executives that are effective the earlier of the last day of the month following the date of hire or promotion or the last day of the month following the date of the Committee meeting at which the grant is approved. If the last day of such month is a day on which the NYSE is not open for trading, then the grant date will be the first day of the following month on which the NYSE is open for trading. The Committee has also given the Chief Executive Officer discretion to grant equity awards to non-executive officers as required throughout the year (other than normal annual grants, which are granted by the Committee) within the guidelines of the nVent Electric plc 2018 Omnibus Incentive Plan, up to a maximum grant date value of $1,500,000 total for 2018. The Chief Executive Officer provides a summary report to the Committee Chair disclosing the aggregate awards granted by the Chief Executive Officer during the preceding fiscal year. All options are granted with an exercise price equal to fair market value based on the closing share price on the effective day of grant.

Executive Compensation Tables

Summary Compensation Table

The table below summarizes the total compensation paid to or earned by each of the Named Executive Officers, for the years ended December 31, 2016, 2017 and 2018.

(a)(b)(c)(d)(e)(f)(g)(h)(i)(j)
Name and
Principal Position
YearSalary
($)
(1)
Bonus
($)(2)
Stock
Awards
($)(3)
Option
Awards
($)(4)
Non-Equity
 Incentive Plan
Compensation
($)(1)(5)
Change in
Pension Value and
Non-Qualified Deferred
Compensation Earnings
($)(6)
All Other
Compensation
($)(7)
Total
Compensation
($)
Beth A. Wozniak
Chief Executive Officer
2018716,1932,100,002699,486843,249276,36352,3624,687,655
2017485,000975,009324,994503,826297,76975,1622,661,760
2016485,000666,660332,988226,447212,58654,4611,978,142
Stacy P. McMahan(8)
Executive Vice President and
Chief Financial Officer
2018500,000656,255218,590412,50034,4041,821,749
2017
 
125,000499,984121,736152,766899,486
Jon D. Lammers(8)
Executive Vice President,
General Counsel and Secretary
2018450,000449,988149,890321,750252,2591,623,887
Thomas F. Pettit(8)
Executive Vice President and
Chief Integrated Supply
Chain Officer
2018385,00055,000586,90662,456211,75045,6161,346,728
Lynnette R. Heath(8)
Executive Vice President and
Chief Human Resources Officer
2018375,000337,503112,417268,12525,1631,118,208
2017
 
29,830500,000600,0321,129,862
(1)The amounts shown in the “Salary” and “Non-Equity Incentive Plan Compensation” columns are not reduced by any deferrals under our nonqualified deferred compensation plans.
(2)The amount in column (d) for Mr. Pettit for 2018 represents a one-time cash bonus award granted in connection with work completed for the Separation.
(3)The amounts in column (e) represent the aggregate grant date fair value, computed in accordance with ASC 718, of restricted stock units and performance share units granted during each year. The values attributable to the 2018 grants of restricted stock units were as follows: Ms. Wozniak – $699,992; Ms. McMahan – $218,760; Mr. Lammers – $149,987; Mr. Pettit. – $461,904; and Ms. Heath – $112,510. The values attributable to the 2018 grants of performance share units were based on the probable outcome of the performance conditions at the time of grant, and were as follows: Ms. Wozniak – $1,400,010; Ms. McMahan – $437,495; Mr. Lammers – $300,000; Mr. Pettit – $125,002; and Ms. Heath – $224,994. The maximum values of the 2018 grants of performance share units at the time of grant assuming that the highest level of performance conditions are attained, are as follows: Ms. Wozniak – $4,200,029; Ms. McMahan – $1,312,485; Mr. Lammers – $900,001; Mr. Pettit – $375,007; and Ms. Heath – $674,982. Restricted stock units are valued at market value on the date of grant and are expensed over the vesting period. The performance share units vest based on the

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Executive Compensation Tables

satisfaction of a three-year service period and the achievement of certain performance metrics over that same period. Upon vesting, performance share unit holders receive dividends that accumulate during the vesting period. The fair value of these performance share units is determined based on the closing market price of our ordinary shares at the date of grant. Compensation expense is recognized over the period an employee is required to provide service based on the estimated vesting of the performance share units granted. The estimated vesting of the performance share units is based on the probability of achieving certain financial performance metrics during the three year vesting period.
(4)The amounts in column (f) represent the aggregate grant date fair value, computed in accordance with ASC 718, of stock options granted during each year. We estimated the fair value of each stock option award on the date of grant in accordance with FASB ASC Topic 718 using a Black-Scholes option pricing model, modified for dividends and using the following weighted average assumptions: risk-free interest rate of 2.53%; expected dividend yield of 2.94%; expected share price volatility of 25.5%; and expected term of 6.1 years. These estimates require us to make assumptions based on historical results, observance of trends in our peer group’s share prices, changes in option exercise behavior, future expectations and other relevant factors. We based the expected life assumption on Pentair’s historical experience as well as the terms and vesting periods of the options granted. For purposes of determining expected volatility, we considered a rolling average of historical volatility of our peer group measured over a period approximately equal to the expected option term. The risk-free rate for periods that coincide with the expected life of the options is based on the U.S. Treasury Department yield curve in effect at the time of grant.
(5)The amounts in column (g) with respect to 2018 reflect cash awards to the named individuals pursuant to awards under the MIP in 2018, which were determined by the Compensation Committee at its February 18, 2019 meeting and, to the extent not deferred by the executive, paid shortly thereafter.
(6)The amounts in column (h) reflect, for those Named Executive Officers who participated in our pension plans, the increase in the actuarial present value of the Named Executive Officer’s accumulated benefits under such pension plans determined using interest rate and mortality rate assumptions consistent with those used in our financial statements. We do not provide any above market or preferential earnings on amounts deferred under our non-qualified deferred compensation plans.
(7)The table below shows the components of column (i) for 2018, which include perquisites and other personal benefits; and the Company contributions under the Sidekick Plan, RSIP Plan and the Employee Stock Purchase Plan:

(a)(b)(c)(d)
Name     Other Perquisites and
Personal Benefits
($)
(a)
     Contributions under
Defined Contribution
Plans
($)(b)
     Matches under the
Employee Stock
Purchase Plan
($)
     Total All Other
Compensation
Beth A. Wozniak10,81239,3002,25052,362
Stacy P. McMahan14,88017,4402,08334,404
Jon D. Lammers238,50913,750252,259
Thomas F. Pettit11,45231,9142,25045,616
Lynnette R. Heath10,24113,7501,17225,163
(a)The amounts shown in column (a) consist of the relocation assistance in the amount of $1,855 and $167,774 and related tax gross-ups provided to Ms. McMahan and Mr. Lammers, respectively (the gross-up was in the amount of $4,753 for Ms. McMahan and $54,971 for Mr. Lammers); the aggregate incremental cost of sporting event tickets in the amount of $5,200 each for Ms. McMahan, Mr. Lammers, Mr. Pettit and Ms. Heath; payments to Ms. Wozniak ($1,906) and Ms. Heath ($1,543) to make them whole for taxes on imputed income resulting from attendance at a sales incentive event at which they were accompanied by their spouses; the cost of annual executive physicals for Ms. Wozniak, Ms. McMahan, Mr. Lammers and Mr. Pettit; wellness program rewards for Ms. Wozniak and Mr. Lammers; and a fitness center reimbursement for Ms. Wozniak. The relocation assistance to Ms. McMahan and Mr. Lammers was provided pursuant to a policy that applies generally to all of our executives, and the wellness program rewards and fitness center reimbursement were provided pursuant to a broad-based policy that applies generally to U.S. employees.
(b)The amount shown in column (b) for each individual reflects amounts contributed by us to the RSIP Plan and the Sidekick Plan during 2018. In the case of the Sidekick Plan, the amounts contributed by us during 2018 relate to salary deferrals in 2017.
(8)Because Ms. McMahan and Ms. Heath first became named executive officers in the Form 10 covering 2017 compensation, the Summary Compensation Table includes only two years of their compensation. Because Mr. Lammers and Mr. Pettit have not previously been named executive officers, the Summary Compensation Table includes only one year of their compensation.

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Executive Compensation Tables

Grants of Plan-Based Awards in 2018

Estimated Future Payouts Under
Non-Equity Incentive Plan
Awards
(2)
Estimated Future Payouts
Under Equity Incentive Plan
Awards(3)
(a)(b)(c)(d)(e)(f)(g)(h)(i)(j)(k)(l)(m)
NameGrant DateCompensation
Committee
Approval
Date(1)
Threshold
($)
Target
($)
Maximum
($)
Threshold
(#)
Target
(#)
Maximum
(#)
All Other
Stock
Awards:
Number of
Shares of
Stock or
Units
(#)(4)
All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#)(5)
Exercise or
Base Price
of Option
Awards
($/sh)
Grant Date
Fair Value
of Stock
and Option
Awards
($)(6)
Beth A.
Wozniak
05/07/201805/07/201827,62555,249165,7471,400,010
05/07/201805/07/201827,624699,992
05/07/201805/07/20183,93325.3419,822
05/07/201805/07/2018134,85425.34679,664
574,943766,5901,801,487
Stacy P.
McMahan
05/07/201805/07/20188,63317,26551,795437,495
05/07/201805/07/20188,633218,760
05/07/201805/07/201811,83825.3459,664
05/07/201805/07/201831,53325.34158,926
281,250375,000881,250
Jon D.
Lammers
05/07/201805/07/20185,92011,83935,517300,000
05/07/201805/07/20185,919149,987
05/07/201805/07/201811,83825.3459,664
05/07/201805/07/201817,90225.3490,226
219,375292,500687,375
Thomas F.
Pettit
01/02/201812/4/201716,867399,416
05/07/201805/07/20182,4674,93314,799125,002
05/07/201805/07/20182,46662,488
05/07/201805/07/201811,83825.3459,664
05/07/201805/07/201855425.342,792
144,375192,500452,375
Lynnette R.
Heath
05/07/201805/07/20184,4408,87926,637224,994
05/07/201805/07/20184,440112,510
05/07/201805/07/201811,83825.3459,664
05/07/201805/07/201810,46725.3452,754
182,813243,750572,813
(1)The Compensation Committee’s practices for granting options, restricted stock units and performance share units, including the timing of all grants and approvals thereof, are described under “Compensation Discussion and Analysis – 2018 Long-Term Incentive Compensation.”
(2)The amounts shown in column (d) to which no grant date applies reflect the total of the threshold payment levels for each element under our MIP. This amount is 75% of the target amounts shown in column (e). The amounts shown in column (f) are 235% of such target amounts for each Named Executive Officer. These amounts are based on the individual’s current position and base salary as in effect on December 1, 2018.
(3)The amounts shown in column (g) as having been granted on May 7, 2018, reflect the total of the threshold payment levels for the performance share units granted in 2018 under the nVent Electric plc 2018 Omnibus Incentive Plan, which is 50% of the target amounts shown in column (h). The amounts shown in column (j) are 300% of such target amounts. Any amounts payable with respect to performance units would be paid in March 2021, based on cumulative performance for the period 2018 to 2020.
(4)The amounts shown in column (j) reflect the number of restricted stock units granted to each Named Executive Officer in 2018 under the nVent Electric plc 2018 Omnibus Incentive Plan.
(5)The amounts shown in column (k) reflect the number of options to purchase ordinary shares granted to each Named Executive Officer in 2018 under the nVent Electric plc 2018 Omnibus Incentive Plan.
(6)The amounts shown in column (m) reflect the grant date fair value of the awards of restricted stock units, performance share units and stock options computed in accordance with ASC 718.

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Executive Compensation Tables

Outstanding Equity Awards at December 31, 2018

Stock Awards
NameNumber of
Securities
Underlying
Unexercised
Options
Exercisable
(#)
Number of
Securities
Underlying
Unexercised
Options
Unexercisable
(#)
Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
(#)
Option
Exercise
Price
($)
(1)
Option
Expiration
Date
Number
of Shares
of Stock
or Units
That Have
Not Been
Vested
(#)(2)
Market
Value of
Shares of
Stock or
Units That
Have Not
Vested
($)(3)
Equity
Incentive
Plan
Awards:
Number of
Unearned
Shares
That Have
Not
Vested
(#)(4)
Equity
Incentive
Plan
Awards:
Market
or Payout
Value of
Unearned
Shares
That Have
Not Vested
($)(3)
Beth A. Wozniak70,6091,585,875
55,2491,240,893
65,191(5)18.259/15/2025
21,59210,797(6)16.651/4/2026
8,74117,482(7)19.571/3/2027
138,787(8)25.345/7/2028
Stacy P. McMahan29,646665,849
17,265387,772
43,371(8)25.345/7/2028
Jon D. Lammers16,623373,353
11,839265,904
29,740(8)25.345/7/2028
Thomas F. Pettit37,313838,059
4,933110,795
5,4102,707(9)16.613/1/2026
2,1694,340(10)20.223/1/2027
12,392(8)25.345/7/2028
Lynnette R. Heath30,131676,742
8,879199,422
22,305(9)25.345/7/2028
(1)The exercise price for all stock option grants is the fair market value of our ordinary shares on the date of grant.

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(2)

For the restricted stock unit awards granted to Ms. Wozniak on September 15, 2015, to Ms. McMahan on October 31, 2017, to Mr. Lammers on December 4, 2017, to Mr. Pettit on January 2, 2018 and to Ms. Heath on December 4, 2017, 100% of the award will vest on the fourth anniversary of the grant date. For the restricted stock unit awards granted in 2018, one-third of the award will vest on January 1 of each of the first three years after the grant date. For all other awards of restricted stock units, one-third of the award will vest on each of the first, second, and third anniversaries of the grant date. The grant dates of the restricted stock unit awards are as follows:


NameGrant DateNumber of Restricted
Stock Units
Beth A. Wozniak9/15/201516,192
1/4/20162,255
1/3/20173,739
5/7/201827,624
1/4/20169,064
1/3/201711,734
Stacy P. McMahan10/31/201721,013
5/7/20188,633
Jon D. Lammers12/4/201710,704
5/7/20185,919
Thomas F. Pettit12/15/201512,785
3/1/2016565
3/1/2017928
1/2/201816,867
5/7/20182,466
3/1/20162,255
3/1/20171,448
Lynnette R. Heath12/4/201725,691
5/7/20184,440
(3)

The amounts in these columns were calculated by multiplying the closing market price of our ordinary shares on the last trading day of our most recently completed fiscal year of $22.46 by the number of unvested restricted stock units or performance share units, as applicable.

(4)

The number of performance share units shown in this column reflects the target performance level for the 2018 awards, in accordance with SEC regulations requiring that the number of units be based on achieving threshold performance goals or, if the previous fiscal year’s performance has exceeded the threshold, the next higher performance measure (target or maximum) that exceeds the previous fiscal year’s performance.


NameVesting DateNumber of
Performance
Share Units
Beth A. Wozniak12/31/202055,249
Stacy P. McMahan12/31/202017,265
Jon D. Lammers12/31/202011,839
Thomas F. Pettit12/31/20204,933
Lynnette R. Heath12/31/20208,879
(5)

100% of these options will vest on each of the fourth anniversary of the grant date, September 15, 2015.

(6)

One-third of these options will vest on each of the first, second and third anniversaries of the grant date, January 4, 2016.

(7)

One-third of these options will vest on each of the first, second and third anniversaries of the grant date, January 2, 2017.

(8)

One-third of these options will vest on January 1 of years 2019, 2020, and 2021.

(9)

One-third of these options will vest on each of the first, second and third anniversaries of the grant date, March 1, 2016.

(10)

One-third of these options will vest on each of the first, second and third anniversaries of the grant date, March 1, 2017

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As described above under the heading “Treatment of Equity-Based Compensation Awards upon the Separation,” in connection with the Separation, all restricted stock unit, stock option, and performance share unit awards granted before May 9, 2017 that were held by nVent employees, were converted based on a “bifurcation” method into awards relating to both nVent shares and Pentair shares, and the exercise prices and number of shares subject to each award were adjusted so that the aggregate value of the two awards preserved the intrinsic value of the original Pentair award, as measured immediately before and immediately after the Separation. The preceding table includes only those awards that relate to nVent shares.

2018 Option Exercises and Stock Vested Table

The following table shows a summary of the stock options exercised by the Named Executive Officers in 2018 and the restricted stock or restricted stock units vested for the Named Executive Officers during 2018.

Option awardsStock awards
Name     Number of
Shares
Acquired on
Exercise
(#)
     Value
Realized on
Exercise
($)(1)
     Number of
Shares
Acquired on
Vesting
(#)
     Value
Realized on
Vesting
($)(2)
Beth A. Wozniak4,124295,925
Stacy P. McMahan
Jon D. Lammers
Thomas F. Pettit13,814344,930
Lynnette R. Heath
(1)

Reflects the amount calculated by multiplying the number of options exercised by the difference between the market price of our ordinary shares on the exercise date and the exercise price of options.

(2)

Reflects the amount calculated by multiplying the number of shares vested by the market price of our ordinary shares on the vesting date or, in the case of any vesting that occurred prior to the Separation, reflects the number of shares of Pentair that vested and their then-current market price.

2018 Pension Benefits

Listed below are the number of years of credited service and present value of accumulated pension benefits as of December 31, 2018 under the nVent Management Company Supplemental Executive Retirement Plan (“SERP”) for Ms. Wozniak, the only Named Executive Officer eligible for the SERP. The SERP is described in detail following the table below. The disclosed benefit for Ms. Wozniak is an actuarial estimate only and does not necessarily reflect the actual amounts that will be paid to Ms. Wozniak, which will only be known at the time that she becomes eligible for payment.

Name     Plan Name     Number of
Years
Credited
Service
(#)(1)
     Present Value
of Accumulated
Benefit
($)(2)
     Payments
During Last
Fiscal Year
($)
Beth A. WozniakSERP3786,718
(1)

Includes years of credited service with Pentair prior to the Separation.

(2)

SERP benefits are payable following retirement at age 55 or later in the form of an annuity. The actuarial present values above were calculated using the following methods and assumptions:

SERP present values were based on the accrued benefit payable at age 65 and were calculated as of December 31, 2018.
Present values for the SERP are based on a 180-month-certain only annuity.
The present value of SERP benefits as of December 31, 2018 was calculated assuming a 4.25 interest rate.

The actual amount of pension benefits ultimately paid to Ms. Wozniak may vary based on a number of factors, including differences from the assumptions used to calculate the amounts.

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The nVent Management Company Supplemental Executive Retirement and Restoration Plan

The SERP is an unfunded, nonqualified defined benefit pension plan. The only employees that are eligible to participate in the SERP are those who were participating in Pentair’s Supplemental Executive Retirement Plan at the time of the Separation. Benefits under the SERP vest upon the completion of five years of benefit service (which is all service at Pentair and nVent following initial participation in Pentair’s plan). As of the date of this Proxy Statement, Ms. Wozniak, the only Named Executive Officer eligible for the SERP, was not fully vested in her SERP benefit.

Benefits under the SERP are based upon the number of an employee’s years of service following initial participation in Pentair’s plan and the highest average earnings for a five calendar-year period (ending with retirement). Compensation covered by the SERP for Ms. Wozniak equals the amounts set forth in the “Salary” column under “Executive Compensation Tables-Summary Compensation Table” and 2018 incentive compensation paid under the MIP in March 2019 set forth in the “Non-Equity Incentive Plan Compensation” column under “Executive Compensation Tables-Summary Compensation Table.”

Benefits under the SERP are calculated as:

final average compensation as defined above; multiplied by
benefit service percentage, which equals 15% multiplied by years of benefit service.

Nonqualified Deferred Compensation Table

The following table sets forth the contributions, earnings, distributions and 2018 year-end balances for each of the Named Executive Officers under our Sidekick Plan described under “Compensation Discussion and Analysis – Retirement and Other Benefits – Deferred Compensation.” Contributions we make to the Sidekick Plan are intended to make up for contributions to our qualified retirement plan (which, for 2018, was the Pentair RSIP), including our matching contributions, for cash compensation above the maximum imposed by the Code, which was $275,000 in 2018. Because the Code does not permit contributions on amounts in excess of that limit under a tax-qualified plan, the Sidekick Plan is designed to permit matching contributions on compensation in excess of the maximum imposed by the Code. We make these matching contributions to the Sidekick Plan on amounts in excess of the maximum imposed by the Code, but below the $700,000 compensation limit contained in our Sidekick Plan (such contributions by a Named Executive Officer, “Covered Sidekick Compensation”).

Name     Executive
Contributions
in 2018
($)(1)
     Registrant
Contributions
in 2018
($)(2)
     Aggregate
Earnings/(Loss)
in 2018
($)(3)
     Aggregate
Withdrawals/
Distributions
in 2018
($)
     Aggregate
Balance at
December 31, 2018
($)(4)
Beth A. Wozniak28,29221,500(29,586)274,859
Stacy P. McMahan25,2083,750(2,384)31,648
Jon D. Lammers107,813(10,130)97,683
Thomas F. Pettit109,64914,114(84,393)(79,165)802,822
Lynnette R. Heath
(1)

Reflects the amount of cash compensation each Named Executive Officer deferred in 2018 under the Sidekick Plan. These amounts were previously reported in the “Salary” or “Non-Equity Incentive Compensation” column of the Summary Compensation Table for 2018.

(2)

Equals the total contributions we made in 2018 under the Sidekick Plan for each Named Executive Officer, which are included in the column labeled “All Other Compensation” above. For 2018, the total amount reflected matching contributions equal to one dollar for each dollar contributed up to 1% of Covered Sidekick Compensation, and 50 cents for each incremental dollar contributed on the next 5%, deferred in 2017 by each Named Executive Officer; we normally make matching contributions one year in arrears. For deferrals in 2018, the matching contributions will be equal to one dollar for each dollar contributed up to 5% of Covered Sidekick Compensation.

(3)

Reflects the amount of investment earnings realized by each Named Executive Officer on the investments chosen that are offered to participants in our Sidekick Plan, which are substantially the same as those offered in our RSIP Plan. Fidelity Investments Institutional Services Co. provides these investment vehicles for participants and handles all allocation and accounting services for these plans. We do not guarantee or subsidize any investment earnings in either Plan.

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(4)

Amounts deferred under the Sidekick Plan that have also been reported in the Summary Compensation Table for 2016 and 2017 for each Named Executive Officer are: Ms. Wozniak — $254,654; Ms. McMahan — $5,074; Mr. Lammers — $0; Mr. Pettit — $0; and Ms. Heath — $0. To the extent the amounts in this column are less than the amounts reported in the Summary Compensation Table since 2016, the difference is due to losses, withdrawals or distributions.

Potential Payments Upon Termination or Change in Control

Except for items described below, we have no agreements, arrangements, or plans that entitle executive officers to severance, perquisites, or other enhanced benefits upon termination of their employment; any such payments or benefits would be at the discretion of the Compensation Committee.

Change in Control Agreements

We have entered into agreements with certain key corporate executives and segment presidents, including all Named Executive Officers, that provide for contingent benefits upon a change in control. These agreements are intended to provide for continuity of management upon a completed or threatened change in control. The agreements provide that covered executive officers could be entitled to certain severance or other benefits following a change in control. If, following such a change in control, the executive officer is involuntarily terminated, other than for disability or for cause, or if such executive officer terminates his or her employment for conditions that constitute good reason, then the executive officer is entitled to certain severance payments. As previously disclosed, we have adopted a policy of not including automatic single trigger change in control vesting and excise tax gross-ups.

Under these agreements, “cause” means:

engaging in intentional conduct that causes us demonstrable and serious financial injury;
conviction of a felony; or
continuing willful and unreasonable refusal by an officer to perform his or her duties or responsibilities.

Under these agreements, “good reason” means:

a breach of the agreement by us;
any reduction in an officer’s base salary, percentage of base salary available as incentive compensation or bonus opportunity or benefits, or grant date fair value of annual equity-based awards;
an officer’s removal from, or any failure to reelect or reappoint him or her to serve in, any of the positions held with us on the date of the change in control or any other positions to which he or she is thereafter elected, appointed or assigned, except in the event that such removal or failure to reelect or reappoint relates to our termination of an officer’s employment for cause or by reason of disability;
a good faith determination by an officer that there has been a material adverse change in his or her working conditions or status relative to the most favorable working conditions or status in effect during the 180-day period prior to the change in control, or, to the extent more favorable to him or her, those in effect at any time while employed after the change in control, including a significant change in the nature or scope of his or her authority, powers, functions, duties or responsibilities or a significant reduction in the level of support services, staff, secretarial and other assistance, office space and accoutrements, but in each case excluding for this purpose an isolated, insubstantial and inadvertent event not occurring in bad faith that we remedy within 10 days after receipt of written notice;

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relocation of an officer’s principal place of employment to a location more than 50 miles from his or her principal place of employment on the date 180 days prior to the change in control;
imposition of a requirement that an officer travel on business 20% in excess of the average number of days per month he or she was required to travel during the 180-day period prior to the change in control; or
our failure to cause a successor to assume an officer’s agreement.

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Under these agreements, a “change in control” is deemed to have occurred if:

any person is or becomes the beneficial owner of securities representing 30% or more of our outstanding ordinary shares or combined voting power;
a majority of the Board changes in a manner that has not been approved by at least two-thirds of the incumbent directors or successor directors nominated by at least two-thirds of the incumbent directors;
we consummate a merger, consolidation or share exchange with any other entity (or the issuance of voting securities in connection with a merger, consolidation or share exchange) which our shareholders have approved and in which our shareholders control less than 50% of combined voting power after the merger, consolidation or share exchange; or
we consummate a plan of complete liquidation or dissolution or an agreement for the sale or disposition of all or substantially all of our assets which our shareholders have approved.

The benefits under the change in control agreements that could be triggered by a covered termination (which includes termination of the executive by us other than for death, disability or cause or by the executive for good reason) in connection with such a change in control include:

severance payable upon termination in an amount equal to 200% of annual base salary plus the greatest of the executive’s target bonus for the year of termination, the actual bonus paid with respect to the year prior to the change in control, or the actual bonus paid in the year prior to the change in control;
replacement coverage for Company-provided group medical, dental and life insurance policies for up to two years;
the cost of an executive search agency not to exceed 10% of the executive’s annual base salary;
for Ms. Wozniak only, the accelerated accrual and vesting of benefits under the SERP and up to three additional years of service can be credited, up to a maximum of seven years of service;
up to $15,000 in fees and expenses of consultants and legal or accounting advisors; and
all equity-based and cash incentive awards granted prior to the change in control will be subject to the terms of the incentive plan under which they were granted (including accelerated vesting, if provided for in the applicable plan), and all equity-based and cash incentive awards granted on or after the change in control will vest or be earned in full upon such termination.

In the case of each Named Executive Officer, the agreement also requires the executive to devote his or her best efforts to us or our successor during the two-year period following the change in control, to maintain the confidentiality of our information during and following employment and to refrain from competitive activities for a period of one year following termination of employment with us or our successor.

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Change in Control and Termination Provisions of the Omnibus Incentive Plan

Change in Control Provisions

The nVent Electric plc 2018 Omnibus Incentive Plan (the “Omnibus Plan”) provides that, upon a change in control:

all outstanding options, restricted stock and restricted stock units that are not performance awards are immediately vested;
all outstanding performance awards (other than annual incentive awards) are paid in full based on performance at the better of target or trend; and
all outstanding annual incentive awards are paid based on full satisfaction of the performance goals.

Termination Provisions

Retirement. If a Board-appointed corporate officer, including any of the Named Executive Officers, terminates employment in a retirement with at least 10 years of service, the Omnibus Plan provides as follows:

If the retirement is prior to age 60: unvested options vest pro-rata; restricted stock and restricted stock units (that are not performance awards or for which any performance goals have been satisfied) vest pro rata; and performance awards are paid on a pro rata basis based on target performance; or

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If the retirement is after age 60: options continue to vest and remain outstanding until the earlier of the option’s expiration date and the fifth anniversary of the date of retirement; restricted stock and restricted stock units (that are not performance awards or for which any performance goals have been satisfied) vest in full; and performance awards are paid in full based on actual performance.
Death or Disability. If any of the Named Executive Officers terminates employment as a result of death or disability, the Omnibus Plan provides that options, restricted stock and restricted stock units are immediately vested; and performance awards are paid in full based on actual performance.
Termination Without Cause or for Good Reason. If any of the Named Executive Officers terminates employment in an involuntary termination for a reason other than cause, death or disability, or in a voluntarily termination for good reason, then the employee’s outstanding awards under the Omnibus Plan will be eligible for continued or accelerated vesting, as described below. A termination of employment under these circumstances is referred to in the Omnibus Plan as a “Covered Termination.” For a Named Executive Officer’s termination to be considered a Covered Termination, the officer must execute a general release in a form and manner determined by us. Upon a Covered Termination, the Omnibus Plan provides that awards held by a Board-appointed corporate officer, including such a Named Executive Officer, will be treated as follows:
Stock options will remain outstanding, and will continue to vest in accordance with their terms as if the officer had remained in employment, until the earlier of the expiration date of the stock option and the fifth anniversary of the covered termination.
Restricted stock and restricted stock units (that are not performance awards or for which any performance goals have been satisfied) will vest in full.
Performance awards, including performance share units, will be paid following the end of the performance period based on achievement of the performance goals established for the awards as if the employee had not experienced a covered termination.

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Under the Omnibus Plan, the term “cause” means an act or omission by the officer as is determined by the Plan administrator to constitute cause for termination, including but not limited to any of the following:

a material violation of any company policy;
embezzlement from, or theft of property belonging to, us or any of our affiliates;
willful failure to perform, or gross negligence in the performance of, or failure to perform, assigned duties; or
other intentional misconduct, whether related to employment or otherwise, which has, or has the potential to have, a material adverse effect on our business.

Under the Omnibus Plan, the term “good reason” means:

any material breach by us of the terms of any employment agreement;
any reduction in base salary or percentage of base salary available as incentive compensation or bonus opportunity;
a good faith determination by the officer that there has been a material adverse change in the officer’s working conditions or status; or
a relocation of the principal place of employment to a location more than 50 miles.

For an event to constitute good reason, we must receive written notice and an opportunity to cure.

Benefits pursuant to these incentive plans are generally applicable to all other participants who meet the requisite criteria as well as to the Named Executive Officers.

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Quantification of Compensation Payable upon a Change in Control or Termination of Employment

The amounts each Named Executive Officer would receive upon a termination as a result of a Covered Termination, a qualifying retirement with 10 years of service, death or disability, in each case in the absence of a change in control, is shown below. As required by the Securities and Exchange Commission rules, the amounts shown assume that such termination was effective as of December 31, 2018,2021, and thus are estimates of the amounts that would actually be received. The actual amounts to be received can only be determined in connection with the termination event. As indicated in the table below, the only benefits the Named Executive Officer would be entitled to receive upon a termination as a result of a Covered Termination, a qualifying retirement with 10 years of service, death or disability, in each case in the absence of a change in control, relate to accelerated vesting or payment of long-term incentive awards under our Omnibus Plan. Any severance, perquisites, or other enhanced benefits upon termination of employment in the absence of a change in control would be at the discretion of the Compensation Committee.

Executive     Stock Option
Vesting(1)
($)
     Restricted Stock
Unit Vesting(1)
($)
     Performance Share
Unit Vesting(2)
($)
     Total
($)
 Severance(1)
($)
 Medical
Continuation(1)
($)
 Outplacement(1)
($)
 Stock Option
Vesting(2)
($)
 Restricted
Stock Unit
Vesting(2)
($)
 Performance
Share Unit
Vesting(2) (3)
($)
 Total – Involuntary
Termination
Without Cause
($)
 Total –
Retirement, Death,
Disability
($)
Beth A. Wozniak387,7081,585,8561,240,8933,214,457   3,986,100    25,440   50,000   5,021,588   6,619,790   5,678,492   21,381,410   17,319,870
Stacy P. McMahan665,849387,7721,053,621
Sara E. Zawoyski 1,286,250 27,252 49,000 1,107,619 2,201,872 1,523,382 6,195,375 4,832,873
Jon D. Lammers373,353265,904639,257 1,241,850 26,712 48,700 912,783 1,368,988 914,052 4,513,085 3,195,823
Thomas F. Pettit25,558838,028110,795974,381
Joseph A. Ruzynski 1,202,250 26,712 45,800 812,244 1,046,140 926,174 4,059,320 2,784,558
Lynnette R. Heath676,742199,422876,164 1,058,250 27,252 41,500 646,829 895,698 731,234 3,400,763 2,273,761
(1)These benefits are only payable upon an involuntary termination without cause, and would not be paid as a result of a termination due to death, disability or retirement.
(2)None of the restricted stock units, performance share units or options would vest upon a retirement prior to 10 years of service and only a pro rata portion of the restricted stock units, performance share units and options would vest upon a retirement with 10 years of service prior to age 60.
(2)(3)The amount shown assumes target performance. The actual amountamounts paid is determined on the basis of actual performance through the end of the applicable performance period.

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The table below shows the amount of compensation payable to each Named Executive Officer upon (1) a change in control without a termination of employment or (2) a change in control followed by a termination of employment (a) by us, other than for death, disability or cause or (b) by the executive for good reason. The amounts shown assume that such termination was effective as of December 31, 2018.2021. The actual amounts to be paid out can only be determined in connection with a change in control or termination following a change in control.

 Cash
Termination
Payment(1)
($)
 Stock
Option
Vesting(2)
($)
 Restricted
Stock Unit
Vesting(2)
($)
 Performance
Share Unit
Vesting(2)
($)
 

SERP &
Related
Pension(1)
($)

 

Annual
Incentive
Award(2)
($)

 Outplacement(1)
($)
 Legal &
Accounting
Advisors(1)
($)
 

Medical,
Dental,
Life
Insurance(1)

($)

 Total:
Change
in
Control(3)
($)
 Total:
Change
in Control
Followed by
Termination(3)
($)
Beth A.
Wozniak3,173,180387,7081,585,8561,240,8931,172,309766,59050,00015,00030,0543,981,0478,421,590
Stacy P.
McMahan1,750,000665,849387,772375,00050,00015,00040,2541,428,6213,283,875
Jon D.
Lammers1,485,000373,353265,904292,50045,00015,00039,360931,7572,516,117
Thomas F.
Pettit1,155,00025,558838,028110,795192,50038,50015,00039,5811,166,8812,414,962
Lynnette R.
Heath1,237,500676,742199,422 243,75037,50015,00039,522 1,119,9142,449,436
  Cash
Termination
Payment(1)
($)
 Stock
Option
Vesting(2)
($)
 Restricted
Stock Unit
Vesting(2)
($)
 Performance
Share Unit
Vesting(2)
($)
 SERP &
Related
Pension(1)
($)
 Annual
Incentive
Award(2)
($)
 Outplacement
($)(1)
 Legal &
Accounting
Advisors(1)
($)
 Medical,
Dental,
Life
Insurance(1)
($)
 Total:
Change
in
Control(3)
($)
 Total:
Change
in Control
Followed by
Termination(3)
($)
Beth A. Wozniak   3,986,100   5,021,588   6,619,790   5,678,492   324,535   1,066,050   50,000   15,000   37,987   18,385,920   22,799,542
Sara E. Zawoyski 1,715,000 1,107,619 2,201,872 1,523,382  367,500 49,000 15,000 54,313 5,200,373 7,033,686
Jon D. Lammers 1,655,800 912,783 1,368,988 914,052  340,900 48,700 15,000 56,567 3,536,723 5,312,790
Joseph A. Ruzynski 1,603,000 812,244 1,046,140 926,174  343,500 45,800 15,000 56,227 3,128,058 4,848,086
Lynnette R. Heath 1,411,000 646,829 895,698 731,234  290,500 41,500 15,000 53,628 2,564,261 4,085,388
(1)TriggeredThese benefits are payable only upon a termination of the executive officerofficer’s employment by us other than for death, disability or cause, or by the executive for good reason, in either case within two years after a change in control.
(2)TriggeredThese benefits are payable solely upon a change in control under our 2018 Omnibus Incentive Plan. The amount shown for performance share unitsunder Performance Share Unit Vesting and the annual incentive awardAnnual Incentive Award assumes target performance, and the amount shown for performance share unitsunder Performance Share Unit Vesting includes the balance of any dividend equivalent units (rounded down to the nearest whole share).
(3)Each Named Executive Officer’s change in control agreement provides that, if excise taxes would otherwise be imposed in connection with payments received upon a change in control, then the amount of such payments will either be cut back to a level below the level that would trigger the imposition of the excise taxes, or be paid in full and subject to the excise taxes, whichever results in the better after-tax result to the executive officer.

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The amounts in the two tables above assume, to the extent applicable, that:

our ordinary shares were valued at $22.46,$38.00, the closing market price for our ordinary shares on the last trading day of 2018;2021;
outplacement services fees are $50,000 or 10% of annual base salary, whichever is less;
legal and accounting advisor fees are the maximum possible under the change in control agreements for each executive officer; and
medical, dental and life insurance coverage will continue until two years after a change in control, in each case at the current cost per year for each executive.

Pay Ratio

We are notAs required to include a pay ratio disclosure underby Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, inwe are providing the following information about the ratio of the median annual total compensation of our employees and the annual total compensation of our Chief Executive Officer.

For the year ended December 31, 2021:

The median of the annual total compensation of all employees of our company (other than our Chief Executive Officer) was reasonably estimated to be $57,468; and
The annual total compensation of our Chief Executive Officer was $10,651,343.

2022 Proxy Statement63

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Executive Compensation Tables

Based on this Proxy Statement since we first became publicly traded during 2018. We expectinformation, the ratio of the annual total compensation of our Chief Executive Officer to include our firstthe median of the annual total compensation of all other employees is estimated to be 185 to 1. This pay ratio disclosureis a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K.

To identify our proxy statementmedian employee, we began by considering each of the 9,277 individuals employed by us worldwide on November 1, 2021, excluding, as permitted by Item 402(u) or Regulation S-K, approximately 589 employees of CIS Global, which we acquired in July 2021. We then calculated the target cash compensation (which we define as base salary or wages plus target cash bonus) for the included individuals for 2021 to identify our 2020 Annual General Meetingmedian employee. To calculate the target cash compensation for any employee that we paid in currency other than U.S. Dollars, we applied the applicable foreign exchange rate in effect on November 1, 2021 to convert such foreign employee’s target cash compensation into U.S. Dollars. Once we identified our median employee, we added together all of Shareholders.the elements of such employee’s compensation for 2021 in the same way that we calculate the annual total compensation of our Named Executive Officers in the Summary Compensation Table.

Risk Considerations in Compensation Decisions

The Compensation and Human Capital Committee believes that paying for performance is an important part of its compensation philosophy, but recognizes the risk that incentivizing specific measures of performance may pose to the performance of our company as a whole if personnel were to act in ways designed primarily to maximize their compensation. Therefore, the Committee conducts an annual assessment of potential risks arising from its compensation programs and policies applicable to all employees. In its December 20182021 assessment, the Committee noted the following considerations, among others:

the oversight of the Committee and management, including the ability to recapture compensation earned due to financial misstatements or misconduct under our clawback policy
the balance of our fixed and variable pay, cash and equity, short- and long-term incentives, and corporate, segment and individual performance goals
���the balance in our compensation programs between the achievement of short-term objectives and longer-term value creation
our use of multiple performance measures under our incentive compensation programs, and performance curves that require achievement of a minimum level of performance before receiving any incentive payout
capped payouts under our incentive programs
our stock ownership guidelines promote the alignment of officer and shareholder interest and encourage behaviors that have a positive influence on stock price appreciation and total shareholder return

Based on its assessment, the Committee concluded that the risks arising from our compensation programs and policies are not reasonably likely to have a material adverse effect on our company. The Committee will continue to assess our compensation programs to align employee interests with those of long-term shareholder interests.

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Proposal
3

 

Recommend, by Non-Binding Advisory Vote, the Frequency of Advisory Votes on the Compensation of Named Executive Officers

The Board recommends a vote ofONE YEAR on frequency of future advisory votes on compensation of Named Executive Officers

Section 14A of the Securities Exchange Act of 1934 requires that, every six years, we provide shareholders with a vote on how frequently we will submit the non-binding advisory vote on compensation of our Named Executive Officers (the “say on pay” vote) to our shareholders in the future.

Our Board recommends that shareholders approve holding a say on pay vote every year (an annual vote) because we believe that an annual vote will promote best governance practices and facilitate our Compensation Committee’s and our senior management’s consideration of the views of our shareholders in structuring our compensation programs for our Named Executive Officers. We believe that an annual vote will provide our Compensation Committee and our senior management with more direct input on, and reactions to, our current compensation practices, and better allow our Compensation Committee and our senior management to measure how they have responded to the prior year’s vote.

For the reasons discussed above, our Board recommends that shareholders vote in favor of holding an advisory say on pay vote on executive compensation at our annual meeting of shareholders every year. In voting on this non-binding advisory vote on the frequency of the say on pay vote, shareholders should be aware that they are not voting “for” or “against” the Board’s recommendation to vote for a frequency of every year. Rather, shareholders will be casting votes to recommend a say on pay vote frequency which may be every one, two or three years.

Additionally, although the outcome of this advisory vote on the frequency of future say on pay votes is non-binding, our Board will review and consider the outcome of this vote when making determinations as to when the say on pay vote will again be submitted to shareholders for approval at an annual meeting of shareholders.

The text of the resolution in respect of Proposal 3 is as follows:

IT IS RESOLVED, that, on a non-binding, advisory basis, the shareholders recommend, whether a vote to approve the compensation of the Company’s Named Executive Officers should occur every one, two or three years.”

Vote Requirement

The option, if any, for the frequency of future advisory votes on the compensation of the Named Executive Officers that receives the affirmative vote of a majority of the votes cast in person or by proxy at the Annual General Meeting will be the frequency approved by the shareholders. If less than a majority of the votes are cast for any frequency, then the shareholders will be deemed to have approved the frequency receiving the greatest number of votes.

Each of the Board and the Compensation and Human Capital Committee recommends a vote ofONE YEARonFOR the frequencyapproval of advisory votes on the compensation of the Named Executive Officers.

64nVent Electric plc

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Proposal
43

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 setSet the Auditor’s Remuneration

The Board recommends a voteFORthe ratification of the appointment of Deloitte & Touche LLP as the independent auditor of nVent Electric plc and the authorization of the Audit and Finance Committee to set the auditor’s remuneration

The Audit and Finance Committee has selected and appointed Deloitte & Touche LLP (“D&T”Deloitte”) to audit our financial statements for the fiscal year ending December 31, 2019. 2022. Deloitte has been engaged to serve as our independent auditor continuously since we became a public company in 2018. We believe that Deloitte’s knowledge of our company, industry expertise and global presence have enabled Deloitte to perform audits of our consolidated financial statements with effectiveness and efficiency. In selecting Deloitte to serve for the fiscal year ending December 31, 2022, our Audit and Finance Committee also considered the professional qualifications and experience of key members of Deloitte’s engagement team and Deloitte’s performance during its engagement for the fiscal year ended December 31, 2021, including the quality and efficiency of the services provided by Deloitte.

The Board, upon the recommendation of the Audit and Finance Committee, is asking our shareholders to ratify, by non-binding advisory vote, the appointment and to authorize, by binding vote, the Audit and Finance Committee of the Board of Directors to set the independent auditor’s remuneration. Although approval is not required by our Articles of Association or otherwise, the Board is submitting the appointment of D&TDeloitte to our shareholders because we value our shareholders’ views on our independent auditor. If the appointment of D&TDeloitte is not ratified by shareholders, it will be considered as notice to the Board and the Audit and Finance Committee to consider the selection of a different firm. Even if the appointment is ratified, the Audit and Finance Committee in its discretion may select a different independent auditor at any time during the year if it determines that such a change would be in the best interests of our Companycompany and our shareholders.

The Audit and Finance Committee is directly responsible for the appointment, compensation, retention and oversight of the independent auditor retained to audit our financial statements. The Audit and Finance Committee is also responsible for the audit fee negotiations associated with our retention of D&T.Deloitte.

Under current legal requirements, the lead or concurring audit partner for our company may not serve in that role for more than five consecutive fiscal years, and the Audit and Finance Committee ensures the regular rotation of the audit engagement team partners in accordance with those requirements. The Chair of the Audit and Finance Committee is actively involved in the selection process for the lead and concurring partners.

We expect that one or more representatives of D&TDeloitte will be present or available by audio link at the Annual General Meeting. Each of these representatives will have the opportunity to make a statement, if he or she desires, and is expected to be available to respond to any questions.

The resolution in respect of this Proposal 43 is an ordinary resolution. The text of the resolution in respect of Proposal 43 is as follows:

“IT IS RESOLVED,to ratify, on a non-binding, advisory basis, the appointment of Deloitte & Touche LLP as the independent auditor of nVent Electric plc and to authorize, in a binding vote, the Audit and Finance Committee of the Board of Directors to set the auditor’s remuneration.”

Vote Requirement

Ratification, by non-binding advisory vote, of the appointment of Deloitte & Touche LLP as the independent auditor of nVent Electric plc and the authorization, by binding vote, of the Audit and Finance Committee of the Board of Directors to set the auditor’s remuneration requires the affirmative vote of a majority of the votes cast in person or by proxy at the Annual General Meeting.

 
 Each of the Board and the Audit and Finance Committee recommends a voteFORthe ratification of the appointment of Deloitte & Touche LLP as the independent auditor of nVent Electric plc and the authorization of the Audit and Finance Committee to set the auditor’s remuneration.

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Proposal 3

Proposal 4

Audit and Finance Committee Pre-approval Policy

The Audit and Finance Committee reviews and approves the external auditor’s engagement and audit plan, including fees, scope, staffing and timing of work. In addition, the Audit and Finance Committee Charter limits the types of non-audit services that may be provided by the independent auditors.auditors to help ensure the independent auditor’s continued independence. Any permitted non-audit services to be performed by the independent auditors must be pre-approved by the Audit and Finance Committee after the Committee is advised of the nature of the engagement and particular services to be provided. The Audit and Finance Committee pre-approved audit fees and all permitted non-audit services of the independent auditor in 2018.2021. Responsibility for this pre-approval may be delegated to one or more members of the Audit and Finance Committee; all such approvals, however, must be disclosed to the Audit and Finance Committee at its next regularly scheduled meeting. The Audit and Finance Committee may not delegate authority for pre-approvals to management.

The Audit and Finance Committee has considered whether the non-audit services provided by Deloitte are compatible with maintaining Deloitte’s independence and, based on information provided by Deloitte, has concluded that Deloitte is independent.

Fees Paid to the Independent Auditors

We engaged D&T,Deloitte, Deloitte AG, Deloitte & Touche (Ireland) and the member firms of Deloitte Touche Tohmatsu and their respective affiliates (collectively, the “Deloitte Entities”) to provide various audit, audit-related, tax and other permitted non-audit services to us, following the Separation, during fiscal year 2018. Prior to the Separation, Pentair plc paid any audit, audit-related, tax, or other fees related to our business.years 2021 and 2020. The Audit and Finance Committee approved all fees paid to the Deloitte Entities and underlying services provided by the Deloitte Entities following the Separation.Entities. Their fees for these services were as follows (in thousands):

     2018     2017 2021    2020 
Audit fees(1)$4,775 $4,615  $4,025 
Audit-related fees(2)50  1,080   206 
Tax fees(3)      
Tax compliance and return preparation254  475   490 
Tax planning and advice378  570   435 
Total tax fees632  1,050   925 
All other fees  0   0 
Total$5,457 $6,740  $5,156 
(1)Consists of fees for audits of our consolidated annual financial statements and the effectiveness of internal controls over financial reporting, reviews of our quarterly financial statements, statutory audits, reviews of SEC filings, consents for registration statements and comfort letters in connection with securities offerings.
(2)Consists of fees for certain other attest services.
(3)Consists of fees for tax compliance and return preparation and tax planning and advice.

56     nVent Electric plcAll of the services described above were approved by the Audit and Finance Committee pursuant to policies and procedures that were established to comply with the SEC rules that require audit committee pre-approval of audit and non-audit services. On an ongoing basis, management communicates specific projects and categories of services for which prior approval of the Audit and Finance Committee is required. The Audit and Finance Committee reviews these requests and informs management and the independent auditor if the Audit and Finance Committee pre-approves the engagement of the independent auditor for such projects and services.


66nVent Electric plc

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Audit and Finance Committee Report

The role of the Audit and Finance Committee (the “Committee”) is to assist our Board in fulfilling its oversight responsibilities as they relate to:

The integrity of our financial statements and internal control over financial reporting;
Our compliance with ethics policies, and legal and regulatory requirements; and
Our independent auditor’s qualifications and independence.

The Committee also has responsibility for:

Preparing this report, which is required to be included in this proxy statement;
Selecting, retaining, compensating, overseeing and evaluating our independent auditors;
Providing assistance to our Board in its oversight of our guidelines and policies with respect to enterprise risk management;management and the reliability and security of the information technology and security systems we own or use in our business; and
Overseeing the performance of our internal audit function.

The Committee fulfills its responsibilities through periodic meetings with Deloitte & Touche LLP (“Deloitte”), our independent registered public accounting firm, and with our internal auditors and management. During 2021, the Committee met nine times. The Committee meets at least four times per year in executive session. The Committee also has periodic educational sessions on financial accounting and reporting matters.

Each member of the Committee is independent as defined under our independence criteria, NYSENew York Stock Exchange listing standards and Securities and Exchange Commission (“SEC”) rules. The Committee operates under a written charter that has been adopted by our Board and is reviewed by the Committee on a periodic basis. The Committee’s current charter is available on our website.

The Committee fulfills its responsibilities through periodic meetings with Deloitte & Touche LLP (“Deloitte”), our independent registered public accounting firm, and with our internal auditors and management. During 2018, the Committee met five times. The Committee meets at least four time per year in executive session. The Committee also has periodic educational sessions on financial accounting and reporting matters.

The Committee reviewed with both Deloitte and our internal auditors, and approved, their respective audit plans, audit scope, compensation and identification of audit risks. Further, the Committee reviewed and discussed with our management and Deloitte our audited financial statements and management’s and Deloitte’s evaluations of our internal control over financial reporting, as reported in our 20182021 Annual Report on Form 10-K, as well as our Irish statutory financial statements for the 20182021 fiscal year. The Committee discussed our interim financial information contained in each quarterly earnings announcement and each Quarterly Report on Form 10-Q with our management, including our Chief Financial Officer and Chief Accounting Officer, and Deloitte, prior to public release. The Committee also met with Deloitte to discuss the results of its reviews of our interim financial statements. Management has the responsibility for the preparation and integrity of our financial statements and internal control over financial reporting and Deloitte has the responsibility for the review or examinationsexamination thereof.

The Committee discussed and reviewed with Deloitte all matters required to be discussed by auditing standards generally accepted in the United Statesapplicable requirements of America, including those described in the Public Company Accounting Oversight Board Auditing Standard No. 1301, “Communications with Audit Committees,” and Rule 2-07 of SEC Regulation S-X.the SEC. The Committee received the written disclosures and the letter from Deloitte as required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent registered public accounting firm’s communications with the Committee concerning independence, and reaffirmed with Deloitte its independence.

The In addition, the Committee also considersis responsible for approval of the policyproposed audit fees and annually evaluates the reputation, qualifications and performance of Deloitte followsand its lead audit partner. Further, in conjunction with respect tothe mandated rotation of the independent auditor’s lead engagementaudit partner, at least every five years. Deloitte presents a short list of candidates to management. Management meetsthe Committee is directly involved with management in the candidatesinterview process and then selects a candidate to meet with the Committee. The Committee meets with the candidate to affirm the selection.new lead partner.

Based on the above-mentioned reviews and discussions with management, internal audit and Deloitte, the Committee recommended to our Board of Directors that our audited financial statements and management’s report on internal control over financial reporting be included in our 20182021 Annual Report on Form 10-K, for filing with the SEC. The Board has approved these inclusions.

Based on the reviews and evaluations described above,In addition, the Committee has re-appointed Deloitte as our independent auditors for 2019.2022.

THE AUDIT AND FINANCE COMMITTEE

Ronald L. Merriman,Chair
Susan M. Cameron
William T. MonahanNicola Palmer
Herbert K. Parker
Greg Scheu

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Proposal
4
Authorize the Board of Directors to Allot and Issue New Shares under Irish Law
The Board recommends a voteFOR the authorization of the Board of Directors to allot new shares under Irish law

Under Irish law, directors of an Irish public limited company must have authority from its shareholders to allot and issue any shares, including shares that are part of our company’s authorized but unissued share capital. Because the Board’s current authority will expire on April 30, 2023 (i.e., prior to the date on which the 2023 Annual General Meeting will likely be held), we are seeking to renew the Board’s authority to allot our authorized share capital on the terms set out below. This authority is fundamental to our business and enables us to issue shares, including, if applicable, in connection with funding acquisitions and raising capital.

We are presenting this Proposal 4 to renew the Board’s authority to issue up to a maximum of 33% of a company’s issued ordinary share capital as at March 18, 2022 (the latest practicable date before this Proxy Statement) and for such authority to expire 18 months from the passing of this resolution, unless otherwise varied, revoked or renewed. Accordingly, we expect to propose renewal of this authorization at subsequent annual general meetings.

Granting the Board this authority is a routine matter for public limited companies incorporated in Ireland and is consistent with Irish market practice. This authority is fundamental to our business and enables us to issue shares, including, if applicable, in connection with financing acquisitions and raising capital. We are not asking you to approve an increase in our authorized share capital or to approve a specific issuance of shares. Instead, approval of this proposal will only grant the Board of Directors the authority to allot shares upon the terms below. In addition, we note that, because we are an NYSE-listed company, our shareholders continue to benefit from the protections afforded to them under the rules and regulations of the NYSE and SEC, including those rules that limit our ability to issue shares in specified circumstances. Furthermore, we note that this authorization is required as a matter of Irish law only and is not otherwise required for other U.S. companies listed on the NYSE. Accordingly, approval of this resolution would merely place us on par with NYSE-listed companies incorporated in the United States.

As required under Irish law, the resolution in respect of this Proposal 4 is an ordinary resolution. The text of the resolution in respect of Proposal 4 is as follows:

“IT IS RESOLVED, that, the Board of Directors be and is generally and unconditionally authorized with effect from the passing of this resolution to exercise all powers of the Company to allot relevant securities (as defined in Section 1021 of the Companies Act 2014) in an amount up to an aggregate nominal amount of $548,920.45 (equivalent to 54,892,045 ordinary shares), being equivalent to approximately 33% of the aggregate nominal value of the issued ordinary share capital of the Company as of March 18, 2022 (the latest practicable date before this Proxy Statement), and the authority conferred by this resolution shall expire eighteen months from the passing of this resolution, unless previously renewed, varied or revoked; provided that the Company may make an offer or agreement before the expiry of this authority, which would or might require any such securities to be allotted after this authority has expired, and in that case, the Directors may allot relevant securities in pursuance of any such offer or agreement as if the authority conferred hereby had not expired.”

Vote Requirement

Authorization of the Board of Directors to allot new shares under Irish law requires the affirmative vote of a majority of the votes cast in person or by proxy at the Annual General Meeting.

 
 The Board recommends a vote FORthe authorization of the Board of Directors to allot new shares under Irish law.

68nVent Electric plc

Proposal
5
5Authorize the Board of Directors to Opt Out of Statutory Preemption Rights under Irish Law
The Board recommends a vote FOR authorization of the Board of Directors to opt out of statutory preemption rights under Irish law

Under Irish law, unless otherwise authorized, certain statutory preemption rights apply automatically in favor of shareholders where shares are to be issued for cash. Under these statutory preemption rights, shares issued for cash must first be offered on the same or more favorable terms to existing shareholders of our company on a pro rata basis before the shares can be issued. Because the Board’s current authority to opt out of these statutory preemption rights will expire on April 30, 2023 (i.e., prior to the date on which the 2023 Annual General Meeting will likely be held), we are seeking to renew the Board’s authority to opt out of the statutory preemption rights on the terms set out below. The statutory preemption rights do not apply where shares are issued for non-cash consideration (such as in a stock-for-stock acquisition) and do not apply to the issue of non-equity shares (that is, shares that have the right to participate only up to a specified amount in any income or capital distribution) or where shares are issued pursuant to an employee option or similar equity plan.

We are presenting this Proposal 5 to renew the Board’s authority to opt-out of the statutory preemption rights provision in the event of (1) the issuance of shares in connection with any rights issue and (2) the issuance of shares for cash, if the issuance is limited to up to 5% of a company’s issued ordinary share capital as at March 18, 2022 (the latest practicable date before this Proxy Statement) (with the possibility of issuing up to an additional 5% of the company’s issued ordinary share capital as at March 18, 2022 provided the company uses it only in connection with an acquisition or specified capital investment which is announced contemporaneously with the issuance, or which has taken place in the preceding 6-month period and is disclosed in the announcement of the issue) bringing the total acceptable limit to 10% of the company’s issued ordinary share capital as at March 18, 2022 and, provided further that, in each case, such authority will be limited to a period expiring 18 months from the passing of this resolution, unless otherwise varied, renewed or revoked. Accordingly, we expect to propose renewal of this authorization at subsequent annual general meetings.

Granting the Board this authority is a routine matter for public limited companies incorporated in Ireland and is consistent with Irish customary practice. Similar to the authorization sought for Proposal 4, this authority is fundamental to our business and, if applicable, will facilitate our ability to fund acquisitions and otherwise raise capital. We are not asking you to approve an increase in our authorized share capital. Instead, approval of this proposal will only grant the Board the authority to issue shares upon the terms below. Without this authorization, in each case where we issue shares for cash, we would first have to offer those shares on the same or more favorable terms to all of our existing shareholders. This requirement could cause delays in the completion of acquisitions and capital raising for our business. Furthermore, we note that this authorization is required as a matter of Irish law and is not otherwise required for U.S. companies listed on the NYSE. In addition, under Irish law, the Board will only be authorized to opt out of preemption rights if it is authorized to issue shares, which authority is being sought in Proposal 4. Accordingly, approval of this resolution would merely place us on par with NYSE-listed companies incorporated in the United States.

As required under Irish law, the resolution in respect of this Proposal 5 is a special resolution. The text of the resolution with respect to Proposal 5 is as follows:

“IT IS RESOLVED, as a special resolution, that, subject to the passing of the resolution in respect of Proposal 4 as set out above and with effect from the passing of this resolution, the directors be and are hereby empowered pursuant to Section 1023 of the Companies Act 2014 to allot equity securities (as defined in Section 1023 of that Act) for cash, pursuant to the authority conferred by Proposal 4 as if sub-section (1) of Section 1022 of that Act did not apply to any such allotment, provided that this power shall be limited to:

1.the allotment of equity securities in connection with a rights issue or other preemptive issue in favor of the holders of ordinary shares (including rights to subscribe for, or convert into, ordinary shares) where the equity securities respectively attributable to the interests of such holders are proportional (as nearly as may be) to the respective numbers of ordinary shares held by them (but subject to such exclusions or other arrangements as the Board may deem necessary or expedient to deal with fractional entitlements that would otherwise arise, or with legal or practical problems under the laws of, or the requirements of any recognized regulatory body or any stock exchange in any territory, or otherwise); and

2022 Proxy Statement69

Proposal 5

2.the allotment (other than pursuant to sub-paragraph (a) above) of equity securities up to an aggregate nominal value of $166,339.53 (equivalent to 16,633,953 ordinary shares) (being equivalent to approximately 10% of the aggregate nominal value of the issued ordinary share capital of the Company as of March 18, 2022 (the latest practicable date before this Proxy Statement)), provided that any amount above $83,169.77 (equivalent to 8,316,977 ordinary shares) (being equivalent to approximately 5% of the aggregate nominal value of the issued ordinary share capital of the Company as of March 18, 2022) is to be used only for the purpose of an acquisition or a specific capital investment, and the authority conferred by this resolution shall expire 18 months from the passing of this resolution, unless previously renewed, varied or revoked; provided that the Company may make an offer or agreement before the expiry of this authority, which would or might require any such securities to be allotted after this authority has expired, and in that case, the Board may allot equity securities in pursuance of any such offer or agreement as if the authority conferred hereby had not expired.”

Vote Requirement

Authorization of the Board of Directors to opt out of statutory preemption rights under Irish law requires the affirmative vote of not less than 75% of the votes cast in person or by proxy at the Annual General Meeting.

 The Board recommends a vote FOR the authorization of the Board of Directors to opt out of statutory preemption rights under Irish law.

70nVent Electric plc

Proposal
6
Authorize the Price Range at which nVent Electric plc canCan Re-allot Shares it Holds as Treasury Shares Underunder Irish Law

The Board recommends a voteFORthe authorization of the price range at which nVent Electric plc can re-allot shares it holds as treasury shares under Irish law

Our historical open-market share repurchases (redemptions) and other share buyback activities, all effected by way of redemption in accordance with our Articles of Association, may result in ordinary shares being acquired and held by us as treasury shares. We may re-allot treasury shares that we acquire through our various share buyback activities in connection with our employee compensation programs.

Under Irish law, our shareholders must authorize the price range at which we may re-allot any shares held in treasury. In this proposal, that price range is expressed as a minimum and maximum percentage of the prevailing market price (as defined below). Under Irish law, this authorization will expire after eighteen months unless renewed. Accordingly, we expect to propose renewal of this authorization at subsequent Annual General Meetings.

The authority being sought from shareholders provides that the minimum and maximum prices at which an ordinary share held in treasury may be re-allotted are 95% (or nominal value where the re-allotment of treasury shares is required to satisfy an obligation under any employee or director share or option plan or any share incentive plan operated by nVent Electric plc) and 120%, respectively, of the average closing price per ordinary share, as reported on the New York Stock Exchange, for the 30 trading days immediately preceding the proposed date of re-allotment. Any re-allotment of treasury shares will be at price levels that the Board considers in the best interests of our shareholders.

The resolution in respect of this Proposal 56 is a special resolution. The text of the resolution in respect of Proposal 56 is as follows:

IT IS RESOLVED,, as a special resolution, that for the purposes of section 1078 of the Companies Act 2014, the re-allotment price range at which any treasury shares (as defined by section 106 of the Companies Act 2014) for the time being held by nVent Electric plc may be re-allotted off-market shall be as follows:

1.the maximum price at which a treasury share may be re-allotted off-market shall be an amount equal to 120% of the ‘market price.’
2.the minimum price at which a treasury share may be re-allotted off-market shall be the nominal value of the share where such a share is required to satisfy an obligation under any employee or director share or option plan or any share incentive plan operated by nVent Electric plc or, in all other cases, not less than 95% of the ‘market price.’
3.for the purposes of this resolution, the ‘market price’ shall mean the average closing price per ordinary share of nVent Electric plc, as reported on the New York Stock Exchange, for the 30 trading days immediately preceding the day on which the relevant share is re-allotted.

FURTHER RESOLVED,, that this authority to re-allot treasury shares shall expire on the date 18 months from the date of the passing of this resolution unless previously varied, revoked or renewed in accordance with the provisions of sections 109 and/or 1078 (as applicable) of the Companies Act 2014 (and/or any corresponding provision of any amended or replacement legislation) and is without prejudice or limitation to any other authority of the Company to re-allot treasury shares on-market.”

Vote Requirement

Authorization of the price range at which nVent Electric plc can re-allot shares it holds as treasury shares under Irish law requires the affirmative vote of not less than 75% of the votes cast in person or by proxy at the Annual General Meeting.

 
 The Board recommends a voteFORthe authorization of the price range at which nVent Electric plc can re-allot shares it holds as treasury shares under Irish law.

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Security Ownership

The following table contains information concerning the beneficial ownership of our ordinary shares as of March 15, 2019,18, 2022, by each director and nominee to become a director, by each executive officer listed in the Summary Compensation Table, and by all directors, director nominees and executive officers as a group. Based on filings with the SEC, the following table also contains information concerning each person we know who beneficially owned more than 5% of our ordinary shares as of December 31, 2018.2021.

Name of Beneficial Owner     Ordinary
Shares
(1)
     Share
Units(2)
     Right to
Acquire within
60 days
     ESOP
Stock
(3)
     Total     % of
Class(4)
 Ordinary
Shares(1)
 Share
Units(2)
 Right to
Acquire within
60 days
 ESOP
Stock(3)
 Total % of
Class(4)
Brian M. Baldwin(5)5,1305,130
Jerry W. Burris24,44342,04766,490 35,491  27,608  63,099 
Susan M. Cameron1485,1305,278 10,554  5,591  16,145 
Michael L. Ducker5,1305,130 17,048  5,591  22,639 
Lynnette R. Heath1,2767,4358,711 22,796 11,745 78,260  112,801 
David H. Y. Ho10,86625,39936,265
Randall J. Hogan634,8871,712,7242,3512,349,9621.3% 676,001  835,398 2,403 1,513,802 
Jon D. Lammers1,2649,91311,177 29,009  119,873  148,882 
Stacy P. McMahan2,47714,45716,934
Ronald L. Merriman20,48844542,04762,980 37,652 484 27,608  65,744 
William T. Monahan41,32913,45042,04796,826
Danita K. Ostling      
Nicola Palmer 5,359  5,591  10,950 
Herbert K. Parker5,1305,130 17,409  5,591  23,000 
Thomas F. Pettit17,41016,58513834,133
Joseph A. Ruzynski 26,849 3,645 101,726 938 133,158 
Greg Scheu   5,591  5,591 
Beth A. Wozniak20,02796,133129116,289 81,439 100,876 687,691 140 870,146 
Directors, nominees and executive officers as a group (18)794,43213 ,8962,109,6694,5462,922,5431.6%
Trian Fund Management, L.P.(6)17,557,86816,24917,574,1179.9%
BlackRock, Inc.(7)15,160,69615,160,6968.5%
The Vanguard Group(8)14,808,65014,808,6508.3%
State Street Corporation(9)13,189,15813,189,1587.4%
Jacqueline Wright 6,703  5,591  12,294 
Sara E. Zawoyski 42,217 17,484 116,076 562 176,339 
Directors, nominees and executive officers as a group (19) 1,062,085 144,526 2,279,690 5,201 3,491,502 2.1%
The Vanguard Group(5) 17,497,726    17,497,726 10.5%
BlackRock, Inc.(6) 14,004,368    14,004,368 8.4%
American Century Investment Management, Inc.(7) 9,591,776    9,591,776 5.8%
(1)Unless otherwise noted, all shares are held either directly or indirectly by individuals possessing sole voting and investment power with respect to such shares. Beneficial ownership of an immaterial number of shares held by spouses or trusts has been disclaimed in some instances.
(2)Represents for non-employee directors deferred share units held under the nVent Electric plc Compensation Plan for Non-Employee Directors. No director has voting or investment power related to these share units. Represents for executive officers restricted stock units, receipt of which was deferred by the executive officer under the company’sour Non-Qualified Deferred Compensation Plan and over which the executive officers have no voting or investment power.
(3)Represents ordinary shares owned as a participant in the nVent Management Company Retirement Savings and Investment Plan. As of March 15, 2019,18, 2022, Fidelity Management Trust Company (“Fidelity”), the Trustee of the nVent Management Company Retirement Savings and Investment Plan, held 694,838453,528 ordinary shares (0.4%(<1%). Fidelity disclaims beneficial ownership of all shares. The nVent Management Company Retirement Savings and Investment Plan participants have the right to direct the Trustee to vote their shares, although participants have no investment power over such shares. The Trustee, except as otherwise required by law, votes the shares for which it has received no direction from participants, in the same proportion on each issue as it votes those shares for which it has received voting directions from participants.
(4)Less than 1% unless otherwise indicated.
(5)Mr. BaldwinInformation derived from a Schedule 13G/A filed with the Securities and Exchange Commission on February 10, 2022. The address of The Vanguard Group is a Partner at Trian, which beneficially owns an additional 17,568,987100 Vanguard Boulevard, Malvern, PA 19355. As of December 31, 2021, The Vanguard Group had shared voting power for 86,059 ordinary shares, of nVent. Mr. Baldwin disclaims beneficial ownership of these additionalsole dispositive power for 17,265,470 ordinary shares held by Trian.and shared dispositive power for 232,256 ordinary shares.
(6)Information derived from a Schedule 13D/13G/A filed with the Securities and Exchange Commission on June 1, 2018 and information provided to us by Trian. The address of Trian is 280 Park Avenue, 41st Floor, New York, NY 10017. As of March 15, 2019, Trian had shared voting and dispositive power for 17,568,987 ordinary shares, including shares beneficially owned by Brian M. Baldwin.
(7)Information derived from a Schedule 13G filed with the Securities and Exchange Commission on February 8, 2019.3, 2022. The address of BlackRock, Inc. is 55 East 52nd Street, New York, NY 10055. As of December 31, 2018,2021, BlackRock, Inc. had sole voting power for 14,382,40513,284,433 ordinary shares and sole dispositive power for 15,160,69614,004,368 ordinary shares.
(8)(7)Information derived from a Schedule 13G13G/A filed with the Securities and Exchange Commission on February 11, 2019.4, 2022 by American Century Investment Management, Inc., American Century Companies Inc. and Stowers Institute for Medical Research. The address of The Vanguard Groupthe filers is 100 Vanguard Boulevard, Malvern, PA 19355.4500 Main Street, 9th Floor, Kansas City, Missouri 64111. As of December 31, 2018, The Vanguard Group2021, each filer had sole voting power for 78,7049,128,496 ordinary shares shared voting power for 21,200 ordinary shares,and sole dispositive power for 14,724,539 ordinary shares and shared dispositive power for 84,1119,591,776 ordinary shares.

(9)72Information derived from a Schedule 13G filed with the Securities and Exchange Commission on February 14, 2019. The address of State Street Corporation is State Street Financial Center, One Lincoln Street, Boston, MA 02111. As of December 31, 2018, State Street Corporation had shared voting power for 12,965,378 ordinary shares and shared dispositive power for 13,188,127 ordinary shares.nVent Electric plc

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Section 16(a) Beneficial Ownership Reporting Compliance

Our executive officers, directors and 10% shareholders are required under the Securities Exchange Act of 1934 to file reports of ownership and changes in ownership with the Securities and Exchange Commission and furnish copies of these reports to us.

We have reviewed copies of reports furnished to us, or written representations that no reports were required. Based solely on these reports, we believe that during 2018 our executive officers and directors complied with all such filing requirements.

Questions and Answers about the Annual General Meeting and Voting

Why did I receive these proxy materials?

We are providing these proxy materials to you because our Board of Directors is soliciting proxies for use at our Annual General Meeting of Shareholders to be held on May 10, 2019.13, 2022. We either (i) mailed you a Notice of Internet Availability of Proxy Materials on or before March 26, 2019April 1, 2022 notifying each shareholder entitled to vote at the Annual General Meeting how to vote and how to electronically access a copy of this Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 20182021 or (ii) mailed you a printed copy of such proxy materials and a proxy card in paper format. You received these proxy materials because you were a shareholder of record as of the close of business on March 15, 2019.18, 2022.

If you received a Notice of Internet Availability of Proxy Materials and would like to receive a printed copy of our proxy materials, including a proxy card in paper format on which you may submit your vote by mail, you should follow the instructions for requesting such proxy materials in the Notice of Internet Availability of Proxy Materials.

This Proxy Statement, our Annual Report on Form 10-K for the fiscal year ended December 31, 20182021 and our Irish statutory financial statements and directors’ and auditors’ reports are available online atwww.proxyvote.com.www.proxyvote.com.

If you wish to appoint as your proxy any person other than the individuals specified in the proxy card, please contact the Corporate Secretary at our registered office.

What is a proxy?

A proxy is your legal designation of another person (the “proxy”) to vote on your behalf. By voting your proxy, you are giving the persons named on the proxy card the authority to vote your shares in the manner you indicate on your proxy card. You may vote your proxy by telephone or over the Internet as directed in the Notice of Internet Availability of Proxy Materials or, if you have requested or received a proxy card, by signing and dating the proxy card and submitting it by mail.

What is the difference between a shareholder of record and a beneficial owner?

If your shares are registered directly in your name with Computershare Trust Company, N.A., our transfer agent, you are a “shareholder of record.” If your shares are held in a stock brokerage account or by a bank or other custodian or nominee, you are considered the beneficial owner of shares held in “street name.” As a beneficial owner, you have the right to direct your broker, bank or other custodian or nominee on how to vote your shares.

Who is entitled to vote at the Annual General Meeting and how many votes do I have?

The Board has set the close of business on March 15, 201918, 2022 (Eastern Standard Time) as the record date for the Annual General Meeting. At the close of business on the record date, we had 177,611,382166,339,531 ordinary shares outstanding and entitled to vote. All shareholders of record at the close of business on the record date are entitled to vote on the matters set forth

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Questions and Answers about the Annual General Meeting and Voting

in this Proxy Statement and any other matter properly presented at the Annual General Meeting. Beneficial owners whose banks, brokers or other custodians or nominees are shareholders registered in our share register with respect to the beneficial owners’ shares at the close of business on the record date are entitled to vote on the matters set forth in this Proxy Statement and any other matter properly presented at the Annual General Meeting. Each ordinary share is entitled to one vote on each matter properly brought before the Annual General Meeting.

How do I vote if I am a shareholder of record?

If you are a shareholder of record of ordinary shares, you can vote in the following ways:

By Internet:You can vote over the Internet atwww.proxyvote.com. For more information, follow the instructions in the Notice of Internet Availability of Proxy Materials or on the proxy card.
By Telephone:You can vote by telephone from the United States or Canada by calling the telephone number on the proxy card.

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Questions and Answers about the Annual General Meeting and Voting

By Mail:You can vote by mail by marking, signing and dating your proxy card (in the form mailed to you or in the form set out in section 184 of the Irish Companies Act 2014) or voting instruction form and returning it in the postage-paid envelope, the results of which will be forwarded to nVent Electric plc’s registered address electronically. For more information, follow the instructions in the Notice of Internet Availability of Proxy Materials or on the proxy card.
At the Annual General Meeting:If you plan to attend the Annual General Meeting and wish to vote your ordinary shares in person, we will give you a ballot at the meeting.

How do I vote if I am a beneficial owner?

If you are a beneficial owner of ordinary shares, you can vote in the following ways:

General:You can vote by following the materials and instructions provided by your bank, broker or other custodian or nominee.
At the Annual General Meeting:If you plan to attend the Annual General Meeting and wish to vote your ordinary shares in person, then you must obtain a legal proxy, executed in your favor, from the shareholder of record of your shares (i.e., your broker, bank or other custodian or nominee) and bring it to the Annual General Meeting.

What is the deadline to vote my shares if I do not vote in person at the Annual General Meeting?

If you are a shareholder of record, you may vote by Internet or by telephone until 8:00 a.m. local time (3:00 a.m.11:59 p.m. Eastern Daylight Time)Time on May 8, 2019.12, 2022. If you are a shareholder of record and submit a proxy card, the proxy card must be received at the address stated on the proxy card by 8:00 a.m. local time (3:00 a.m.11:59 p.m. Eastern Daylight Time)Time on May 8, 2019.12, 2022. If you are a beneficial owner, please follow the voting instructions provided by your bank, broker or other custodian or nominee.

How do I attend the Annual General Meeting?

All shareholders of record as of the close of business on the record date are invited to attend and vote at the Annual General Meeting. For admission to the Annual General Meeting, shareholders should bring a form of photo identification to the shareholders check-in area at the meeting, where their ownership will be verified. Those who beneficially own shares should also bring account statements or letters from their banks, brokers or other custodians or nominees confirming that they own our ordinary shares as of March 15, 201918, 2022 (see above for further information if you also intend to vote at the Annual General Meeting). Registration will begin at 7:00 a.m. (local time)British Summer Time and the Annual General Meeting will begin at 8:00 a.m. (local time)British Summer Time on May 10, 2019.13, 2022.

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

Shareholders in Ireland may participate in the Annual General Meeting by audio link at the offices of Arthur Cox,Ten Earlsfort Terrace, Dublin 2, Ireland at 8:2:00 a.m. (local time)p.m. Irish Standard Time and the requirements for admission to the Annual General Meeting, as set out above, apply. If participation at the offices of Arthur Cox is not possible, we will publicly announce an alternative venue at which shareholders in Ireland may participate by audio link.

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Questions and Answers about the Annual General Meeting and Voting

May I change or revoke my proxy?

If you are a shareholder of record and have already voted, you may change or revoke your proxy before it is exercised at the Annual General Meeting in the following ways:

By voting by Internet or telephone at a date later than your previous vote but prior to the voting deadline (which is 8:00 a.m. local time or 3:00 a.m.11:59 p.m. Eastern Daylight Time on May 8, 2019)12, 2022);
By mailing a proxy card (in the form mailed to you or in the form set out in section 184 of the Irish Companies Act 2014) that is properly signed and dated later than your previous vote and that is received by us prior to the voting deadline (which is 8:00 a.m. local time or 3:00 a.m.11:59 p.m. Eastern Daylight Time on May 8, 2019)12, 2022); or
By attending the Annual General Meeting and voting in person, although attendance at the Annual General Meeting will not, by itself, revoke a proxy.

If you are a beneficial owner, you must contact the record holder of your shares to revoke a previously authorized proxy or voting instructions.

What is the effect of broker non-votes and abstentions?

A broker non-vote occurs when a broker holding shares for a beneficial owner does not vote on a particular agenda item because the broker does not have discretionary voting power for that particular item and has not received instructions from the beneficial owner. Although brokers have discretionary power to vote your shares with respect to “routine” matters, they do not have discretionary power to vote your shares on “non-routine” matters pursuant to New York Stock Exchange (“NYSE”) rules. If you do not provide voting instructions for proposals considered “non-routine” a “broker non-vote” occurs.

We believe that Proposals 1 2 and 32 will be considered “non-routine” under NYSE rules and therefore your broker will not be able to vote your shares with respect to these proposals unless the broker receives appropriate instructions from you. If a broker does not receive voting instructions from you regarding Proposals 1 2 and 3,2, the “broker non-vote” will have no effect on the vote on such agenda items. The “routine” proposals in this Proxy Statement are Proposals 3, 4, 5 and 5,6, for which your broker has discretionary voting authority under the NYSE rules to vote your shares, even if the broker does not receive voting instructions from you.

Ordinary shares owned by shareholders electing to abstain from voting on any of the Proposals will have no effect on any of the Proposals.

How will my shares be voted if I do not specify how they should be voted?

If you sign and submit a proxy to the company-designated proxy holders and do not provide specific voting instructions, you instruct the company-designated proxy holders to vote your shares in accordance with the recommendations of the Board.

If your shares are held in the nVent Management Company Retirement Savings and Investment Plan or the nVent Management Company Non-Qualified Deferred Compensation Plan and you either (1) submit a proxy but do not provide specific voting instructions or (2) do not submit a proxy, then your shares will not be voted.

How will voting on any other business be conducted?

Other than matters incidental to the conduct of the Annual General Meeting and those set forth in this Proxy Statement, we do not know of any business or proposals to be considered at the Annual General Meeting. If any other business is proposed and properly presented at the Annual General Meeting, you instruct the company-designated proxy holders, in the absence of other specific instructions or the appointment of other proxy holders, to vote your shares in accordance with the recommendations of the Board.

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Questions and Answers about the Annual General Meeting and Voting

What constitutes a quorum for the Annual General Meeting?

Our Articles of Association provide that all resolutions and elections made at a shareholders’ meeting require the presence, in person or by proxy, of a majority of all shares entitled to vote, with abstentions and broker non-votes regarded as present for purposes of establishing the quorum.

Who will count the votes?

Representatives from The Carideo Group, Inc. will count the votes and serve as our Inspectors of Election.

Who will pay for the cost of this proxy solicitation?

We will pay the costs of soliciting proxies sought by the Board. Proxies may be solicited on our behalf by our directors, officers or employees telephonically, electronically or by other means of communication. We have engaged Morrow Sodali LLC, 470 West Ave, Stamford, CT 06902, to assist us in the solicitation of proxies at a cost to us of $10,000, plus out-of-pocket expenses. We have requested that banks, brokers and other custodians and nominees who hold ordinary shares on behalf of beneficial owners forward soliciting materials to those beneficial owners. Upon request, we will reimburse banks, brokers and other custodians and nominees for reasonable expenses incurred by them in forwarding these soliciting materials to beneficial owners of our ordinary shares.

Why did I receive in the mail a Notice of Internet Availability of Proxy Materials instead of a paper copy of the proxy materials?

As explained in more detail below, we are using the “notice and access” system adopted by the SEC relating to the delivery of our proxy materials over the Internet. As a result, we mailed to our shareholders of record a notice about the Internet availability of the proxy materials instead of a paper copy of the proxy materials. Shareholders who received the notice will have the ability to access the proxy materials over the Internet and to request a paper copy of the proxy materials by mail, by e-mail or by telephone. Instructions on how to access the proxy materials over the Internet or to request a paper copy may be found on the notice. In addition, the notice contains instructions on how shareholders may request proxy materials in printed form by mail or electronically by e-mail on an ongoing basis. The Notice of Internet Availability of Proxy Materials also serves as a Notice of Meeting.

What are the “notice and access” rules and how do they affect the delivery of the proxy materials?

The SEC’s notice and access rules allow us to deliver proxy materials to our shareholders by posting the materials on an Internet website, notifying shareholders of the availability of the proxy materials on the Internet and sending paper copies of proxy materials upon shareholder request. We believe that the notice and access rules allow us to use Internet technology that many shareholders prefer, continue to provide our shareholders with the information that they need and, at the same time, ensure more prompt delivery of the proxy materials. The notice and access rules also lower our cost of printing and delivering the proxy materials and minimize the environmental impact of printing paper copies.

Why did I receive more than one Notice of Internet Availability of Proxy Materials or proxy card?

You may have received multiple Notices of Internet Availability of Proxy Materials or proxy cards if you hold your shares in different ways or accounts (for example, 401(k) accounts, joint tenancy, trusts, custodial accounts) or in multiple accounts. If you are the beneficial owner of shares held in “street name,” you will receive your voting information from your bank, broker or other custodian or nominee, and you will vote as indicated in the materials you receive from your bank, broker or other custodian or nominee. You should vote your proxy for each separate account you have.

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Shareholder Proposals and Nominations for the 20202023 Annual General Meeting of Shareholders

The deadline for submitting a shareholder proposal for inclusion in our proxy materials for our 20202023 Annual General Meeting pursuant to SEC Rule 14a-8 is November 27, 2019.December 2, 2022. Any such proposal must meet the requirements set forth in the rules and regulations of the SEC, including Rule 14a-8, for such proposals to be eligible for inclusion in our proxy statement and form of proxy for our 20202023 Annual General Meeting.

Eligible shareholders may under certain circumstances be able to nominate and include in our proxy materials a specified number of candidates for election as directors under the proxy access provisions of our Articles of Association. Among other requirements in our Articles of Association, to nominate a director under the proxy access provisions of our Articles of Association, a shareholder must give written notice to our Corporate Secretary that complies with our Articles of Association no earlier than 150 days and no later than 120 days prior to the first anniversary of the date our definitive proxy statement was released to shareholders in connection with the prior year’s Annual General Meeting. Accordingly, we must receive notice of a shareholder’s nomination for the 20202023 Annual General Meeting pursuant to the proxy access provisions of our Articles of Association no earlier than September 28, 2019November 2, 2022 and no later than November 27, 2019.December 2, 2022. If the notice is received outside of that time frame, then the notice will be considered untimely and we are not required to include the nominees in our proxy materials for the 20202023 Annual General Meeting.

A shareholder who intends to present business, other than a shareholder proposal pursuant to Rule 14a-8, or to nominate a director, other than pursuant to the proxy access provisions of our Articles of Association, at the 20202023 Annual General Meeting must comply with the requirements set forth in our Articles of Association. Among other requirements in our Articles of Association, to present business or nominate a director at an Annual General Meeting, a shareholder must give written notice that complies with the Articles of Association to our Corporate Secretary no earlier than 70 days and no later than 45 days prior to the first anniversary of the date our proxy statement was released to shareholders in connection with the prior year’s Annual General Meeting. Accordingly, we must receive notice of a shareholder’s intent to present business, other than pursuant to SEC Rule 14a-8, or to nominate a director, other than pursuant to the proxy access provisions of our Articles of Association, no earlier than January 15, 202021, 2023 and no later than February 9, 2020.15, 2023. If the notice is received outside of that time frame, then the notice will be considered untimely and we are not required to present such proposal or nomination at the 20192023 Annual General Meeting. If the Board chooses to present a matter of business submitted under our Articles of Association at the 20192023 Annual General Meeting, then the persons named in the proxies solicited by the Board for the 20192023 Annual General Meeting may exercise discretionary voting power with respect to such proposal.

Shareholder proposals or nominations pursuant to any of the foregoing should be sent to us at our principal executive offices: nVent Electric plc, The Mille, 1000 Great West Road, 8th8th Floor (East), London, TW8 9DW United Kingdom, Attention: Corporate Secretary.

Our Articles of Association can be found on the website of the U.S. Securities and Exchange Commission by searching its EDGAR archives athttp://www.sec.gov/edgar/searchedgar/webusers.htm.webusers.htm. Shareholders may also obtain a copy from us free of charge by submitting a written request to our principal executive offices at nVent Electric plc, The Mille, 1000 Great West Road, 8th8th Floor (East), London, TW8 9DW United Kingdom, Attention: Corporate Secretary.

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Irish Disclosure of Shareholder Interests

Under the Irish Companies Act 2014, our shareholders must notify us if, as a result of a transaction, the shareholder will become interested in 3% or more of our shares; or if as a result of a transaction a shareholder who was interested in more than 3% of our shares ceases to be so interested. Where a shareholder is interested in more than 3% of our shares, the shareholder must notify us of any alteration of his or her interest that brings his or her total holding through the nearest whole percentage number, whether an increase or a reduction. The relevant percentage figure is calculated by reference to the aggregate nominal value of the shares in which the shareholder is interested as a proportion of the entire nominal value of our issued share capital (or any such class of share capital in issue), and disclosable interests in our shares include any interests in our shares of any kind whatsoever. Where the percentage level of the shareholder’s interest does not amount to a whole percentage this figure may be rounded down to the next whole number. We must be notified within five business days of the transaction or alteration of the shareholder’s interests that gave rise to the notification requirement. If a shareholder fails to comply with these notification requirements, the shareholder’s rights in respect of any our ordinary shares it holds will not be enforceable, either directly or indirectly. However, such person may apply to the courtIrish courts to have the rights attaching to such shares reinstated.

20182021 Annual Report on Form 10-K

Any shareholder wishing to review, without charge, a copy of our 20182021 Annual Report on Form 10-K (without exhibits) filed with the SEC should write to us at our principal executive offices: nVent Electric plc, The Mille, 1000 Great West Road, 8thFloor (East), London, TW8 9DW United Kingdom, Attention: Corporate Secretary.

Reduce Duplicate Mailings

To reduce duplicate mailings, we are now sending only one copy of our Notice of Internet Availability of Proxy Materials or Annual Report to Shareholders and Proxy Statement, as applicable, to multiple shareholders sharing an address unless we receive contrary instructions from one or more of the shareholders. Upon written or oral request, we will promptly deliver a separate copy of these documents to a shareholder at a shared address. If you wish to receive separate copies of these documents, please notify us by writing or calling nVent Electric plc, The Mille, 1000 Great West Road, 8thFloor (East), London, TW8 9DW United Kingdom, Attention: Corporate Secretary. Telephone: 44-20-3966-0279+44-20-3966-0279 or (833) 592-1255. If you are receiving duplicate mailings, you may authorize us to discontinue mailings of multiple Notices of Internet Availability of Proxy Materials or Annual Reports to Shareholders and Proxy Statements, as applicable. To discontinue duplicate mailings, notify us by writing or calling nVent Electric plc, The Mille, 1000 Great West Road, 8thFloor (East), London, TW8 9DW United Kingdom, Attention: Corporate Secretary. Telephone: 44-20-3966-0279+44-20-3966-0279 or (833) 592-1255.

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Appendix A

Reconciliation of GAAP to Non-GAAP Financial Measures

nVent Electric plc and Subsidiaries
Reconciliation of the GAAP Years Ended December 31, 2018, and 2017 to the Non-GAAP excluding the effect of 2018 and 2017 adjustments (Unaudited)

2018     2017
Net sales$2,213.6$2,097.9
Operating income310.8316.1
% of net sales14.0%15.1%
Adjustments:
Restructuring and other7.713.0
Intangible amortization60.961.4
Trade name impairment16.4
Separation costs45.016.1
Corporate allocations(0.8)(13.5)
Segment income423.6409.5
Return on sales19.1%19.5%
Corporate and other costs49.943.1
Segment income excluding corporate and other costs473.5452.6

nVent Electric plc
Reconciliation of cash from operating activities to free cash flow (Unaudited)

In millions2018
Net cash provided by (used for) operating activities - as reported$343.5
Interest expense - pro forma(5.6)
Net cash provided by (used for) operating activities - pro forma337.9
Capital expenditures(39.5)
Proceeds from sale of property and equipment2.4
Free cash flow - pro forma$300.8

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Reconciliation of GAAP to non-GAAP financial measures for the Years Ended December 31, 2021, 2020, 2019 and 2018 excluding the effect of adjustments (Unaudited)

In millions 2021  2020  2019  2018 
Net sales   $2,462.0    $1,998.6    $2,204.0    $2,213.6 
Operating income  355.4   38.4   333.1   310.8 
% of net sales  14.4%  1.9%  15.1%  14.0%
Adjustments:                
Restructuring and other  8.8   22.0   24.2   7.7 
Intangible amortization  67.5   64.2   61.4   60.9 
Acquisition transaction and integration costs  4.1   2.5   2.4    
Inventory step-up amortization        3.2    
Separation costs           45.0 
Impairment of goodwill     212.3       
Impairment of trade names     8.2       
Corporate allocations           (0.8)
Segment income $435.8  $347.6  $424.3  $423.6 
Return on sales  17.7%  17.4%  19.3%  19.1%
Net income (loss) – as reported $272.9  $(47.2) $222.7  $230.8 
Interest expense adjustment – pro forma           (5.6)
Adjustments to operating income  80.4   309.2   91.2   112.8 
Pension and other post-retirement mark-to-market loss (gain)  (15.1)  8.7   27.3   7.0 
Loss on early extinguishment of debt  15.2          
Income tax adjustments  (20.4)  (14.8)  (32.8)  (31.0)
Net income – as adjusted $333.0  $255.9  $308.4  $314.0 
Diluted earnings (loss) per ordinary share                
Diluted earnings (loss) per ordinary share – as reported $1.61  $(0.28) $1.29  $1.28 
Three year compound annual growth rate  7.9%            
Adjustments  0.35   1.78   0.49   0.46 
Diluted earnings per ordinary share – as adjusted $1.96  $1.50  $1.78  $1.74 
Three year compound annual growth rate  4.0%            

nVent Electric plc

Reconciliation of cash from operating activities to free cash flow (Unaudited)

In millions 2021  2020  2019  2018 
Net cash provided by (used for) operating activities   $373.3    $344.0    $336.3    $343.5 
Three year compound annual growth rate  2.8%            
Interest expense – pro forma           (5.6)
Net cash provided by (used for) operating activities – pro forma $373.3  $344.0  $336.3  $337.9 
Capital expenditures  (39.5)  (40.0)  (38.8)  (39.5)
Proceeds from sale of property and equipment  0.6   2.0   6.3   2.4 
Free cash flow $334.4  $306.0  $303.8  $300.8 
Three year compound annual growth rate  3.6%            

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NVENT ELECTRIC PLC
C/O BROADRIDGE
51 MERCEDES WAY
EDGEWOOD, NY 11717

VOTE BY INTERNET -www.proxyvote.com
Use the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 3:00 a.m. Eastern Time on May 8, 2019. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.

ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS
If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.

VOTE BY PHONE - 1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions. Vote by 3:00 a.m. Eastern Time on May 8, 2019. Have your proxy card in hand when you call and then follow the instructions.

VOTE BY MAIL

VOTE BY INTERNET - www.proxyvote.com or scan the QR Barcode above

Use the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 p.m. Eastern Time on May 12, 2022. Have your proxy card in hand when you access the website and follow the instructions to obtain your records and to create an electronic voting instruction form.

ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS

If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.

VOTE BY PHONE - 1-800-690-6903

Use any touch-tone telephone to transmit your voting instructions. Vote by 11:59 p.m. Eastern Time on May 12, 2022. Have your proxy card in hand when you call and then follow the instructions.

VOTE BY MAIL

Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717 (which Broadridge will arrange to forward to nVent Electric plc’s registered address). In order to assure that your proxy card is tabulated in time to be voted at the Annual General Meeting, you must return your proxy card at the above address by 11:59 p.m. Eastern Time on May 12, 2022.

Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717 (which Broadridge will arrange to forward to nVent Electric plc’s registered address). In order to assure that your proxy card is tabulated in time to be voted at the Annual General Meeting, you must return your proxy card at the above address by 3:00 a.m. Eastern Daylight Time on May 8, 2019.







TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: 
E59035-P17617D70410-P65349KEEP THIS PORTION FOR YOUR RECORDS
 DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

NVENT ELECTRIC PLC
NVENT ELECTRIC PLC

The Board of Directors recommends you vote FOR the
following director nominees:

1.By Separate Resolutions, Re-ElectionElection of Director Nominees:ForAgainstAbstain
Nominees:Nominees:
1a.Brian M. Baldwin
 
1b.1a.Jerry W. Burris
ooo
1c.

1b.Susan M. Cameron

ooo
1d.
1c.Michael L. Ducker
ooo
1e.David H.Y. Ho
 
1f.1d.Randall J. Hogan
ooo
1g.Ronald L. Merriman
 
1e.1h.Danita K. OstlingWilliam T. Monahan
o
oo
1i.
1f.Nicola Palmerooo
1g.Herbert K. Parker
ooo
1h.Greg Scheuooo
1i.Beth A. Wozniakooo
1j.Jacqueline WrightBeth Wozniak
 
ooo
Please indicate if you plan to attend this meeting.oo
   Yes No  
 



The Board of Directors recommends you vote FOR the following proposal:proposals:   ForAgainst AgainstAbstain
2.Approve, by Non-Binding Advisory Vote, the Compensation of the Named Executive Officers
The Board of Directors recommends you vote 1 year on the following proposal:1 year 2 yearso3 yearsoAbstaino
3.Recommend, by Non-Binding Advisory Vote, the Frequency of Advisory Votes on the Compensation of Named Executive Officers
The Board of Directors recommends you vote FOR the following proposals:  For  AgainstAbstain
4.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 Auditors’Auditor’s Remuneration
ooo
4.Authorize the Board of Directors to Allot and Issue New Shares under Irish Lawooo
5.Authorize the Board of Directors to Opt Out of Statutory Preemption Rights under Irish Lawooo
6.Authorize the Price Range at which nVent Electric plc can Re-AllotCan Re-allot Shares it Holds as Treasury Shares (Special Resolution)
under Irish Law
ooo
NOTE: To consider and act on such other business as may properly come before the Annual General Meeting or any adjournment.

Any shareholder entitled to attend and vote at the Annual General Meeting of Shareholders may appoint one or more proxies, who need not be a shareholder of the Company. A proxy is required to vote in accordance with the instructions given to him or her. Completion of a form of proxy will not preclude a member from attending and voting at the meeting in person.



Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.

     
Signature [PLEASE SIGN WITHIN BOX]Date Signature (Joint Owners)Date



Table of Contents






Important Notice Regarding the Availability of Proxy Materials for the
Annual General Meeting to be held on May 10, 2019:13, 2022:

The Annual Report, Notice of Annual General Meeting, Proxy Statement and
Irish Statutory Financial Statements and Related Reports are available at www.proxyvote.com.
www.proxyvote.com.








 
E59036-P17617D70411-P65349


NVENT ELECTRIC PLC
Annual General Meeting of Shareholders
May 10, 201913, 2022 8:00 AM LocalBritish Summer Time
This proxy is solicited by the Board of Directors

The signatory, revoking any proxy heretofore given in connection with the Meeting, hereby appoints Randall J. Hogan, Beth A. Wozniak, andSara E. Zawoyski, Jon D. Lammers, and Shawna L. Fullerton or any of them (the "Proxies"“Proxies”), as proxies, each with the power to appoint his or her substitute, and hereby authorizes them to attend, speak and to vote at the Meeting, as designated on the reverse side of this card, all ordinary shares of nVent Electric plc that the signatory is entitled to vote at the Annual General Meeting of Shareholders to be held at 8:00 AM, local time, on May 10, 2019, at the Four Seasons Park Lane Hotel, Hamilton Place, Park Lane, London, England, W1J 7DR, United Kingdom, and any adjournment or postponement thereof (the "Meeting"“Meeting”). If you wish to appoint as proxy any other person or persons, please contact the Corporate Secretary. In the event of other agenda items or proposals during the Meeting on which voting is permissible under Irish law, you instruct the Proxies, in the absence of other specific instructions, to vote the shares in accordance with the Board of Directors'Directors’ recommendations.

If the signatory is a participant in the nVent Management Company Retirement Savings and Investment Plan, the nVent Management Company Non-Qualified Deferred Compensation Plan, the Pentair Retirement Savings and Stock Incentive Plan and/or the Pentair, Inc. Non-Qualified Deferred Compensation Plan (the "Plans"“Plans”), the signatory hereby directs Fidelity Management Trust Company as Trustee of the Plans, to vote at the Meeting, as designated on the reverse side of this card, all of the ordinary shares of nVent Electric plc allocated to the signatory’s account in the Plans as of March 15, 2019.18, 2022.

If the signatory is a participant in the nVent Electric plc Employee Stock Purchase and Bonus Plan or the nVent Electric plc International Stock Purchase and Bonus Plan (the "Purchase Plans"“Purchase Plans”), the signatory is revoking any proxy heretofore given in connection with the Meeting, hereby appoints the Proxies, or anyeither of them, as proxies each with power to appoint his or her substitute, and hereby authorizes the Proxies to attend and to vote at the Meeting, as designated on the reverse side of this card, all of the ordinary shares of nVent Electric plc allocated to the signatory’s account in the Purchase Plans as of March 15, 2019.18, 2022.

This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors'Directors’ recommendations; provided, however, if no such direction is made regarding shares held in the Plans, this proxy will not be voted with respect to such shares.



Continued and to be signed on reverse side