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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

2020

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 31, 2020April 1, 2022


Dear Fellow Shareholders:


I am proud

2021 was an outstanding year for nVent. We delivered exceptionally strong financial results and executed well on our strategy, and our growth initiatives. We launched 58 new products and accelerated our digital transformation. We completed two acquisitions – Vynckier and CIS Global – to further strengthen our portfolio and expand our offerings in high-growth verticals. And we made significant progress on our environmental, social and governance, or ESG, priorities. The safety and well-being of all that we accomplished in 2019, our first full year as nVent. A $2.2 billion public company listed on the New York Stock Exchange (NYSE: NVT), nVent has more than 9,500 global employees dedicated toremained our mission of connectiontop priority, and protection in a world that’s becoming more electric and digital. In 2019, we continued to executeexpand our efforts on making nVent a great place to work. I could not be more proud of our nVent team and what we accomplished.




Beth A. Wozniak

Chief Executive Officer 


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


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


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


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


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


2022 Proxy Statement3

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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 culture of inclusion is a cornerstone of our strategy and is woven throughout our organization. As a global company, we understand that diverse perspectives are key to our company’s ability to grow and innovate for our customers. We value all dimensions of diversity and work hard to make sure all voices are heard, respected and represented.  Whether working remotely or in person, we remain focused on our strategy, growingintentional 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 key verticals, launching new products and driving a focus as One nVentAction programs, we empower our employees to scale our capability and grow.give to the causes they care about. We completed our first acquisition, Eldon, that positions us to have one of the broadest portfolios of enclosures in the world. We generated more than $300 million in operating income and free cash flow and returned more than $350 million back to shareholders through dividends and share repurchases.

nVENT TODAY
At nVent we believe that safer systems ensure a more secure world. We connect with communities and protect our customersfuture 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 inventive electrical solutions.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 diversified portfolioSupplier Code of industry-leading brands – nVent CADDY, ERICO, HOFFMAN, RAYCHEM, SCHROFFConduct prescribes expectations for providing safe and TRACER –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 knownfree 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 quality, reliabilityGeneration 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 innovation. Withwell-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 for a more sustainable future. Our products connect and protect systems that touch the lives of millions of people every day through the world’s infrastructure, energy, data and communication systems. Our solutions protect infrastructure, provide resiliency and help ensure ongoing connectivity.

As the world changes and becomes more electrified, we expect investments in new infrastructure and technologies will be vital. We will continue to focus on developing highly differentiated solutions that deliver efficiency, safety and reduced resource consumption, creating a more sustainable future.

Highlights

·   We integrated ESG into our new product introduction guidelines.

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

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 excited abouttaking to reduce our impact on natural resources.

Highlights

·   We continued to decrease greenhouse gas emissions through investments in renewable energy and operational efficiency.

·   We updated our Environmental Policy in 2021, and will continue to invest in environmental improvements, assess the global macro trends that position us well for long-term growth.Task Force on Climate-related Financial Disclosures framework, and evaluate carbon neutrality.

·   We see the electrification of everything, an increasereceived a silver medal from EcoVadis in safety and security standards globally, and a shortage of skilled labor as trends that increase the demand2021 for our products.strong sustainability performance. EcoVadis is a third-party entity that evaluates suppliers on a complex scale of sustainability and ESG factors.


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

With

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Shareholder Engagement


Understanding the issues our Enclosures segment, we see our role as providing protection for electronics and data everywhere.shareholders care about is critical to good governance. We have one of the broadest enclosure portfolios,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 can design, manufacturegovernance matters, and distribute solutions around the globe. Our Thermal Management segment optimizes total cost of ownership and delivers connected solutionsother topics that are trusted to protect infrastructure in demanding environments. We have the largest installed base in the world that provides us with aftermarket opportunities. Our Electrical & Fastening Solutions segment connects and protects with innovative solutions that are cost efficient and provide labor savings. We continue to accelerate our new product development effort, and expand in areas like seismic and prefab to expand our innovative portfolio even further.

Across nVent, we are focused on creating valuefront-of-mind for our customers. We have compelling opportunities for long-term growth, attractive margins and strong cash flow generation.shareholders.


STRATEGY
In the pastAll year, we made significant progressparticipate 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 One nVent strategy which centers on growth. We had strong growth in key verticals like Data Center and Networking Solutions, and Commercial. We strengthened our channel partner relationships and expanded our coverage across the globe. We invested more in R&D and this year expect to launch 50 new products, continuing to increase our new product vitality. We continue to expand our capabilities across the enterprise from digital to commercial excellence to drive growth and efficiency. Our investments in digital were focused on improving the customer experience, with faster service and delivery through programs like Hoffman Express and Hoffman on Demand. A key elementwebsite. The overview of our strategy2020 report is to drive productivity and velocity. We made significant operational improvements across nVent resulting in improved product availability and better customer delivery. Lastly, our strategy includes bolt-on acquisitions such as Eldon and WBT, great additions that help us expand our connect and protect portfolio.

SPARK
Our Spark 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 arecurrently available at the core of Spark. We’re focused on building a strong culture at nVent; a respectful workplace that celebrates inclusion and diversity – a place where people want to grow their careers. We took several steps last year to add to our strong culture: establishing employee resource groups, launching the nVent Foundation and encouraging community involvement through our nVent in Action employee volunteer program. We’ll build upon those efforts in 2020, launching a Social Responsibility program and conducting our second employee engagement survey. We believe a strong culture makes us more competitive in retaining and recruiting talented employees, which is key to our success.https://www.nvent.com/inclusion-diversity.


2022 Proxy Statement7

Across nVent, we are building growth capabilities. We have added key leaders to our team, including a Chief Growth Officer and Chief Technology Officer, to drive our growth agenda through commercial excellence, new product development and digital. Our digital transformation will accelerate with a greater focus on improving customer and employee experiences. We will continue to build digital capabilities to improve our products and services. Our new Elexant connected controller family that we launched in 2019 is a great example of this.

Our Lean Enterprise efforts helped us achieve operational performance in productivity and product delivery. Our end-to-end approach is key to our working capital improvement plan. Velocity is tied to our lean and digital efforts, and we talk about it in everything we do, whether it is accelerating innovation or building a responsive, flexible organization.

Spark is how we work and will help us succeed as a high-performance growth company.

OUR FUTURE
Our top priority for nVent is growth. The investments we are making in R&D, digital, manufacturing capability and, most importantly, people are key for our future. When we combine this with new opportunities like Eldon, WBT and other bolt-on acquisitions in the highly fragmented space where we play, we believe we can strengthen our connect and protect portfolio.

Our strategy is working, and we will continue to execute on it. While the early months of 2020 have presented challenges and uncertainty tied to COVID-19, we remain steadfast, focused on the health and safety of our employees and our communities. We are committed to serve our customers and work with authorities around the world to ensure we can deliver essential products and solutions to support critical infrastructure to fight the pandemic. While there will be challenges in the short-term, long-term, I’m confident in our ability to create value for our customers, employees and shareholders. Thank you for your support and trust. We are committed to making nVent a high-performance growth company and to do our part to serve our communities.

2       nVent Electric plc


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Notice of Annual General Meeting of Shareholders


To Be Held May 15, 202013, 2022


Our Annual General Meeting of Shareholders will be held at the offices of Arthur Cox, 12 Gough Square,Four Seasons Hotel, Hamilton Place, Park Lane, London, EC4A 3DW, United Kingdom,England, W1J7DR, on Friday, May 15, 2020,13, 2022, at 2:8:00 p.m. local time,a.m. British Summer Time, to consider and vote upon the following proposals; provided that if we are unable to hold the meeting at this location, date and/or time, it will be held at an alternative location, date and/or time that we will publicly announce:

Voting Matters     Board
Recommendation
     Vote
Required
     Page
Reference
1.By Separate Resolutions, Election of Director Nominees:
Brian M. Baldwin
Jerry W. Burris
Susan M. Cameron
Michael L. Ducker
Randall J. Hogan
Ronald L. Merriman
Nicola T. Palmer
Herbert K. Parker
Beth A. Wozniak
Jacqueline Wright

FOR
each nominee

Majority of votes cast10
2.Approve, by Non-Binding Advisory Vote, the Compensation of the Named Executive OfficersFORMajority of votes cast24
3.Approve an Amendment to the nVent Electric plc 2018 Omnibus Incentive PlanFORMajority 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 Auditor’s RemunerationFORMajority of votes cast68
5.Authorize the Price Range at which nVent Electric plc can Re-Allot Treasury SharesFOR75% of votes cast71
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. ProposalProposals 5 is aand 6 are 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 20, 202018, 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 31, 2020
April 1, 2022


Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on May 15, 2020.13, 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.


Shareholders in Ireland may participate in the Annual General Meeting by audio link at the offices of Arthur Cox, Ten Earlsfort Terrace, Dublin 2, Ireland, at 2:8:00 p.m. local time.a.m. Irish Standard Time. See “Questions and Answers About the Annual General Meeting and Voting” for further information on participating in the Annual General Meeting in Ireland.**

  

Where

Four Seasons Hotel,
Arthur Cox,
12 Gough Square,Hamilton Place, Park Lane,
London, EC4A 3DW
United Kingdom*
England, W1J 7DR*

When

Friday, May 15, 2020,13, 2022,
2:8:00 p.m. local time
a.m. British Summer Time

Whether or not you plan to attend, we encourage you to vote your shares by submitting a proxy as soon as possible, 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 2:00 P.M. LOCAL TIME (9:00 A.M. EASTERN DAYLIGHT TIME) ON MAY 13, 2020.

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.comwww.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.





*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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2020 Proxy Statement       3


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Proxy Statement for the Annual General Meeting of Shareholders of nVent Electric plc to be held on Friday, May 15, 2020

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 March 31, 2020April 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

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,372018
Jerry W. Burris,56 582018
Susan M. Cameron,61 632018
Michael L. Ducker,66 682018*
Randall J. Hogan,642018 66 
Ronald L. Merriman,752018
Nicola T. Palmer,52
Herbert K. Parker,612018*
Beth A. Wozniak (CEO),552018 
Jacqueline Wright,  602020
Committee Member:  Committee Chair:
*Upon completion of the 2020 Annual General Meeting, Mr. Ducker will become Chair of the Governance Committee and Ms. Palmer will join the Audit and Finance Committee. Mr. Ducker currently serves as a member of the Governance Committee.

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Board Overview

Directors are chosen with a view to bringing to the Board a variety of rich financial and management experience and backgrounds and establishing a core of business advisers with financial and management expertise, as well as digital transformation experience.

    
Danita K. Ostling,<2 61two years tenure(1)60%are diverse8of10are independent directors50%have CEO experience*
Nicola Palmer, 542020
Herbert K. Parker, 632018*
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.

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Proxy Statement Summary


Overview of the Board

Our Board considers a variety of factors described below under “Director Qualifications, Diversity and Tenure” when assessing the qualifications of Board nominees. Nine of our ten nominees are independent, and 50% have CEO experience.



(1)

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


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 24

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 26)33).


Our Compensation Philosophy

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


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

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


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

10nVent Electric plc

2020 Proxy Statement       5


Table of Contents

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 20192021 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



2019 Target Direct Compensation Mix2022 Proxy Statement11

CEOOther Named Executive Officers
(1)

Target Direct Compensation Mix for Other Named Executive Officers was calculated as if the Named Executive Officers were in their officer roles for the full year, and includes their December 31 base salary, 2019 target annual incentive compensation, and 2019 target long-term incentive compensation.


Proposal
3

Approve an Amendment to the nVent Electric plc 2018 Omnibus Incentive Plan

The Board recommends a voteFOR the approval of an amendment to the nVent Electric plc 2018 Omnibus Incentive PlanPage 54

Proposal
4

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

The Board recommends a vote FOR the ratification of the appointment of Deloitte & Touche LLP as the independent auditor of nVent Electric plc and the authorization of the Audit and Finance Committee to set the auditor’s remunerationPage 68

6       nVent Electric plc


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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 71

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, 2019 and the report of the statutory auditors thereon.

2020 Proxy Statement       7


Table of Contents

Table of Contents


LETTER TO SHAREHOLDERS23
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 15, 202013, 202294
PROXY STATEMENT SUMMARY94
Voting Matters and Recommendations9
PROPOSAL 1 ELECT DIRECTOR NOMINEES1410
Vote Requirement1014
DirectorsDirector Nominees Standing for Election1115
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 Meetings2128
Director Compensation2228
EXECUTIVE COMPENSATION3124
PROPOSAL 2 APPROVE, BY NON-BINDING ADVISORY VOTE, THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS3124
Vote Requirement32
COMPENSATION AND HUMAN CAPITAL COMMITTEE REPORT3225
COMPENSATION DISCUSSION AND ANALYSIS3326
Our Named Executive Officers2633
2019Key Business Results and Goals2633
Overview of Compensation Program and Objectives2836
Our Compensation Best Practices2937
Shareholder Engagement Initiatives and Say on Pay2937
Comparative Framework3038
2019 Compensation Program Elements3139
Base Salaries3139
Annual Incentive Compensation3240
2019 Long-Term Incentive Compensation3441
Perquisites and Other Personal Benefits3547
Stock Ownership Guidelines3548
Equity Holding Policy3648
Clawback Policy3648
Policy Prohibiting Hedging and Pledging3649
Retirement and Other Benefits3749
Severance and Change-in-Control Benefits3850
Impact of Tax Considerations3950
Compensation Consultant3951
Evaluating the Chief Executive Officer’s Performance4051
Equity Award Practices4051

12nVent Electric plc

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Table of Contents

EXECUTIVE COMPENSATION TABLES5241
Summary Compensation Table4152
Grants of Plan-Based Awards in 201920214354
Outstanding Equity Awards at December 31, 201920214455
20192021 Option Exercises and Stock Vested Table4657
20192021 Pension Benefits4657
Nonqualified Deferred Compensation Table4758
Potential Payments Upon Termination or Change in Control4859
Pay Ratio5263
Risk Considerations in Compensation Decisions5364
PROPOSAL 3 APPROVE AN AMENDMENT TO THE nVENT ELECTRIC PLC 2018 OMNIBUS INCENTIVE PLAN54
Dilution and Historical Share Usage55
Summary of the nVent Electric plc 2018 Omnibus Incentive Plan55
Securities Authorized for Issuance Under Equity Compensation Plans67
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’S REMUNERATION6568
Vote Requirement6865
Audit and Finance Committee Pre-approval Policy6966
Fees Paid to the Independent Auditors6966
AUDIT AND FINANCE COMMITTEE REPORT7067
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 LAW7171
Vote Requirement71
SECURITY OWNERSHIP7272
QUESTIONS AND ANSWERS ABOUT THE ANNUAL GENERAL MEETING AND VOTING7374
SHAREHOLDER PROPOSALS AND NOMINATIONS FOR THE 20212023 ANNUAL GENERAL MEETING OF SHAREHOLDERS7778
IRISH DISCLOSURE OF SHAREHOLDER INTERESTS7879
20192021 ANNUAL REPORT ON FORM 10-K7879
REDUCE DUPLICATE MAILINGS7879
APPENDIX A – RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES7980
APPENDIX B – nVENT ELECTRIC PLC 2018 OMNIBUS INCENTIVE PLAN, AS AMENDED81

2022 Proxy Statement13

2020 Proxy Statement       9


Table of Contents


 

Proposal

1

Elect Director Nominees

The Board recommends a voteFOReach Director nominee
 

Our Board currently has eleventen members. On the recommendation of the Governance and Social Responsibility Committee, the Board has nominated each of the ten individuals named below for election for a one-year term expiring on completion of the 20212023 Annual General Meeting. Effective upon the completion of the 2020 Annual General Meeting, the Board has reduced its size to ten. If any of the nominees should become unable to accept election, the proxies named on the proxy card may vote for other persons selected by the Board. Management has no reason to believe that any of the nominees named below will be unable to serve his or her full term if elected.


Biographies of the director nominees follow. These biographies include for each director their ages (as of the date of the filing of this Proxy Statement); their business experience; 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 elect the following ten director nominees for a term expiring on completion of the 20212023 Annual General Meeting: Brian M. Baldwin, Jerry W. Burris, Susan M. Cameron, Michael L. Ducker, Randall J. Hogan, Ronald L. Merriman,Danita K. Ostling, Nicola T. Palmer, Herbert K. Parker, Greg Scheu, Beth A. Wozniak, and Jacqueline Wright.”


Vote Requirement

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


 
The Board recommends a voteFORelection of each Director nominee.
14nVent Electric plc

10     nVent Electric plc


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Proposal 1


DirectorsDirector Nominees Standing for Election


Jerry W. Burris

Brian M. Baldwin
 

Director since2018

Age37
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
Age56
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 has served as a director of Midwest Can Company since 2017 and Fifth Third Bancorp since 2016.in 2022 he joined the board of directors of Mohawk Industries, Inc., a global flooring manufacturer. During the past five years, Mr. Burris also previously served as a director of Fifth Third Bancorp and Pentair plc.


Qualifications:Mr. Burris brings to our Board 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.



2020 Proxy Statement     11


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Proposal 1Susan M. Cameron (Lead Director)

Susan M. Cameron
(Lead Director upon completion of the 2020 Annual General Meeting)
 

Director since2018

Age61
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 and the Non-Executive Chairman of Tupperware Brands Corporation since November 2019. During the past five years, Ms. Cameron also previously served as a director of R.R. Donnelley & Sons Company.

Qualifications:Ms. Cameron has considerable experience in the executive leadership and marketing functions of a public company. Ms. Cameron brings to our Board strong leadership skills,marketing and brand 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

Age66
68

Independent

Committees:

Committees

Compensation and Human Capital

 CompensationGovernance and Social Responsibility

 Governance(Chair, upon completion of the 2020 Annual
General Meeting)(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 issues.


12     nVent Electric plc


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Proposal 1Randall J. Hogan (Chairman)

Randall J. Hogan (Chairman)
 

Director since2018

Age6466

Independent
Chairman since2018

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


Ronald L. Merriman
 
16
nVent Electric plc

Table of Contents

Proposal 1


Danita K. Ostling

Director sinceNominee2018

Age75
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. Duringelection at the past five years, Mr. Merriman also previously 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, business lawrisk management and corporate ethicscompliance.


2020 Proxy Statement     13


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


Proposal 1Nicola Palmer

Nicola T. Palmer
 

Director nomineesince
2020

Age52
54

Independent

Committees
 

Committees:

Audit and Finance*

Finance

Ms. Palmeris the Chief Product Development OfficerTechnology Ambassador of Verizon Communications, Inc., a global provider of technology, communications, information and entertainment products and services, having served in that role since 2019.2022. Previously she served as Chief Product Development Officer from 2019 to 2022, as Chief Network Engineering Officer and Head of Wireless Networks from 2017-20182017 to 2018 and as Chief Technology Officer for Verizon Wireless from 2013-2017,2013 to 2017, after having served in technology roles of increasing responsibility for Verizon since 2000. Ms. Palmer was recommended by a third party search firm to our Governance Committee of the Board, which recommended to the Board to approve the nomination of Ms. Palmer to stand for election at the 2020 Annual General Meeting.


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


*2022 Proxy StatementMs. Palmer will serve as a member of the 17

Table of Contents

Proposal 1


Herbert K. Parker

Director since 2018

Age 63

Independent


Committees:

Audit and Finance Committee
(Chair, upon completion of the 20202022 Annual General Meeting.


Herbert K. ParkerMeeting)
Director since2018
Age61
Independent
Committees
 Audit and Finance

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 A. Wozniak
 

Director since2018
2021

Age5560

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.

18nVent Electric plc

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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 business operationsandmergers and acquisitions, and contributes leadership expertise and insights to our Board.


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Table of Contents

Proposal 1Jacqueline Wright

Jacqueline Wright
 

Director since2020

Age 60
62

Independent

Committees
 

Committees:

Compensation

  and Human Capital

Governance

and Social Responsibility

Ms. Wrightis the Chief Digital Officer, Microsoft US, of Microsoft Corporation, a multinational technology company, having served in that role since 2019. Previously, she served from 2017-20192017 - 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 2011-20172011 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 was recommended byjoined the board of directors of each of Exelixis, Inc., an oncology-focused biotechnology company, and Russell Reynolds Associates, Inc., a third partyprivately held global leadership advisory and search firm to our Governance Committee of the Board, which recommended to the Board to approve the nomination of Ms. Wright to stand for election at the 2020 Annual General Meeting.firm.

Qualifications:Ms. Wright possesses extensive digital transformationexperience, and contributes leadership in the areas of cybersecurity, technology advancementand 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, which can be found atinvestors.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., Mses. Cameron, Ostling, Palmer and Wright, David H. Y. Ho and William T. Monahan,Ronald L. Merriman and Messrs. Baldwin, Burris, Ducker, MerrimanHogan, 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 (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. The Board and Committee have reviewed each of these relationships, which are set forth below. In each case, the relationship involves sales to or purchases from the other company that, for each of 20172019 through 2019,2021, were (a) less than the greater of $1 million or 2% of that organization’s consolidated gross revenues during each of 2019, 20182021, 2020 and 2017;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 severala number of criteria taking into account issues of judgment, diversity (including gender, racial and ethnic diversity), age, and skills, all in the context of an assessment of the perceived needs of the Board at that point in time. Directors are chosen with a view to bringing to the Board a diversity of experience and backgrounds and establishing a core of business advisers with financial and management expertise. The CommitteeWhen evaluating candidates for nomination as new directors, the Governance and Social Responsibility considers, and will ask any search firm that it engages to provide, a diverse set of candidates.


We believe that representation of gender, racial, ethnic, geographical, cultural and other diverse perspectives contributes to our Board’s understanding of the 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.

2020 Proxy Statement     15


DIRECTOR NOMINEES



20nVent Electric plc

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Proposal 1


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


at least a majority of the Board must consist of independent directors who meet the New York Stock Exchange, or NYSE, definition of “independent director;”
each director should be an individual of the highest character and integrity and have an inquiring mind, vision and the ability to work well with others;
each director should be free of any conflict of interest that would violate any applicable law or regulation or interfere with the proper performance of the responsibilities as a director;
each director should possess substantial and significant experience which would be of particular importance to 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.”


Consistent withListed below are the skills and experience that we consider to be important for our Corporate Governance Principles, Mr. Merriman previously submitted todirector 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 consider an offer to tender his resignation from the Board effective asthis 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 the 2020 Annual General Meeting, which is the first annual general meeting of our shareholders to be held after Mr. Merriman turns 75 years of age. After considering Mr. Merriman’s extensive expertise and qualifications discussed above, the contributions he makes to our Board and as Chair of our Audit Committee and the needs of the Board, and upon the recommendation of the Governance Committee, the Board unanimously rejected Mr. Merriman’s offer.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 9DW United Kingdom.


Our Articles of Association set forth procedures to be followed by shareholders who wish to nominate candidates for election as directors in connection with an Annual General Meeting. All such nominations must be accompanied by certain background and other information specified in the Articles of Association and submitted within the timing requirements set forth in the Articles of Association. See “Shareholder Proposals and Nominations for the 20212023 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 20212023 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 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, nVent Electric plc, c/o Corporate Secretary, The Mille, 1000 Great West Road, 8th Floor (East), London, TW8 9DW United Kingdom. Any such communications will be forwarded directly to the relevant addressee(s).


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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 2019.2021. 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 iswas 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, and Ms. Cameron will assumeCameron. While our Chairman is now an independent director, the role ofBoard has elected to continue to select an independent Lead Director upon completion of the 2020 Annual General Meeting.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, other than those Committee meetings scheduled for the purpose of reviewing quarterly earnings materials.


Board Education

Board education is an ongoing, year-round process, which begins when a director joins our Board. Upon joining our Board, new directors are provided with a comprehensive orientation to our company, including our business, strategy and governance. For example, new directors typically participate in introductory meetings with our senior business and functional leaders. On an ongoing basis, directors receive presentations on a variety of topics related to their work on the Board and within the industry, both from senior management and from experts outside of the company. Directors may also enroll in continuing education programs sponsored by third parties at our expense.


2020 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.

5   MEETINGS OF THE nVENT BOARD OF DIRECTORS

8

Meetings of the Audit and Finance Committee

4

Meetings of the Compensation Committee

4

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 20202022 Annual General Meeting, the members of the Audit and Finance Committee will be Ronald L. MerrimanHerbert K. Parker (Chair), Susan M. Cameron,Danita K. Ostling, Nicola T. Palmer and Herbert K. Parker.

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, 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. The Board has also determined that Nicola T. Palmer is financially literate under NYSE rules.

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Corporate Governance Matters

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 and
Jacqueline Wright*.Wright.


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

Role:


The Compensation and Human Capital Committee sets and administers theour 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.

*Ms. Wright was appointed to the Compensation and Governance Committees effective March 6, 2020.

Governance and Social Responsibility Committee

Members:

David H.Y. Ho (Chair),
Brian M. Baldwin,
Jerry W. Burris,

Michael L. Ducker (Chair),

Jerry W. Burris,

Susan M. Cameron

and
Jacqueline Wright.

All members have been

determined to be independent

under NYSE rules.

Role:



The Governance and Social Responsibility Committee is responsible for, among other things, identifying individuals qualified to become directors and recommending nominees to the Board for election at Annual General Meetings. 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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Corporate Governance Matters


Attendance at Meetings

The Board held five meetings in 2019.2021. Members of the Board are expected to attend all scheduled meetings of the Board and the Committees on which they serve and all Annual and Extraordinary General Meetings. In each regularly scheduled Board meeting, the non-employee directors met in executive session, without the Chief Executive Officer or other members of management present. TheIt has been our practice for the independent directors generallyto also meet in executive session, chaired by the Lead Director, and did so at each regular scheduled Board meeting in 2019.least once per year. All directors attended at least 75% of the aggregate of all

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Corporate Governance Matters

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 2019,2021, with an average attendance of over 98%. All of the directors then servingMs. Wozniak and Mr. Hogan attended the 20192021 Annual General Meeting in person, exceptperson. All other directors nominated for Messrs. Baldwinelection at the 2021 Annual General Meeting joined by telephone due to health and Parker, who attended by telephone.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 committees in 2021, which were paid on quarterly basis, were as follows:


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

In 2019December 2021, Willis Towers Watson reviewed our director compensation with the GovernanceCompensation and Human Capital Committee based on the director compensation practices of our executive compensation peer group (described on page 30)39). No changes to the annual retainers were recommended at this time and no changes wereor made.


Director Retainers

The annual retainers for non-employee directors’ service on the Board and Board Committees in 2019 were as follows:

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

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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Corporate Governance Matters


Stock Ownership Guidelines for Non-Employee Directors

Directors are restricted from selling nVent ordinary shares until they meet the stock ownership guideline of five times the annual board retainer within five years. Each restricted stock unit represents the right to receive one of our ordinary shares upon vesting and includes one dividend equivalent unit, which entitles the holder to all cash dividends declared on one of our ordinary shares from and after the date of grant. Dividend equivalent units are accrued during the vesting period, and paid to directors in cash at the same time the related restricted stock units vest.

Stock Ownership Guidelines for Non-Employee Directors

Stock Ownership for Non-Employee Directors Serving as of December 31, 2019


     Share
Ownership
(1)
     12/31/19
Market Value
($)(2)
     Ownership
Guideline
($)
     Progress
Toward
Guideline
Brian M. Baldwin13,551,961346,659,162400,000Met(3)
Jerry W. Burris33,296851,712400,000Met
Susan M. Cameron9,001230,246400,000On track(4)
Michael L. Ducker12,853328,780400,000On track(4)
David H. Y. Ho16,723427,774400,000Met
Randall L. Hogan640,65516,387,955400,000Met
Ronald L. Merriman29,796762,182400,000Met
William T. Monahan63,9321,635,381400,000Met
Herbert K. Parker8,853226,460400,000On track(4)

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  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

Corporate Governance Matters

(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 31, 20192021 of $25.58.$38.00.
(3)Includes 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 2019.2021.

(a)(b)(c)(d)(e)(f)(g)(h) (b) (c) (d) (e) (f) (g) (h)
Name     Fees
Earned
or Paid
in Cash
($)
     Stock
Awards
($)(1)
     Option
Awards
($)(2)
     Non-Equity
Incentive Plan
Compensation
($)
     Change in
Pension Value
and Deferred
Compensation
Earnings
($)
      All Other
Compensation
($)
     Total
($)
 Fees
Earned
or Paid
in Cash
($)
 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. Baldwin95,000129,995224,995
Jerry W. Burris110,000129,995239,995 110,000 176,787     286,787
Susan M. Cameron92,500129,995222,495 124,571 176,787     301,358
Michael L. Ducker95,000129,995224,995 107,000 176,787     283,787
David H. Y. Ho107,000129,995236,995
Randall L. Hogan220,000129,995349,995
Randall J. Hogan 220,000 176,787     396,787
Ronald L. Merriman112,500129,995242,495 112,500 176,787     289,287
William T. Monahan122,500129,995252,495
Nicola Palmer 92,500 176,787     269,287
Herbert K. Parker92,500129,995222,495 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 2019.2021. Restricted stock units are valued at market value on the date of grant and are expensed over the vesting period. As of December 31, 2019,2021, 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. Baldwin5,775
Jerry W. Burris5,775 5,591 
Susan M. Cameron5,775 5,591 
Michael L. Ducker5,775 5,591 
David H. Y. Ho5,775
Randall Hogan5,775
Randall J. Hogan 5,591 
Ronald L. Merriman5,775455 5,591 482
William T. Monahan5,77513,750
Nicola Palmer 5,591 
Herbert Parker5,775 5,591 
Greg Scheu 5,591 
Jacqueline Wright 5,591 

(2)No stock options were granted to our non-employee directors during 2019.2021 or 2020. As of December 31, 2019, 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.

Name Outstanding
Stock Options
Brian Baldwin30
Jerry W. BurrisnVent Electric plc32,549
Susan Cameron
Michael Ducker
David H. Y. Ho22,017
Randall Hogan1,411,163
Ronald L. Merriman38,665
William T. Monahan32,549
Herbert Parker

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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 20212023 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 rigorous stock ownership guidelines.

These and other actions demonstrate our continued commitment to align executive compensation with shareholders’ interests while providing competitive compensation to attract, motivate and retain the Named Executive Officers and other key executives. We will continue to review and adjust our executive compensation programs with these goals in mind to ensure the long-term success of our company and generate increased long-term value to our shareholders.


This non-binding advisory vote gives you an opportunity to express your views about our executive compensation programs. As we further align our executive compensation programs with the interests of our shareholders while continuing to retain key talented executives that drive our company’s success, we ask that you approve the compensation of the Named Executive Officers.


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Executive Compensation


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


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


Vote Requirement

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


 
Each of the Board and the Compensation and Human Capital Committee recommends a voteFORthe 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, 2019.2021.


THE COMPENSATION AND HUMAN CAPITAL COMMITTEE


Jerry W. Burris,Chair

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

2020 Proxy Statement     25Jacqueline 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 2019:2021:


NamePosition
Beth A. WozniakChief Executive Officer
Sara E. ZawoyskiExecutive Vice President and Chief Financial Officer (since November 1, 2019)
Jon D. LammersExecutive Vice President, General Counsel and Secretary
Aravind PadmanabhanJoseph A. RuzynskiPresident of Enclosures
Lynnette R. HeathExecutive Vice President and Chief TechnologyHuman Resources Officer
Joseph A. RuzynskiPresident of Enclosures
Stacy P. McMahanFormer Executive Vice President and Chief Financial Officer (until November 1, 2019)

2019Key Business Results and Goals*

nVent is a $2.2$2.5 billion in sales, high-performance electrical company with a dedicated team of approximately 9,5009,900 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, the core of our operating model is Spark our management system. Spark has five elements: People, Growth, Lean, Digital and Velocity.system defines how we operate. Together, they provide the mindset and operating system to propel the success of our new company. Spark supports the high performance culture we are buildingfostering at nVent. Spark hasnVent, and the five elements: People Growth, Lean, Digital and Velocity:elements are described as:


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

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Our teams executed well in a

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Compensation Discussion and Analysis


2021 Full-Year Results* and Highlights Include:

2021 was an outstanding year. We are proud of the dedication and teamwork of our employees across the globe as they continued to deliver for our customers. For the full year, where we saw macroeconomic uncertainty negatively impact global demand. Sales were flat relative to 2018; however the team was able to expand segment income**margin, deliver earnings per share (“EPS”)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. 2019 full-year results


We executed well on our strategy throughout the year. We completed two acquisitions, Vynckier and highlights include: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 $2.2$2.5 billion were flatup 23% relative to 2018. One nVent2020, with broad-based growth across all segments and key vertical initiatives, along with new product and fast growth region sales, grew versus 2018verticals.
Operating income was $333$255 million versus $311compared to $38 million in 2018, up 7%.2020. On an adjusted basis, segment incomeSegment Income was $424$436 million, flat compared to 2018

*Please see Appendix A for reconciliation of GAAP to non-GAAP financial measures includedup from $348 million 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.2020.
**“Segment Income” represents Operating Income exclusive of non-cash intangible amortization, separation costs, certain acquisition related costs, costs of restructuring activities, impairments and other unusual non-operating items.

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NetFull-year net cash provided by operating activities was $336$373 million and total free cash flowFree Cash Flow was $304$334 million. We delivered full-year free cash flowFree Cash Flow of approximately 100% of adjusted net incomeincome.
Completed Eldon acquisition, strengthening global growth opportunity and expanding enclosures portfolio
Returned over $350We returned approximately $230 million in cash to shareholders through dividends and share repurchasesrepurchases.
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.

Sales

Our sales during 20192021 were $2,204$2,462 million, approximately flatup 23% compared to $2,214$1,999 million in 2018.2020. Sales is a key metric in our Management Incentive Plan, detailed beginning on page 32.41.


Segment Income

Operating incomeFull-year reported earnings per share (“EPS”) was $1.61 in 2019 was $333 million2021 compared to $311 million$(0.28) in 2018. Segment Income2020. Adjusted EPS was $1.96 in 2019 was $424 million, flat2021, up 31% compared to 2018. Return on Sales (Segment Income divided by Sales) expanded 20 basis points$1.50 in 2019 over the prior year. Segment Income2020. EPS is a key metric in our Management Incentive Plan, detailed beginning on page 32.

41.
 

Adjusted EPS

Full-year reported EPS was $1.29 in 2019 compared to $1.28 in 2018. Adjusted EPS was $1.78 in 2019, up 2% compared to $1.74 in 2018. EPS is a key metric in our Long-Term Incentive Plan, detailed beginning on page 34.

Free Cash Flow

Full-year net cash provided by operating activities was $336$373 million and total free cash flow was $304$334 million in 2019.2021. This compares to full-year net cash provided by operating activities of $344 million and total free cash flow of $301$306 million in 2018.2020. Free cash flow is a key metric in our Management Incentive Plan, detailed beginning on page 32.

41.

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

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In 2019


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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 were pleased withare delivering to our ability to execute in a more challenging macroeconomic environment while making progress and building momentum aroundshareholders. Additional information about our One nVent initiatives. On capital allocation, we completed our first acquisition with Eldon, paid a competitive dividend and bought back approximately 5 percent of our shares outstanding. To ensure a One nVent focus and strong teamwork, all members of our leadership team were assigned to short- and long-term incentive plansprograms 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 for 2021 used the following direct compensation elements:


Pay ElementDescriptionLink to Strategy and Performance
Base Salary•   A fixed level of cash compensation determined based on benchmark data, scope of responsibility, years of experience, and individual performanceTo attract and compensate high-performing and experienced leaders at a compensation level that is competitive in the 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 goals in key areas of financial performance
Long-Term Incentive Compensation (“LTI”)

Performance Share Units:

50% of annual LTI

Payout based on Relative TSR

Aligns the interests of our executives with shareholders, encouraging long-term prioritization that we believe will increase shareholder value by generating sustained and superior operational and financial performance over an extended period of time

•   Stock Options:

25% of annual LTI

Directly aligns the interests of our executives with shareowners. Options only have value for executives if operating performance results in stock price appreciation

•   Restricted Stock Units:

•   25% of annual LTI

Aligns the interest of our executives with shareholders and strengthens key executive retention over relevant time periods to help ensure consistency and execution of long-term strategies

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


The Committee reviews total compensation for executive officers and the relative levels of each of these forms of compensation against the Committee’s goals. The mix of total direct compensation for 2021 for our Chief Executive Officer and the average of the other Named Executive Officers is shown in the chart on page 39.


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Our Compensation Best Practices


What We DoWhat We Don’t Do

    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

    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


Shareholder Engagement Initiatives and Say on Pay

We value investor feedback and continue to seek feedback through engagement initiatives to align our executive compensation programs with shareholder expectations. We view shareholder engagement as an important and continuous cycle. Throughout 2021, we continued our shareholder engagement initiative pursuant to which members of the Board and management met with shareholders representing approximately 29% of our outstanding ordinary shares on a range of issues. Through these engagements, we received feedback in support of our existing executive compensation programs. In our 2021 advisory vote on the compensation of our Named Executive Officers (“Say-on-Pay”), approximately 82% of the votes cast by our shareholders were cast in favor of our executive compensation “Say-on-Pay.” The Compensation and Human Capital Committee remains committed to continuing the dialogue with shareholders regarding our compensation philosophy and practices and considered the Say-on-Pay vote results in the context of engaging with shareholders and designing our executive compensation programs.


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The feedback we heard from these engagement initiatives is summarized in the table below, along with our actions taken to respond to these items.


Shareholder 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 Shareholder Return (“TSR”) in our Performance Share Unit plan. Additional details on our Performance Share Unit plan are provided on page 44.
Consider inclusion of an environmental metric in the incentive plansThe Committee approved the addition of an environmental metric for our 2022 annual incentive plan. This metric ties to our Planet Goals disclosed in our ESG Report. With the addition of this metric to the MIP, the People & Culture Scorecard will be renamed the ESG Scorecard. Additional details are provided on page 47.
Expand the disclosure on the one-time performance based supplemental grant awarded to named executive officersIn February 2021, the Committee approved a one-time performance based supplemental stock award for our executive officers, including our Named Executive Officers to align the team with our goal of emerging stronger from the pandemic. These awards were granted in light of multiple factors:
in recognition of the extraordinary efforts by our senior leadership during 2020 in directing our response to the COVID-19 pandemic,
in consideration of the negative impact of the pandemic on our 2018-2020 and 2019-2021 performance share units, which had been trending near 75% and 100% of target prior to the pandemic respectively, and
to serve as added retention and performance incentive for our executive officers, who the Committee believed were critical to our efforts to grow the business and deliver value to shareholders. We believe that our 2021 financial performance, and our executive officers’ contributions to that performance, have demonstrated the value that they can deliver to our shareholders.
Additional details, including the goal setting process, are provided on page 45.

Comparative Framework

In setting compensation for our executive officers, including our Named Executive Officers, the Compensation and Human Capital Committee uses competitive compensation data from an annual total compensation study of selected peer companies (our “Comparator Group”) and other relevant survey sources to inform its decisions about overall compensation opportunities and specific compensation elements. Additionally, the Committee uses multiple reference points when establishing targeted compensation levels. The Committee applies judgment and discretion in establishing targeted pay levels, taking into account not only competitive market data, but also factors such as company, business segment and individual performance, scope of responsibility, critical needs and skill sets, experience, leadership potential and succession planning. The Committee selects companies for inclusion in the Comparator Group based on several important criteria:


publicly-traded on a major exchange;
similar in business scope and/or operations to our segments and global in nature;
within a reasonable revenue range (generally 0.5x to 2x) compared to our revenue;
where we compete for talent; and
engaged in the same or a similar industry to ours, based on Global Industry Classification Standard (“GICS”) code: electrical components and equipment, electronic components and industrial machinery.

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The Committee worked with Willis Towers Watson to develop our Comparator Group for use in setting target compensation for 2021 for our executive officers, including our Named Executive Officers. Our Comparator Group for 2021 included the following 18 peer companies, which had revenues ranging from approximately $493 million to $4.5 billion, with median revenues of approximately $2.5 billion:


Acuity Brands, Inc.AMETEK, Inc.Atkore International Group Inc.
Belden Inc.Colfax CorporationEnerpac Tool Group Corp. (formerly Actuant Corporation)
EnerSysGenerac Holdings Inc.Graco Inc.
Hubbell IncorporatedIDEX CorporationITT Inc.
Lincoln Electric Holdings, Inc.Littelfuse, Inc.Regal Beloit Corporation
SPX CorporationThe Timken CompanyWoodward, 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.


Compensation Program Elements

We have three elements of total direct compensation: base salary, annual incentives and long-term incentives, which are tieddescribed below. We also provide limited perquisites (see page 47) and standard retirement and health and welfare benefits (see page 49).


2021 Target Direct Compensation Mix(1)



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

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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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 overall performanceimpact of nVent. Sales, operating incomeCOVID-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 cash flow were below plan, resultingthe 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 below target2022 to align with the annual incentive paymentsmerit planning timeline for 2019 (see Annualnon-executive officers.


2021 Incentive Compensation discussion beginningChanges

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 page 32). nVent is committed to ensuringthe performance measures that we believe most directly reflect our executive pay programs are alwaysfinancial 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 resultsbenefits 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 shareholders.non-executive officer population.

Annual Incentives

2020 Proxy Statement     27To provide competitive compensation to attract and retain top talent while linking pay to annual performance, we pay a portion of our executives’ cash compensation as incentive compensation tied to annual business performance as measured against annual goals established by the Compensation and Human Capital Committee.

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



Targets

Each Named Executive Officer’s targeted level of incentive compensation opportunity under the MIP is set as a percentage of base salary, based on the Committee’s review of its independent advisor’s recommendations, relevant survey data and, in the case of Named Executive Officers other than the Chief Executive Officer, the recommendations of the Chief Executive Officer. The Committee generally sets each executive’s target incentive compensation opportunity with reference to the Comparator Group’s target payouts and does not set target incentive compensation opportunities based on a particular peer group benchmark or any single factor.

The target incentive compensation opportunity set by the Committee for each Named Executive Officer varies depending on a wide range of factors, including competitive conditions for the Named Executive Officer’s position within the Comparator Group and in the broader employment market, as well as the Named Executive Officer’s performance, level of responsibility and experience. An executive officer’s base salary multiplied by the incentive compensation opportunity percentage establishes the target incentive compensation for which the executive officer is eligible.


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Overview of Compensation Program and Objectives

The Compensation 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 uses the following direct compensation elements:

Pay ElementDescriptionLink to Strategy and Performance

Base Salary

A fixed level of cash compensation determined based on benchmark data, scope of responsibility, years of experience, and individual performance
To attract and compensate high-performing and experienced leaders at a compensation level that is competitive in the marketplace

Annual Incentive
Compensation

An opportunity to earn a cash payment based 100% on formulaic determination against pre-established financial metrics
To motivate and reward executives for achieving annual goals in key areas of financial performance

Long-Term
Incentive
Compensation
(“LTI”)

Performance Share Units:
50% of annual LTI
Payout based on Adjusted EPS
Aligns the interest of our executives with shareholders by focusing executives on the achievement of specific long-term financial performance goals directly aligned with our operational and strategic plans
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 ensure consistency and execution of long-term strategies

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

The 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 2019 for our Chief Executive Officer and the average of the other Named Executive Officers is shown in the chart on page 31.

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Our Compensation Best Practices

What We 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


Shareholder Engagement Initiatives

We value investor feedback and will continue to seek feedback through engagement initiatives to align our executive compensation programs with shareholder expectations. We view shareholder engagement as an important and continuous cycle. Throughout 2019, members of the Board and management met with shareholders representing approximately 26% of our outstanding common stock on a range of issues. Through these engagements, we received feedback in support of our existing executive compensation program.

2019 Shareholder Engagement Process

Advisory Shareholder Say-on-Pay Vote

At our 2019 Annual General Meeting, after the 2019 executive compensation actions described in this Compensation Discussion and Analysis had taken place, we held an advisory shareholder vote to approve the compensation of our Named Executive Officers for 2019. We are gratified that our shareholders voted 92.7% in favor of our executive compensation programs. In light of this strong level of shareholder support for our compensation programs, we did not undertake any material changes for 2019 in response to the vote.


We expect to continue a similar engagement process for 2020.

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Comparative Framework

In setting compensation for our executive officers, including our Named Executive Officers, the Committee uses competitive compensation data from an annual total compensation study of selected peer companies (our “Comparator Group”) and other relevant survey sources to inform its decisions about overall compensation opportunities and specific compensation elements. Additionally, the Committee uses multiple reference points when establishing targeted compensation levels. The Committee applies judgment and discretion in establishing targeted pay levels, taking into account not only competitive market data, but also factors such as company, business segment and individual performance, scope of responsibility, critical needs and skill sets, experience, leadership potential and succession planning. Our Compensation Committee selects companies for inclusion in the Comparator Group based on several important criteria:

publicly-traded on a major exchange;
similar in business scope and/or operations to our segments and global in nature;
within a reasonable revenue range (generally 0.5x to 2x) compared to our revenue;
where we compete for talent; and
engaged in the same or a similar industry to ours, based on Global Industry Classification Standard (“GICS”) code: electrical components and equipment, electronic components and industrial machinery.

The Committee worked with Willis Towers Watson to develop our Comparator Group for use in setting target compensation for 2019 for our executive officers, including our Named Executive Officers. Our Comparator Group for 2019 included the following 19 peer companies, which had revenues ranging from approximately $1,183 billion to $4,846 billion, with median revenues of approximately $2,745 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 CorporationSPX CorporationThe Timken Company
Woodward, Inc.

Following its annual review of the Comparator Group in preparation for setting 2020 compensation, the Committee approved the removal of General Cable Corporation following that company’s sale in a merger transaction. No other changes were made for 2020.

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2019 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 35) and standard retirement and health and welfare benefits (see pages 37 and 38).

2019 Target Direct Compensation Mix
CEOOther Named Executive Officers

(1)Target Direct Compensation Mix for Other Named Executive Officers was calculated as if the Named Executive Officers were in their officer roles for the full year, and includes their December 31 base salary, 2019 target annual incentive compensation and 2019 target long-term incentive compensation.

Base Salaries

We provide each Named Executive Officer with a fixed base salary. In setting base salaries, the Committee generally references comparable positions at peer companies based on available market data, which include published survey data and proxy statement data for our Comparator Group. The Committee considers compensation at comparable companies, and does not set base salaries based on a particular peer group benchmark or any single factor. Differences in base salaries among the Named Executive Officers are determined by the Committee based on numerous factors such as competitive conditions for the Named Executive Officer’s position within the Comparator Group and in the broader employment market, as well as the Named Executive Officer’s level of responsibility, experience and individual performance.

Following a detailed review of each Named Executive Officer’s base salary, the Committee approved the following:

Named Executive Officer2019 Base SalaryComments
Ms. Wozniak$875,000
Increase of 6.7% based on her performance, responsibility, and market competitiveness
Ms. Zawoyski$465,000
Based on her level of responsibility, a market review, market competitiveness, experience, and prior compensation level
Prorated for 2019 based on the effective date of her appointment as Chief Financial Officer
Mr. Lammers$468,000
Increase of 4% based on his performance, responsibility, and market competitiveness
Mr. Padmanabhan$430,000
Based on his level of responsibility, market competitiveness, prior compensation level, and arm’s length negotiation
Mr. Ruzynski$400,000
Increase of 14.3% based on his performance, responsibility, and market competitiveness
Ms. McMahan$512,500
Increase of 2.5% based on her performance, responsibility, and market competitiveness
Prorated for 2019 based on the effective date of her separation

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Annual Incentive Compensation

To provide competitive compensation to attract and retain top talent while linking pay to annual performance, we pay a portion of our executives’ cash compensation as incentive compensation tied to annual business performance as measured against annual goals established by the Committee. In 2019, we provided cash annual incentive compensation to our executive officers, including the Named Executive Officers, under our Management Incentive Plan (“MIP”). MIP awards were granted under the nVent Electric plc 2018 Omnibus Incentive Plan.

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 their 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.

These incentive compensation targets as a percentage of salary and a dollar amount, based on the annual base salary in effect on December 1, 2019,2021, were as follows:

      2019 Target
(% of Base
Salary)
      2019
Target
($)
Beth A. Wozniak110$962,500
Sara E. Zawoyski(1)70$248,042
Jon D. Lammers65$304,200
Aravind Padmanabhan(2)65$23,738
Joseph A. Ruzynski65$260,000
Stacy P. McMahan(3)75$321,190
(1)Target for Ms. Zawoyski reflects proration due to a change in her target percentage during the performance year effective November 1, 2019 in connection with her appointment as Executive Vice President and Chief Financial Officer.
(2)Target dollar amount for Mr. Padmanabhan reflects proration based on his start date of December 1, 2019.
(3)Target dollar amount for Ms. McMahan reflects proration based on her separation date of November 1, 2019.

  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.


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Compensation Discussion and AnalysisPerformance Measures

For the 20192021 MIP, the Compensation Committee approved, based on recommendations of our Chief Executive Officer, the following three performance measures, which applied to each of our Named Executive Officers: segment income, revenue,Revenue, Adjusted Earnings Per Share, Free Cash Flow, and free cash flow,the People & Culture Scorecard, each measured with respect to enterprise-wide performance.


The performance goals that applied to each of our Named Executive Officers, as well as the weight assigned to each performance goal and the corresponding payout levels, were as follows:

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)
($)
Revenue (gross sales less applicable deductions for discounts, returns, and price adjustments)352,214 million2,265 million2,380 millionN/A
Segment Income (represents Operating Income exclusive of non-cash tangible amortization, separation costs, certain acquisition related costs, costs of restructuring activities, impairments and other unusual non-operating items)35424 million451 million477 million499 million
Free Cash Flow (cash from operating activities less capital expenditures, plus proceeds from sale of property and equipment)30301 million334 million384 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 2019,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
(%)
2019 Results
($)
Payout
(%)

Weighted
Payout
(%)(1)

Revenue     35     2,214 million     75.3     26.4
Segment Income (As Adjusted for factors specified below)  35424 million75.526.4
Free Cash Flow (As Adjusted for factors specified below)30315 million85.325.6
Total10078.4

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 ($24.29 million), intangible asset amortization ($61.468 million), pension mark-to-market gain ($15 million), certain acquisition related costs ($2.4 million), inventory step-up amortization ($3.2 million), foreign exchange impact ($3.84 million), and other adjustments for non-recurring itemsloss on early extinguishment of debt ($3.915 million). Adjustments to free cash flow for factors specified in the MIP include cash payments related to non-recurring tax matters of $10.7 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.


In establishing the 2020 MIP performance goals and potential payouts in February 2020, the Compensation Committee eliminated the 300% payout potential for Segment Income to align with governance best practices based on feedback from its Independent Advisor.

2019 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 20192021 was as follows:

Equity Mix

2021

2019

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.

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


Consistent with that approach, in 2019,2021, the Committee referenced benchmark data (including compensation surveys, Comparator Group information, and other data provided by Willis Towers WatsonWatson) in setting target dollar award levels for each Named Executive Officer and for each position or grade level.

The following table shows the target value of the 20192021 long-term incentive compensation awards granted to the Named Executive Officers:

20192021 Target
Award Opportunity
($)
Beth A. Wozniak 3,750,0004,900,000
Sara E. Zawoyski(1)250,0001,250,000
Jon D. Lammers1,000,000750,000
Aravind Padmanabhan
Joseph A. Ruzynski600,000775,000
Stacy P. McMahanLynnette R. Heath1,100,000
(1)The value shown for Ms. Zawoyski reflects the award she received prior to her appointment as Executive Vice President and Chief Financial Officer.600,000

The Committee approved in December 20182020 the elements and mix of long-term incentive compensation granted effective January 2, 2019March 1, 2021 under the nVent Electric plc 2018 Omnibus Incentive Plan. The Committee granted all then-serving Named Executive Officers a mix of the following components: stock options, restricted stock units, and performance share units. Mr. Padmanabhan received a sign-on grant of $750,000 comprised of restricted stock units.

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For 2019,2021, the Committee maintained the mix of long-term incentive award mix of 50% performance share units, at 50% of the long-term award value, and25% stock options, and 25% restricted stock units each at 25% of the total long-term award value.units. The components had the features described below:

Performance share units:Each performance share unit represents the right to receive one of our ordinary shares at the end of a three-year performance period if specified performance goals are achieved. Similar to restricted stock units, performance share units include dividend equivalent units that are accrued during the vesting period, and paid to participants in cash at the same time as, and only to the extent that, the related performance share units vest. For the performance share units granted in 20192021 relating to the 2021-2023 performance period, 2019-2021, the Compensation and Human Capital Committee approved adjusted earnings per share (“EPS”) growth,TSR relative to the S&P 400 Industrials, measured at the end of the third year of the performance period as the performance measure because the Committee feelsbelieves it aligns closelyhelps ensure continued alignment of our executives’ incentives with shareholder value creation,the interests of our shareholders, and is critical to achieve for a newly formed public company.supports our focus on growing the business. The performance goal and corresponding payout levels for the performance share units granted in 2019 were2021 are as follows:

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

44nVent Electric plc
MetricsWeight
(%)
Threshold
(50% payout)
($)
Target
(100% payout)
($)
Superior
Performance
(200% payout)
($)
Excellence
(300% payout)
($)
Adjusted EPS Growth     100.0     1.96     2.19     2.58     2.71

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Payouts would be scaledare interpolated for performance between threshold and target and between target and maximum.

In February 2020, the Compensation Committee reviewed the performance goals and eliminated the 300% payout potential to align with governance best practices based on feedback from its Independent Advisor.

Stock options:Each stock option has a term of ten years, with one third of options vesting on each of the first, second, and third anniversaries of the grant date.
Restricted stock units:Each restricted stock unit represents the right to receive one of our ordinary shares upon vesting and includes one dividend equivalent unit, which entitles the holder to a cash payment equal to all cash dividends declared on our ordinary shares from and after the date of grant. Dividend equivalent units are accrued during the vesting period and paid to participants in cash at the same time as, and only to the extent that, the related restricted stock units vest. One-third of the restricted stock units vest on each year.of the first, second, and third anniversaries of the grant date.

The total number of shares subject to all the performance share units, stock options and restricted stock units, and the values of the awards, granted to the Named Executive Officers in 20192021 are reflected under “Executive Compensation Tables-Grants of Plan-Based Awards in 2019.2021.” The value of restricted stock units that vested for each Named Executive Officer in 20192021 and the value of options exercised by each Named Executive Officer in 20192021 are shown in the table under “Executive Compensation Tables-2019Tables-2021 Option Exercises and Stock Vested Table.”

2021 Supplemental Grant of Performance Share Units

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

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

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

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

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

The rolling three-year average total shareholder return of the S&P 400 ending December 31, 2018, 2019 and 2020, which was 7% at the median,
nVent stock price performance during 2020, and
Analyst expectations.

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

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

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

Vesting Requirements
Stock Price
Hurdle
Requirements
Service 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 award
8.0%
Second Tranche$28.352 years from grant date1/3 of the award
16.6%
Third Tranche$30.623 years from grant date1/3 of the award
26.0%

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

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

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

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

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

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

Officers
   Named
Executive Officer

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

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

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Achievement under 2019-2021 PSUs

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

The Committee reviewed and approved the performance share units for the 2019-2021 performance period as reflected in the chart below:

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

Annual Incentive Compensation

In establishing the 2022 MIP performance goals and potential payouts in December 2021, the Compensation and Human Capital Committee decided to rename the People & Culture Scorecard, the ESG Scorecard in order to broaden the focus of the scorecard and further align with our ESG goals reported in our ESG Report. Along with renaming the scorecard, the Committee approved the addition of an environmental metric that is aligned to our Planet Goals disclosed in our ESG Report. As described under the heading “Shareholder Engagement Initiatives”, the Committee selected this metric for inclusion in the 2022 MIP as a response to requests from our shareholders to include an environmental metric in our incentive plans. This metric will replace the Employee Resource Group membership growth metric. Additional details on this metric will be included in our proxy statement for our 2023 annual general meeting of shareholders.

Perquisites and Other Personal Benefits

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

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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

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these guidelines and periodically reviews the definition of “stock ownership” to reflect the practices of companies in the Comparator Group. “Stock ownership” currently includes ordinary shares owned by the officer both directly and indirectly, the pro-rated portion of the officer’s unvested restricted stock units, shares held by the officer in his or her qualified retirement plan account, and shares acquired under our employee stock purchase plan. Stock ownership does not include performance share units until they are earned at the end of the performance period. The Committee determined that, over a period of five years from appointment, certain executives should accumulate and hold ordinary shares equal to specified multiples of base salary. The multiples of base salary required by the guidelines are as follows:

Executive 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 Human Resources Officer;2.5x base salary
Executive Vice President and General Counsel and Secretary;
Executive Vice President and Chief Growth Officer;
Executive Vice President and Chief Technology Officer;
Segment Presidents
Other key executives2.0x base salary

Due to their recent appointments, none ofAs shown in the table below, all Named Executive Officers has yet met his or herhave reached their ownership guideline. However, eachguideline as of them has five years from their appointment 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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Policy Prohibiting Hedging and Pledging

We maintain a policy that prohibits our employees, including executive officers, and directors, their family members and anyone designated to engage in securities transactions on their behalf from engaging in hedging or pledging transactions involving our ordinary shares or other nVent securities. This policy prohibits purchasing financial instruments, including prepaid variable forward contracts, equity swaps collars and exchange funds,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.

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Retirement and Other Benefits

Our Named Executive Officers and other eligible executives and employees may participate in a qualified retirement plan and a nonqualified deferred compensation plan, both of which are described below. Ms. Wozniak is also eligible to participate in a Supplemental Executive Retirement Plan, which is described below under “Executive Compensation Tables – Pension Benefits.” We also provide other benefits such as medical, dental, life insurance and disability coverage to substantially all of our full-time U.S. salaried employees, including the Named Executive Officers. We aim to provide employee and executive benefits at levels that reflect competitive market levels.

Qualified Retirement Plan

For 2019,2021, our U.S. employees, including our Named Executive Officers, were eligible to participate in the nVent Management Company Retirement Savings and Investment Plan (“nVent RSIP”), a tax-qualified 401(k) retirement savings plan under which they could contribute up to 50% of their base salary and incentive compensation on a before-tax basis and 15% of compensation on an after-tax basis. 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 limits the amount of cash compensation considered for contribution purposes to the maximum imposed by the Code, which was $280,000$290,000 in 2019.2021.

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

Medical, Dental, Life Insurance and Disability Coverage

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

Other Paid Time-Off Benefits

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

Deferred Compensation

We sponsor a non-qualified deferred compensation program, called the Sidekick Plan, for our U.S. executives within or above the pay grade that has a midpoint annual salary of $181,500$188,800 in 2019.2021. 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 $280,000$290,000 in 2019,2021, 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.

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Compensation Discussion and Analysis

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

Severance and Change-in-Control Benefits

We provide severance and change-in-control benefits to selected executives to provide for continuity of management upon a threatened or completed change in control. These benefits are designed to provide economic protection to key executives following a change in control of our company so that our executives can remain focused on our business without undue personal concern. We believe that the security that these benefits provide helps our key executives to remain focused on our ongoing business and reduces the key executive’s concerns about future employment. We also believe that these benefits allow our executives to consider the best interests of our company and its shareholders due to the economic security afforded by these benefits. We do not 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 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 themaintains a Severance Plan, effective March 1, 2019. Under 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.

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Compensation Discussion and Analysis

In connection with Ms. McMahan’s cessation of employment on November 1, 2019 (the “Separation Date”), our wholly-owned subsidiary nVent Management Company (“NMC”) entered into a Separation and Release Agreement with Ms. McMahan (the “McMahan Agreement”). Under the McMahan Agreement, NMC agreed to make separation payments to Ms. McMahan of $1,345,313, provided that Ms. McMahan complied with her obligations under the McMahan Agreement, including the non-solicitation and non-competition covenants described below. The McMahan Agreement also provided that NMC would continue to contribute its current cost-share (in the amount of $1,506 per month) towards Ms. McMahan’s COBRA premiums for the first 18 months following the Separation Date provided Ms. McMahan timely elected COBRA. Ms. McMahan remained eligible to receive a prorated annual cash incentive for 2019, subject to the terms and conditions of the MIP, and earned the amount in the Summary Compensation Table below for 2019 in March 2020. NMC also paid for outplacement services up to $10,000. In addition, NMC agreed to treat Ms. McMahan’s unvested equity awards as follows: restricted stock units were fully and immediately vested effective as of the Separation Date; performance share units remained eligible for vesting following the end of the applicable performance period based upon our actual performance and actual achievement of performance goals; and stock options remained outstanding and continue to vest according to the award’s original vesting schedule and will be exercisable until the earlier of the expiration date of the award or the five year anniversary of the Separation Date. In exchange for the benefits above, Ms. McMahan released NMC and all of its affiliated entities and persons from all claims arising out of her employment or separation of employment. Ms. McMahan also agreed for a 24-month period after the Separation Date that she would not (1) provide services to any entity engaged in a business that is competitive with us and our affiliates, (2) solicit or accept competitive business from any customer of ours or our affiliates or (3) solicit any of our or our affiliates’ employees.

Impact of Tax Considerations

As a resultThe Compensation and Human Capital Committee considers the tax deductibility of the Tax Cuts and Jobs Act,compensation it approves for its Named Executive Officers, including the $1 million deduction limit imposed by 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 CompensationCode. The Committee intends to set compensation for our executive officers at levels that 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 underas 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 2019,2021, 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 20192021 to our company in addition to its service as compensation consultant to the Compensation Committee was a de minimis amount of retirement consulting and talent and rewards consulting.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.

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Compensation Discussion and Analysis

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, ChairmanChair 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 ChairmanChair 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 last day 15th of the month following the date of hire or promotion or the last day 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 firstnext 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 2019.2021. 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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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 theyearsthe years ended December 31, 2017, 20182019, 2020 and 2019.2021.

(a)(b) (c)(d)(e)(f)(g)(h)(i)(j)
Name and
Principal Position
 Year Salary
($)
(1)
 Bonus
($)(2)
   Stock
Awards
($)(3)
   Option
Awards
($)(4)
  Non-Equity
Incentive Plan
Compensation
($)(5)
 Change in
Pension Value and
Non-Qualified Deferred
Compensation Earnings
($)(6)
 All Other
Compensation
($)(7)
   Total
Compensation
($)
Beth A. Wozniak2019875,0342,812,489 936,760754,654575,96844,5385,999,443
Chief Executive Officer2018716,1932,100,002 699,486843,249276,36352,3624,687,655
2017485,000975,009 324,99453,829297,76975,1622,661,760
Sara E. Zawoyski2019317,705166,67683,349194,47919,136781,345
Executive Vice President and
Chief Financial Officer
Jon D. Lammers2019 468,018749,988 249,804238,51027,0771,733,397
Executive Vice President,2018 450,000449,988 149,890321,750252,2591,623,887
General Counsel and Secretary
Aravind Padmanabhan2019 35,835 850,000750,29918,6128961,655,642
Executive Vice President and
Chief Technology Officer
Joseph A. Ruzynski2019400,015449,997 149,881203,85519,3391,223,087
President of Enclosures2018 334,18255,000300,00099,928186,23158,5491,033,890
2017 290,938 500,000150,01074,997117,20845,6491,312,967
Stacy P. McMahan2019 429,041825,014 274,781251,831422,5122,203,179
Former Executive2018 500,000656,255 218,590412,50034,4041,821,749
Vice President and2017 125,000499,984121,736152,766899,486
Chief Financial Officer
(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 ournonqualifiedour nonqualified deferred compensation plans.

(2)

The amount shown in column (d) for Mr. Padmanabhan represents the sign-on award he received in connection with the commencement of his employment with nVent.

(3)

Thefiscal 2021 amounts in column (e) represent the aggregatesum 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 of restricted stock units and performance share units granted during each year. The values attributable to the 2019 grants of restricted stock units were as follows: Ms. Wozniak – $937,496; Ms. Zawoyski – $83,338; Mr. Lammers – $249,996; Mr. Padmanabhan – $750,299; Mr. Ruzynski – $150,007; and Ms. McMahan – $275,005. The values attributable to the 2019 grants of performance share units were 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 timegrant date fair value of the supplemental performance share units at maximum performance. The grant and were as follows: Ms. Wozniak – $1,874,993; Ms. Zawoyski – $83,338; Mr. Lammers – $499,992; Mr. Ruzynski – $299,991; and Ms. McMahan $550,009. The maximumdate fair values of the 2019 grantsrestricted stock units granted in 2021 and of performance share units at the time of grant assuming that the highest level ofgranted in 2021 if target performance conditions are attained,and maximum performance is achieved are as follows: Ms. Wozniak – $5,624,979; Ms. Zawoyski – $250,013; Mr. Lammers – $1,499,976, Mr. Ruzynski $899,972; and Ms. McMahan $1,650,028. Restricted stock units are valued at market value on the date of grant and are expensed over the vesting period. Theperformance share units vest based on the satisfaction of a three-year service period and the achievement of certain performancemetrics over that same period. Upon vesting, performance share unit holders receive dividends that accumulate during the vesting period.

  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. As previously disclosed,See the unvested equity-basedGrants of Plan-Based Awards in 2021 table for more information on stock awards held by Ms. McMahan were modifiedgranted in connection with her cessation of employment. No incremental fair value pursuant to ASC Topic 718 resulted from these modifications, so no value is shown in the table with respect to the modifications. The estimated intrinsic value of the unvested restricted stock units that were vested in full and the performance share units that remained eligible to be earned based on actual performance was $1,879,961 (estimated using target performance and the closing share price on November 1, 2019).

2021.
(4)(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 2.89%0.45%; expected dividend yield of 2.89%2.94%; expected share price volatility of 25.4%32.6%; and expected term of 6.16.5 years. These estimates require us to make assumptions based on historical results, observance of trends in our peer group’s share

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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. As previously disclosed, the unvested equity-based awards held by Ms. McMahan were modified in connection with her cessation of employment. No incremental fair value pursuant to ASC Topic 718 resulted from these modifications, so no value is shown in the table with respect to the modifications. The estimated intrinsic value of the unvested stock options that remained eligible to vest was $46,784 (estimated using the closing share price on November 1, 2019).

(5)(4)

The amounts in column (g) with respect to 2019 reflect cash awards toearned by the named individuals pursuant to awards under the MIP in 2019, which werefor 2021 as determined by the Compensation and Human Capital Committee at its February 24, 2020 meeting and to the extent not deferred by the executive, paid shortly thereafter.

in 2022.
(6)(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.

(7)(6)

The table below shows the components of column (i) for 2019,2021, which include perquisites and other personal benefits;benefits and our contributions under the Sidekick Plan, the nVent RSIP and the Employee Stock Purchase Plan and severance and related benefits paid to Ms. McMahan under the McMahan Agreement:

Plan:

(a)(b)(c)(d)(e)
     Name     Perquisites, Other
Personal Benefits
and Tax
Reimbursements
($)
(a)
     Contributions under
Defined Contribution
Plans
($)(b)
     Matches under the
Employee Stock
Purchase Plan
($)
     Severances
and
Related
($)
     Total All Other
Compensation
Beth A. Wozniak8,41333,1253,00044,538
Sara E. Zawoyski22518,91119,136
Jon D. Lammers4,32722,75027,077
Aravind Padmanabhan896896
Joseph A. Ruzynski4,13814,0001,20019,339
Stacy P. McMahan3,07930,9683,000385,464422,512
  (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) include payments toconsist of an executive physical for Ms. Wozniak, ($2,642)Ms. Zawoyski, and Mr. Ruzynski ($1,267)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 make them whole for taxes on imputed income resulting from attendance at a sales incentive event at which they were accompanied by their spouses.

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 andRSIP. We did not make any contributions to the Sidekick Plan during 2019. In the case of the Sidekick Plan, the amounts contributed by us during 2019 relate to salary deferrals in 2018.

2021.

(8)2022 Proxy Statement

Because Ms. Zawoyski and Mr. Padmanabhan first became Named Executive Officers in 2019, the Summary Compensation Table includes only one year of their compensation. Because Mr. Lammers first became a Named Executive Officer in 2018, the Summary Compensation Table includes only two years of his compensation.

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Executive Compensation Tables

Grants of Plan-Based Awards in 20192021

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. 01/02/2019 12/10/201841,64883,296249,8881,874,993
Wozniak01/02/201912/10/201841,648937,496
01/02/201912/10/2018201,88822.51936,760
721,875962,5002,261,875
Sara E.03/01/201902/18/20191,5013,0019,00383,338
Zawoyski05/07/201805/07/20183,00183,338
05/07/201805/07/201814,54627.7783,331

186,032

248,042582,900
Jon D.01/02/201912/10/201811,10622,21266,636499,992
Lammers01/02/201912/10/201811,106249,996
01/02/201912/10/201853,83722.51249,804
228,150304,20714,870
Aravind12/31/201912/9/201929,320750,005
Padmanabhan17,80423,73855,785
Joseph A.01/02/201912/10/20186,66413,32739,981299,991
Ruzynski01/02/201912/10/20186,664150,007

01/02/2019

12/10/2018

32,30222.51149,881
195,000260,000611,000
Stacy P.01/02/201912/10/201812,21724,43473,302550,009
McMahan01/02/201912/10/201812,217275,005
01/02/201912/10/201859,22222.51274,781
240,893321,190754,797
      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 – 2019 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%50% of the target amounts shown in column (e). The amounts shown in column (f) are 235%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, 2019.

2021.
(3)

The amounts shown in column (g) as having been granted on January 2, 2019 (for Ms. Wozniak, Mr. Lammers, Mr. Ruzynski, and Ms. McMahan) and March 1, 2019 (for Ms. Zawoyski),2021 and approved on December 14, 2020 reflect the total of the threshold payment levels for the annual performance share units grantedunit grants in 20192021 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)(i) are 300%200% of such target amounts. Any amounts payable with respect to performance units would be paid in March 2022,2024, based on cumulative performance for the period 20192021 to 2021.

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 20192021 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 20192021 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, 20192021

Stock Awards 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
($)(3)
   Number of
Securities
Underlying
Unexercised
Options
Exercisable
(#)
   Number of
Securities
Underlying
Unexercised
Options
Unexercisable
(#)
   Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
(#)
   Option
Exercise
Price
($)(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            74,011  1,893,213               174,205 6,619,790    
   149,434 5,678,492
 65,191   18.25 9/15/2025  
138,5453,543,981 32,389   16.65 1/4/2026  
65,19118.259/15/2025 26,223   19.57 1/3/2027  
32,38916.651/4/2026 138,787   25.34 5/7/2028  
17,4828,741(5)19.571/3/2027 134,592 67,296(5)    22.51 1/2/2029  
46,26292,525(6)25.345/7/2028 78,323 156,648(7)   25.92 1/2/2030  
    201,888(7)22.511/2/2029 0 199,700(8)   27.55 3/1/2031  
Sara E. Zawoyski23,849610,057   57,944 2,201,872  
6,158157,522   40,089 1,523,382
9,12511.766/15/2020 5,061   17.10 1/2/2023  
5,86312.343/2/2021 2,774   27.12 3/3/2024  
5,76213.053/1/2022 3,787   22.36 3/2/2025  
5,06117.101/2/2023 7,305   16.61 3/1/2026  
2,77427.123/3/2024 6,248   20.22 3/1/2027  
3,78722.363/2/2025 15,861   25.34 5/7/2028  
7,30516.613/1/2026 9,697 4,849(6)   27.77 3/1/2029  
4,1642,084(8)20.223/1/2027 21,756 43,514(7)   25.92 1/2/2030  
5,28710,574(9)25.345/7/2028 0 50,944(8)   27.55 3/1/2031  
14,546(10) 27.773/1/2029
Jon D. Lammers25,756658,838   36,026 1,368,988  
34,051871,025   24,054 914,052
9,91319,827(6)25.348/7/2028 29,740   25.34 5/7/2028  
53,837(7)22.511/2/2029 35,891 17,946(5)   22.51 1/2/2029  
Aravind Padmanabhan29,320750,006
 13,054 26,108(7)   25.92 1/2/2030  
 0 30,566(8)   27.55 3/1/2031  
Joseph A. Ruzynski11,054282,767   27,530 1,046,140  
21,220542,808   24,373 926,174
3,29017.101/2/2023 2,774   27.12 3/3/2024  
2,77427.123/3/2024 4,329   16.61 3/1/2026  
3,78722.363/2/2025 5,858   20.22 3/1/2027  
4,32916.613/1/2026 19,827   25.34 5/7/2028  
3,9041,954(8)20.223/1/2027 21,534 10,768(5)   22.51 1/2/2029  
6,60913,218(6)25.345/7/2028 13,054 26,108(7)   25.92 1/2/2030  
32,302(7)22.511/2/2029 0 31,585(8)   27.55 3/1/2031  
Stacy P. McMahan
Lynnette R. Heath   23,571 895,698  
41,6991,066,660   19,243 731,234
14,45728,914(6)25.345/4/2028 22,305   25.34 5/7/2028  
59,220(7)22.511/2/2029 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 Mr. Lammers on December 4, 2017, and 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 awardsaward granted in 2018,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 all otherthe 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 onMarch 5 of each of the first second, and third anniversaries ofthree years after the grant date. The grant dates of the restricted stock unitawardsunit awards are as follows:


NameGrant Date

Number of Unvested
Restricted
Stock Units

Units*
Beth A. Wozniak1/3/20171,870
1/3/2017(a)12,077
5/7/201818,416
1/2/201941,64813,883
1/2/202028,936
3/1/202144,465
3/1/202186,921
Sara E. Zawoyski3/1/2017446
3/1/2017(a)1,430
1/2/201816,867
5/7/20182,105
3/1/20193,0011,001
1/2/20208,038
3/1/202111,343
3/1/202120,695
Jon D. Lammers12/4/201710,704
5/7/20183,946
1/2/201911,1063,702
Aravind Padmanabhan12/31/201929,3201/2/20204,823
3/1/20216,806
3/1/202120,695
Joseph A. Ruzynski3/1/2017418
3/1/2017(a)1,341
5/7/20182,631
1/2/20196,6642,222
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

(a)*

TheThese restricted stock units relate to the supplemental performance share units granted in 2017 were converted into2021. 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 as of the Separation from Pentair and vested in full on January 1, 2020.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 $25.58$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 20192021-2023 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. Wozniak12/31/2020202255,24986,806
12/31/2021202383,29662,628
Sara E. Zawoyski12/31/202020223,15724,113
12/31/202120233,00115,976
Jon D. Lammers12/31/2020202211,83914,468
12/31/2021202322,2129,586
Aravind Padmanabhan
Joseph A. Ruzynski12/31/202020227,89314,468
12/31/2021202313,3279,905
Stacy P. McMahanLynnette R. Heath12/31/2020202217,26511,574
12/31/2021202324,4347,669

(5)

One-third of these options will vest on January 1 of years 2018, 2019, and 2020.

(6)

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

(7)

One-third of these options will vest on January 1 of years 2020, 2021, and 2022.

(8)(6)

One-third of these options will vest on March 1 of years 2018, 2019, and 2020.

(9)

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

(10)

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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Executive Compensation Tables

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.

20192021 Option Exercises and Stock Vested Table

The following table shows a summary of the stock options exercised by the Named Executive Officers in 20192021 and the restricted stock or restricted stock units vested for the Named Executive Officers during 2019.2021.

    Option awards    Stock awards 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)
   Number of Shares
Acquired on
Exercise
(#)
   Value
Realized on
Exercise
($)(1)
   Number of Shares
Acquired on
Vesting
(#)
   Value
Realized on
Vesting
($)(2)
Beth A. Wozniak37,979861,813   79,206 2,429,181
Sara E. Zawoyski3,914101,402 5,762 114,259 7,572 204,164
Jon D. Lammers1,97344,412   29,896 992,306
Aravind Padmanabhan
Joseph A. Ruzynski3,88094,369 7,077 126,362 12,612 387,300
Stacy P. McMahan2,87764,761
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.

20192021 Pension Benefits

Listed below are the number of years of credited service and present value of accumulated pension benefits as of December 31, 20192021 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.

NamePlan NameNumber of
Years Credited
Service
(#)(1)
Present Value
of Accumulated
Benefit
($)(2)
Payments
During Last
Fiscal Year
($)
 Plan Name Number of
Years Credited
Service
(#)(1)
 Present Value
of Accumulated
Benefit
($)(2)
 Payments
During Last
Fiscal Year
($)
Beth A. WozniakSERP41,362,686 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, 2019.

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, 20192021 was calculated assuming a 3.14%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 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 20192021 incentive compensation paid under the MIP in March 2020 setforth2022 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 20192021 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 $280,000$290,000 in 2019.2021. 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”).

NameExecutive
Contributions
in 2019
($)(1)
Registrant
Contributions in 2019
($)(2)
Aggregate
Earnings/(Loss)
in 2019
($)(3)

Aggregate
Withdrawals/
Distributions
in 2019
($)

Aggregate
Balance at

December 31,
2019
($)(4)

 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. Wozniak85,22421,25080,777462,110 377,837  340,760  1,422,899
Sara E. Zawoyski6,91014,88975,314 146,733  77,580  414,469
Jon D. Lammers197,2548,75043,558347,245 155,356  77,167  884,982
Aravind Padmanabhan
Joseph A. Ruzynski51,62457,075356,104 43,084  75,373  650,003
Stacy P. McMahan22,49417,3979,84381,383
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 20192021 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 2019.2021.

(2)

Equals the total contributions we made in 20192021 under the Sidekick Plan for each Named Executive Officer, which are included in the column labeled “All Other Compensation” above. For 2019,As disclosed in our proxy statement for our 2021 annual general meeting, in response to the total amount reflected matchingadverse effects of the COVID-19 pandemic, we did not make any contributions equal to one dollar for each dollar contributed up to 5% of Covered Sidekick Compensation;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 — $274,859;$704,302; Ms. Zawoyski – $0;$190,156; Mr. Lammers – $97,683; Mr. Padmanabhan – $0;$652,459; Mr. Ruzynski — $247,405;–$531,546; and Ms. McMahanHeath$31,648.$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 toreceiveto receive severance benefits in the event of a qualifying termination of employment other than in connection with a changeinchange 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 satisfactionofsatisfaction 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 forafor a benefit continuation period of 24 months for our Chief Executive Officer and 18 months for our other Named Executive Officers. We may, in our discretion, pay for the cost of outplacement services for up to 12 months. As a condition for eligibility for the Severance Plan, participants must complete a participation agreement under which they agree to comply with customary restrictive covenants, in the case of our Named Executive Officers, for 24 months.

Change in Control Agreements

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

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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.

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 includesterminationincludes termination of the executive by us other than for death, disability or cause or by the executive for good reason) inconnectionin 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 ourinformationour information during and following employment and to refrain from competitive activities for a period of one year followingterminationfollowing 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.Retirement. If a Board-appointed corporate officer, including any of the Named Executive Officers, terminates employment in a retirement with at least 10 years of service, the Omnibus Plan provides as follows:
If the retirement is prior to age 60: unvested options vest pro-rata; restricted stock and restricted stock units (that are not performance awards or for which any performance goals have been satisfied) vest pro rata; and performance awards are paid on a pro rata basis based on target performance; or
If the retirement is after age 60: options continue to vest and remain outstanding until the earlier of the option’s expiration date and the fifth anniversary of the date of retirement; restricted stock and restricted stock units (that are not performance awards or for which any performance goals have been satisfied) vest in full; and performance awards are paid in full based on actual performance.
Death or Disability.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.Reason. If any of the Named Executive Officers terminates employment in aninvoluntaryan 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 betreatedbe 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 experiencedaexperienced 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.

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

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

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

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

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

The amounts each Named Executive Officer would receive upon a termination as a result of a Covered Termination, a qualifying retirement with 10 years of service, death or disability, in each case in the absence of a change in control, is shown below. As required by the Securities and Exchange Commission rules, the amounts shown assume that such termination was effective as of December 31, 2019,2021, and thus are estimates of the amounts that would actually be received. The actual amounts to be received can only be determined in connection with the termination event.

 Severance(1)
($)
 Medical
Continuation(1)
($)
 Outplacement(1)
($)
 Stock Option
Vesting(2)
($)
 Restricted
Stock Unit
Vesting(2)
($)
 Performance
Share Unit
Vesting(2) (3)
($)
 Total – Involuntary
Termination
Without Cause
($)
 Total –
Retirement, Death,
Disability
($)
 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. Wozniak3,675,00024,98450,000694,536 1,893,2013,543,9819,881,7026,131,718   3,986,100    25,440   50,000   5,021,588   6,619,790   5,678,492   21,381,410   17,319,870
Sara E. Zawoyski1,069,56326,74846,50013,708610,034157,5221,924,075781,264 1,286,250 27,252 49,000 1,107,619 2,201,872 1,523,382 6,195,375 4,832,873
Jon D. Lammers1,158,30026,29846,800170,038658,838871,0252,931,2991,699,901 1,241,850 26,712 48,700 912,783 1,368,988 914,052 4,513,085 3,195,823
Aravind Padmanabhan680,60724,94843,000750,0061,498,561750,006
Joseph A. Ruzynski990,00026,29840,000112,813282,767542,8081,994,686938,388 1,202,250 26,712 45,800 812,244 1,046,140 926,174 4,059,320 2,784,558
Lynnette R. Heath 1,058,250 27,252 41,500 646,829 895,698 731,234 3,400,763 2,273,761
(1)These benefits are only payable upon an involuntary termination without cause, and would not be paid as a result of a termination due to death, disability or retirement.
(2)None of the restricted stock units, performance share units or options would vest upon a retirement prior to 10 years of service and only a pro rata portion of the restricted stock units, performance share units and options would vest upon a retirement with 10 years of service prior to age 60.
(3)The amount shown assumes target performance. The actual amounts paid is determined on the basis of actual performance through the end of the applicable performance period.

62nVent Electric plc

In connection with Ms. McMahan’s cessation of employment on November 1, 2019, she became entitled to receive separation payments of $1,345,313 and continued contributions of cost-share in the amount of $1,506 per month towards Ms. McMahan’s COBRA premiums for the first 18 months following the Separation Date. Ms. McMahan also received a prorated annual cash incentive for 2019 in the amount of $251,831 and outplacement services in an amount up to $10,000. Ms. McMahan’s unvested equity awards were treated as follows: restricted stock units were fully and immediately vested effective as of the Separation Date; performance share units remained eligible for vesting following the end of the applicable performance period based upon our actual performance and actual achievement of performance goals; and stock options remained outstanding and continue to vest according to the award’s original vesting schedule and will be exercisable until the earlier of the expiration date of the award or the five year anniversary of the Separation Date. The estimated intrinsic value of the unvested equity awards, based on our share price on November 1, 2019, was $1,926,744. In exchange for these benefits, Ms. McMahan released NMC and all of its affiliated entities and persons from all claims arising out of her employment or separation of employment and agreed to customary restrictive covenants.

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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, 2019.2021. The actual amounts to be paid out can only be determined in connection with a change in control or termination following a change in control.

 Cash
Termination
Payment(1)
($)
 Stock
Option
Vesting(2)
($)
 Restricted
Stock Unit
Vesting(2)
($)
 Performance
Share Unit
Vesting(2)
($)
 SERP &
Related
Pension(1)
($)
 Annual
Incentive
Award(2)
($)
 Outplacement
($)(1)
 Legal &
Accounting
Advisors(1)
($)


 
Medical,
Dental,
Life
Insurance(1)
($)
 Total:
Change
in
Control(3)
($)
 Total:
Change
in Control
Followed by
Termination(3)
($)
Beth A.
Wozniak
3,675,000694,5361,893,2013,543,9811,734,935962,50050,00015,00037,2517,094,21812,606,404
Sara E.
Zawoyski
1,426,08413,708610,034157,522248,04246,50015,00050,7191,029,3062,567,609
Jon D.
Lammers
1,579,500170,038658,838871,025304,20046,80015,00052,7942,004,1013,698,195
Aravind
Padmanabhan
907,476750,00623,73843,00015,00050,537773,7441,789,757
Joseph A.
Ruzynski
1,320,000112,813282,767542,808260,00040,00015,00052,2571,198,3882,625,645
  Cash
Termination
Payment(1)
($)
 Stock
Option
Vesting(2)
($)
 Restricted
Stock Unit
Vesting(2)
($)
 Performance
Share Unit
Vesting(2)
($)
 SERP &
Related
Pension(1)
($)
 Annual
Incentive
Award(2)
($)
 Outplacement
($)(1)
 Legal &
Accounting
Advisors(1)
($)
 Medical,
Dental,
Life
Insurance(1)
($)
 Total:
Change
in
Control(3)
($)
 Total:
Change
in Control
Followed by
Termination(3)
($)
Beth A. Wozniak   3,986,100   5,021,588   6,619,790   5,678,492   324,535   1,066,050   50,000   15,000   37,987   18,385,920   22,799,542
Sara E. Zawoyski 1,715,000 1,107,619 2,201,872 1,523,382  367,500 49,000 15,000 54,313 5,200,373 7,033,686
Jon D. Lammers 1,655,800 912,783 1,368,988 914,052  340,900 48,700 15,000 56,567 3,536,723 5,312,790
Joseph A. Ruzynski 1,603,000 812,244 1,046,140 926,174  343,500 45,800 15,000 56,227 3,128,058 4,848,086
Lynnette R. Heath 1,411,000 646,829 895,698 731,234  290,500 41,500 15,000 53,628 2,564,261 4,085,388
(1)These benefits are payable only upon a termination of the executive officer’s employment by us other than for death, disability or cause, or by the executive for good reason, in either case within two years after a change in control.
(2)These benefits are payable solely upon a change in control under our 2018 Omnibus Incentive Plan. The amount shown under Performance Share Unit Vesting and Annual Incentive Award assumes target performance, and the amount shown under Performance Share Unit Vesting includes the balance of any dividend equivalent units (rounded down to the nearest whole share).
(3)Each Named Executive Officer’s change in control agreement provides that, if excise taxes would otherwise be imposed in connection with payments received upon a change in control, then the amount of such payments will either be cut back to a level below the level that would trigger the imposition of the excise taxes, or be paid in full and subject to the excise taxes, whichever results in the better after-tax result to the executive officer.

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

our ordinary shares were valued at $25.58,$38.00, the closing market price for our ordinary shares on the last trading day of 2019;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

As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information about the ratio of the median annual total compensation of our employees and the annual total compensation of our Chief Executive Officer.

For the year ended December 31, 2019:2021:

The median of the annual total compensation of all employees of our company (other than our Chief Executive Officer) was reasonably estimated to be $49,796;$57,468; and
The annual total compensation of our Chief Executive Officer was $5,999,443.$10,651,343.

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Based on this information, the ratio of the annual total compensation of our Chief Executive Officer to the median of the annual total compensation of all other employees is estimated to be 120185 to 1. This pay ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K.

To identify our median employee, we began by considering each of the 8,7469,277 individuals employed by us worldwide on November 1, 2019,2021, excluding, as permitted by Item 402(u) ofor Regulation S-K, approximately 960589 employees of Eldon Holding AB,CIS Global, which we acquired in September 2019.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 20192021 to identify our median employee. To calculate the target cash compensation for any employee that we paid in currency other than U.S. Dollars, we applied the applicable foreign exchange rate in effect on November 1, 20192021 to convert such foreign employee’s target cash compensation into U.S. Dollars. Once we identified our median employee, we added together all of the elements of such employee’s compensation for 20192021 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 20192021 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

Approve an Amendment to the nVent Electric plc 2018 Omnibus Incentive Plan

The Board recommends a voteFOR the approval of an amendment to the nVent Electric plc 2018 Omnibus Incentive Plan to increase the number of shares available for grant

The following information relates to the recommendation of our Board that the shareholders of the Company approve an amendment to the nVent Electric plc 2018 Omnibus Incentive Plan (the “Omnibus Plan”) to increase the authorized number of ordinary shares by 12,000,000, bringing the total number of shares reserved for grant since the adoption of the OmnibusPlan to 18,500,000 (the “Plan Amendment”). If the Plan Amendment is approved, and assuming performance share units are counted at “maximum,” we will have 12,708,598 shares available for future grants under the Omnibus Plan (based on the 708,598 shares remaining available for future grants under the Omnibus Plan as of March 3, 2020). The Omnibus Plan represents the sole equity plan of the Company and it has previously received shareholder approval. The Company maintains no equity plans that have not received shareholder approval.

We are seeking shareholder approval of the Plan Amendment so that we may continue granting awards under the OmnibusPlan to provide additional incentives to selected executives, key employees, non-employee directors and consultants, strengthen commitment, motivate the diligent performance of responsibilities and attract and retain competent anddedicated persons whose efforts should result in our long-term growth and profitability. If the Plan Amendment is not approved, then the Omnibus Plan will remain in effect in accordance with its terms. However, there will be insufficientshares available under the Omnibus Plan to make annual or retention awards to executives, key employees andnon-employee directors or to provide grants to new hires in the coming years as we had only 708,598 shares remaining as of March 3, 2020. In this event, the Compensation Committee would be required to modify its compensation philosophy and devise other programs to attract, retain and compensate its executives, key employees and non-employee directors.

The Omnibus Plan was originally adopted by the Board and received shareholder approval prior to the Separation andbecame effective on April 30, 2018, the date of the Separation. If our shareholders approve the Plan Amendment, we plan to register the additional 12,000,000 shares reserved under the Omnibus Plan on a Registration Statement on Form S-8.

The Plan Amendment also includes the following additional updates to the Omnibus Plan, which demonstrate ourcommitment to sound corporate governance practices:

The addition of an annual per participant limit of $750,000 on the value of awards that may be granted under the Omnibus Plan (together with any other compensation paid) to any non-employee director; and
A minimum vesting period of one year from the date of grant on awards that may be settled in shares, subject to an exception for awards relating to up to 5% of the total share reserve.

The Plan Amendment also maintains the following features, which we believe are consistent with sound corporategovernance practices:

not excessively dilutive;
no “recycling” of shares withheld to pay the exercise price of stock options or to satisfy tax obligations;
no dividends on unvested awards;
no automatic share replenishment or “evergreen” provision;
no discounted or reload stock options, or stock option repricing;
a definition of change in control that would represent an actual change in control of the Company; and
no tax gross-ups or company loans.

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Proposal 3

Equity Compensation Plan Information

The following table sets forth information regarding all of the Company’s outstanding equity awards as of March 3, 2020, assuming performance share units are counted at “maximum”.

These figures represent an update to those provided in our Annual Report on Form 10-K for the year ended December 31, 2019 and the “Securities Authorized for Issuance Under Equity Compensation Plans” table in this proxy statement, primarilyto reflect (1) 2020 grants of annual equity awards to eligible plan participants, including our executives, and (2) the vestingof certain outstanding equity awards.

Shares currently available for future awards(1)708,598
Options outstanding (without dividend equivalents)(2)3,176,963
Options outstanding (with dividend equivalents)(2)0
Shares of restricted stock units outstanding764,317
Performance share units outstanding (at maximum)2,425,068
Weighted average exercise price of outstanding options$25.40
Weighted average remaining term of outstanding options9.04 years
Total common shares outstanding169,951,033
(1)Excludes 175,306 shares available for future awards as a result of forfeitures of awards that were issued in the Separation in accordance with the terms of the Employee Matters Agreement with Pentair in substitution of an award that was granted under an equity incentive plan of Pentair.
(2)We do not grant dividends or dividend equivalents on Options and SARs

Dilution and Historical Share Usage

Dilution

In evaluating whether to amend the Omnibus Plan and determining the number of additional shares to request for approval, the Board evaluated the dilution and existing terms of our outstanding equity awards and the impact on dilution of theadditional shares. As of March 3, 2020, 708,598 shares remained available for future grants under the Omnibus Plan, which represented approximately 0.4% of our 177,025,979 fully-diluted shares on that date. As of March 3, 2020, the following equity awards were outstanding: 3,176,963 stock options, 764,317 restricted stock units and 2,425,068 performance share unit awards (at maximum). The shares subject to these awards represented approximately 3.6% of our fully-diluted shares on March 3, 2020.

If the Plan Amendment is approved, an additional 12,000,000 shares will be available for future grants, which would have the effect of increasing our total dilution from 4% to 10%, as measured on a fully-diluted basis.

The Board believes that this potential equity dilution under the Omnibus Plan if the Plan Amendment is approved constitutes reasonable potential equity dilution. The closing trading price of each ordinary share as of March 20, 2020 was $14.27.

Summary of the nVent Electric plc 2018 Omnibus Incentive Plan

The Omnibus Plan authorizes the grant of stock options, stock appreciation rights, performance shares, performance units, restricted stock, restricted stock units, deferred stock rights, annual incentive awards, dividend equivalent units, and otherequity-based awards to our and our affiliates’ eligible employees, consultants and directors.

The following is a brief description of the principal features of the Omnibus Plan. This summary is subject to, and qualified in its entirety by reference to, the Omnibus Plan, a copy of which that incorporates the Plan Amendment is attached as Appendix B to this proxy statement.

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Proposal 3

Purpose

The purposes of the Omnibus Plan are to:

promote the growth and success of the Company by linking a significant portion of participant compensation to the increase in value of our shares;
attract and retain top quality, experienced executives and key employees by offering a competitive incentive compensation program;
reward innovation and outstanding performance as important contributing factors to the Company’s growth and progress;
align the interests of executives, key employees, directors and consultants with those of our shareholders by reinforcing the relationship between participant rewards and shareholder gains obtained through the achievement by Omnibus Plan participants of short-term objectives and long-term goals; and
encourage executives, key employees, directors and consultants to obtain and maintain an equity interest in the Company.

In addition, the Omnibus Plan permitted the issuance of Substitute Awards for awards relating to ordinary shares of Pentair immediately prior to the Separation, in accordance with the terms of the Employee Matters Agreement into which Pentair and the Company entered in connection with the Separation.

Administration of the Omnibus Plan

The Compensation Committee administers the Omnibus Plan with respect to participants other than non-employeedirectors. The non-employee directors of the Board (or a committee of non-employee directors appointed by the Board) administers the Omnibus Plan with respect to non-employee director participants. We refer to the CompensationCommittee with respect to employee and consultant participants and the non-employee members of the board withrespect to non-employee director participants as the “Administrator.” Subject to the express provisions of the Omnibus Plan, the Administrator has full discretionary authority to:

interpret the provisions of the Omnibus Plan and any award agreement issued under the Omnibus Plan;
make, change and rescind rules and regulations relating to the Omnibus Plan;
correct any defect, supply any omission or reconcile any inconsistency in the Omnibus Plan, any award or any award agreement; and
make all other determinations necessary or advisable for the administration of the Omnibus Plan.

The determinations the Administrator makes or takes under the provisions of the Omnibus Plan are final and binding.Our Board may delegate some or all of its authority under the Omnibus Plan to a committee or to one or more officers of the Company, and the Compensation Committee may delegate some or all of its authority under the Omnibus Plan to asub-committee or one or more of our officers. Delegation is not permitted, however, with respect to share-based awards made to individuals subject to Section 16 of the Securities Exchange Act of 1934, as amended, unless the delegation is to a committee of the Board that consists only of outside directors.

Eligibility and Participation

The Administrator may grant awards under the Omnibus Plan to:

any key managerial, administrative or professional employee of ours or our affiliates;
consultants who provide services to us or our affiliates other than as an employee or director; or
a director, including a non-employee director;

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Shares Subject to the Omnibus Plan

The Omnibus Plan prior to the Plan Amendment provides that we may issue up to 6,500,000 of our ordinary shareswith respect to awards granted under the Omnibus Plan, all of which may be issued on the exercise of incentive stockoptions, in each case subject to adjustment in the event of specified adjustments in our capitalization. See “Adjustments in Capitalization.” If the Plan Amendment is approved, then the total reserve under the Omnibus Plan will be increased to 18,500,000 ordinary shares. The number of shares reserved under the Omnibus Plan is depleted by the maximum number of shares to which the award relates. Notwithstanding the foregoing, in no event shall any Substitute Award oran award that is valued in relation to a share but that may only be settled in cash deplete the shares reserved under the Omnibus Plan.

To the extent (1) an award granted under the Omnibus Plan expires, is canceled or terminates without the issuance of shares under the award (whether due currently or on a deferred basis), (2) an award is settled in cash in lieu of shares, (3)it is determined during or at the conclusion of the term of an award that all or some portion of the shares with respect to which the award was granted will not be issuable on the basis that the conditions for such issuance will not be satisfied, (4) shares are forfeited under an award or (5) shares are issued under any award and we subsequently reacquire thempursuant to rights reserved upon the issuance of the shares, then those shares will be credited to the Omnibus Plan’sreserve in the same number as they depleted the reserve and may be used for new awards under the Omnibus Plan. Shares recredited to the Omnibus Plan’s reserve pursuant to clause (5) in the preceding sentence, however, may not be issued pursuant to incentive stock options. Notwithstanding the foregoing, in no event will the following shares be recredited to the Omnibus Plan’s reserve: (1) shares purchased by the Company using proceeds from option exercises; (2) shares tenderedor withheld in payment of the exercise price of an option or as a result of the net settlement in shares of an outstandingstock appreciation right; or (3) shares tendered or withheld to satisfy federal, state or local tax withholding obligations.

Limits on Awards

If the Plan Amendment is approved, then the Omnibus Plan will include an annual per participant limit of $750,000 onthe value of awards that may be granted under the Omnibus Plan (together with any other compensation paid) to anynon-employee director.

Adjustments in Capitalization

If (1) we are at any time involved in a merger or other transaction in which our ordinary shares are changed or exchanged, (2) we subdivide or combine our ordinary shares or declare a dividend payable in our ordinary shares, other securities or other property, (3) we effect a cash dividend, the amount of which, on a per-share basis, exceeds ten percent of thefair market value of a share at the time the dividend is declared, or we effect any other dividend or other distribution on our ordinary shares in the form of cash, or a repurchase of shares, that our Board determines is special or extraordinary in nature or that is in connection with a transaction that we characterize publicly as a recapitalization or reorganizationinvolving our ordinary shares, or (4) any other event occurs, which, in the judgment of our Board or the Compensation Committee necessitates an adjustment to prevent an increase or decrease in the benefits or potential benefits intended to be made available under the Omnibus Plan, then the Administrator will, in a manner it deems equitable to prevent an increase or decrease in the benefits or potential benefits intended to be made available under the Omnibus Plan and subject to certain provisions of the Code, adjust as applicable:

the number and type of shares subject to the Omnibus Plan and which may, after the event, be made the subject of awards;

the number and type of shares subject to outstanding awards;

the grant, purchase or exercise price with respect to any award; and

the performance goals of an award.

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In any such case, the Administrator may also provide for a cash payment to the holder of an outstanding award in exchange for the cancellation of all or a portion of the award. The Administrator may, in connection with any merger, consolidation,acquisition of property or stock, or reorganization, and without affecting the number of shares otherwise reserved oravailable under the Omnibus Plan, authorize the issuance or assumption of awards upon terms it deems appropriate. The number of shares subject to any award payable or denominated in shares must always be a whole number, and any fractional share resulting from an adjustment such as those described above will be rounded down to the nearest whole share. Previously granted stock options or stock appreciation rights are subject only to such adjustments as are necessaryto maintain their relative proportionate interest and to preserve, without exceeding, the value of such stock options or stockappreciation rights.

Minimum Vesting Period

If the Plan Amendment is approved, then all awards granted under the Omnibus Plan that may be settled in shares will berequired to have a minimum vesting period of one year from the date of grant, except that the minimum vesting periodwill not apply to awards with respect to up to 5% of the share reserve. For purposes of awards granted to non-employeedirectors, “one year” may mean the period of time from one annual shareholders meeting to the next annual shareholdersmeeting as long as the period is not less than 50 weeks.

The Administrator will retain the ability to accelerate the vesting of an award or deem an award to be earned, in whole or inpart, in the event of (1) a participant’s death, disability, retirement, or termination without cause, (2) as provided in under the Omnibus Plan’s terms concerning termination of employment, (3) as provided in the Omnibus Plan’s terms concerning a change of control or (4) upon any other event as determined by the Administrator in its sole and absolute discretion.

Stock Options

Grant. Subject to the terms of the Omnibus Plan, the Administrator determines all terms and conditions of any stock optionsthat it grants, including the number of options granted, whether an option is to be an incentive stock option or non-qualifiedstock option, and the date of grant, which may not be prior to the date of the Administrator’s approval of the grant.

Option Price. The Administrator determines the exercise price per share, which may not be less than the fair market value of a common share on the date the Administrator grants the stock option. The Administrator determines the fair market value of a share on any date using the methods or procedures set forth in the Omnibus Plan.

Exercise Terms. The Administrator determines the terms and conditions of exercise of each stock option.

Term. The Administrator determines the term of each stock option, except that an option must terminate no later than ten years after the grant date.

Payment Terms. The stock option exercise price, applicable withholding taxes due upon exercise or both may, subject tothe terms and conditions of the award, be payable in cash or its equivalent, by tendering shares of previously acquired ordinary shares having a fair market value at the time of exercise equal to the exercise price, by the use of a broker-assistedcashless exercise procedure, by any “net exercise” or similar procedure that the Administrator establishes under the Omnibus Plan, or by a combination of the foregoing methods.

Special Provisions Applicable to Incentive Stock Options. If an option is an incentive stock option, the following additional provisions apply: (1) if the incentive stock option is granted to an eligible employee who owns more than ten percent of thetotal combined voting power of all classes of stock then issued by us or a subsidiary, the option must have an exercise priceat least equal to 110% of the fair market value of our ordinary shares on the date of grant and must terminate no later than five years after the date of grant and (2) if the aggregate fair market value of the shares subject to the portion of the optionthat becomes exercisable during a calendar year exceeds $100,000, then the option will be treated as a nonqualified stockoption to the extent the $100,000 limitation is exceeded.

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Stock Appreciation Rights

Grant. Subject to the terms of the Omnibus Plan, the Administrator determines all terms and conditions of stock appreciation rights that it grants. A stock appreciation right is the right of a participant to receive cash, and/or ordinaryshares with a fair market value, in an amount equal to the appreciation of the fair market value of a share during a specifiedperiod of time. The Administrator determines whether a stock appreciation right is granted independently of a stock optionor relates to a stock option; the number of shares to which the stock appreciation right relates; and the date of grant, whichwill not be prior to the date of the Administrator’s approval of the grant.

Grant Price. The Administrator determines the grant price per share of any stock appreciation right, provided that the grant price may not be less than the fair market value of the ordinary shares subject to the stock appreciation right on the date of grant. The Administrator determines the fair market value of a share on any date using the methods or procedures set forth in the Omnibus Plan.

Exercise and Settlement Terms. The Administrator determines the terms and conditions of exercise or maturity of each stock appreciation right. The Administrator determines whether the stock appreciation right will be settled in cash, ordinary shares, or a combination of cash and ordinary shares.

Term. The Administrator determines the term of each stock appreciation right, provided that the stock appreciation right must terminate no later than ten years after the grant date.

Performance Units and Stock Awards

Grant. Subject to the terms of the Omnibus Plan, the Administrator determines all terms and conditions of any shares of restricted stock, restricted stock units, deferred stock rights, performance shares or performance units that it grants. Restricted stock means shares that are subject to a risk of forfeiture, restrictions on transfer or both a risk of forfeiture and restrictions on transfer. Restricted stock unit means the right to receive a payment equal to the fair market value of one share. Deferred stock right means the right to receive shares or shares of restricted stock at some future time. Performance share means the right to receive shares, including restricted stock, to the extent performance goals are achieved. Performance unit means the right to receive a payment valued in relation to a unit that has a designated dollar value or thevalue of which is equal to the fair market value of one or more shares, to the extent performance goals are achieved.

The Administrator determines the number of shares and/or units to which such award relates; whether performancegoals need to be achieved for the participant to realize any portion of the benefit provided under the award; the period of restriction with respect to restricted stock or restricted stock units and the period of deferral for deferred stock rights; the performance period for performance awards, which must be at least one year for share-based awards; with respect to performance units, whether to measure the value of each unit in relation to a designated dollar value or the fair market value of one or more shares; and, with respect to performance units, whether the awards will settle in cash, in shares, or in acombination of the two.

Restrictions. During the time restricted stock is subject to a restriction period, the participant will have all of the rights of a shareholder, including the right to vote the shares of restricted stock and, unless the Administrator otherwise provides, the right to receive dividends paid on the shares of restricted stock. However, these dividends will either, at the discretion of the Committee, (i) be automatically reinvested as additional shares of restricted stock that shall be subject to the same terms and conditions, including the restriction period, as the original grant of restricted stock, or (ii) be paid out in cash at the same time and to the same extent that the underlying shares of restricted stock vest.

Lapse of Restrictions. Except as otherwise provided in the Omnibus Plan, at such time as all restrictions applicable toan award of restricted stock, deferred stock rights or restricted stock units are met and the restriction period expires,ownership of the stock subject to such restrictions will be transferred to the participant free of all restrictions except thosethat may be imposed by applicable law; provided that if restricted stock units are paid in cash, said payment will be made tothe participant after all applicable restrictions lapse and the restriction period expires.

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Annual Incentive Awards

An annual incentive award is the right to receive a cash payment to the extent performance goals are achieved or other requirements are met or as otherwise provided in the Omnibus Plan. Subject to the terms of the Omnibus Plan, the Administrator will determine all terms and conditions of any annual incentive award that it grants, including but not limitedto the performance goals, performance period, the potential amount payable, and the timing and conditions for the receiptof payment. Nothing in the Omnibus Plan precludes the Company from granting a cash inventive payment outside of the terms of the Omnibus Plan.

Dividend Equivalent Units

Grant. Subject to the terms of the Omnibus Plan, the Administrator may grant, and will determine all terms and conditions of, dividend equivalent units. A dividend equivalent unit is the right to receive a payment, in cash or shares, equal to the cash dividends or other distributions paid with respect to a share.

Payment and Settlement. The Administrator determines whether any dividend equivalent unit will be settled in cash or shares, provided that dividend equivalent units may be granted only in tandem with a “full value” award. Additionally,dividend equivalent units must be paid at the same time and to the same extent as payment is made with respect to theunderlying award to which they relate.

Other Awards

Grant. Subject to the terms of the Omnibus Plan, the Administrator may grant other types of awards that may bedenominated or payable in, valued in whole or in part by reference to, or otherwise based on, shares, either alone or inaddition to or in conjunction with other awards under the Omnibus Plan, and payable in shares or cash. The awards mayinclude unrestricted ordinary shares, which may be awarded, without limitation, as a bonus, in payment of director fees, in lieu of cash compensation, in exchange for cancellation of a compensation right, or upon the attainment of performancegoals or otherwise, or rights to acquire shares from us.

Terms. The Administrator determines all terms and conditions of stock-based awards, including the time or times at whichthe award will be made and the number of shares to be granted pursuant to the award or to which the award will relate, except that any award that provides for purchase rights may not have a purchase price of less than the fair market value of our ordinary shares on the date of the award, and any award which provides for dividend equivalent units must comply withthe terms applicable to dividend equivalent units set forth in the Omnibus Plan.

Change of Control

Except to the extent an applicable employment, retention, change of control, severance or similar agreement provides morefavorable treatment to a participant, and unless the Administrator or an award agreement provides otherwise, in the eventof a change of control of the Company:

each stock option or stock appreciation right that is then held by a participant who is employed by or in the service of us or one of our affiliates will become fully vested, and, unless otherwise determined by the board of directors or the Compensation Committee, all stock options and stock appreciation rights will be cancelled in exchange for a cash payment equal to the excess of the change of control price (as determined by the Administrator) of the shares covered by the stock option or stock appreciation right over the purchase or grant price of the shares under the award;

restricted stock, restricted stock units and deferred stock rights (that are not performance awards) that are not vested will vest;

all performance awards that are earned but not yet paid will be paid;

all performance awards (other than annual incentive awards) for which the performance period has not expired will be cancelled in exchange for a cash payment equal to the amount that would have been due under the awards if the performance goals measured at the time of the change of control were to continue to be achieved at the same rate through the end of the performance period, or if higher, assuming the target performance goals (at 100% of the target) had been met at the time of the change of control;

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all annual incentive awards for which the performance period has not expired will be cancelled in exchange for a cash payment equal to the amount that would have been due under the awards, determined by using the participant’s annual base salary rate as in effect immediately before the change of control and by assuming the performance goals for the period have been fully achieved;
all dividend equivalent units that are not vested will vest (to the same extent as the award granted in tandem with the dividend equivalent unit, if applicable) and be paid in cash; and
all other awards that are not vested will vest and if an amount is payable under the vested award, then this amount willbe paid in cash based on the value of the award.

Effect of Termination on Awards

Except as otherwise provided by the Administrator in an award document or determined by the Administrator at or priorto the time of termination of a participant’s service, the termination of a participant’s service with our company and ouraffiliates as an employee or director for the reasons described below will have the following consequences. However, notwithstanding anything in the Omnibus Plan to the contrary, the Administrator may accelerate the vesting, restrictionperiod or performance period of an award, in connection with a participant’s death, disability, retirement or coveredtermination (certain of these terms are defined in the Omnibus Plan). A covered termination is a termination by us without cause, or for board-appointed officers, a termination by the participant for “good reason.”

Termination of Employment or Service. If a participant’s service ends for any reason other than a termination by us for cause, retirement, death, disability or a covered termination (again, certain of these terms are defined in the Omnibus Plan) then:

All options or stock appreciation rights that are not vested on the date the participant’s service ends will be forfeited immediately, and all options or stock appreciation rights that are vested will be exercisable until the earlier of 90 daysfollowing the participant’s termination date and the expiration date of the options or stock appreciation rights asset forth in the applicable award agreement. Upon such earlier date, all options or stock appreciation rights then unexercised will be forfeited.
All other awards made to the participant, to the extent not yet earned, vested or paid, will terminate no later than the participant’s last day of service.

Retirement or Covered Termination. Upon the retirement of a participant (as defined in the Omnibus Plan) or coveredtermination of a participant who is not a corporate officer or non-employee director:

All options and stock appreciation rights that are not vested on the date of such termination will vest on a prorated basis(to the extent not already vested), based on the portion of the vesting period that the participant has completed at the time of retirement or covered termination, and all options or stock appreciation rights that are vested will be exercisable until the earlier of the first anniversary of the participant’s retirement or covered termination date and the expirationdate of the option or stock appreciation right. Upon such earlier date, all options and stock appreciation rights then unexercised will be forfeited.
All restricted stock, restricted stock units and deferred stock rights (that are not performance awards or for which any performance goals have been satisfied) will vest on a prorated basis, based on the portion of the restriction or deferral period, as applicable, which the participant has completed at the time of retirement or covered termination, and any other terms and conditions applicable to such awards will be deemed to have lapsed or otherwise been satisfied.
All performance awards, including annual incentive awards, will be paid in either unrestricted shares of stock or cash, as the case may be, as if the performance goals established for such awards had been met at target, but prorated based on the portion of the performance period which the participant has completed at the time of retirement or covered termination.

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Retirement or Covered Termination of Corporate Officer. If a participant who is a board-appointed corporate officer retires after age 60 or experiences a covered termination, then:

All options or stock appreciation rights will remain outstanding (and continue to vest in accordance with the terms of the award as if the participant had continued in employment or service) until the earlier of the expiration date of the award and the fifth anniversary of the participant’s retirement or covered termination date. The extension will result in the conversion of an incentive stock option to a nonqualified stock option to the extent required under the Code. Upon such earlier date, all options or stock appreciation then unexercised will be forfeited.
All restricted stock, restricted stock units and deferred stock rights (that are not performance awards or for which any performance goals have been satisfied) will be immediately vested, and any other terms and conditions applicable to such awards will be deemed to have lapsed or otherwise been satisfied.
All performance awards, including annual incentive awards, will be paid in either unrestricted shares or cash, as the case may be, following the end of the performance period and based on achievement of the performance goals established for the awards, as if the participant had not retired or experienced a covered termination.

Retirement of Non-Employee Director. If a participant who is a non-employee director retires pursuant to the terms of the Omnibus Plan, then:

All options or stock appreciation rights will remain outstanding (and will continue to vest in accordance with the terms of the award as if the participant had continued in employment or service) until the earlier of the expiration date of the award and the fifth anniversary of the participant’s retirement date. Upon such earlier date, all options and stock appreciation rights then unexercised will be forfeited.
All restricted stock, restricted stock units and deferred stock rights (that are not performance awards or for which any performance goals have been satisfied) will be immediately vested, and any other terms and conditions applicable to such awards will be deemed to have lapsed or otherwise been satisfied.
All performance awards, including annual incentive awards, will be paid in either unrestricted shares or cash, as the case may be, following the end of the performance period and based on achievement of the performance goals established for such awards, as if the participant had not retired.

Death or Disability. If a participant’s service ends due to death or disability (as defined in the Omnibus Plan), then:

All options and stock appreciation rights will vest immediately and will be exercisable until the earlier of the first anniversary of the date the participant’s service ends and the expiration date of the option or stock appreciation right. Upon such earlier date, all options and stock appreciation rights then unexercised will be forfeited.
All restricted stock, restricted stock units and deferred stock rights (that are not performance awards or for which any performance goals have been satisfied) will be immediately vested, and any other terms and conditions applicable to such awards will be deemed to have lapsed or otherwise been satisfied.
All performance awards, including annual incentive awards, will be paid in either unrestricted shares of stock or cash, as the case may be, following the end of the performance period and based on achievement of the performance goals established for such awards, as if the participant had not terminated service.

Termination for Cause. If we terminate a participant’s service for cause (as defined in the Omnibus Plan), then all awards and grants of every type, whether or not vested, will terminate no later than the participant’s last day of service.

Other Stock-Based Awards. The Administrator will have the discretion to determine, at the time an award is made, the effect on other awards of a participant’s termination of service.

Certain Limits on Transfer and Exercise of Awards

Awards granted under the Omnibus Plan are not transferable other than by will or the laws of descent and distribution, unless the Administrator allows a participant to designate in writing a beneficiary to exercise the award or receive payment under an award after the participant’s death or the transfer constitutes a permitted transfer under the Omnibus Plan.

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Notwithstanding the foregoing, vested or earned awards may be transferred without the Administrator’s pre-approval ifthe transfer is made incident to a divorce as required pursuant to the terms of a “domestic relations order” as defined in Section 414(p) of the Code; provided, however, that no such transfer will be allowed with respect to incentive stock options if such transferability is not permitted by Code Section 422. Each award, and each right under any award, is exercisableduring the lifetime of the participant only by such individual or, if permissible under applicable law, by such individual’sguardian or legal representative or by a permitted transferee under the Omnibus Plan.

Repricing and Backdating Prohibited

Neither the Administrator nor any other person may (1) amend the terms of outstanding options or stock appreciation rights to reduce the exercise or grant price of such outstanding options or stock appreciation rights; (2) cancel outstandingoptions or stock appreciation rights in exchange for options or stock appreciation rights with an exercise or grant price thatis less than the exercise price of the original options or stock appreciation rights; or (3) cancel outstanding options or stock appreciation rights with an exercise or grant price above the current share price in exchange for cash or other securities. In addition, the Administrator may not grant a stock option or stock appreciation right with a grant date that is effective prior to the date the Administrator takes action to approve the award.

Recoupment and Cancellation of Awards

Any awards granted under the Omnibus Plan, and any shares issued or cash paid pursuant to an award, are subject to anyrecoupment, clawback, equity holding, stock ownership or similar policies that we adopt from time to time or that are madeapplicable by law, regulation or listing standards to us from time to time. Unless an award agreement specifies otherwise, the Administrator may cancel any award at any time if the participant is not in compliance with all applicable provisions of the award agreement and the Omnibus Plan.

Foreign Participation

To assure the viability or the favorable tax or accounting treatment of awards granted to participants employed or residingin countries other than the U.S. or Switzerland, the Administrator may provide for special terms as it may consider necessary to accommodate differences in local law, tax policy, applicable accounting standards or custom. Moreover, the Administrator may approve supplements to, or amendments, restatements or alternative versions of, the Omnibus Plan as it determines necessary or appropriate for these purposes. Any amendment, restatement or alternative versions that the Administrator approves for purposes of using the Omnibus Plan in a foreign country will not affect the terms of the Omnibus Plan for any other country.

If an award is or becomes subject to Section 457A of the Code such that the value of the award would be taxable to the participant under Section 457A in the year such award vests, then the amount payable or shares issuable under the awardwill generally be paid or issued to the participant as soon as practicable after the vesting date notwithstanding any contraryprovisions in the Omnibus Plan or the document evidencing the award.

Amendment and Termination of the Omnibus Plan

Our Board or the Compensation Committee may amend, alter, suspend, discontinue or terminate the Omnibus Plan at any time, except:

the board of directors must approve any amendment to the Omnibus Plan if we determine the approval is required by prior action of the board, applicable corporate law or any other applicable law;
shareholders must approve any amendment to the Omnibus Plan if we determine that the approval is required by Section 16 of the Securities Exchange Act of 1934, the listing requirements of any principal securities exchange or market on which our ordinary shares are then traded, or any other applicable law; and
shareholders must approve any amendment to the Omnibus Plan that materially increases the number of shares reserved under the Omnibus Plan or the incentive stock option award limits set forth in the Omnibus Plan, that expands the group of individuals that may become participants under the Omnibus Plan, or that diminishes the provisions on repricing or backdating stock options and stock appreciation rights.

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Subject to the terms of the Omnibus Plan, the Administrator may modify, amend or cancel any award or waive any restrictions or conditions applicable to any award or the exercise of the award. Any modification or amendment thatmaterially diminishes the rights of the participant or any other person that may have an interest in the award, or thatcancels any award, will be effective only if agreed to by that participant or other person. The Administrator does not need to obtain participant or other interested party consent, however, for the adjustment or cancellation of an award pursuant to the adjustment provisions of the Omnibus Plan or the modification of an award to the extent deemed necessary to comply withany applicable law, the listing requirements of any principal securities exchange or market on which our ordinary sharesare then traded, or to preserve favorable accounting or tax treatment of any award for us, or to the extent the Administratordetermines that such action does not materially and adversely affect the value of an award or that such action is in the bestinterest of the affected participant or any other person as may then have an interest in the award.

The authority of the Administrator to modify the Omnibus Plan or terminate or modify any awards will extend beyond thetermination date of the Omnibus Plan to the extent necessary to administer awards outstanding on the date of the Omnibus Plan’s termination. In addition, termination of the Omnibus Plan will not affect the rights of participants with respect toawards previously granted to them, and all unexpired awards will continue in force after termination of the Omnibus Planexcept as they may lapse or be terminated by their own terms and conditions.

Duration of the Omnibus Plan

Unless earlier terminated by our Board, the Omnibus Plan will remain in effect until the date all shares reserved for issuance under the Omnibus Plan have been issued. If the term of the Omnibus Plan extends beyond ten years from the date of themost recent shareholder approval, no incentive stock options may be granted after that time unless our shareholders haveapproved an extension of the Omnibus Plan for such purpose.

Certain U.S. Federal Income Tax Consequences

The following summarizes certain United States federal income tax consequences relating to the Omnibus Plan. Thesummary is based upon the laws and regulations in effect as of the date of this information statement and does notpurport to be a complete statement of the law in this area. Furthermore, the discussion below does not address thetax consequences of the receipt or exercise of awards under foreign, state or local tax laws, and such tax laws may notcorrespond to the federal income tax treatment described herein. The exact federal income tax treatment of transactions under the Omnibus Plan will vary depending upon the specific facts and circumstances involved. Participants should consult with their own tax advisors with respect to the tax consequences of participating in the Omnibus Plan.

Stock Options

The grant of a stock option under the Omnibus Plan will create no income tax consequences to us or to the recipient. Aparticipant who is granted a non-qualified stock option will generally recognize ordinary compensation income at the time ofexercise in an amount equal to the excess of the fair market value of the ordinary shares at such time over the exercise price. We will generally be entitled to a deduction in the same amount and at the same time as the participant recognizes ordinaryincome. Upon the participant’s subsequent disposition of the shares received with respect to such stock option, the participantwill recognize a capital gain or loss (long-term or short-term, depending on the holding period) to the extent the amountrealized from the sale differs from the tax basis (i.e., the fair market value of the ordinary shares on the exercise date).

In general, a participant will recognize no income or gain as a result of the exercise of an incentive stock option, except thatthe alternative minimum tax may apply. Except as described below, the participant will recognize a long-term capital gainor loss on the disposition of the ordinary shares acquired pursuant to the exercise of an incentive stock option and we willnot be allowed a deduction. If the participant fails to hold the shares acquired pursuant to the exercise of an incentive stockoption for at least two years from the grant date of the incentive stock option and one year from the exercise date, then the participant will recognize ordinary compensation income at the time of the disposition equal to the lesser of the gainrealized on the disposition and the excess of the fair market value of the shares on the exercise date over the exercise price. We will generally be entitled to a deduction in the same amount and at the same time as the participant recognizes ordinaryincome. Any additional gain realized by the participant over the fair market value at the time of exercise will be treated as a capital gain.

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Stock Appreciation Rights

The grant of a stock appreciation right under the Omnibus Plan will create no income tax consequences to us or to therecipient. A participant who is granted a stock appreciation right will generally recognize ordinary compensation incomeat the time of exercise in an amount equal to the excess of the fair market value of the ordinary shares at such time overthe grant price. We will generally be entitled to a deduction in the same amount and at the same time as the participant recognizes ordinary income. If the stock appreciation right is settled in shares, upon the participant’s subsequentdisposition of such shares, the participant will recognize a capital gain or loss (long-term or short-term, depending on theholding period) to the extent the amount realized from the sale differs from the tax basis (i.e., the fair market value of the ordinary shares on the exercise date).

Restricted Stock

Generally, a participant will not recognize income and we will not be entitled to a deduction at the time an award ofrestricted stock is made under the Omnibus Plan, unless the participant makes the election described below. A participantwho has not made such an election will recognize ordinary income at the time the restrictions on the stock lapse in anamount equal to the fair market value of the restricted stock at such time. We will generally be entitled to a corresponding deduction in the same amount and at the same time as the participant recognizes income. Any otherwise taxabledisposition of the restricted stock after the time the restrictions lapse will result in a capital gain or loss (long-term orshort-term, depending on the holding period) to the extent the amount realized from the sale differs from the tax basis (i.e., the fair market value of the ordinary shares on the date the restrictions lapse). Dividends paid in cash and received by aparticipant prior to the time the restrictions lapse will constitute ordinary income to the participant in the year paid, and wewill generally be entitled to a corresponding deduction for such dividends. Any dividends paid in stock will be treated as an award of additional restricted stock subject to the tax treatment described herein.

A participant may, within 30 days after the date of the award of restricted stock, elect to recognize ordinary income as ofthe date of the award in an amount equal to the fair market value of such restricted stock on the date of the award (lessthe amount, if any, the participant paid for such restricted stock). If the participant makes such an election, then we willgenerally be entitled to a corresponding deduction in the same amount and at the same time as the participant recognizesincome. If the participant makes the election, then any cash dividends the participant receives with respect to the restricted stock will be treated as dividend income to the participant in the year of payment and will not be deductible by us. Any otherwise taxable disposition of the restricted stock (other than by forfeiture) will result in a capital gain or loss. If theparticipant who has made an election subsequently forfeits the restricted stock, then the participant will not be entitled toclaim a credit for the tax previously paid. In addition, we would then be required to include as ordinary income the amount of any deduction we originally claimed with respect to such shares.

Restricted Stock Units

A participant will not recognize income and we will not be entitled to a deduction at the time an award of a restricted stock unit is made under the Omnibus Plan. Upon the participant’s receipt of shares (or cash) at the end of the restriction period, the participant will recognize ordinary income equal to the amount of cash and/or the fair market value of the shares received, and we will be entitled to a corresponding deduction in the same amount and at the same time. If the restrictedstock units are settled in whole or in part in shares, upon the participant’s subsequent disposition of the shares the participant will recognize a capital gain or loss (long-term or short-term, depending on the holding period) to the extent theamount realized upon disposition differs from the shares’ tax basis (i.e., the fair market value of the shares on the date the participant received the shares).

Performance Shares

The grant of performance shares will create no income tax consequences for us or the participant. Upon the participant’sreceipt of shares at the end of the applicable performance period, the participant will recognize ordinary income equal to the fair market value of the shares received, except that if the participant receives shares of restricted stock in payment of performance shares, recognition of income may be deferred in accordance with the rules applicable to restricted stock asdescribed above. In addition, the participant will recognize ordinary compensation income equal to the dividend equivalents

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Proposal 3

paid on performance shares prior to or at the end of the performance period. We will generally be entitled to a deduction in the same amount and at the same time as the participant recognizes income. Upon the participant’s subsequentdisposition of the shares, the participant will recognize a capital gain or loss (long-term or short-term, depending on theholding period) to the extent the amount realized from the disposition differs from the shares’ tax basis (i.e., the fair market value of the shares on the date the participant received the shares).

Performance Units

The grant of a performance unit will create no income tax consequences to us or the participant. Upon the participant’s receipt of cash and/or shares at the end of the applicable performance period, the participant will recognize ordinary income equal to the amount of cash and/or the fair market value of the shares received, and we will be entitled to a corresponding deduction in the same amount and at the same time. If performance units are settled in whole or in partin shares, upon the participant’s subsequent disposition of the shares the participant will recognize a capital gain or loss (long-term or short-term, depending on the holding period) to the extent the amount realized upon disposition differs fromthe shares’ tax basis (i.e., the fair market value of the shares on the date the participant received the shares).

Annual Incentive Awards

A participant who is paid an annual incentive award will generally recognize ordinary income equal to the amount of cash paid, and we will generally be entitled to a corresponding income tax deduction.

Dividend Equivalent Units

A participant who is paid a dividend equivalent with respect to an award will recognize ordinary income equal to the valueof cash or ordinary shares paid, and we will be entitled to a corresponding deduction in the same amount and at thesame time.

Section 162(m) Limit on Deductibility of Compensation

Section 162(m) of the Code limits the deduction we can take for compensation we pay to “covered employees” to $1.0 million per year per individual. Our “covered employees” include our Chief Executive Officer, our Chief Financial Officer,our three other highest paid officers, and any individuals who were “covered employees” in any taxable years following December 31, 2016. Compensation payable under awards granted under the Omnibus Plan will count towards the $1.0 million annual deduction limit, unless such awards are considered to be paid under awards that were legally binding and in effect as of November 2, 2017 and are not materially modified after such date.

Code Section 409A

Awards under the Omnibus Plan may constitute, or provide for, a deferral of compensation under Section 409A of the Code. If the requirements of Section 409A are not complied with, then holders of such awards may be taxed earlier than would otherwise be the case (e.g., at the time of vesting instead of the time of payment) and may be subject to an additional 20% penalty tax and, potentially, interest and penalties.

We have sought to structure the Omnibus Plan, and we intend to administer the Omnibus Plan, to comply with Code Section 409A, or an exemption to Code Section 409A, with regard to awards that constitute nonqualified deferred compensation within the meaning of Code Section 409A. The provisions of Code Section 409A are incorporated by reference into the Omnibus Plan and in each award to the extent necessary for any award that is subject to Code Section 409A to comply with that section of the Code. To the extent that we determine that a participant would be subject to the additional tax imposed pursuant to Code Section 409A as a result of any provision of any award granted under the plan, thatprovision will be interpreted, or deemed amended, to the minimum extent necessary to avoid application of the additionaltax. The nature of the amendment will be determined by the Compensation Committee.

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Proposal 3

New Plan Benefits

We cannot currently determine the awards that may be granted under the Omnibus Plan in the future to the executiveofficers named in this Proxy Statement, to our non-employee directors or to other individuals. The Administrator will make such determinations from time to time.

Securities Authorized for Issuance Under Equity Compensation Plans

The following table summarizes, as of December 31, 2019, information about compensation plans under which our equitysecurities are authorized for issuance:

Plan category     Number of securities to be issued
upon exercise of outstanding
options, warrants and rights
(a)
     Weighted-average
exercise price of
outstanding options,
warrants and rights
(b)
     Number of securities remaining
available for future issuance
under equity compensation
plans (excluding securities
reflected in column
(a))(c)
Equity compensation plans approved by security holders:
2018 Omnibus Incentive Plan2,528,680(1)$27.75(2)3,346,054(3)
Total2,528,680$27.75(2)3,346,054
(1)Consists of 1,766,295 shares subject to stock options, 387,929 shares subject to restricted stock units and 374,456 shares subject to performance share awards.
(2)Represents the weighted average exercise price of outstanding stock options and does not take into account outstanding restricted stock units or performance share units.
(3)Represents securities remaining available for issuance under the Omnibus Plan.

The resolution in respect of this Proposal 3 is an ordinary resolution. The text of the resolution in respect of Proposal 3 is as follows:

“IT IS RESOLVED, that, approval be and is hereby given to the adoption by the Company of an amendment to the nVent Electric plc 2018 Omnibus Incentive Plan, which amendment has been made available to shareholders prior to the meeting, and that the directors be and are hereby authorized to take all such actions with reference to such amendment and the nVent Electric plc 2018 Omnibus Incentive Plan as may be necessary to ensure the adoption of the amendment and theoperation of the nVent Electric plc 2018 Omnibus Incentive Plan as so amended.”

Vote Requirement

The amendment to the Omnibus Plan 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 voteFORthe approval of an amendment to the compensation of the Named Executive Officers.

64nVent Electric plc 2018 Omnibus Incentive Plan.

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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, 2020. 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 43

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 2019.2021. 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, during fiscal years 20192021 and 2018. Prior to the Separation, Pentair plc paid any audit, audit-related, tax, or other fees related to our business.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):

    2019    2018 2021    2020 
Audit fees(1)$4,251$4,775 $4,615  $4,025 
Audit-related fees(2)44950  1,080   206 
Tax fees(3)      
Tax compliance and return preparation500254  475   490 
Tax planning and advice967378  570   435 
Total tax fees1,467632  1,050   925 
All other fees  0   0 
Total$6,167$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.

2020 Proxy Statement    69All 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 2019,2021, the Committee met eightnine times. The Committee meets at least four times per year in executive session. The Committee also has periodic educational sessions on financial accounting and reporting matters.

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

The Committee reviewed with both Deloitte and our internal auditors, and approved, their respective audit plans, audit scope, compensation and identification of audit risks. Further, the Committee reviewed and discussed with our management and Deloitte our audited financial statements and management’s and Deloitte’s evaluations of our internal control over financial reporting, as reported in our 20192021 Annual Report on Form 10-K, as well as our Irish statutory financial statements for the 20192021 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 the applicable requirements of the Public Company Accounting Oversight Board and the SEC. The Committee received the written disclosures and the letter from Deloitte as required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent registered public accounting firm’s communications with the Committee concerning independence, and reaffirmed with Deloitte its independence. In addition, the Committee is responsible for approval of the proposed audit fees and annually evaluates the reputation, qualifications and performance of Deloitte and its lead audit partner. Further, in conjunction with the mandated rotation of the independent auditor’s lead audit partner, the Committee is directly involved with management in the interview process and then selects the new lead partner.

Based on the above-mentioned reviews and discussions with management, internal audit and Deloitte, the Committee recommended to our Board of Directors that our audited financial statements and management’s report on internal control over financial reporting be included in our 20192021 Annual Report on Form 10-K, for filing with the SEC. In addition, the Committee has re-appointed Deloitte as our independent auditors for 2020.2022.

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 FORProposal
5the authorization of the Board of Directors to allot new shares under Irish law.


68nVent Electric plc

Proposal
5
Authorize 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 vote FORthe 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 20, 2020,18, 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, 2019.2021.

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. Baldwin8,724(5)8,724
Jerry W. Burris30,69732,54963,246 35,491  27,608  63,099 
Susan M. Cameron6,4026,402 10,554  5,591  16,145 
Michael L. Ducker10,25410,254 17,048  5,591  22,639 
David H. Y. Ho11,21622,01733,233
Lynnette R. Heath 22,796 11,745 78,260  112,801 
Randall J. Hogan635,6531,411,1632,4032,049,219  1.20% 676,001  835,398 2,403 1,513,802 
Jon D. Lammers4,92937,77142,700 29,009  119,873  148,882 
Stacy P. McMahan2,85387,64090,493
Ronald L. Merriman32,85845832,54965,865 37,652 484 27,608  65,744 
William T. Monahan47,58313,84032,54993,972
Aravind Padmanabhan
Nicola T. Palmer
Danita K. Ostling      
Nicola Palmer 5,359  5,591  10,950 
Herbert K. Parker6,2546,254 17,409  5,591  23,000 
Joseph A. Ruzynski10,70844,02388855,618 26,849 3,645 101,726 938 133,158 
Greg Scheu   5,591  5,591 
Beth A. Wozniak54,332283,623132338,087 81,439 100,876 687,691 140 870,146 
Jacqueline Wright 6,703  5,591  12,294 
Sara E. Zawoyski13,00061,34753274,879 42,217 17,484 116,076 562 176,339 
Directors, nominees and executive officers as a group (22)900,29613,8402,166,6985,0513,086,3431.79%
Trian Fund Management, L.P.(6)13,550,80613,550,8067.97%
BlackRock, Inc.(7)14,353,57614,353,5768.44%
The Vanguard Group(8)14,473,07614,473,0768.51%
State Street Corporation(9)16,003,72816,003,7289.41%
American Century Investment Management, Inc.(10)10,462,50710,462,5076.15%
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 20, 2020,18, 2022, Fidelity Management Trust Company (“Fidelity”), the Trustee of the nVent Management Company Retirement Savings and Investment Plan, held 603,068453,528 ordinary shares (<1%). Fidelity disclaims beneficial ownership of all shares. The nVent Management Company Retirement Savings and Investment Plan participants have the right to direct the Trustee to vote their shares, although participants have no investment power over such shares. The Trustee, except as otherwise required by law, votes the shares for which it has received no direction from participants, in the same proportion on each issue as it votes those shares for which it has received voting directions from participants.
(4)Less than 1% unless otherwise indicated.
(5)Mr. Baldwin is a Partner at Trian, which beneficially owns an additional 13,542,082 ordinary shares of nVent. Mr. Baldwin disclaims beneficial ownership of these additional ordinary shares held by Trian.

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Security Ownership

(6)

Information derived from a Schedule 13D/A filed with the Securities and Exchange Commission on May 17, 2019 and information provided to us by Trian. The address of Trian is 280 Park Avenue, 41st Floor, New York, NY 10017. As of March 20, 2020, Trian had shared voting and dispositive power for 13,550,806 ordinary shares, including shares beneficially owned by Brian M. Baldwin.

(7)

Information derived from a Schedule 13G/A filed with the Securities and Exchange Commission on February 5, 2020.10, 2022. The address of The Vanguard Group is 100 Vanguard Boulevard, Malvern, PA 19355. As of December 31, 2021, The Vanguard Group had shared voting power for 86,059 ordinary shares, sole dispositive power for 17,265,470 ordinary shares and shared dispositive power for 232,256 ordinary shares.

(6)Information derived from a Schedule 13G/A filed with the Securities and Exchange Commission on February 3, 2022. The address of BlackRock, Inc. is 55 East 52nd Street, New York, NY 10055. As of December 31, 2019,2021, BlackRock, Inc. had sole voting power for 13,721,35813,284,433 ordinary shares and sole dispositive power for 14,353,57614,004,368 ordinary shares.

(8)(7)

Information derived from a Schedule 13G/A filed with the Securities and Exchange Commission on February 12, 2020. The address of The Vanguard Group is 100 Vanguard Boulevard, Malvern, PA 19355. As of December 31, 2019, The Vanguard Group had sole voting power for 77,496 ordinary shares, shared voting power for 23,770 ordinary shares, sole dispositive power for 14,391,308 ordinary shares and shared dispositive power for 81,768 ordinary shares.

(9)

Information derived from a Schedule 13G/A filed with the Securities and Exchange Commission on February 14, 2020. The address of State Street Corporation is State Street Financial Center, One Lincoln Street, Boston, MA 02111. As of December 31, 2019, State Street Corporation had shared voting power for 15,690,505 ordinary shares and shared dispositive power for 16,002,728 ordinary shares.

(10)

Information derived from a Schedule 13G filed with the Securities and Exchange Commission on February 11, 20204, 2022 by American Century Investment Management, Inc., American Century Companies Inc. and Stowers Institute for Medical Research. The address of the filers is 4500 Main Street, 9th Floor, Kansas City, Missouri 64111. As of December 31, 2019,2021, each filer had sole voting power for 10,309,9809,128,496 ordinary shares and sole dispositive power for 10,462,5079,591,776 ordinary shares.


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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 15, 2020.13, 2022. We either (i) mailed you a Notice of Internet Availability of Proxy Materials on or before March 31, 2020April 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, 20192021 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 20, 2020.18, 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, 20192021 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 20, 202018, 2022 (Eastern Standard Time) as the record date for the Annual General Meeting. At the close of business on the record date, we had 170,029,220166,339,531 ordinary shares outstanding and entitled to vote. All shareholders of record at the close of business on the record date are entitled to vote on the matters set forth in this Proxy Statement and any other matter properly presented at the Annual General Meeting. Beneficial owners whose banks, brokers or other custodians or nominees are shareholders registered in our share register with respect to the beneficial owners’ shares at the close of business on the record date are entitled to vote on the matters set forth in this Proxy Statement and any other matter properly presented at the Annual General Meeting. Each ordinary share is entitled to one vote on each matter properly brought before the Annual General Meeting.

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

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

By Internet:You can vote over the Internet 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 2:0011:59 p.m. local time (9:00 a.m. Eastern Daylight Time)Time on May 13, 2020.12, 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 2:0011:59 p.m. local time (9:00 a.m. Eastern Daylight Time)Time on May 13, 2020.12, 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 20, 202018, 2022 (see above for further information if you also intend to vote at the Annual General Meeting). Registration will begin at 1:7:00 p.m. (local time)a.m. British Summer Time and the Annual General Meeting will begin at 2:8:00 p.m. (local time)a.m. British Summer Time on May 15, 2020.13, 2022.

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

Shareholders in Ireland may participate in the Annual General Meeting by audio link at the offices of Arthur Cox, Ten Earlsfort Terrace, Dublin 2, Ireland at 2:00 p.m. (local time)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 2:0011:59 p.m. local time or 9:00 a.m. Eastern Daylight Time on May 13, 2020)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 2:0011:59 p.m. local time or 9:00 a.m. Eastern Daylight Time on May 13, 2020)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.

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Questions and Answers about the Annual General Meeting and Voting

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.

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Questions and Answers about the Annual General Meeting and Voting

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 20212023 Annual General Meeting of Shareholders

The deadline for submitting a shareholder proposal for inclusion in our proxy materials for our 20212023 Annual General Meeting pursuant to SEC Rule 14a-8 is December 1, 2020.2, 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 20212023 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 20212023 Annual General Meeting pursuant to the proxy access provisions of our Articles of Association no earlier than November 1, 20202, 2022 and no later than December 1, 2020.2, 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 20212023 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 20212023 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 20, 202121, 2023 and no later than February 14, 2021.15, 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 20212023 Annual General Meeting. If the Board chooses to present a matter of business submitted under our Articles of Association at the 20212023 Annual General Meeting, then the persons named in the proxies solicited by the Board for the 20212023 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. 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.

20192021 Annual Report on Form 10-K

Any shareholder wishing to review, without charge, a copy of our 20192021 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

nVent Electric plc

Reconciliation of GAAP to non-GAAP financial measures for the GAAP Years Ended December 31, 2021, 2020, 2019 and 2018 to the Non-GAAP excluding the effect of 2019 and 2018 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%            

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. References to “pro forma” below relate to allocations for the first four months of the year ended December 31, 2018.

In millions       2019       2018
Net sales$2,204.0$2,213.6
Operating income333.1310.8
% of net sales15.1%14.0%
Adjustments:
Restructuring and other24.27.7
Intangible amortization61.460.9
Acquisition transaction and integration costs2.4
Inventory step-up amortization3.2
Separation costs45.0
Corporate allocations(0.8)
Segment income$424.3$423.6
Return on sales19.3%19.1%
Net income – as reported$222.7$230.8
Interest expense adjustment – pro forma(5.6)
Adjustments to operating income91.2112.8
Pension and other post-retirement mark-to-market loss27.37.0
Income tax adjustments(32.8)(31.0)
Net income – pro forma$308.4$314.0
Diluted earnings per ordinary share
Diluted earnings per ordinary share – as reported$1.29$1.28
Adjustments0.490.46
Diluted earnings per ordinary share – pro forma adjusted$1.78$1.74

nVent Electric plc and subsidiaries

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

In millions       2019       2018 2021 2020 2019 2018 
Net cash provided by (used for) operating activities – as reported$336.3$343.5
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)           (5.6)
Net cash provided by (used for) operating activities – pro forma336.3337.9 $373.3  $344.0  $336.3  $337.9 
Capital expenditures(38.8)(39.5)  (39.5)  (40.0)  (38.8)  (39.5)
Proceeds from sale of property and equipment6.32.4  0.6   2.0   6.3   2.4 
Free cash flow — pro forma$303.8$300.8
Free cash flow $334.4  $306.0  $303.8  $300.8 
Three year compound annual growth rate  3.6%         

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Appendix B

nVENT ELECTRIC PLC
2018 OMNIBUS INCENTIVE PLAN

As Amended and Restated Effective as of May 15, 2020

1. Purpose, Effective Date and Replacement Equity Awards.

(a)Purpose. The nVent Electric plc 2018 Omnibus Incentive Plan has several complementary purposes: (i) to promote the growth and success of the Company by linking a significant portion of participant compensation to the increase in value of the Company’s shares; (ii) to attract and retain top quality, experienced executives and key employees by offering a competitive incentive compensation program; (iii) to reward innovation and outstanding performance as important contributing factors to the Company’s growth and progress; (iv) to align the interests of executives, key employees, directors and consultants with those of the Company’s stockholders by reinforcing the relationship between participant rewards and stockholder gains obtained through the achievement by Plan participants of short-term objectives and long-term goals; and (v) to encourage executives, key employees, directors and consultants to obtain and maintain an equity interest in the Company. In addition, this Plan permits the issuance of awards in replacement for awards relating to ordinary shares of Pentair plc (“Pentair”) immediately prior to the spin-off of the Company by Pentair (the “Spinoff”), in accordance with the terms of an Employee Matters Agreement into which Pentair and the Company intend to enter in connection with the Spinoff (the “Employee Matters Agreement”).

(b)Effective Date. [This Plan became effective on April 30, 2018, the date the shares of the Company were distributed to the shareholders of Pentair (the “Effective Date”). It is being amended and restated effective as of May 15, 2020 (the “Restatement Date”), subject to approval by the Company’s shareholders at the 2020 annual general meeting.Page Intentionally Left Blank]


2.Definitions.Capitalized terms used in this Plan have the following meanings:

(a) “10% Stockholder” means an Eligible Employee who, as of the date an ISO is granted to such individual, owns more than ten percent (10%) of the total combined voting power of all classes of Stock then issued by the Company or a Subsidiary corporation.

(b) “Administrator” means (i) the Committee with respect to Participants who are not Non-Employee Directors and (ii) the Non-Employee Directors of the Board (or a committee of Non-Employee Directors appointed by the Board) with respect to Participants who are non-Employee Directors.

(c) “Affiliate” and “Associate” shall have the respective meanings ascribed to such terms in Rule 12b-2 under the Exchange Act. Notwithstanding the foregoing, for purposes of determining employees who may be granted (or who may retain following a transfer of employment under Section 19(b), a grant of) an Option or Stock Appreciation Right, the term “Affiliate” means any entity that, directly or through one or more intermediaries, is controlled by, controls, or is under common control with the Company within the meaning of Code Sections 414(b) or (c); provided that, in applying such provisions, the phrase “at least 20 percent” shall be used in place of “at least 80 percent” each place it appears therein.

(d) “Annual Incentive Award” means the right to receive a cash payment to the extent Performance Goals are achieved (or other requirements are met) or as otherwise provided in Section 18(c).

(e) “Award” means a grant of Options, Stock Appreciation Rights, Performance Shares, Performance Units, Restricted Stock, Restricted Stock Units, Deferred Stock Rights, an Annual Incentive Award, Dividend Equivalent Units, or any other type of award permitted under the Plan.

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(f) “Beneficial Owner” means a Person with respect to any securities that:

(i) such Person or any of such Person’s Affiliates or Associates has the right to acquire (whether such right is exercisable immediately or only after the passage of time) pursuant to any agreement, arrangement or understanding, or upon the exercise of conversion rights, exchange rights, rights, warrants or options, or otherwise; provided, however, that a Person shall not be deemed the Beneficial Owner of, or to beneficially own, securities tendered pursuant to a tender or exchange offer made by or on behalf of such Person or any of such Person’s Affiliates or Associates until such tendered securities are accepted for purchase, at any time before the issuance of such securities;

(ii) such Person or any of such Person’s Affiliates or Associates, directly or indirectly, has the right to vote or dispose of or has “beneficial ownership” of (as determined pursuant to Rule 13d-3 of the General Rules and Regulations under the Exchange Act), including pursuant to any agreement, arrangement or understanding; provided, however, that a Person shall not be deemed the Beneficial Owner of, or to beneficially own, any security under this clause (ii) as a result of an agreement, arrangement or understanding to vote such security if the agreement, arrangement or understanding: (A) arises solely from a revocable proxy or consent given to such Person in response to a public proxy or consent solicitation made pursuant to, and in accordance with, the applicable rules and regulations under the Exchange Act and (B) is not also then reportable on a Schedule 13D under the Exchange Act (or any comparable or successor report); or

(iii) are beneficially owned, directly or indirectly, by any other Person with which such Person or any of such Person’s Affiliates or Associates has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting (except pursuant to a revocable proxy as described in clause (ii) above) or disposing of any voting securities of the Company.

(g) “Board” means the Board of Directors of the Company.

(h) “Cause” means, except as otherwise determined by the Administrator and set forth in an Award agreement, such act or omission by a Participant as is determined by the Administrator to constitute cause for termination, including but not limited to any of the following: (i) a material violation of any Company policy, including any policy contained in the Company Code of Business Conduct; (ii) embezzlement from, or theft of property belonging to, the Company or any Affiliate; (iii) willful failure to perform, or gross negligence in the performance of, or failure to perform, assigned duties; or (iv) other intentional misconduct, whether related to employment or otherwise, which has, or has the potential to have, a material adverse effect on the business conducted by the Company or its Affiliates.

(i) “Change of Control” means the first occurrence of any of the following events:

(i) any Person (other than (A) the Company or any of its subsidiaries, (B) a trustee or other fiduciary holding securities under any employee benefit plan of the Company or any of its subsidiaries, (C) an underwriter temporarily holding securities pursuant to an offering of such securities or (D) an entity owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as their ownership of Stock (“Excluded Persons”)) is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such Person any securities acquired directly from the Company or its Affiliates after the Effective Date pursuant to express authorization by the Board that refers to this exception) representing twenty percent (20%) or more of either the then outstanding Shares or the combined voting power of the Company’s then outstanding voting securities; or

(ii) the following individuals cease for any reason to constitute a majority of the number of Directors then serving: (A) individuals who, immediately after the Effective Date, constituted the Board and (B) any new Director (other than a Director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of Directors, as such terms are used in Rule 14a-11 of Regulation 14A under the Exchange Act) whose appointment or election by the Board or nomination for election by the Company’s shareholders was approved by a vote of at least two-thirds (2/3) of the

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Directors then still in office who either were Directors immediately after the Effective Date, or whose appointment, election or nomination for election was previously so approved (collectively the “Continuing Directors”);provided, however, that individuals who are appointed to the Board pursuant to or in accordance with the terms of an agreement relating to a merger, consolidation, or share exchange involving the Company (or any direct or indirect subsidiary of the Company) after the Effective Date shall not be deemed Continuing Directors until after such individuals are first nominated for election by a vote of at least two-thirds (2/3) of the then Continuing Directors and are thereafter elected as directors by the shareholders of the Company at a meeting of shareholders held following consummation of such merger, consolidation, or share exchange; and,provided further, that in the event the failure of any such persons appointed to the Board to be Continuing Directors results in a Change of Control, the subsequent qualification of such persons as Continuing Directors shall not alter the fact that a Change of Control occurred; or

(iii) the consummation of a merger, consolidation or share exchange of the Company with any other entity or the issuance of voting securities of the Company in connection with a merger, consolidation or share exchange of the Company (or any direct or indirect subsidiary of the Company), in each case, which requires approval of the shareholders of the Company, other than (A) a merger, consolidation or share exchange which would result in the voting securities of the Company outstanding immediately prior to such merger, consolidation or share exchange continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof) at least fifty percent (50%) of the combined voting power of the voting securities of the Company or such surviving entity or any parent thereof outstanding immediately after such merger, consolidation or share exchange, or (B) a merger, consolidation or share exchange effected to implement a recapitalization of the Company (or similar transaction) in which no Person (other than an Excluded Person) is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such Person any securities acquired directly from the Company or its Affiliates after the Effective Date, pursuant to express authorization by the Board that refers to this exception) representing twenty percent (20%) or more of either the then outstanding Shares or the combined voting power of the Company’s then outstanding voting securities; or

(iv) the consummation of a plan of complete liquidation or dissolution of the Company or a sale or disposition by the Company of all or substantially all of the Company’s assets (in one transaction or a series of related transactions within any period of twenty-four (24) consecutive months), in each case, which requires approval of the shareholders of the Company, other than a sale or disposition by the Company of all or substantially all of the Company’s assets to an entity at least seventy-five percent (75%) of the combined voting power of the voting securities of which are owned by Persons in substantially the same proportions as their ownership of the Company immediately prior to such sale.

Notwithstanding the foregoing, (A) no Change of Control shall be deemed to have occurred if there is consummated any transaction or series of integrated transactions immediately following which the record holders of the Stock immediately prior to such transaction or series of transactions continue to own, directly or indirectly, in the same proportions as their ownership in the Company, an entity that owns all or substantially all of the assets or voting securities of the Company immediately following such transaction or series of transactions; and (B) for purposes of an Award (1) that provides for the payment of deferred compensation that is subject to Code Section 409A or (2) with respect to which the Company permits a deferral election, the definition of “Change of Control” shall be deemed amended to conform to the requirements of Code Section 409A to the extent necessary for the Award and deferral election to comply with Code Section 409A.

(j) “Code” means the Internal Revenue Code of 1986, as amended. Any reference to a specific provision of the Code includes any successor provision and the regulations promulgated under such provision.

(k) “Commission” means the United States Securities and Exchange Commission or any successor agency.

(l) “Committee” means the Compensation Committee of the Board (or a successor committee with the same or similar authority), or such other committee of the Board designated by the Board to administer the Plan;providedthat if no such committee shall be in existence at any time, the functions of the Committee shall be carried out by the Board.

(m) “Company” means nVent Electric plc, an Irish company, or any successor thereto.

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(n) “Consultant” means a person or entity rendering services to the Company or an Affiliate other than as an employee of any such entity or a Director.

(o) “Covered Termination” means the involuntary termination of an employee’s employment by the Company or an Affiliate for a reason other than Cause, death or Disability. In addition, for a Participant who is a Board-appointed corporate officer at the time of the occurrence of the event(s) constituting Good Reason, a voluntary termination of employment by the Participant for such Good Reason shall be considered a “Covered Termination.”

Notwithstanding the foregoing, a Board-appointed corporate officer will not be considered to have experienced a Covered Termination unless and until the Participant executes a general release in such form and manner, and containing such reasonable and customary terms (which may include non-disparagement, non-solicitation and confidentiality covenants), as are determined by the Company, and such release becomes effective no later than sixty (60) days after the Participant’s Separation from Service (or such earlier date specified by the Company). With respect to any Award that is considered a nonqualified deferred compensation arrangement subject to Code Section 409A, if the period during which the Participant may sign the release spans two calendar years, then payment of such Awards may not be made prior to January 1 of that second calendar year.

(p) “Deferred Stock Right” means the right to receive Stock or Restricted Stock at some future time.

(q) “Director” means a member of the Board, and “Non-Employee Director” means a Director who is not also an employee of the Company or its Affiliates.

(r) “Disability” means, except as otherwise determined by the Administrator and set forth in an Award agreement: (i) with respect to an ISO, the meaning given in Code Section 22(e)(3), and (ii) with respect to all other Awards, a physical or mental incapacity which qualifies an individual to collect a benefit under a long term disability plan maintained by the Company or an Affiliate, or such similar mental or physical condition which the Administrator may determine to be a disability, regardless of whether either the individual or the condition is covered by any such long term disability plan. The Administrator shall make the determination of Disability and may request such evidence of disability as it reasonably determines. Notwithstanding the foregoing, for purposes of an Award (A) that provides for the payment of deferred compensation that is subject to Code Section 409A or (B) with respect to which the Company permits a deferral election, the definition of “Disability” shall be deemed amended to conform to the requirements of Code Section 409A to the extent necessary for the Award and deferral election to comply with Code Section 409A.

(s) “Dividend Equivalent Unit” means the right to receive a payment, in cash or Shares, equal to the cash dividends or other distributions paid with respect to a Share.

(t) “Eligible Employee” means a key managerial, administrative or professional employee of the Company or an Affiliate.

(u) “Exchange Act” means the Securities Exchange Act of 1934, as amended. Any reference to a specific provision of the Exchange Act includes any successor provision and the regulations and rules promulgated under such provision.

(v) “Fair Market Value” means, per Share on a particular date, a price that is based (i) on the opening, closing, actual, high or low sale price, or the arithmetic mean of selling prices of, a Share on the New York Stock Exchange or such other exchange or automated trading system on which the Stock is then principally traded (the “Applicable Exchange”) on the applicable date, the preceding trading day or the next succeeding trading day, or (ii) the arithmetic mean of selling prices on all trading days over a specified averaging period that is within 30 days before or 30 days after the applicable date, or such arithmetic mean weighted by volume of trading on each trading day in the period, in each case as determined by the Administrator in its discretion;providedthat, if an arithmetic mean of prices is used to set a grant price or an exercise price for an Option or Stock Appreciation Right, the commitment to grant the applicable Award based on such arithmetic mean must be irrevocable before the beginning of the specified averaging period in accordance with Treasury Regulation § 1.409A-1(b)(5)(iv)(A). The method of determining Fair Market Value with respect to an Award shall be determined by

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the Administrator and may differ depending on whether Fair Market Value is in reference to the grant, exercise, vesting, settlement, or payout of an Award;providedthat, if the Administrator does not specify a different method, the Fair Market Value of a Share as of a given date shall be the closing sale price on the day as of which Fair Market Value is to be determined or, if there shall be no such sale on such date, the next preceding day on which such a sale shall have occurred. If the Stock is not traded on an established stock exchange, the Administrator shall determine in good faith the Fair Market Value of a Share. Notwithstanding the foregoing, in the case of a sale of Shares on the Applicable Exchange, the actual sale price shall be the Fair Market Value of such Shares. The Administrator also shall establish the Fair Market Value of any other property.

(w) “Incentive Stock Option” or “ISO” means an Option that meets the requirements of Code Section 422.

(x) “Good Reason” means, with respect to a Participant who is a Board-appointed corporate officer, (x) the definition of “Good Reason” or similar term as provided in an employment agreement in effect between the Participant and the Company or an Affiliate, or (y) in the absence thereof, the occurrence of any of the following events, without the Participant’s advance written consent:

(i) any material breach by the Company or an Affiliate of the terms of any employment agreement in effect with the Participant;

(ii) any reduction in any of the Participant’s base salary or percentage of base salary available as incentive compensation or bonus opportunity;

(iii) a good faith determination by the Participant that there has been a material adverse change in the Participant’s working conditions or status with the Company or an Affiliate, including but not limited to (A) a significant change in the nature or scope of the Participant’s authority, powers, functions, duties or responsibilities, or (B) a significant reduction in the authority, duties or responsibilities of the supervisor to whom the Participant is required to report; or

(iv) the relocation of the Participant’s principal place of employment to a location more than fifty (50) miles from the Participant’s then-current principal place of employment with the Company or an Affiliate; provided that, with respect to Awards granted after the Restatement Date, this clause shall apply only to any Participant whose primary residence is, prior to any relocation, within one hundred (100) miles’ driving distance of his or her principal place of employment.

A Participant’s termination shall not be considered to have occurred for “Good Reason” unless (A) within ninety (90) days following the occurrence of one of the events listed above the Participant provides written notice to the Company setting forth the specific event constituting Good Reason, (B) the Company fails to remedy the event constituting Good Reason within thirty (30) days following its receipt of the Participant’s notice, and (C) the Participant actually terminates his or her employment with the Company and its Affiliates within thirty (30) days following the end of the Company’s remedy period.

(y) “Option” means the right to purchase Shares at a stated price for a specified period of time.

(z) “Participant” means an individual selected by the Administrator to receive an Award.

(aa) “Pentair Participant” means a current or former employee or member of the board of directors of Pentair plc or any of its subsidiaries, or any other person who holds an Award under a Pentair Plan as of the date immediately prior to the Spin Date.

(bb) “Pentair Plan” means the Pentair plc 2012 Stock and Incentive Plan or any similar or predecessor plan sponsored by Pentair or any of its subsidiaries under which any awards remain outstanding as of the date immediately prior to the Spin Date, including, but not limited to, the Pentair plc 2008 Omnibus Incentive Plan, the Pentair plc Omnibus Stock Incentive Plan, and the Pentair plc Outside Directors Nonqualified Stock Option Plan.

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(cc) “Performance Awards” means a Performance Share, a Performance Unit and an Annual Incentive Award, and any Award of Restricted Stock, Restricted Stock Units, or Deferred Stock Rights, the payment or vesting of which is contingent on the attainment of one or more Performance Goals.

(dd) “Performance Goals” means any goals the Administrator establishes. The Performance Goals may include a threshold level of performance below which no payment will be made (or no vesting will occur), levels of performance at which specified payments will be paid (or specified vesting will occur), and a maximum level of performance above which no additional payment will be made (or at which full vesting will occur).

(ee) “Performance Shares” means the right to receive Shares (including Restricted Stock) to the extent Performance Goals are achieved or as otherwise provided in Section 18(c).

(ff) “Performance Unit” means the right to receive a payment valued in relation to a unit that has a designated dollar value or the value of which is equal to the Fair Market Value of one or more Shares, to the extent Performance Goals are achieved or as otherwise provided in Section 18(c).

(gg) “Person” has the meaning given in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof.

(hh) “Plan” means this nVent Electric plc 2018 Omnibus Incentive Plan, as may be amended from time to time.

(ii) “Replacement Award” means an Award that is issued under the Plan in accordance with the terms of the Employee Matters Agreement in substitution of an award that was granted under a Pentair Plan.

(jj) “Restriction Period” means the length of time established relative to an Award during which the Participant cannot sell, assign, transfer, pledge or otherwise encumber the Stock or Stock Units subject to such Award and at the end of which the Participant obtains an unrestricted right to such Stock or Stock Units.

(kk) “Restricted Stock” means a Share that is subject to a risk of forfeiture or restrictions on transfer, or both a risk of forfeiture and restrictions on transfer.

(ll) “Restricted Stock Unit” means the right to receive a payment equal to the Fair Market Value of one Share.

(mm) “Retirement” or “Retires” means, except as otherwise determined by the Administrator or set forth in an Award agreement, (i) with respect to Participants who are Eligible Employees, termination of employment from the Company and its Affiliates (for other than Cause) on or after attainment of age fifty-five (55) and completion of ten (10) years of service with the Company and its Affiliates (including for this purpose, service with Pentair plc and its predecessors as of the Spin Date), and (ii) with respect to Non-Employee Director Participants, the Director’s removal (for other than Cause), or resignation or failure to be re-elected (for other than Cause), after the Director has served on the Board for six (6) years (including, for this purpose, service on the board of directors of Pentair plc and its predecessors as of the Spin Date).

(nn) “Rule 16b-3” means Rule 16b-3 promulgated by the Commission under the Exchange Act, or any successor rule or regulation thereto.

(oo) “Section 16 Participants” means Participants who are subject to the provisions of Section 16 of the Exchange Act.

(pp) “Share” means a share of Stock.

(qq) “Spin Date” means the effective date of the distribution made to the holders of shares of common stock of Pentair plc in connection with the Spinoff.

(rr) “Stock” means the ordinary shares of the Company, nominal value $0.01 per share.

(ss) “Stock Appreciation Right” or “SAR” means the right to receive a payment equal to the appreciation of the Fair Market Value of a Share during a specified period of time.

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(tt) “Subsidiary” means any corporation or limited liability company (except such an entity that is treated as a partnership for U.S. income tax purposes) in an unbroken chain of entities beginning with the Company if each of the entities (other than the last entity in the chain) owns stock or equity interests possessing more than fifty percent (50%) of the total combined voting power of all classes of stock or equity interests in one of the other entities in the chain.

3. Administration.

(a)Administration. In addition to the authority specifically granted to the Administrator in this Plan, the Administrator has full discretionary authority to administer this Plan, including but not limited to the authority to: (i) interpret the provisions of this Plan and any Award agreement; (ii) prescribe, amend and rescind rules and regulations relating to this Plan; (iii) correct any defect, supply any omission, or reconcile any inconsistency in this Plan, any Award or any Award agreement in the manner and to the extent it deems desirable to carry this Plan or such Award into effect; and (iv) make all other determinations necessary or advisable for the administration of this Plan. All Administrator determinations shall be made in the sole discretion of the Administrator and are final and binding on all interested parties.

Notwithstanding any provision of the Plan to the contrary, the Administrator shall have the discretion to accelerate the vesting, Restriction Period or performance period of an Award, in connection with a Participant’s death, disability, Retirement or Covered Termination.

(b)Delegation to Other Committees or Officers. To the extent applicable law permits, the Board may delegate to another committee of the Board or to one or more officers of the Company, or the Committee may delegate to one or more officers of the Company, any or all of their respective authority and responsibility as an Administrator of the Plan;providedthat no such delegation is permitted with respect to Stock-based Awards made to Section 16 Participants at the time any such delegated authority or responsibility is exercised unless the delegation is to another committee of the Board consisting entirely of Non-Employee Directors. If the Board or the Committee has made such a delegation, then all references to the Administrator in this Plan include such other committee or one or more officers to the extent of such delegation.

(c)Indemnification. The Company will indemnify and hold harmless each member of the Board and the Committee, and each officer or member of any other committee to whom a delegation under Section 3(b) has been made, as to any acts or omissions with respect to this Plan or any Award to the maximum extent that the law and the Company’s by-laws permit.

4. Eligibility.The Administrator may designate any of the following as a Participant from time to time, to the extent of the Administrator’s authority: any Eligible Employee, any Consultant or any Director, including a Non-Employee Director. The Administrator’s granting of an Award to a Participant will not require the Administrator to grant an Award to such individual at any future time. The Administrator’s granting of a particular type of Award to a Participant will not require the Administrator to grant any other type or amount of Award to such individual.

5. Types of Awards.Subject to the terms of this Plan, the Administrator may grant any type of Award to any Participant it selects, but only employees of the Company or a Subsidiary may receive grants of Incentive Stock Options. Awards may be granted alone or in addition to, in tandem with, or (subject to the prohibition on repricing set forth in Section 16(e)) in substitution for any other Award (or any other award granted under another plan of the Company or any Affiliate).

6. Shares Reserved under this Plan; Award Limit.

(a)Plan Reserve. Subject to adjustment as provided in Section 18, an aggregate of eighteen million five hundred thousand (18,500,000) Shares are reserved for issuance under this Plan, all of which may be issued pursuant to Incentive Stock Options. Such share reserve will not be depleted by the Replacement Awards. The Shares reserved for issuance may be either Shares created out of conditional, authorized or ordinary share capital or Shares reacquired at any time and now or hereafter held as treasury stock. For purposes of determining the aggregate number of Shares reserved for issuance under this Plan, any fractional Share shall be rounded to the next highest full Share.

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(b)Depletion of Reserve.The aggregate number of Shares reserved under Section 6(a) shall be depleted by the maximum number of Shares to which the Award relates. Notwithstanding the foregoing, in no event shall an Award that is valued in relation to a Share but that may only be settled in cash deplete the Shares reserved under Section 6(a).

(c)Replenishment of Shares Under this Plan. To the extent (i) an Award (including a Replacement Award) lapses, expires, terminates or is cancelled without the issuance of Shares under the Award (whether due currently or on a deferred basis), (ii) an Award is settled in cash in lieu of Shares, (iii) it is determined during or at the conclusion of the term of an Award (including a Replacement Award) that all or some portion of the Shares with respect to which the Award was granted will not be issuable on the basis that the conditions for such issuance will not be satisfied, (iv) Shares are forfeited under an Award (including a Replacement Award) or (v) Shares are issued under any Award (including a Replacement Award) and the Company subsequently reacquires them pursuant to rights reserved upon the issuance of the Shares, then such Shares shall be credited to the Plan’s reserve (in the same number as they depleted the reserve or, with respect to Replacement Awards, on a Share-for-Share basis) and may be used for new Awards under this Plan, but Shares recredited to the Plan’s reserve pursuant to clause (v) may not be issued pursuant to Incentive Stock Options. Notwithstanding the foregoing, in no event shall the following Shares be recredited to the Plan’s reserve: (1) Shares purchased by the Company using proceeds from Option exercises; (2) Shares tendered or withheld in payment of the exercise price of an Option or as a result of the net settlement in Shares of an outstanding Stock Appreciation Right; or (3) Shares tendered or withheld to satisfy federal, state or local tax withholding obligations.

(d)Award Limit. The maximum number of Shares subject to Awards granted during a single fiscal year to any Non-Employee Director, taken together with any cash fees paid during the fiscal year to the Non-Employee Director in respect of the Non-Employee Director’s service as a member of the Board during such fiscal year (including service as chair or a member or chair of any committees of the Board), shall not exceed such number of Shares as has a total value of $750,000 (calculating the value of any such Awards based on the grant date fair value of such Awards for financial reporting purposes). The Board may make exceptions to this limit for a non-executive chair or lead director of the Board or, in extraordinary circumstances, for other individual Non-Employee Directors, as the Board may determine in its discretion, provided that the Non-Employee Director receiving such additional compensation may not participate in the decision to award such compensation.

7. Options.Subject to the terms of this Plan, the Administrator will determine all terms and conditions of each Option, including but not limited to:

(a) Whether the Option is an Incentive Stock Option or a “nonqualified stock option” which does not meet the requirements of Code Section 422;

(b) The number of Shares subject to the Option;

(c) The date of grant, which may not be prior to the date of the Administrator’s approval of the grant;

(d) The exercise price, which may not be less than the Fair Market Value of the Shares subject to the Option as determined on the date of grant;providedthat an Incentive Stock Option granted to a 10% Stockholder must have an exercise price at least equal to 110% of the Fair Market Value of the Shares subject to the Option as determined on the date of grant;

(e) The terms, conditions and manner of exercise, including but not limited to, the manner of payment of the exercise price;providedthat, if the aggregate Fair Market Value of the Shares subject to all Incentive Stock Options granted to the Participant (as determined on the date of grant of such Option) that become exercisable during a calendar year exceed $100,000, then such Incentive Stock Options shall be treated as nonqualified stock options to the extent such $100,000 limitation is exceeded; and

(f) The term;providedthat each Option must terminate no later than ten (10) years after the date of grant and each Incentive Stock Option granted to a 10% Stockholder must terminate no later than five (5) years after the date of grant.

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In all other respects, the terms of any Incentive Stock Option should comply with the provisions of Code Section 422 except to the extent the Administrator determines otherwise. If an Option that is intended to be an Incentive Stock Option fails to meet the requirements thereof, the Option shall automatically be treated as a nonqualified stock option to the extent of such failure.

Subject to the terms and conditions of the Award and applicable law, payment of the exercise price and any applicable withholding due upon exercise of the Option, or both, may be made in the form or by means of (i) cash or its equivalent; (ii) Stock already owned by the Participant, which Stock shall be valued at Fair Market Value on the date the Option is exercised; (iii) a broker-assisted cashless exercise procedure; (iv) by means of any “net exercise” or similar procedure established under the Plan; or (v) a combination of the foregoing methods of payment. A Participant who elects to make payment in Stock may not transfer fractional shares or shares of Stock with an aggregate Fair Market Value in excess of the Option exercise price plus applicable withholding taxes.

8. Stock Appreciation Rights.Subject to the terms of this Plan, the Administrator will determine all terms and conditions of each SAR, including but not limited to:

(a) Whether the SAR is granted independently of an Option or relates to an Option;

(b) The number of Shares to which the SAR relates;

(c) The date of grant, which may not be prior to the date of the Administrator’s approval of the grant;

(d) The grant price,providedthat the grant price shall not be less than the Fair Market Value of the Shares subject to the SAR as determined on the date of grant;

(e) The terms and conditions of exercise or maturity;

(f) The term,providedthat each SAR must terminate no later than ten (10) years after the date of grant; and

(g) Whether the SAR will be settled in cash, Shares or a combination thereof.

If an SAR is granted in relation to an Option, then unless otherwise determined by the Administrator, the SAR shall be exercisable or shall mature at the same time or times, on the same conditions and to the extent and in the proportion, that the related Option is exercisable and may be exercised or mature for all or part of the Shares subject to the related Option. Upon exercise of any number of SARs, the number of Shares subject to the related Option shall be reduced accordingly and such Option may not be exercised with respect to that number of Shares. The exercise of any number of Options that relate to an SAR shall likewise result in an equivalent reduction in the number of Shares covered by the related SAR.

9. Performance Units and Stock Awards.Subject to the terms of this Plan, the Administrator will determine all terms and conditions of each award of Restricted Stock, Restricted Stock Units, Deferred Stock Rights, Performance Shares or Performance Units, including but not limited to:

(a) The number of Shares and/or units to which such Award relates;

(b) Whether, as a condition for the Participant to realize all or a portion of the benefit provided under the Award, one or more Performance Goals must be achieved during such period as the Administrator specifies;

(c) The Restriction Period with respect to Restricted Stock or Restricted Stock Units and the period of deferral for Deferred Stock Rights;

(d) The performance period for Performance Awards;

(e) With respect to Performance Units, whether to measure the value of each unit in relation to a designated dollar value or the Fair Market Value of one or more Shares; and

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(f) With respect to Restricted Stock Units and Performance Units, whether to settle such Awards in cash, in Shares, or a combination thereof.

During the time Restricted Stock is subject to the Restriction Period, the Participant shall have all of the rights of a stockholder with respect to the Restricted Stock, including the right to vote such Stock and, unless the Administrator shall otherwise provide, the right to receive dividends paid with respect to such Stock,provided, however,that dividends will either, at the discretion of the Committee, (i) be automatically reinvested as additional shares of Restricted Stock that shall be subject to the same terms and conditions, including the Restriction Period, as the original grant of Restricted Stock, or (ii) be paid out in cash at the same time and to the same extent that the underlying shares of Restricted Stock vest.

Except as otherwise provided in the Plan, at such time as all restrictions applicable to an Award of Restricted Stock, Deferred Stock Rights or Restricted Stock Units are met and the Restriction Period expires, ownership of the Stock subject to such restrictions shall be transferred to the Participant free of all restrictions except those that may be imposed by applicable law;providedthat if Restricted Stock Units are paid in cash, said payment shall be made to the Participant after all applicable restrictions lapse and the Restriction Period expires.

10. Annual Incentive Awards. Subject to the terms of this Plan, the Administrator will determine all terms and conditions of an Annual Incentive Award, including but not limited to the Performance Goals, performance period, the potential amount payable, and the timing and conditions for the receipt of payment. Nothing herein shall preclude the Company from granting a cash incentive payment outside of the terms of the Plan.

11. Dividend Equivalent Units.Subject to the terms of this Plan, the Administrator will determine all terms and conditions of each award of Dividend Equivalent Units, including but not limited to whether the Award will be settled in cash or Shares;providedthat Dividend Equivalent Units may be granted only in connection with a “full value” Award as defined in Section 6(b); andprovided furtherthat Dividend Equivalent Units shall be paid at the same time and in to the same extent as payment is made with respect to the underlying Award to which they relate.

12. Other Stock-Based Awards.Subject to the terms of this Plan, the Administrator may grant to Participants other types of Awards, which shall be denominated or payable in, valued in whole or in part by reference to, or otherwise based on, Shares, either alone or in addition to or in conjunction with other Awards, and payable in Stock or cash. Such Award may include the issuance of unrestricted Shares, which may be awarded in payment of director fees, in lieu of cash compensation, in exchange for cancellation of a compensation right (except as prohibited by Section 16(e)), as a bonus, upon the attainment of Performance Goals or otherwise, or rights to acquire Stock from the Company. The Administrator shall determine all terms and conditions of the Award, including but not limited to, the time or times at which such Awards shall be made, and the number of Shares to be granted pursuant to such Awards or to which such Award shall relate;providedthat any Award that provides for purchase rights may not have a purchase price less than the Fair Market Value of the Shares subject to such rights as determined on the date of grant; andprovided furtherthat any award which provides for Dividend Equivalent Units must otherwise comply with the provisions of Section 11.

13. Minimum Vesting Period; Discretion to Accelerate Vesting.

(a)Minimum Vesting Period. All Awards granted under the Plan that may be settled in Shares must have a minimum vesting period of one (1) year from the date of grant, provided that such minimum vesting period will not apply to Awards with respect to up to five percent (5%) of the total number of Shares reserved pursuant to Section 6(a). For purposes of Awards granted to Non-Employee Directors, “one year” may mean the period of time from one annual shareholders meeting to the next annual shareholders meeting, provided that such period of time is not less than fifty (50) weeks.

(b)Discretion to Accelerate. Notwithstanding Section 13(a), the Administrator may accelerate the vesting of an Award or deem an Award to be earned, in whole or in part, in the event of (i) a Participant’s death, Disability, Retirement, or termination without Cause, (ii) as provided in Section 14, (iii) as provided in Section 18(c) or (iv) upon any other event as determined by the Administrator in its sole and absolute discretion.

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14. Effect of Termination on Awards. Except as otherwise provided by the Administrator in an Award agreement or determined by the Administrator at or prior to the time of termination of a Participant’s service, the following provisions shall apply to all outstanding Awards held by a Participant at the time of his or her termination of service from the Company and its Affiliates.

(a)Termination of Employment or Service. If a Participant’s service ends for any reason other than (i) a termination for Cause, (ii) Retirement, (iii) death, (iv) Disability or (v) a Covered Termination, then:

(i) All Options or SARs that are not vested on the date such Participant’s service ends shall be forfeited immediately, and all Options or SARs that are vested shall be exercisable until the earlier of ninety (90) days following the Participant’s termination date and the expiration date of the Option or SAR as set forth in the applicable Award agreement. Upon such earlier date, all Options and SARs then unexercised shall be forfeited.

(ii) All other Awards made to the Participant, to the extent not then earned, vested or paid to the Participant, shall terminate on the date the Participant’s service ends.

(b)Retirement or Covered Termination. Upon the Retirement or Covered Termination of a Participant not covered by Section 14(c) or 14(d):

(i) All Options and SARs that are not vested on the date of such termination shall vest on a prorated basis (to the extent not already vested), based on the portion of the vesting period that the Participant has completed at the time of Retirement or Covered Termination, and all Options or SARs that are vested shall be exercisable until the earlier of the first anniversary of the Participant’s Retirement or Covered Termination date and the expiration date of the Option or SAR. Upon such earlier date, all Options and SARs then unexercised shall be forfeited.

(ii) All Restricted Stock, Restricted Stock Units and Deferred Stock Rights (that are not Performance Awards or for which any Performance Goals have been satisfied) shall vest on a prorated basis, based on the portion of the restriction or deferral period, as applicable, which the Participant has completed at the time of Retirement or Covered Termination, and any other terms and conditions applicable to such Awards shall be deemed to have lapsed or otherwise been satisfied.

(iii) All Performance Awards, including Annual Incentive Awards, shall be paid in either unrestricted shares of Stock or cash, as the case may be, as if the Performance Goals established for such Awards had been met at target, but prorated based on the portion of the performance period which the Participant has completed at the time of Retirement or Covered Termination.

(c)Retirement or Covered Termination of Corporate Officer. If a Participant who is a Board-appointed corporate officer either Retires after the age of sixty (60) or experiences a Covered Termination, then the following provisions shall apply in lieu of Section 14(b):

(i) All Options or SARs shall remain outstanding (and shall continue to vest in accordance with the terms of the Award as if the Participant had continued in employment or service) until the earlier of the expiration date of the Award and the fifth anniversary of such Participant’s Retirement or Covered Termination date, as applicable;provided, however, that such extension shall result in the conversion of an Incentive Stock Option to a nonqualified stock option to the extent required under the Code. Upon such earlier date, all Options and SARs then unexercised shall be forfeited.

(ii) All Restricted Stock, Restricted Stock Units and Deferred Stock Rights (that are not Performance Awards or for which any Performance Goals have been satisfied) shall be immediately vested, and any other terms and conditions applicable to such Awards shall be deemed to have lapsed or otherwise been satisfied.

(iii) All Performance Awards, including Annual Incentive Awards, shall be paid in either unrestricted Shares or cash, as the case may be, following the end of the performance period and based on achievement of the Performance Goals established for such Awards, as if the Participant had not retired or experienced a Covered Termination.

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Notwithstanding the foregoing, in the event of a Covered Termination, in no event shall Awards be paid or considered vested earlier than the date the general release described in Section 2(o) becomes effective.

(d)Retirement of a Non-Employee Director. Upon Retirement of a Participant who is then a Non-Employee Director, the following provisions shall apply in lieu of Section 14(b):

(i) All Options or SARs shall remain outstanding (and shall continue to vest in accordance with the terms of the Award as if the Participant had continued in employment or service) until the earlier of the expiration date of the Award and the fifth anniversary of such Participant’s Retirement date. Upon such earlier date, all Options and SARs then unexercised shall be forfeited.

(ii) All Restricted Stock, Restricted Stock Units and Deferred Stock Rights (that are not Performance Awards or for which any Performance Goals have been satisfied) shall be immediately vested, and any other terms and conditions applicable to such Awards shall be deemed to have lapsed or otherwise been satisfied.

(iii) All Performance Awards, including Annual Incentive Awards, shall be paid in either unrestricted Shares or cash, as the case may be, following the end of the performance period and based on achievement of the Performance Goals established for such Awards, as if the Participant had not retired.

(e)Death or Disability. If a Participant’s service with the Company and its Affiliates ends due to death or Disability:

(i) All Options and SARs shall vest immediately and shall be exercisable until the earlier of the first anniversary of the date the Participant’s service ends and the expiration date of the Option or SAR. Upon such earlier date, all Options and SARs then unexercised shall be forfeited.

(ii) All Restricted Stock, Restricted Stock Units and Deferred Stock Rights (that are not Performance Awards or for which any Performance Goals have been satisfied) shall be immediately vested, and any other terms and conditions applicable to such Awards shall be deemed to have lapsed or otherwise been satisfied.

(iii) All Performance Awards, including Annual Incentive Awards, shall be paid in either unrestricted shares of Stock or cash, as the case may be, following the end of the performance period and based on achievement of the Performance Goals established for such Awards, as if the Participant had not terminated service.

(f)Termination for Cause. If a Participant’s service with the Company and its Affiliates is terminated for Cause, all Awards and grants of every type, whether or not then vested, shall terminate no later than the Participant’s last day of service. The Administrator shall have discretion to determine whether this Section 14(f) shall apply, whether the event or conduct at issue constitutes Cause for termination and the date on which Awards to a Participant shall terminate.

(g)Other Awards. The Administrator shall have the discretion to determine, at the time an Award is made, the effect on other Awards of the Participant’s termination of employment or service.

15. Transferability.

(a)Restrictions on Transfer. Awards are not transferable other than by will or the laws of descent and distribution, unless and to the extent the Administrator allows a Participant to designate in writing a beneficiary to exercise the Award or receive payment under an Award after the Participant’s death or transfer an Award as provided in subsection (b).

(b)Permitted Transfers. If allowed by the Administrator, a Participant may transfer the ownership of some or all of the vested or earned Awards granted to such Participant, other than Incentive Stock Options, to (i) the spouse, children or grandchildren of such Participant (the “Family Members”), (ii) a trust or trust established for the exclusive benefit of such Family Members, or (iii) a partnership in which such Family Members are the only partners. Notwithstanding the foregoing, vested or earned Awards may be transferred without the Administrator’s pre-approval if the transfer is made incident to a divorce as required pursuant to the terms of a “domestic relations order” as defined in Section 414(p) of the Code;providedthat no such transfer will be allowed with respect to ISOs if such transferability is not permitted by Code Section 422. Any such transfer shall be without consideration and shall be irrevocable. No Award so transferred may be subsequently

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transferred, except by will or applicable laws of descent and distribution. The Administrator may create additional conditions and requirements applicable to the transfer of Awards. Following the allowable transfer of an Award, such Award shall continue to be subject to the same terms and conditions as were applicable to the Award immediately prior to the transfer. For purposes of settlement of the Award, delivery of Stock upon exercise of an Award and the Plan’s Change of Control provisions, however, any reference to a Participant shall be deemed to refer to the transferee.

(c)Restrictions on Exercisability. Each Award, and each right under any Award, shall be exercisable during the lifetime of the Participant only by such individual or, if permissible under applicable law, by such individual’s guardian or legal representative or by a permitted transferee pursuant to Section 15(b).

16. Termination and Amendment of Plan; Amendment, Modification or Cancellation of Awards.

(a)Term of Plan. Unless the Board or the Committee earlier terminates this Plan pursuant to Section 16(b), this Plan will terminate on the date all Shares reserved for issuance have been issued. If the term of this Plan extends beyond ten (10) years from the date of its most recent approval by the Company’s stockholders, no Incentive Stock Options may be granted after such time unless the stockholders of the Company have approved an extension of this Plan for such purpose.

(b)Termination and Amendment of Plan. The Board or the Committee may amend, alter, suspend, discontinue or terminate this Plan at any time, subject to the following limitations:

(i) the Board must approve any amendment of this Plan to the extent the Company determines such approval is required by: (A) prior action of the Board, (B) applicable corporate law, or (C) any other applicable law;

(ii) stockholders must approve any amendment of this Plan to the extent the Company determines such approval is required by: (A) Section 16 of the Exchange Act, (B) the Code, (C) the listing requirements of any principal securities exchange or market on which the Shares are then traded, or (D) any other applicable law; and

(iii) stockholders must approve any of the following Plan amendments: (A) an amendment to materially increase any number of Shares specified in Section 6(a) or the limit on Incentive Stock Options set forth in Section 6(a), (B) an amendment to expand the group of individuals that may become Participants, or (C) an amendment that would diminish the protections afforded by Section 16(e).

(c)Amendment, Modification or Cancellation of Awards.

(i) Except as provided in Section 16(e) and subject to the requirements of this Plan, the Administrator may modify, amend or cancel any Award, or waive any restrictions or conditions applicable to any Award or the exercise of the Award;providedthat any modification or amendment that materially diminishes the rights of the Participant, or the cancellation of the Award, shall be effective only if agreed to by the Participant or any other person(s) as may then have an interest in the Award, but the Administrator need not obtain Participant (or other interested party) consent for the adjustment or cancellation of an Award pursuant to the provisions of Section 18 or the modification of an Award to the extent deemed necessary to comply with any applicable law, the listing requirements of any principal securities exchange or market on which the Shares are then traded, or to preserve favorable accounting or tax treatment of any Award for the Company, or to the extent the Administrator determines that such action does not materially and adversely affect the value of an Award or that such action is in the best interest of the affected Participant or any other person(s) as may then have an interest in the Award. Notwithstanding the foregoing, unless determined otherwise by the Administrator, any such amendment shall be made in a manner that will enable an Award intended to be exempt from Code Section 409A to continue to be so exempt, or to enable an Award intended to comply with Code Section 409A to continue to so comply.

(ii) Any Awards granted pursuant to this Plan, and any Stock issued or cash paid pursuant to an Award, shall be subject to (A) any recoupment, clawback, equity holding, stock ownership or similar policies adopted by the Company from time to time and (B) any recoupment, clawback, equity holding, stock ownership or similar requirements made applicable by law, regulation or listing standards to the Company from time to time.

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(iii) Unless the Award agreement specifies otherwise, the Administrator may cancel any Award at any time if the Participant is not in compliance with all applicable provisions of the Award agreement and the Plan.

(d)Survival of Authority and Awards. Notwithstanding the foregoing, the authority of the Board and the Administrator under this Section 16 and to otherwise administer the Plan will extend beyond the date of this Plan’s termination to the extent necessary to administer Awards outstanding on the date of the Plan’s termination. In addition, termination of this Plan will not affect the rights of Participants with respect to Awards previously granted to them, and all unexpired Awards will continue in force and effect after termination of this Plan except as they may lapse or be terminated by their own terms and conditions.

(e)Repricing and Backdating Prohibited. Notwithstanding anything in this Plan to the contrary, except as provided in Section 18, neither the Administrator nor any other person may (i) amend the terms of outstanding Options or SARs to reduce the exercise or grant price of such outstanding Options or SARs; (ii) cancel outstanding Options or SARs in exchange for Options or SARs with an exercise or grant price that is less than the exercise price of the original Options or SARs; or (iii) cancel outstanding Options or SARs with an exercise or grant price above the current Share price in exchange for cash or other securities. In addition, the Administrator may not make a grant of an Option or SAR with a grant date that is effective prior to the date the Administrator takes action to approve such Award.

(f)Foreign Participation. To assure the viability or the favorable tax or accounting treatment of Awards granted to Participants employed or residing in a country other than the U.S. or Ireland (a “foreign country”) or to comply with applicable law, the Administrator may provide for such special terms as it may consider necessary or appropriate to accommodate differences in local law, tax policy, applicable accounting standards or custom. Moreover, the Administrator may approve such supplements to, or amendments, restatements, sub-plans or alternative versions of, this Plan as it determines is necessary or appropriate for such purposes. Any such amendment, restatement, sub-plan or alternative versions that the Administrator approves for purposes of using this Plan in a foreign country will not affect the terms of this Plan for any other country. In addition, all such supplements, amendments, restatements or alternative versions must comply with the provisions of Section 16(b)(ii). The Administrator, in its discretion, also may establish administrative rules and procedures to facilitate the operation of the Plan and any supplements to, or amendments, restatements, sub-plans or alternative versions of, this Plan in a foreign country. To the extent permitted under applicable law, the Administrator may delegate its authority and responsibilities under this Section 16(f) to one or more officers of the Company.

In addition, if an Award is or becomes subject to Code Section 457A such that the amount payable or Shares issuable under such Award would be taxable to the Participant under Code Section 457A in the year such Award is no longer subject to a substantial risk of forfeiture, then the amount payable or Shares issuable under such Award shall be paid or issued to the Participant as soon as practicable after such substantial risk of forfeiture lapses (or, for Awards that are not considered nonqualified deferred compensation subject to Code Section 409A, no later than the end of the short-term deferral period permitted by Code Section 457A) notwithstanding anything in this Plan or the Award agreement to the contrary.

(g)Code Section 409A. The Company intends to administer this Plan in order to comply with Code Section 409A, or an exemption to Code Section 409A, with regard to Awards that constitute nonqualified deferred compensation within the meaning of Code Section 409A. The provisions of Code Section 409A are incorporated by reference herein and in each Award to the extent necessary for any Award that is subject to Code Section 409A to comply therewith. To the extent that the Company determines that a Participant would be subject to the additional tax imposed pursuant to Code Section 409A as a result of any provision of any Award granted under the Plan, such provision shall be interpreted, or deemed amended, to the minimum extent necessary to avoid application of such additional tax. The nature of such amendment shall be determined by the Committee.

17. Taxes.

(a)Withholding. In the event the Company or an Affiliate of the Company is required to withhold any applicable withholding or similar taxes or other amounts in respect of any income recognized by a Participant as a result of the grant, vesting, payment or settlement of an Award or disposition of any Shares acquired under an Award, the Company or Affiliate

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may satisfy such obligation by:

(i) deducting cash from any payments of any kind otherwise due the Participant, including under the Award;

(ii) withholding (or permitting the Participant to elect withholding of) Shares otherwise issuable under the Award;

(iii) cancelling (or permitting the Participant to elect the cancellation of) Shares otherwise vesting under the Award;

(iv) permitting or requiring the Participant to tender back Shares received in connection with the Award or deliver other previously owned Shares;

(v) permitting or requiring the Participant to sell Shares issued pursuant to an Award and having the Company or an agent of the Company withhold from proceeds of the sale of such Shares; or

(vi) requiring the Participant to pay cash, promptly on demand, or make other arrangements satisfactory to the Company or its Affiliate regarding the payment to the Company of the aggregate amount of any such taxes and other amounts;provided that, if the Participant fails to make such payment or other satisfactory arrangements, then the Administrator may cancel the Award.

If an election is permitted, the election must be made before the date as of which the amount of tax to be withheld is determined and otherwise as the Administrator requires. If Shares are used to satisfy the withholding obligation, then the Fair Market Value of such Shares may not exceed the total maximum statutory tax withholding obligations associated with the transaction to the extent needed for the Company or its Affiliate to avoid an accounting charge. The Company may require the Participant to repay the Company or an Affiliate of the Company, in case or Shares, for taxes paid on the Participant’s behalf.

(b)No Guarantee of Tax Treatment. Notwithstanding any provisions of the Plan, the Company does not guarantee to any Participant or any other Person with an interest in an Award that (i) any Award intended to be exempt from Code Section 409A or Code Section 457A shall be so exempt, (ii) any Award intended to comply with Code Section 409A or Code Section 422 shall so comply, (iii) any Award shall otherwise receive a specific tax treatment under any other applicable tax law, nor in any such case will the Company or any Affiliate indemnify, defend or hold harmless any individual with respect to the tax consequences of any Award.

(c)Participant Responsibilities. If a Participant shall dispose of Stock acquired through exercise of an ISO within either (i) two (2) years after the date the Option is granted or (ii) one (1) year after the date the Option is exercised (i.e., in a disqualifying disposition), such Participant shall notify the Company within seven (7) days of the date of such disqualifying disposition. In addition, if a Participant elects, under Code Section 83, to be taxed at the time an Award of Restricted Stock (or other property subject to such Code section) is made, rather than at the time the Award vests, such Participant shall notify the Company within seven (7) days of the date the Restricted Stock subject to the election is awarded.

18. Adjustment Provisions; Change of Control.

(a)Adjustment of Shares. If: (i) the Company shall at any time be involved in a merger or other transaction in which the Shares are changed or exchanged; (ii) the Company shall subdivide or combine the Shares or the Company shall declare a dividend payable in Shares, other securities or other property; (iii) the Company shall effect a cash dividend the amount of which, on a per Share basis, exceeds ten percent (10%) of the Fair Market Value of a Share at the time the dividend is declared, or the Company shall effect any other dividend or other distribution on the Shares in the form of cash, or a repurchase of Shares, that the Board determines by resolution is special or extraordinary in nature or that is in connection with a transaction that the Company characterizes publicly as a recapitalization or reorganization involving the Shares; or (iv) any other event shall occur, which, in the case of this clause (iv), in the judgment of the Board or Committee necessitates an adjustment to prevent dilution or enlargement of the benefits or potential benefits intended to be made

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available under this Plan, then the Administrator shall, in such manner as it may deem equitable to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under this Plan, adjust as applicable: (A) the number and type of Shares subject to this Plan (including the number and type of Shares described in Section 6) and which may after the event be made the subject of Awards; (B) the number and type of Shares subject to outstanding Awards; (C) the grant, purchase, or exercise price with respect to any Award; and (D) the Performance Goals of an Award. In any such case, the Administrator may also (or in lieu of the foregoing) make provision for a cash payment to the holder of an outstanding Award in exchange for the cancellation of all or a portion of the Award (without the consent of the holder of an Award) in an amount determined by the Administrator effective at such time as the Administrator specifies (which may be the time such transaction or event is effective). In each case, with respect to Awards of Incentive Stock Options, no such adjustment may be authorized to the extent that such authority would cause this Plan to violate Code Section 422(b). Further, the number of Shares subject to any Award payable or denominated in Shares must always be a whole number, and any fractional share resulting from such adjustment shall be rounded down to the nearest whole Share. In any event, previously granted Options or SARs are subject only to such adjustments as are necessary to maintain the relative proportionate interest the Options and SARs represented immediately prior to any such event and to preserve, without exceeding, the value of such Options or SARs.

Without limitation, in the event of any reorganization, merger, consolidation, combination or other similar corporate transaction or event, whether or not constituting a Change of Control (other than any such transaction in which the Company is the continuing corporation and in which the outstanding Stock is not being converted into or exchanged for different securities, cash or other property, or any combination thereof), the Administrator may substitute, on an equitable basis as the Administrator determines, for each Share then subject to an Award and the Shares subject to this Plan (if the Plan will continue in effect), the number and kind of shares of stock, other securities, cash or other property to which holders of Stock are or will be entitled in respect of each Share pursuant to the transaction.

Notwithstanding the foregoing, in the case of a stock dividend (other than a stock dividend declared in lieu of an ordinary cash dividend) or subdivision or combination of the Shares (including a reverse stock split), if no action is taken by the Administrator, adjustments contemplated by this subsection that are proportionate shall nevertheless automatically be made as of the date of such stock dividend or subdivision or combination of the Shares;providedthat the number of Shares subject to any Award payable or denominated in Shares must always be a whole number, and any fractional share resulting from such adjustment shall be rounded down to the nearest whole Share.

(b)Issuance or Assumption. Notwithstanding any other provision of this Plan, and without affecting the number of Shares otherwise reserved or available under this Plan, in connection with any merger, consolidation, acquisition of property or stock, or reorganization, the Administrator may authorize the issuance or assumption of awards under this Plan upon such terms and conditions as it may deem appropriate.

(c)Change of Control. To the extent a Participant’s employment, retention, change of control, severance or similar agreement with the Company or any Affiliate then in effect, if any, provides for more favorable treatment to the Participant than the provisions of this Section 18(c), such agreement shall control. In all other cases, unless provided otherwise in an Award agreement or by the Administrator prior to the Change of Control, in the event of a Change of Control:

(i) Each Option or SAR that is then held by a Participant who is employed by or in the service of the Company or an Affiliate shall become immediately and fully vested, and, unless otherwise determined by the Board or Committee, all Options and SARs shall be cancelled on the date of the Change of Control in exchange for a cash payment equal to the excess of the Change of Control price of the Shares covered by the Option or SAR that is so cancelled over the purchase or grant price of such Shares under the Award;

(ii) Restricted Stock, Restricted Stock Units and Deferred Stock Rights (that are not Performance Awards) that are not then vested shall vest;

(iii) (A) All Performance Awards that are earned but not yet paid shall be paid, (B) all Performance Awards (other than Annual Incentive Awards) for which the performance period has not expired shall be cancelled in exchange for a cash payment equal to the amount that would have been due under such Award(s) if the

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Performance Goals (as measured at the time of the Change of Control) were to continue to be achieved at the same rate through the end of the performance period, or if higher, assuming the target Performance Goals (at 100% of the stated target level) had been met at the time of such Change of Control, and (C) all Annual Incentive Awards for which the performance period has not expired shall be cancelled in exchange for a cash payment equal to the amount that would have been due under such Award(s), determined by using the Participant’s annual base salary rate as in effect immediately before the Change of Control and by assuming the Performance Goals for such period have been fully achieved;

(iv) All Dividend Equivalent Units that are not vested shall vest (to the same extent as the Award granted in tandem with the Dividend Equivalent Unit, if applicable) and be paid in cash; and

(v) All other Awards that are not vested shall vest and if an amount is payable under such vested Award, such amount shall be paid in cash based on the value of the Award.

If the value of an Award is based on the Fair Market Value of a Share, Fair Market Value shall be deemed to mean, for the purposes of this Section 18, the per share Change of Control price. The Administrator shall determine the per share Change of Control price paid or deemed paid in the Change of Control transaction.

(d)280G.Except as otherwise expressly provided in any Award or any other agreement between a Participant and the Company or an Affiliate, if the receipt of any payment by a Participant under the circumstances described above would result in the payment by the Participant of any excise tax provided for in Section 280G and Section 4999 of the Code, then the Administrator may, in its discretion, reduce the amount of such payment to the extent required to prevent the imposition of such excise tax.

19. Miscellaneous.

(a)Other Terms and Conditions. To the extent not inconsistent with other terms of the Plan, the grant of any Award may also be subject to other provisions (whether or not applicable to the Award granted to any other Participant) as the Administrator determines appropriate, including, without limitation, provisions for:

(i) restrictions on resale or other disposition of Shares; and

(ii) compliance with U.S. federal, state or non-U.S. securities laws and stock exchange requirements.

(b)Employment and Service. The issuance of an Award shall not confer upon a Participant any right with respect to continued employment or service with the Company or any Affiliate, or the right to continue as a Director. Unless determined otherwise by the Administrator, for purposes of the Plan and all Awards, the following rules shall apply:

(i) a Participant who transfers employment between the Company and its Affiliates, or between Affiliates, will not be considered to have terminated employment;

(ii) a Participant who ceases to be a Non-Employee Director because he or she becomes an employee of the Company or an Affiliate, or a Participant who ceases to be employed by the Company or any Affiliate and immediately thereafter becomes a Non-Employee Director, shall not be considered to have ceased service or terminated employment, respectively, until such Participant’s service to the Company or any Affiliate in any such capacity is terminated; and

(iii) a Participant employed by an Affiliate will be considered to have terminated employment when such entity ceases to be an Affiliate.

Notwithstanding the foregoing, for purposes of an Award that is subject to Code Section 409A, (x) if a Participant’s termination of employment or service triggers the payment of compensation under such Award, then the Participant will be deemed to have terminated employment or service upon his or her “separation from service” within the meaning of Code Section 409A; and (y) if the Participant is a “specified employee” within the meaning of Code Section 409A as of the date of his or her separation from service within the meaning of Code Section 409A, then, to the extent required

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by Code Section 409A, any payment made to the Participant on account of such separation from service shall not be made before a date that is six months after the date of the separation from service.

(c)No Fractional Shares. No fractional Shares or other securities may be issued or delivered pursuant to this Plan. If any fractional Shares are to be issued pursuant to an Award, then the Administrator may provide for such fractional Shares to be rounded upward to the nearest whole Share, may cause such fractional Share to be canceled without payment, or may cause a cash payment to be made equal to the Fair Market Value of such fractional Share, as the Administrator may determine.

(d)Unfunded Plan. This Plan is unfunded and does not create, and should not be construed to create, a trust or separate fund with respect to this Plan’s benefits. This Plan does not establish any fiduciary relationship between the Company and any Participant or other person. To the extent any person holds any rights by virtue of an Award granted under this Plan, such rights are no greater than the rights of the Company’s general unsecured creditors. Neither the Company nor any Subsidiary will be required to segregate any assets that may at any time be represented by Awards granted pursuant to the Plan.

(e)Requirements of Law and Securities Exchange. The granting of Awards and the issuance of Shares in connection with an Award are subject to all applicable laws, rules and regulations and to such approvals by any governmental agencies or national securities exchanges as may be required. Notwithstanding any other provision of this Plan or any Award agreement, the Company has no liability to deliver any Shares under this Plan or make any payment unless such delivery or payment would comply with all applicable laws and the applicable requirements of any securities exchange or similar entity, and unless and until the Participant has taken all actions required by the Company in connection therewith. The Company may impose such restrictions on any Shares issued under the Plan as the Company determines necessary or desirable to comply with all applicable laws, rules and regulations or the requirements of any national securities exchanges.

(f)Restrictive Legends; Representations. All Shares delivered (whether in certificated or book entry form) pursuant to any Award or the exercise thereof shall bear such legends or be subject to such stop transfer orders as the Administrator may deem advisable under the Plan or under applicable laws, rules or regulations or the requirements of any national securities exchange. The Administrator may require each Participant or other Person who acquires Shares under the Plan by means of an Award to represent to the Company in writing that such Participant or other Person is acquiring the Shares without a view to the distribution thereof.

(g)Governing Law. This Plan, and all agreements under this Plan, will be construed in accordance with and governed by the laws of the State of Minnesota, without reference to any conflict of law principles. Any legal action or proceeding with respect to this Plan, any Award or any Award agreement, or for recognition and enforcement of any judgment in respect of this Plan, any Award or any Award agreement, may only be heard in a “bench” trial, and any party to such action or proceeding shall agree to waive its right to a jury trial.

(h)Limitations on Actions. Any legal action or proceeding with respect to this Plan, any Award or any award agreement, must be brought within one year (365 days) after the day the complaining party first knew or should have known of the events giving rise to the complaint.

(i)Construction. Whenever any words are used herein in the masculine, they shall be construed as though they were used in the feminine in all cases where they would so apply; and wherever any words are used in the singular or plural, they shall be construed as though they were used in the plural or singular, as the case may be, in all cases where they would so apply. Titles of sections are for general information only, and this Plan is not to be construed with reference to such titles.

(j)No Rights as Stockholders. A Participant who is granted an Award under the Plan will have no rights as a stockholder of the Company with respect to the Award unless and until the Shares underlying the Award are registered in the Participant’s name. The right of any Participant to receive an Award by virtue of participation in the Plan will be no greater than the right of any unsecured general creditor of the Company.

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(k)Nature of Payments. Any gain realized or income recognized pursuant to Awards under the Plan constitutes a special incentive payment to the Participant and will not be taken into account as compensation or otherwise included in the determination of benefits for purposes of any other employee benefit plan of the Company or an Affiliate, except as the Administrator otherwise provides. The adoption of the Plan will have no effect on Awards made or to be made under any other benefit plan covering an employee of the Company or an Affiliate or any predecessor or successor of the Company or an Affiliate. The grant of an Option or SAR will impose no obligation upon the Participant to exercise the Award.

(l)Severability. If any provision of this Plan or any Award agreement or any Award (i) is or becomes or is deemed to be invalid, illegal or unenforceable in any jurisdiction, or as to any person or Award, or (ii) would disqualify this Plan, any Award agreement or any Award under any law the Administrator deems applicable, then such provision should be construed or deemed amended to conform to applicable laws, or if it cannot be so construed or deemed amended without, in the determination of the Administrator, materially altering the intent of this Plan, Award agreement or Award, then such provision should be stricken as to such jurisdiction, person or Award, and the remainder of this Plan, such Award agreement and such Award will remain in full force and effect.

(m)Pentair Awards. The Company is authorized to issue Replacement Awards to Pentair Participants in connection with the adjustment and replacement of certain awards previously granted by Pentair. Notwithstanding any other provision of this Plan to the contrary, the number of Shares to be subject to a Replacement Award and the other terms and conditions of each Replacement Award, including the exercise price or grant price, shall be determined by the Administrator, all in accordance with the terms of the Employee Matters Agreement.

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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 2:00 p.m. Local Time (9:00 a.m. Eastern Daylight Time) on May 13, 2020. 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 2:00 p.m. Local Time (9:00 a.m. Eastern Daylight Time) on May 13, 2020. 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 2:00 p.m. Local Time (9:00 a.m. Eastern Daylight Time) on May 13, 2020.





TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: 
D07612-Z76336D70410-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.
1d.Randall J. Hogan
ooo
1e.Danita K. Ostlingooo
1f.Nicola PalmerRonald L. Merriman
 
ooo
1g.Nicola T. Palmer
 
1h.1g.Herbert K. Parker
ooo
1h.Greg Scheuooo
1i.Beth A. WozniakBeth Wozniak
 
ooo
1j.Jacqueline Wright
ooo
Please indicate if you plan to attend this meeting.oo
   Yes No  
 



The Board of Directors recommends you vote FOR the following proposals:   ForAgainst AgainstAbstain
2.Approve, by Non-Binding Advisory Vote, the Compensation of the Named Executive Officers
ooo
3.Approve an Amendment to the nVent Electric plc 2018 Omnibus Incentive Plan
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



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Important Notice Regarding the Availability of Proxy Materials for the
Annual General Meeting to be held on May 15, 2020:13, 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.








 
D07613-Z76336D70411-P65349

NVENT ELECTRIC PLC
Annual General Meeting of Shareholders
May 15, 2020 2:13, 2022 8:00 PM LocalAM British Summer Time
This proxy is solicited by the Board of Directors

The signatory, revoking any proxy heretofore given in connection with the Meeting, hereby appoints 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 the Four Seasons Hotel, Hamilton Place, Park Lane, London, England, W1J 7DR, 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 20, 2020.18, 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 20, 2020.18, 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