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Inventing the Electrified Future:
A Letter to our Shareholders
March 31, 2026
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Beth A. Wozniak
Chair and Chief Executive Officer |
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| | For nVent, 2025 was a transformational year. We finalized the sale of our Thermal Management business, and completed the acquisition of the Electrical Products Group, adding to our Engineered Building Solutions platform. This strengthened our position in the high-growth infrastructure vertical — in power utilities, data centers, and renewables. As a result of our actions, we accelerated our growth trajectory and delivered record financial performance. Our sales grew 30% to $3.9 billion. We exited 2025 with strong momentum and our backlog at an all-time high. | | ||||||
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1.
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| | By Separate Resolutions, Election of the Following Director Nominees: | | |||
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i.
Sherry A. Aaholm
ii.
Jerry W. Burris
iii.
Susan M. Cameron
iv.
Michael L. Ducker
v.
Diane Leopold
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vi.
Danita K. Ostling
vii.
Nicola Palmer
viii.
Herbert K. Parker
ix.
Beth A. Wozniak
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2.
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| | Approve, by Non-Binding Advisory Vote, the Compensation of the Named Executive Officers | | |||
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3.
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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
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4.
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| | Authorize the Board of Directors to Allot and Issue New Shares under Irish Law | | |||
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5.
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| | Authorize the Board of Directors to Opt Out of Statutory Preemption Rights under Irish Law | | |||
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6.
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| | Authorize the Price Range at which nVent Electric plc Can Re-allot Shares it Holds as Treasury Shares under Irish Law | | |||
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Where
Claridge’s
Brook Street Mayfair London, W1K 4HR United Kingdom |
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When
Friday, May 15, 2026,
3:00 p.m. British Summer Time |
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| | 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 13, 2026 (4:59 A.M. BRITISH SUMMER TIME ON MAY 15, 2025) OR, IF YOU ARE A BENEFICIAL OWNER, SUCH EARLIER TIME AS YOUR BANK, BROKER-DEALER, BROKERAGE FIRM, OR NOMINEE MAY REQUIRE. | | |||
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By Internet
You can vote over the internet at www.proxyvote.com.
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By Telephone
You can vote by telephone from the United States or Canada by calling the telephone number on the proxy card.
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By Mail
You can vote by mail by marking, signing and dating your proxy card or voting instruction form and returning it in the postage-paid envelope, which will then be forwarded to nVent Electric plc’s registered address electronically.
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Vote in Person
If you plan to attend the Annual General Meeting and wish to vote your ordinary shares in person, we will give you a ballot paper at the meeting.
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Proposal
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Board
Recommendation |
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Vote
Required |
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Page
Reference |
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1.
Election of Director Nominees
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FOR
each nominee |
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Majority of
votes cast |
| | 11 | |
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2.
Approve, by Non-Binding Advisory Vote, the Compensation of the Named Executive Officers
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FOR
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Majority of
votes cast |
| | 29 | |
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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
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FOR
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Majority of
votes cast |
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4.
Authorize the Board of Directors to Allot and Issue New Shares under Irish Law
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FOR
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Majority of
votes cast |
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5.
Authorize the Board of Directors to Opt Out of Statutory Preemption Rights under Irish Law
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FOR
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75% of
votes cast |
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6.
Authorize the Price Range at which nVent Electric plc Can Re-Allot Treasury Shares under Irish Law
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FOR
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75% of
votes cast |
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Committee Memberships
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Name, Age
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Director
Since |
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Independent
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Audit and
Finance |
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Compensation and
Human Capital |
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Governance
and Sustainability |
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Sherry A. Aaholm, 63
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2023
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Jerry W. Burris, 62
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2018
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Susan M. Cameron, 67
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2018
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Michael L. Ducker, 72
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2018
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Diane Leopold, 59
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2025
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Danita K. Ostling, 65
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2022
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Nicola Palmer, 58
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2020
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Herbert K. Parker, 67
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2018
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Beth A. Wozniak (CEO), 61
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2018
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Committee Chair:
| | Board Independence | | | Other Governance Practices | |
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All non-employee Directors are independent
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Independent Lead Director with robust responsibilities set forth in our Corporate Governance Principles
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Independent Directors meet regularly without management present
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Demonstrated commitment to thoughtful Board refreshment
Board Performance
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Engaged Board with over 99% average meeting attendance
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Annual Board and Committee self-assessments
Shareholder Rights
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Proxy access for Director nominees
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No poison pill
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Stock ownership requirements for officers and Directors
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Code of Ethics for Directors, officers and employees
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Annual ethics training for employees, officers and Directors
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Insider trading and anti-hedging and anti-pledging policy
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Formal Director orientation and Director continuing education programs
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Active shareholder outreach and engagement with a history of frequent Director participation
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Limitations on the number of public company boards on which Directors may serve and consideration of director capacity in approving outside boards
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Annual sustainability reporting
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Board and Committee oversight of risk, including those related to sustainability, artificial intelligence (“AI”) and cybersecurity matters
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Regular Board updates on key areas of strategy and risk
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Board oversight of succession planning for the CEO, executive officers and other key contributors
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Total engaged
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Directors engaged
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2025 engagement topics included
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| 12% of O/S* | | | 100% of calls | | |
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Artificial intelligence (AI) strategy and use
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Board oversight of risk
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Board composition and refreshment
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Executive compensation
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Human capital management
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Shareholder engagement
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Sustainability
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Proposal
1
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Elect Director Nominees
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The Board recommends a vote FOR each Director nominee
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The Board recommends a vote FOR election of each Director nominee.
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Sherry A. Aaholm
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Ms. Aaholm is the retired Vice President and Chief Digital Officer of Cummins, Inc., a global power leader that designs, manufactures, distributes and services diesel, natural gas, electric and hybrid powertrains and powertrain-related components, having served in that role from 2021 until 2024. Previously, she served as Vice President — Chief Information Officer of Cummins, Inc. from 2013 to 2021, and prior to that she served as Executive Vice President, Information Technology of FedEx Services from 1999 to 2012. Ms. Aaholm has over three decades of experience overseeing mission-critical information systems and a depth of experience in technology, cyber and information security, and development of digital and prognostic solutions for manufacturing and physical products. Ms. Aaholm also earned a graduate degree in sustainability. Ms. Aaholm has served on the board of directors of Old Dominion Freight Line, Inc. since 2018 and KION GROUP AG since 2025.
Qualifications: Ms. Aaholm brings to our Board her decades of experience overseeing mission-critical information systems, and her extensive experience in technology and cyber and information security and development of digital/Internet of Things. Ms. Aaholm also holds a graduate degree in sustainability and our Board benefits from her wealth of knowledge in this area.
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Director since 2023
Age 63
Independent
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Committees
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Audit and Finance
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Jerry W. Burris
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Mr. Burris is the President and Chief Executive Officer of Midwest Can Company, a manufacturer of portable fuel cans and specialty containers, a position he has held since 2018. Mr. Burris served as President and Chief Executive Officer of Associated Materials Group, Inc., a manufacturer of professionally installed exterior building products, from 2011 to 2014. Prior to that, he served as President, Precision Components of Barnes Group Inc., and was the President of Barnes Industrial, a global precision components business within Barnes Group. Prior to joining Barnes Group, Mr. Burris held a number of senior management positions at General Electric including President and Chief Executive Officer of Advanced Materials Quartz and Ceramics; General Manager of Global Services at GE Healthcare; head of global supply chain sourcing with GE Industrial Systems and Honeywell Integration. During his time with GE, Mr. Burris was also an active leader of GE’s African American Forum. Mr. Burris has served as a director of Midwest Can Company since 2017 and Mohawk Industries, Inc., a global flooring manufacturer, since 2022.
Qualifications: Mr. Burris brings to our Board significant executive leadership experience in management of global manufacturing operations and related processes, such as supply chain management, quality control and product development. Mr. Burris also provides our Board with insight into operating best practices and current developments in a variety of management contexts.
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Director since 2018
Age 62
Independent
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Committees:
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Compensation
and Human Capital (Chair) |
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Governance and Sustainability
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Susan M. Cameron (Lead Director)
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Ms. Cameron is the retired Chairman and Chief Executive Officer of Reynolds American Inc., a publicly-traded tobacco company, where she served as its Non-Executive Chairman from May 2017 to July 2017, its Executive Chairman from January 2017 to May 2017, and its Chief Executive Officer and member of the Board of Directors from 2014 to 2016. Prior to that, she served as President and Chief Executive Officer from 2004 to 2011 and as a member of Reynolds American Inc.’s board of directors from 2006 to 2011. Prior to joining Reynolds American Inc., Ms. Cameron held various marketing, management and executive positions at Brown & Williamson Tobacco Corporation, a U.S. tobacco company. Ms. Cameron has served as a director of Aramark since 2019. During the past five years, she also previously served as a director and as the Non-Executive Chairman of Tupperware Brands Corporation.
Qualifications: Ms. Cameron has considerable experience in the executive leadership and marketing functions of a public company. Ms. Cameron also brings to our Board strong leadership skills, marketing and brand leadership expertise, risk management and business continuity experience, and essential insights and perspectives regarding the strategic and operational opportunities and challenges of a global manufacturing business.
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Director since 2018
Age 67
Independent
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Committees:
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Compensation and Human Capital
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Governance and Sustainability
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Michael L. Ducker
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Mr. Ducker is the retired President and Chief Executive Officer of FedEx Freight, a segment of FedEx Corporation, a global provider of supply chain, transportation, business and related information services, having served from 2015 to 2018. From 2009 to 2015 he held the positions of Executive Vice President and Chief Operating Officer and President of International for FedEx Express, a segment of FedEx Corporation, and prior to that he held various executive and management positions with FedEx Express including serving as president of FedEx Express Asia Pacific in Hong Kong and leading the Southeast Asia and Middle East regions from Singapore, as well as Southern Europe from Milan, Italy. Mr. Ducker serves as a director of Amway Corporation, a privately held direct selling business. During the past five years, Mr. Ducker also previously served as a director of U.S. Xpress Enterprises, Inc. and International Flavors & Fragrances Inc.
Qualifications: Mr. Ducker’s significant senior executive and international experience coupled with his extensive expertise in complex global operations and logistics complements the strength of our Board. Mr. Ducker’s prior experience as Chief Executive Officer of FedEx Freight provides him with knowledge of a number of important areas, including leadership, risk assessment, and operational issues.
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Director since 2018
Age 72
Independent
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Committees:
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Compensation and Human Capital
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Governance and Sustainability (Chair)
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Diane Leopold
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Ms. Leopold is the retired Executive Vice President and Chief Operating Officer of Dominion Energy, Inc., a regulated electric utility and one of the nation’s leading developers and operators of renewable and traditional power generation, having served in that role from October 2020 through May 2025. Ms. Leopold also served as President – Contracted Energy of Dominion Energy from October 2020 until January 2025, as Co-Chief Operating Officer from December 2019 to September 2020 and President and Chief Executive Officer of Dominion Energy’s Gas Infrastructure Group from May 2017 to November 2019. Ms. Leopold also serves as a director of Markel Group Inc., a holding company comprised of a diverse group of companies and investments with specialty insurance at its core, CMS Energy Corporation, an energy company, and Consumers Energy Company, an electric and gas utility. Ms. Leopold was recommended by a third party search firm to our Governance and Sustainability Committee of the Board, which recommended to the Board to approve the election of Ms. Leopold as director.
Qualifications: With a career spanning more than 36 years in the power utilities industry, Ms. Leopold brings extensive experience in operations, business development, major project construction, financial planning and corporate strategy.
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Director since 2025
Age 59
Independent
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Committees
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Audit and Finance
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Danita K. Ostling
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Ms. Ostling is a former partner and senior leader at Ernst & Young LLP, or EY, having served in various leadership roles from 1999 until her retirement in 2021. Ms. Ostling served a broad spectrum of publicly traded and privately held clients on complex issues in accounting, auditing, risk, regulatory and securities registrations. Ms. Ostling’s career with EY spanned 32 years and included serving as the Professional Practice Director for EY’s U.S. East Region from 2015 to 2021, and before that as Deputy Director Global Assurance Professional Practice – Accounting for eight years in London. In addition to her work at EY, Ms. Ostling also served in leadership roles for Citigroup, Inc. and the Financial Accounting Standards Board, or FASB. Ms. Ostling has served as a director of Circle Internet Group, Inc., a global financial technology firm, since 2021, and Dover Corporation, a diversified global manufacturer and solutions provider, since 2023.
Qualifications: Ms. Ostling has extensive expertise in accounting and auditing, with significant experience consulting on complex accounting issues for large global companies and sustainability reporting. She also brings to our board her subject matter expertise with respect to accounting and audit standards, risk management and compliance, and evaluation of cybersecurity breaches and potential accounting and financial controls impacts.
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Director since 2022
Age 65
Independent
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Committees:
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Audit and Finance
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Nicola Palmer
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Ms. Palmer is the retired Chief Technology Ambassador of Verizon Communications, Inc., a global provider of technology, communications, information and entertainment products and services, having served in that role from 2022 until her retirement in 2023. Previously she served as Chief Product Development Officer from 2019 to 2022, as Chief Network Engineering Officer and Head of Wireless Networks from 2017 to 2018 and as Chief Technology Officer for Verizon Wireless from 2013 to 2017, after having served in technology roles of increasing responsibility for Verizon since 2000. Ms. Palmer has served as a director of NextNav Inc., a leader in next generation positioning, navigation, and timing (PNT) and 3D geolocation, since 2024, and Sercomm Corporation, a provider of integrated networking and telecom solutions, since 2025.
Qualifications: With a career spanning technology, engineering, operations, service management, product development, and strategy/planning, Ms. Palmer has extensive expertise in building, evolving and innovating technology products, platforms and services. She has significant experience in digital business transformation; evaluating acquisitions and investments to drive innovation; and cybersecurity, including governance, assessment, control evaluation, security engineering, incident response and on-going business continuity planning.
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Director since 2020
Age 58
Independent
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Committees:
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Compensation and Human Capital
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Governance and Sustainability
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Herbert K. Parker
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Mr. Parker was Executive Vice President of Operational Excellence for Harman International Industries, Inc., a worldwide developer, manufacturer and marketer of audio products, lighting solutions and electronic systems, from 2015 to 2017, and was the Executive Vice President and Chief Financial Officer of Harman Industries, Inc. from 2008 to 2014. Previously, Mr. Parker served in various financial positions with ABB Ltd. including as Chief Financial Officer of the Americas region. Mr. Parker began his career as a staff accountant with C-E Systems. Mr. Parker has served as a director of each of Apogee Enterprises Inc. and American Axle & Manufacturing since 2018, as a director of TriMas Corporation since 2015 and as the Chairman of the Board of TriMas since 2024.
Qualifications: Mr. Parker has extensive experience in financial and asset management, accounting and audit, and Sarbanes-Oxley controls and compliance for public companies. His experience serving as a financial executive with multiple public companies in many different countries has provided him with extensive leadership experience and subject matter expertise in enterprise risk management, investor relations, operations and international business.
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Director since 2018
Age 67
Independent
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Committees:
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Audit and Finance (Chair)
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Beth A. Wozniak (Chair)
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Ms. Wozniak has served as our Chair since 2023, and has served as our Chief Executive Officer since the completion of the separation of our company from Pentair plc in 2018. Prior to that, Ms. Wozniak was President of Pentair plc’s Electrical segment from 2017 to 2018, and served as President of Pentair plc’s Flow & Filtration Solutions Global Business Unit from 2015 to 2016. Previously, Ms. Wozniak held various leadership roles at Honeywell International Inc., and its predecessor AlliedSignal, from 1990 to 2015 including as President of the Environmental and Combustion Controls unit of Honeywell International Inc. from 2011 to 2015 and prior to that as President of the Sensing and Controls unit of Honeywell International Inc. from 2006 to 2011. Ms. Wozniak has served as Chair of the Board of Governors of the National Electrical Manufacturers Association (NEMA) since 2024, and prior to that served as NEMA’s Vice Chair since 2022. Ms. Wozniak has served as a director of Parker-Hannifin Corporation, a global leader in motion and control technologies, since 2025. During the past five years she also previously served as a director of Carrier Global Corporation, a global leader in intelligent climate and energy solutions.
Qualifications: Ms. Wozniak brings extensive experience in leading complex, global business operations, mergers and acquisitions, risk management and business continuity planning, and contributes leadership expertise and insights to our Board.
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Director since 2018
Age 61
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Chair since 2023
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Director
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Relationship(s) Considered
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| | Ms. Leopold | | | Retired Executive Vice President and Chief Operating Officer, Dominion Energy, Inc. | |
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Experience/Qualifications/Skills
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Board Nominees
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Aaholm
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Burris
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Cameron
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Ducker
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Leopold
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Ostling
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Palmer
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Parker
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Wozniak
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| | Cybersecurity | | | | | • | | | | | | | | | | | | | | | | | | • | | | | | | • | | | | | | • | | | | | | • | | | | | | | | | | | | • | | |
| | Sustainability | | | | | • | | | | | | • | | | | | | • | | | | | | • | | | | | | • | | | | | | • | | | | | | • | | | | | | • | | | | | | • | | |
| | Financial | | | | | | | | | | | | | | | | | | | | | | | • | | | | | | • | | | | | | • | | | | | | • | | | | | | • | | | | | | • | | |
| | Human Capital Management | | | | | • | | | | | | • | | | | | | • | | | | | | • | | | | | | • | | | | | | | | | | | | • | | | | | | | | | | | | • | | |
| | Innovation/Digital/Technology | | | | | • | | | | | | • | | | | | | | | | | | | • | | | | | | • | | | | | | | | | | | | • | | | | | | | | | | | | • | | |
| | International Business & Operations | | | | | • | | | | | | • | | | | | | • | | | | | | • | | | | | | • | | | | | | • | | | | | | • | | | | | | • | | | | | | • | | |
| | M&A | | | | | • | | | | | | • | | | | | | • | | | | | | • | | | | | | • | | | | | | • | | | | | | • | | | | | | • | | | | | | • | | |
| | Operations/Manufacturing | | | | | • | | | | | | • | | | | | | • | | | | | | • | | | | | | • | | | | | | | | | | | | • | | | | | | • | | | | | | • | | |
| | Relevant Industry | | | | | | | | | | | • | | | | | | | | | | | | | | | | | | • | | | | | | | | | | | | | | | | | | • | | | | | | • | | |
| | Risk Management | | | | | • | | | | | | • | | | | | | • | | | | | | • | | | | | | • | | | | | | • | | | | | | • | | | | | | • | | | | | | • | | |
| | Sales & Marketing | | | | | | | | | | | • | | | | | | • | | | | | | • | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | • | | |
| | Senior Leadership | | | | | • | | | | | | • | | | | | | • | | | | | | • | | | | | | • | | | | | | • | | | | | | • | | | | | | • | | | | | | • | | |
| | Strategy Formation | | | | | • | | | | | | • | | | | | | • | | | | | | • | | | | | | • | | | | | | | | | | | | • | | | | | | • | | | | | | • | | |
| | Supply Chain/Logistics | | | | | • | | | | | | • | | | | | | | | | | | | • | | | | | | | | | | | | | | | | | | • | | | | | | • | | | | | | • | | |
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5 Meetings of the nVent Board of Directors
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8
Meetings of the Audit and Finance Committee
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4
Meetings of the Compensation and Human Capital Committee
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4
Meetings of the Governance and Sustainability Committee
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Members:
Herbert K. Parker (Chair),
Sherry A. Aaholm Diane Leopold Danita K. Ostling and Greg Scheu.
All members have been determined to be independent under SEC and NYSE rules.
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Role:
The Audit and Finance Committee is responsible for, among other things, assisting our Board with oversight of our accounting and financial reporting processes, oversight of our financing strategy, investment policies and financial condition, audits of our financial statements, and monitoring the effectiveness of our systems of internal control (including information technology and cyber security relating to internal controls), internal audit and risk management (including AI-related risk management). These responsibilities include the integrity of the financial statements, compliance with legal and regulatory requirements, the independence and qualifications of our external auditor and the performance of our internal audit function and of the external auditor. The Committee is directly responsible for the appointment, compensation, evaluation, terms of engagement (including retention and termination) and oversight of the independent registered public accounting firm. The Committee holds meetings periodically with our independent and internal auditors, our Board and management to review and monitor the adequacy and effectiveness of reporting, internal controls, risk assessment and compliance with our policies. The Committee also discusses major enterprise-level risk exposures that may affect our financial statements, operations, business continuity, reputation and the reliability and security of the information technology and cyber security systems owned by us or used in our business operations, discusses with management the steps it takes to monitor and control those exposures, and receives ongoing assessments from our internal audit department regarding our risk management processes.
Report:
You can find the Audit and Finance Committee Report under “Audit and Finance Committee Report” of this Proxy Statement.
Financial Experts:
The Board has determined that all members of the Committee are financially literate under NYSE rules and that each of Mr. Parker and Ms. Ostling qualifies as an “audit committee financial expert” under SEC standards.
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Members:
Jerry W. Burris (Chair),
Susan M. Cameron, Michael L. Ducker and Nicola Palmer.
All members have been determined to be independent under SEC and NYSE rules.
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Role:
The Compensation and Human Capital Committee sets and administers our executive compensation. This includes establishing and reviewing executive base salaries and administering cash bonus and equity-based compensation under the nVent Electric plc 2018 Omnibus Incentive Plan. The Committee also sets the Chief Executive Officer’s compensation based on the Board’s annual evaluation of her performance. In addition, the Committee also monitors developments in director compensation and, as appropriate, recommends changes in director compensation to the Board of Directors. The Committee has engaged an independent compensation consulting firm to aid the Committee in its annual review of our executive compensation programs for continuing appropriateness and reasonableness and to make recommendations regarding executive officer compensation levels and structures, as well as reviewing our director compensation arrangements. In reviewing our compensation programs, the Committee also considers other sources to evaluate external market, industry and peer company practices. Information regarding the independence of the consulting firm is included under “Compensation Discussion and Analysis — Compensation Consultant.” A more complete description of the Compensation and Human Capital Committee’s practices can be found under “Compensation Discussion and Analysis” under the headings “Comparative Framework” and “Compensation Consultant.” The Committee also receives periodic reports from management regarding the effectiveness of our human resources and human capital management strategies and goals, including those related to the recruitment and retention of personnel, talent management, inclusion and diversity and other employment and compensation practices, and our culture.
Report:
You can find the Compensation and Human Capital Committee Report under “Compensation and Human Capital Committee Report” of this Proxy Statement.
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Members:
Michael L. Ducker (Chair),
Jerry W. Burris, Susan M. Cameron and Nicola Palmer.
All members have been determined to be independent under NYSE rules.
|
| |
Role:
The Governance and Sustainability Committee is responsible for, among other things, identifying individuals qualified to become directors and recommending nominees to the Board for election at Annual General Meetings, and overseeing matters relating to environmental, social and governance matters, including sustainability, health and safety, business ethics, corporate social responsibility, community relations and other public policy and affairs, as well as compliance with our Code of Business Conduct and Ethics. The Committee is also responsible for reviewing annually and recommending to the Board changes to our corporate governance principles and administering the annual Board and Board Committee self-assessment.
|
|
| | Board Retainer | | | | $ | 90,000 | | |
| | 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 Sustainability Committee Chair Supplemental Retainer | | | | $ | 15,000 | | |
| | Audit and Finance Committee Retainer | | | | $ | 12,500 | | |
| | Compensation and Human Capital Committee Retainer | | | | $ | 7,500 | | |
| | Governance and Sustainability Committee Retainer | | | | $ | 7,500 | | |
| |
(a)
|
| |
(b)
|
| |
(c)
|
| |
(d)
|
| |
(e)
|
| |
(f)
|
| |
(g)
|
| |
(h)
|
| |||||||||||||||||||||
| |
Name
|
| |
Fees
Earned or Paid in Cash ($) |
| |
Stock
Awards ($)(1) |
| |
Option
Awards ($)(2) |
| |
Non-Equity
Incentive Plan Compensation ($) |
| |
Change in
Pension Value and Deferred Compensation Earnings ($) |
| |
All Other
Compensation ($)(3) |
| |
Total
($) |
| |||||||||||||||||||||
| |
Sherry Aaholm
|
| | | | 102,500 | | | | | | 159,982 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 262,482 | | |
| |
Jerry W. Burris
|
| | | | 120,000 | | | | | | 159,982 | | | | | | — | | | | | | — | | | | | | — | | | | | | 5,000 | | | | | | 284,982 | | |
| |
Susan M. Cameron
|
| | | | 135,000 | | | | | | 159,982 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 294,982 | | |
| |
Michael L. Ducker
|
| | | | 120,000 | | | | | | 159,982 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 279,982 | | |
| |
Diane Leopold
|
| | | | 46,745 | | | | | | 134,998 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 181,743 | | |
| |
Danita Ostling
|
| | | | 102,500 | | | | | | 159,982 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 262,482 | | |
| |
Nicola Palmer
|
| | | | 105,000 | | | | | | 159,982 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 264,982 | | |
| |
Herbert K. Parker
|
| | | | 122,500 | | | | | | 159,982 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 282,482 | | |
| |
Greg Scheu
|
| | | | 102,500 | | | | | | 159,982 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 262,482 | | |
| |
Name
|
| |
Unvested
Restricted Stock Units |
| |||
| | Sherry Aaholm | | | |
|
2,368
|
| |
| | Jerry W. Burris | | | |
|
2,368
|
| |
| | Susan M. Cameron | | | |
|
2,368
|
| |
| | Michael L. Ducker | | | |
|
2,368
|
| |
| | Diane Leopold | | | |
|
1,748
|
| |
| | Danita K. Ostling | | | |
|
2,368
|
| |
| | Nicola Palmer | | | |
|
2,368
|
| |
| | Herbert K. Parker | | | |
|
2,368
|
| |
| | Greg Scheu | | | |
|
2,368
|
| |
| |
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 Officers
|
|
| | |
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.
|
| |
| |
|
| |
Each of the Board and the Compensation and Human Capital Committee recommends a vote FOR the approval of the compensation of the Named Executive Officers.
|
|
| |
Name
|
| |
Position
|
|
| |
Beth A. Wozniak
|
| |
Chair and Chief Executive Officer
|
|
| |
Gary Corona
|
| |
Executive Vice President and Chief Financial Officer
|
|
| |
Sara E. Zawoyski
|
| | Former Executive Vice President and Chief Financial Officer (until March 31, 2025); current President of Systems Protection | |
| |
Brian Coleman
|
| |
President of Electrical Connections
|
|
| |
Lynnette Heath
|
| |
Executive Vice President and Chief Human Resources Officer
|
|
| |
Aravind Padmanabhan
|
| |
Executive Vice President and Chief Technology Officer
|
|
| |
|
| |
Our sales during 2025 were $3,893 million, up 30% compared to $3,006 million in 2024. Sales is a key metric in our Management Incentive Plan, detailed beginning on page 36.
|
|
| |
|
| |
Full-year reported earnings per share (“EPS”) was $2.60 in 2025 compared to $1.43 in 2024. Adjusted EPS was $3.35 in 2025, up 35% compared to $2.49 in 2024. Adjusted EPS is a key metric in our Management Incentive Plan, detailed beginning on page 36.
|
|
| |
|
| |
Full-year net cash provided by operating activities was $649 million and total free cash flow was $561 million in 2025. This compares to full-year net cash provided by operating activities of $501 million and free cash flow of $428 million in 2024. Free cash flow is a key metric in our Management Incentive Plan, detailed beginning on page 36.
|
|
| |
Pay Element
|
| |
Description
|
| |
Link to Strategy and Performance
|
|
| | Base Salary | | |
•
A fixed level of cash compensation determined based on benchmark data, scope of responsibility, years of experience, and individual performance
|
| |
•
To attract and compensate high-performing and experienced leaders at a compensation level that is competitive in the marketplace
|
|
| | Annual Incentive Compensation | | |
•
An opportunity to earn a cash payment based 100% on formulaic determination against pre-established financial and strategic metrics
|
| |
•
To motivate and reward executives for achieving annual goals in key areas of business performance
|
|
| |
Long-Term
Incentive Compensation (“LTI”) |
| |
•
Performance Share Units:
•
50% of annual LTI
•
Payout based on Relative TSR
|
| |
•
Aligns the interests of our executives with shareholders, encouraging long-term prioritization that we believe will increase shareholder value by generating sustained and superior operational and financial performance over an extended period of time
|
|
| | | | |
•
Stock Options:
•
25% of annual LTI
|
| |
•
Directly aligns the interests of our executives with shareholders. 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
|
|
| | |
|
| |
Comprehensive compensation recovery policy that applies to annual incentive and equity compensation
|
| |
| | |
|
| |
Rigorous stock ownership requirements and holding periods
|
| |
| | |
|
| |
Targets for performance metrics aligned to financial goals communicated to shareholders
|
| |
| | |
|
| |
Alignment of pay and shareholder performance
|
| |
| | |
|
| |
Engagement of an independent compensation consultant
|
| |
| | |
|
| |
Limited perquisites
|
| |
| | |
|
| |
No excise tax gross-ups on change in control payments
|
| |
| | |
|
| |
No hedging or pledging transactions by executive officers involving our ordinary shares
|
| |
| | |
|
| |
No backdating or repricing of stock options
|
| |
| | |
|
| |
No liberal share recycling under stock incentive plan
|
| |
| | |
|
| |
No delivery or payment of dividends on unvested equity awards
|
| |
| | |
|
| |
No multi-year compensation guarantees
|
| |
| | |
|
| |
No employment contracts
|
| |
| | |
|
| |
No “single trigger” change in control equity vesting or severance
|
| |
| | Acuity Inc. | | | Graco Inc. | | | Regal Rexnord Corporation | |
| | AMETEK, Inc. | | | Hubbell Incorporated | | |
Sensata Technologies Holding plc
|
|
| | Atkore Inc. | | | IDEX Corporation | | | SPX Technologies, Inc. | |
| | Belden Inc. | | | ITT Inc. | | | The Timken Company | |
| | EnerSys | | | Kennametal Inc. | | | Woodward, Inc. | |
| | ESAB Corporation | | | Lincoln Electric Holdings, Inc. | | | | |
| | Generac Holdings Inc. | | | Littelfuse, Inc. | | | | |
| |
Named Executive Officer
|
| |
2024
Base Salary |
| |
2025
Base Salary |
| ||||||
| |
Beth A. Wozniak
|
| | | $ | 1,050,000 | | | | | $ | 1,100,000 | | |
| |
Gary Corona(1)
|
| | | | N/A | | | | | $ | 600,000 | | |
| |
Sara E. Zawoyski
|
| | | $ | 583,000 | | | | | $ | 610,000 | | |
| |
Brian Coleman(2)
|
| | | | N/A | | | | | $ | 500,000 | | |
| |
Lynnette Heath
|
| | | $ | 483,600 | | | | | $ | 502,000 | | |
| |
Aravind Padmanabhan
|
| | | $ | 520,000 | | | | | $ | 540,000 | | |
| | | | |
2025 Target
(% of Base Salary) |
| |
2025
Target ($) |
| ||||||
| |
Beth A. Wozniak
|
| | | | 130% | | | | | | 1,430,000 | | |
| | Gary Corona(1) | | | |
|
80%
|
| | | |
|
362,959
|
| |
| |
Sara E. Zawoyski
|
| | | | 90% | | | | | | 549,000 | | |
| | Brian Coleman(2) | | | |
|
75%
|
| | | |
|
297,945
|
| |
| |
Lynnette Heath
|
| | | | 85% | | | | | | 426,700 | | |
| |
Aravind Padmanabhan
|
| | | | 85% | | | | | | 459,000 | | |
| |
Performance Measure
|
| |
Weight
(%) |
| |
Threshold
(Required for any payout; payouts begin at 50%) |
| |
Target
(100% payout) |
| |
Maximum
Performance (200% payout) |
| |||
| | Revenue (gross sales less applicable deductions for discounts, returns, and price adjustments) | | | | | 30% | | | |
$3,061 million
|
| |
$3,292 million
|
| |
$3,522 million
|
|
| | Adjusted Earnings Per Share | | | | | 30% | | | |
$2.74
|
| |
$3.08
|
| |
$3.42
|
|
| |
Free Cash Flow (cash from operating activities less capital expenditures,
plus proceeds from sale of property and equipment) |
| | | | 25% | | | |
$413 million
|
| |
$486 million
|
| |
$559 million
|
|
| | People & Sustainability Scorecard | | | | | 15% | | | |
See following discussion
|
| ||||||
| |
Financial Performance Measure
|
| |
Weight
(%) |
| |
2025 Results
|
| |
Payout
(%) |
| |
Weighted
Payout (%) |
| |||||||||
| | Revenue (As Adjusted for factors specified below) | | | | | 30% | | | |
$3,517 million
|
| | | | 198% | | | | | | 59% | | |
| | Adjusted EPS (As Adjusted for factors specified below) | | | | | 30% | | | |
$3.35
|
| | | | 179% | | | | | | 54% | | |
| | Free Cash Flow | | | | | 25% | | | |
$561 million
|
| | | | 200% | | | | | | 50% | | |
| | Total for Financial Performance | | | | | 85% | | | | | | | | | 192% | | | | | | 163% | | |
| | | | |
Payout as a %
of Target (%) |
| |||
| | Total MIP Payout | | | | | 185% | | |
| | | | | | |
| |
Equity Mix
|
| |
In keeping with its philosophy that executive compensation must be tied to building and sustaining value through ordinary share performance over time, the Compensation and Human Capital Committee establishes long-term incentive compensation targets with reference to both published survey data and data from our Comparator Group. The Committee does not set award levels based on a particular peer group benchmark or any single factor. Rather, the Committee seeks to provide appropriate retention and performance incentives based on a wide range of factors, such as competitive conditions for the Named Executive Officer’s position with the Comparator Group and in the broader employment market, as well as the Named Executive Officer’s level of responsibility, experience, and individual performance.
|
|
| | | | |
2025 Target
Award Opportunity ($) |
| |||
| | Beth A. Wozniak | | | |
|
8,500,000
|
| |
| | Gary Corona(1) | | | |
|
1,500,000
|
| |
| | Sara E. Zawoyski | | | |
|
2,100,000
|
| |
| | Brian Coleman(2) | | | |
|
800,000
|
| |
| | Lynnette Heath | | | |
|
1,250,000
|
| |
| | Aravind Padmanabhan | | | |
|
1,150,000
|
| |
| |
Metric
|
| |
Weight
|
| |
Threshold
(50% payout) |
| |
Target
(100% payout) |
| |
Superior
Performance (200% payout) |
| ||||||||||||
| | Relative TSR | | | | | 100.0% | | | | | |
25th percentile |
| | | | |
50th percentile |
| | | | |
75th percentile |
| |
| |
Metric
|
| |
Weight
|
| |
Threshold
(50% payout) |
| |
Target
(100% payout) |
| |
Maximum
(200% payout) |
| |
Result
|
| |
Payout
|
| ||||||||||||||||||
| | TSR Relative to the S&P 400 Industrials | | | | | 100% | | | | | |
25th percentile |
| | | | |
50th percentile |
| | | | |
75th percentile |
| | | | |
90th percentile |
| | | | | 200% | | |
| |
Executive Level
|
| |
Stock Ownership Guidelines
(as a multiple of salary) |
|
| | Chief Executive Officer | | |
6.0x base salary
|
|
| | Executive Vice President and Chief Financial Officer | | |
3.0x base salary
|
|
| |
Executive Vice President and Chief Human Resources Officer;
Executive Vice President and General Counsel and Secretary; Executive Vice President and Chief Technology Officer; Executive Vice President and Chief Marketing Officer; Segment Presidents |
| |
2.5x base salary
|
|
| | Other key executives | | |
2.0x base salary
|
|
| |
(a)
|
| |
(b)
|
| |
(c)
|
| |
(d)
|
| |
(e)
|
| |
(f)
|
| |
(g)
|
| |
(h)
|
| |
(i)
|
| |
(j)
|
| |||||||||||||||||||||||||||
| |
Name and
Principal Position |
| |
Year
|
| |
Salary
($)(1) |
| |
Bonus
($)(2) |
| |
Stock
Awards ($)(3) |
| |
Option
Awards ($)(4) |
| |
Non-Equity
Incentive Plan Compensation ($)(1)(5) |
| |
Change in
Pension Value and Non-Qualified Deferred Compensation Earnings ($)(6) |
| |
All Other
Compensation ($)(7) |
| |
Total
Compensation ($)(1) |
| |||||||||||||||||||||||||||
| |
Beth A. Wozniak
Chair and Chief Executive Officer |
| | | | 2025 | | | | | | 1,091,709 | | | | | | — | | | | | | 6,375,018 | | | | | | 2,124,994 | | | | | | 2,645,500 | | | | | | 1,490,923 | | | | | | 53,195 | | | | | | 13,781,339 | | |
| | | | 2024 | | | | | | 1,045,114 | | | | | | — | | | | | | 5,250,034 | | | | | | 1,749,988 | | | | | | 1,337,700 | | | | | | 392,266 | | | | | | 58,030 | | | | | | 9,833,132 | | | |||
| | | | 2023 | | | | | | 1,012,072 | | | | | | — | | | | | | 3,937,473 | | | | | | 1,312,499 | | | | | | 1,773,015 | | | | | | 827,825 | | | | | | 49,972 | | | | | | 8,912,856 | | | |||
| |
Gary Corona(8)
Executive Vice President and Chief Financial Officer |
| | | | 2025 | | | | | | 452,290 | | | | | | 500,000 | | | | | | 3,999,985 | | | | | | — | | | | | | 671,474 | | | | | | — | | | | | | 30,230 | | | | | | 5,653,979 | | |
| |
Sara E. Zawoyski(9)
President of Systems Protection and Former Chief Financial Officer |
| | | | 2025 | | | | | | 605,523 | | | | | | — | | | | | | 1,574,985 | | | | | | 524,993 | | | | | | 1,015,650 | | | | | | — | | | | | | 44,447 | | | | | | 3,765,598 | | |
| | | | 2024 | | | | | | 577,522 | | | | | | — | | | | | | 1,574,972 | | | | | | 524,988 | | | | | | 514,206 | | | | | | — | | | | | | 46,398 | | | | | | 3,238,086 | | | |||
| | | | 2023 | | | | | | 545,021 | | | | | | — | | | | | | 1,049,984 | | | | | | 349,997 | | | | | | 688,050 | | | | | | — | | | | | | 44,240 | | | | | | 2,677,292 | | | |||
| |
Brian Coleman(10)
President of Electrical Connections |
| | | | 2025 | | | | | | 395,849 | | | | | | — | | | | | | 2,000,017 | | | | | | — | | | | | | 551,199 | | | | | | — | | | | | | 17,590 | | | | | | 2,964,655 | | |
| |
Lynnette Heath
Executive Vice President and Chief Human Resources Officer |
| | | | 2025 | | | | | | 498,953 | | | | | | — | | | | | | 937,530 | | | | | | 312,496 | | | | | | 789,395 | | | | | | — | | | | | | 39,931 | | | | | | 2,578,305 | | |
| |
Aravind Padmanabhan
Executive Vice President and Chief Technology Officer |
| | | | 2025 | | | | | | 536,687 | | | | | | — | | | | | | 862,512 | | | | | | 287,496 | | | | | | 849,150 | | | | | | — | | | | | | 37,936 | | | | | | 2,573,781 | | |
| | | | 2024 | | | | | | 516,687 | | | | | | — | | | | | | 825,026 | | | | | | 275,013 | | | | | | 433,160 | | | | | | — | | | | | | 37,269 | | | | | | 2,087,155 | | | |||
| | | | 2023 | | | | | | 495,436 | | | | | | — | | | | | | 674,960 | | | | | | 224,996 | | | | | | 556,000 | | | | | | — | | | | | | 31,509 | | | | | | 1,982,901 | | | |||
| | | | |
Restricted
Stock Units ($) |
| |
Annual Performance
Share Units |
| ||||||||||||
| | | | |
Target
($) |
| |
Maximum
($) |
| ||||||||||||
| |
Beth A. Wozniak
|
| | | | 2,125,015 | | | | | | 4,250,004 | | | | | | 8,500,007 | | |
| |
Gary Corona
|
| | | | 3,999,985 | | | | | | N/A | | | | | | N/A | | |
| |
Sara E. Zawoyski
|
| | | | 525,013 | | | | | | 1,049,972 | | | | | | 2,099,943 | | |
| |
Brian Coleman
|
| | | | 2,000,017 | | | | | | N/A | | | | | | N/A | | |
| |
Lynnette Heath
|
| | | | 312,517 | | | | | | 625,013 | | | | | | 1,250,025 | | |
| |
Aravind Padmanabhan
|
| | | | 287,498 | | | | | | 575,014 | | | | | | 1,150,028 | | |
| | | | |
(a)
|
| |
(b)
|
| |
(c)
|
| |
(d)
|
| ||||||||||||
| |
Name
|
| |
Perquisites, Other
Personal Benefits and Tax Reimbursements ($)(1) |
| |
Contributions
under Defined Contribution Plans ($)(2) |
| |
Matches under the
Employee Stock Purchase Plan ($) |
| |
Total All Other
Compensation ($) |
| ||||||||||||
| |
Beth A. Wozniak
|
| | | | 14,945 | | | | | | 35,250 | | | | | | 3,000 | | | | | | 53,195 | | |
| |
Gary Corona
|
| | | | 21,730 | | | | | | 8,500 | | | | | | — | | | | | | 30,230 | | |
| |
Sara E. Zawoyski
|
| | | | 6,197 | | | | | | 35,250 | | | | | | 3,000 | | | | | | 44,447 | | |
| |
Brian Coleman
|
| | | | 90 | | | | | | 17,500 | | | | | | — | | | | | | 17,590 | | |
| |
Lynnette Heath
|
| | | | 13,681 | | | | | | 23,250 | | | | | | 3,000 | | | | | | 39,931 | | |
| |
Aravind Padmanabhan
|
| | | | 14,682 | | | | | | 23,250 | | | | | | 4 | | | | | | 37,936 | | |
| | | | | | | | | | | | | | | | |
Estimated Future Payouts
Under Non-Equity Incentive Plan Awards(2) |
| |
Estimated Future Payouts
Under Equity Incentive Plan Awards(3) |
| | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||||||||||||||||||||
| |
(a)
|
| |
(b)
|
| |
(c)
|
| |
(d)
|
| |
(e)
|
| |
(f)
|
| |
(g)
|
| |
(h)
|
| |
(i)
|
| |
(j)
|
| |
(k)
|
| |
(l)
|
| |
(m)
|
| ||||||||||||||||||||||||||||||||||||
| |
Name
|
| |
Grant Date
|
| |
Compensation &
Human Capital Committee Approval Date(1) |
| |
Threshold
($) |
| |
Target
($) |
| |
Maximum
($) |
| |
Threshold
(#) |
| |
Target
(#) |
| |
Maximum
(#) |
| |
All Other
Stock Awards: Number of Shares of Stock or Units (#)(4) |
| |
All Other
Option Awards: Number of Securities Underlying Options (#)(5) |
| |
Exercise
Price or Base Price of Option Awards ($/sh) |
| |
Grant Date
Fair Value of Stock and Option Awards ($)(6) |
| ||||||||||||||||||||||||||||||||||||
| |
Beth A. Wozniak
|
| | | | 3/3/2025 | | | | | | 2/16/2025 | | | | | | | | | | | | | | | | | | | | | | | | 35,914 | | | | | | 71,827 | | | | | | 143,654 | | | | | | | | | | | | | | | | | | | | | | | | 4,250,004 | | |
| | | | 3/3/2025 | | | | | | 2/16/2025 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 37,711 | | | | | | | | | | | | | | | | | | 2,125,015 | | | |||
| | | | 3/3/2025 | | | | | | 2/16/2025 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 96,391 | | | | | | 56.35 | | | | | | 2,124,993 | | | |||
| | | | | | | | | | | | | | | | 715,000 | | | | | | 1,430,000 | | | | | | 2,860,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||
| |
Gary
Corona |
| | | | 4/10/2025 | | | | | | 2/16/2025 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 50,741 | | | | | | | | | | | | | | | | | | 2,500,009 | | |
| | | | 4/10/2025 | | | | | | 2/16/2025 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 30,444 | | | | | | | | | | | | | | | | | | 1,499,976 | | | |||
| | | | | | | | | | | | | | | | 181,479 | | | | | | 362,959 | | | | | | 725,918 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||
| |
Sara E. Zawoyski
|
| | | | 3/3/2025 | | | | | | 2/16/2025 | | | | | | | | | | | | | | | | | | | | | | | | 8,873 | | | | | | 17,745 | | | | | | 35,490 | | | | | | | | | | | | | | | | | | | | | | | | 1,049,972 | | |
| | | | 3/3/2025 | | | | | | 2/16/2025 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 9,317 | | | | | | | | | | | | | | | | | | 525,013 | | | |||
| | | | 3/3/2025 | | | | | | 2/16/2025 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 23,814 | | | | | | 56.35 | | | | | | 524,993 | | | |||
| | | | | | | | | | | | | | | | 274,500 | | | | | | 549,000 | | | | | | 1,098,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||
| |
Brian
Coleman |
| | | | 4/10/2025 | | | | | | 2/16/2025 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 24,356 | | | | | | | | | | | | | | | | | | 1,200,020 | | |
| | | | 4/10/2025 | | | | | | 2/16/2025 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 16,237 | | | | | | | | | | | | | | | | | | 799,997 | | | |||
| | | | | | | | | | | | | | | | 148,973 | | | | | | 297,945 | | | | | | 595,890 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||
| |
Lynnette Heath
|
| | | | 3/3/2025 | | | | | | 2/16/2025 | | | | | | | | | | | | | | | | | | | | | | | | 5,282 | | | | | | 10,563 | | | | | | 21,126 | | | | | | | | | | | | | | | | | | | | | | | | 625,013 | | |
| | | | 3/3/2025 | | | | | | 2/16/2025 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 5,546 | | | | | | | | | | | | | | | | | | 312,517 | | | |||
| | | | 3/3/2025 | | | | | | 2/16/2025 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 14,175 | | | | | | 56.35 | | | | | | 312,496 | | | |||
| | | | | | | | | | | | | | | | 213,350 | | | | | | 426,700 | | | | | | 853,400 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||
| |
Aravind
Padmanabhan |
| | | | 3/3/2025 | | | | | | 2/16/2025 | | | | | | | | | | | | | | | | | | | | | | | | 4,859 | | | | | | 9,718 | | | | | | 19,436 | | | | | | | | | | | | | | | | | | | | | | | | 575,014 | | |
| | | | 3/3/2025 | | | | | | 2/16/2025 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 5,102 | | | | | | | | | | | | | | | | | | 287,498 | | | |||
| | | | 3/3/2025 | | | | | | 2/16/2025 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 13,041 | | | | | | 56.35 | | | | | | 287,496 | | | |||
| | | | | | | | | | | | | | | | 229,500 | | | | | | 459,000 | | | | | | 918,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||
| | | | |
Stock Awards
|
| |
Option
Exercise Price ($)(1) |
| |
Option
Expiration Date |
| |
Number of
Shares of Stock or Units That Have Not Been Vested (#)(2) |
| |
Market
Value of Shares of Stock or Units That Have Not Vested ($)(3) |
| |
Equity
Incentive Plan Awards: Number of Unearned Shares That Have Not Vested (#)(4) |
| |
Equity
Incentive Plan Awards: Market or Payout Value of Unearned Shares That Have Not Vested ($)(3) |
| ||||||||||||||||||||||||||||||
| |
Name
|
| |
Number of
Securities Underlying Unexercised Options Exercisable (#) |
| |
Number of
Securities Underlying Unexercised Options Unexercisable (#) |
| |
Equity
Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) |
| ||||||||||||||||||||||||||||||||||||||||||
| |
Beth A. Wozniak
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 64,438 | | | | | | 6,570,760 | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 106,028 | | | | | | 10,811,686 | | | |||
| | | | 88,386 | | | | | | | | | | | | | | | 25.34 | | | | | | 5/7/2028 | | | | | | | | | | | | | | | | | | | | | | | | | | | |||
| | | | 194,483 | | | | | | | | | | | | | | | 22.51 | | | | | | 1/2/2029 | | | | | | | | | | | | | | | | | | | | | | | | | | | |||
| | | | 231,113 | | | | | | | | | | | | | | | 25.92 | | | | | | 1/2/2030 | | | | | | | | | | | | | | | | | | | | | | | | | | | |||
| | | | 196,071 | | | | | | | | | | | | | | | 27.55 | | | | | | 3/1/2031 | | | | | | | | | | | | | | | | | | | | | | | | | | | |||
| | | | 132,242 | | | | | | | | | | | | | | | 33.43 | | | | | | 3/1/2032 | | | | | | | | | | | | | | | | | | | | | | | | | | | |||
| | | | 52,835 | | | | | | 26,418(5) | | | | | | | | | 46.15 | | | | | | 3/1/2033 | | | | | | | | | | | | | | | | | | | | | | | | | | | |||
| | | | 21,480 | | | | | | 42,961(6) | | | | | | | | | 68.74 | | | | | | 3/1/2034 | | | | | | | | | | | | | | | | | | | | | | | | | | | |||
| | | | 0 | | | | | | 96,391(7) | | | | | | | | | 56.35 | | | | | | 3/3/2035 | | | | | | | | | | | | | | | | | | | | | | | | | | | |||
| |
Gary Corona
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 30,666 | | | | | | 3,127,026 | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 51,111 | | | | | | 5,211,813 | | | | | | | | | | | | | | | |||
| |
Sara Zawoyski
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 17,006 | | | | | | 1,734,100 | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 27,977 | | | | | | 2,852,864 | | | |||
| | | | 36,513 | | | | | | | | | | | | | | | 33.43 | | | | | | 3/1/2032 | | | | | | | | | | | | | | | | | | | | | | | | | | | |||
| | | | 14,089 | | | | | | 7,045(5) | | | | | | | | | 46.15 | | | | | | 3/1/2033 | | | | | | | | | | | | | | | | | | | | | | | | | | | |||
| | | | 6,444 | | | | | | 12,888(6) | | | | | | | | | 68.74 | | | | | | 3/1/2034 | | | | | | | | | | | | | | | | | | | | | | | | | | | |||
| | | | 0 | | | | | | 23,814(7) | | | | | | | | | 56.35 | | | | | | 3/3/2035 | | | | | | | | | | | | | | | | | | | | | | | | | | | |||
| |
Brian Coleman
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 16,355 | | | | | | 1,667,768 | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 24,534 | | | | | | 2,501,703 | | | | | | | | | | | | | | | |||
| |
Lynnette Heath
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 8,669 | | | | | | 884,026 | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 14,248 | | | | | | 1,452,876 | | | |||
| | | | 27,471 | | | | | | | | | | | | | | | 25.92 | | | | | | 1/2/2030 | | | | | | | | | | | | | | | | | | | | | | | | | | | |||
| | | | 20,824 | | | | | | | | | | | | | | | 27.55 | | | | | | 3/1/2031 | | | | | | | | | | | | | | | | | | | | | | | | | | | |||
| | | | 14,589 | | | | | | | | | | | | | | | 33.43 | | | | | | 3/1/2032 | | | | | | | | | | | | | | | | | | | | | | | | | | | |||
| | | | 7,044 | | | | | | 3,523(5) | | | | | | | | | 46.15 | | | | | | 3/1/2033 | | | | | | | | | | | | | | | | | | | | | | | | | | | |||
| | | | 2,301 | | | | | | 4,603(6) | | | | | | | | | 68.74 | | | | | | 3/1/2034 | | | | | | | | | | | | | | | | | | | | | | | | | | | |||
| | | | 0 | | | | | | 14,175(7) | | | | | | | | | 56.35 | | | | | | 3/3/2035 | | | | | | | | | | | | | | | | | | | | | | | | | | | |||
| |
Aravind Padmanabhan
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 9,433 | | | | | | 961,906 | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 15,081 | | | | | | 1,537,800 | | | |||
| | | | 8,786 | | | | | | | | | | | | | | | 27.55 | | | | | | 3/1/2031 | | | | | | | | | | | | | | | | | | | | | | | | | | | |||
| | | | 15,942 | | | | | | | | | | | | | | | 33.43 | | | | | | 3/1/2032 | | | | | | | | | | | | | | | | | | | | | | | | | | | |||
| | | | 9,057 | | | | | | 4,529(5) | | | | | | | | | 46.15 | | | | | | 3/1/2033 | | | | | | | | | | | | | | | | | | | | | | | | | | | |||
| | | | 3,375 | | | | | | 6,752(6) | | | | | | | | | 68.74 | | | | | | 3/1/2034 | | | | | | | | | | | | | | | | | | | | | | | | | | | |||
| | | | 0 | | | | | | 13,041(7) | | | | | | | | | 56.35 | | | | | | 3/3/2035 | | | | | | | | | | | | | | | | | | | | | | | | | | | |||
| |
Name
|
| |
Grant Date
|
| |
Number of
Unvested Restricted Stock Units |
| ||||||
| |
Beth A. Wozniak
|
| | | | 3/1/2023 | | | | | | 9,480 | | |
| | | | 3/1/2024 | | | | | | 16,972 | | | |||
| | | | 3/1/2025 | | | | | | 37,986 | | | |||
| |
Gary Corona
|
| | | | 4/10/2025 | | | | | | 30,666 | | |
| | | | 4/10/2025 | | | | | | 51,111 | | | |||
| |
Sara E. Zawoyski
|
| | | | 3/1/2023 | | | | | | 2,529 | | |
| | | | 3/1/2024 | | | | | | 5,092 | | | |||
| | | | 3/1/2025 | | | | | | 9,385 | | | |||
| |
Brian Coleman
|
| | | | 4/10/2025 | | | | | | 16,355 | | |
| | | | 4/10/2025 | | | | | | 24,534 | | | |||
| |
Lynnette Heath
|
| | | | 3/1/2023 | | | | | | 1,264 | | |
| | | | 3/1/2024 | | | | | | 1,819 | | | |||
| | | | 3/1/2025 | | | | | | 5,586 | | | |||
| |
Aravind Padmanabhan
|
| | | | 3/1/2023 | | | | | | 1,626 | | |
| | | | 3/1/2024 | | | | | | 2,668 | | | |||
| | | | 3/1/2025 | | | | | | 5,139 | | | |||
| |
Name
|
| |
Vesting Date
|
| |
Number of
Performance Share Units |
| ||||||
| |
Beth A. Wozniak
|
| | | | 12/31/2026 | | | | | | 33,677 | | |
| | | | 12/31/2027 | | | | | | 72,351 | | | |||
| | Gary Corona | | | | | | | | | | | | | |
| |
Sara E. Zawoyski
|
| | | | 12/31/2026 | | | | | | 10,103 | | |
| | | | 12/31/2027 | | | | | | 17,874 | | | |||
| | Brian Coleman | | | | | | | | | | | | | |
| |
Lynnette Heath
|
| | | | 12/31/2026 | | | | | | 3,608 | | |
| | | | 12/31/2027 | | | | | | 10,640 | | | |||
| |
Aravind Padmanabhan
|
| | | | 12/31/2026 | | | | | | 5,292 | | |
| | | | 12/31/2027 | | | | | | 9,789 | | | |||
| | | | |
Option awards
|
| |
Stock awards
|
| ||||||||||||||||||
| |
Name
|
| |
Number of
Shares Acquired on Exercise (#) |
| |
Value
Realized on Exercise ($)(1) |
| |
Number of
Shares Acquired on Vesting (#) |
| |
Value
Realized on Vesting ($)(2) |
| ||||||||||||
| |
Beth A. Wozniak
|
| | | | 53,088 | | | | | | 3,447,543 | | | | | | 106,827 | | | | | | 10,148,497 | | |
| |
Gary Corona
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| |
Sara E. Zawoyski
|
| | | | 152,869 | | | | | | 12,700,876 | | | | | | 28,811 | | | | | | 2,724,371 | | |
| |
Brian Coleman
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| |
Lynnette Heath
|
| | | | 55,259 | | | | | | 4,354,491 | | | | | | 13,980 | | | | | | 1,338,375 | | |
| |
Aravind Padmanabhan
|
| | | | 42,728 | | | | | | 2,872,684 | | | | | | 17,799 | | | | | | 1,710,943 | | |
| |
Name
|
| |
Plan Name
|
| |
Number of
Years Credited Service (#)(1) |
| |
Present Value
of Accumulated Benefit ($)(2) |
| |
Payments
During Last Fiscal Year ($) |
| ||||||||||||
| |
Beth A. Wozniak
|
| | | | SERP | | | | | | 10 | | | | | | 5,378,328 | | | | | | — | | |
| | | | |
Executive
Contributions in 2025 ($)(1) |
| |
Registrant
Contributions in 2025 ($)(2) |
| |
Aggregate
Earnings/(Loss) in 2025 ($)(3) |
| |
Aggregate
Withdrawals/ Distributions in 2025 ($) |
| |
Aggregate
Balance at December 31, 2025 ($)(4) |
| |||||||||||||||
| |
Beth A. Wozniak
|
| | | | 6,464,676 | | | | | | 17,750 | | | | | | 20,917,552 | | | | | | — | | | | | | 58,924,790 | | |
| |
Gary Corona
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| |
Sara E. Zawoyski
|
| | | | 2,025,626 | | | | | | 17,750 | | | | | | 4,263,180 | | | | | | — | | | | | | 12,312,557 | | |
| |
Brian Coleman
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| |
Lynnette Heath
|
| | | | 414,720 | | | | | | 5,750 | | | | | | 1,360,499 | | | | | | — | | | | | | 3,788,405 | | |
| |
Aravind Padmanabhan
|
| | | | 273,931 | | | | | | 5,750 | | | | | | 2,555,027 | | | | | | 7,168 | | | | | | 7,640,862 | | |
| |
Name
|
| | | | |
Severance
($) |
| |
Medical
Continuation ($) |
| |
Outplacement
($) |
| |
Stock Option
Vesting(1) ($) |
| |
Restricted
Stock Unit Vesting(1) ($) |
| |
Performance
Share Unit Vesting(1)(2) ($) |
| |
Total
($) |
| |||||||||||||||||||||
| |
Beth A. Wozniak
|
| |
Involuntary Termination
|
| | | | 5,060,000 | | | | | | 31,248 | | | | | | 50,000 | | | | | | 7,299,604 | | | | | | 6,570,760 | | | | | | 10,811,686 | | | | | | 29,823,298 | | |
| |
Death, Disability, Retirement
|
| | | | | | | | | | | | | | | | | | | | | | 7,299,604 | | | | | | 6,570,760 | | | | | | 10,811,686 | | | | | | 24,682,050 | | | |||
| |
Gary Corona
|
| |
Involuntary Termination
|
| | | | 1,080,000 | | | | | | 14,136 | | | | | | 50,000 | | | | | | — | | | | | | 6,599,013 | | | | | | — | | | | | | 7,743,149 | | |
| |
Death, Disability, Retirement
|
| | | | | | | | | | | | | | | | | | | | | | — | | | | | | 8,338,840 | | | | | | — | | | | | | 8,338,840 | | | |||
| |
Sara E. Zawoyski
|
| |
Involuntary Termination
|
| | | | 1,159,000 | | | | | | 14,136 | | | | | | 50,000 | | | | | | 1,370,374 | | | | | | 1,261,675 | | | | | | 1,636,619 | | | | | | 5,491,804 | | |
| |
Death, Disability, Retirement
|
| | | | | | | | | | | | | | | | | | | | | | 1,907,915 | | | | | | 1,734,100 | | | | | | 2,852,864 | | | | | | 6,494,879 | | | |||
| |
Brian Coleman
|
| |
Involuntary Termination
|
| | | | 875,000 | | | | | | 7,440 | | | | | | 50,000 | | | | | | — | | | | | | 1,664,558 | | | | | | — | | | | | | 2,596,998 | | |
| |
Death, Disability, Retirement
|
| | | | | | | | | | | | | | | | | | | | | | — | | | | | | 4,169,471 | | | | | | — | | | | | | 4,169,471 | | | |||
| |
Lynnette Heath
|
| |
Involuntary Termination
|
| | | | 928,700 | | | | | | 22,296 | | | | | | 50,000 | | | | | | 676,296 | | | | | | 602,847 | | | | | | 728,882 | | | | | | 3,009,021 | | |
| |
Death, Disability, Retirement
|
| | | | | | | | | | | | | | | | | | | | | | 996,275 | | | | | | 884,026 | | | | | | 1,452,876 | | | | | | 3,333,177 | | | |||
| |
Aravind Padmanabhan
|
| |
Involuntary Termination
|
| | | | 999,000 | | | | | | 22,296 | | | | | | 50,000 | | | | | | 777,722 | | | | | | 703,185 | | | | | | 5,062,199 | | | | | | 7,614,402 | | |
| |
Death, Disability, Retirement
|
| | | | | | | | | | | | | | | | | | | | | | 1,072,108 | | | | | | 961,906 | | | | | | 1,537,800 | | | | | | 3,571,814 | | | |||
| |
Name
|
| |
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(3)
($) |
| ||||||||||||||||||||||||||||||
| |
Beth A. Wozniak
|
| | | | 5,746,029 | | | | | | 7,299,604 | | | | | | 6,570,760 | | | | | | 10,811,686 | | | | | | — | | | | | | 1,430,000 | | | | | | 50,000 | | | | | | 15,000 | | | | | | 42,924 | | | | | | 31,966,003 | | |
| |
Gary Corona
|
| | | | 2,160,000 | | | | | | — | | | | | | 8,338,840 | | | | | | — | | | | | | — | | | | | | 480,000 | | | | | | 50,000 | | | | | | 15,000 | | | | | | 39,662 | | | | | | 11,083,502 | | |
| |
Sara E. Zawoyski
|
| | | | 2,596,100 | | | | | | 1,907,915 | | | | | | 1,734,100 | | | | | | 2,852,864 | | | | | | — | | | | | | 549,000 | | | | | | 50,000 | | | | | | 15,000 | | | | | | 39,713 | | | | | | 9,744,692 | | |
| |
Brian Coleman
|
| | | | 1,750,000 | | | | | | — | | | | | | 4,169,471 | | | | | | — | | | | | | — | | | | | | 375,000 | | | | | | 50,000 | | | | | | 15,000 | | | | | | 21,337 | | | | | | 6,380,808 | | |
| |
Lynnette Heath
|
| | | | 2,038,160 | | | | | | 996,275 | | | | | | 884,026 | | | | | | 1,452,876 | | | | | | — | | | | | | 426,700 | | | | | | 50,000 | | | | | | 15,000 | | | | | | 59,952 | | | | | | 5,922,989 | | |
| |
Aravind Padmanabhan
|
| | | | 2,192,000 | | | | | | 1,072,108 | | | | | | 961,906 | | | | | | 1,537,800 | | | | | | — | | | | | | 459,000 | | | | | | 50,000 | | | | | | 15,000 | | | | | | 60,143 | | | | | | 6,347,957 | | |
| | (a) | | | (b) | | | (c) | | | (d) | | | (e) | | | (f) | | | (g) | | | (h) | | | (i) | | ||||||||||||||||||||||||
| | Year | | | Summary Compensation Table Total for PEO ($)(1) | | | Compensation Actually Paid to PEO ($)(2) | | | Average Summary Compensation Table Total for Non-PEO NEOs ($)(3) | | | Average Compensation Actually Paid to Non-PEO NEOs ($)(2) | | | Value of Initial Fixed $100 Investment Based On: | | | Net Income(4) (in millions) | | | Revenue (in millions) | | |||||||||||||||||||||||||||
| | nVent TSR | | | Peer group (S&P 400 Industrials TSR) | | |||||||||||||||||||||||||||||||||||||||||||||
| | 2025 | | | | | | | | | | | | | | | | | | | | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | ||||||||
| | 2024 | | | | | | | | | | | | | | | | | | | | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | ||||||||
| | 2023 | | | | | | | | | | | | | | | | | | | | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | ||||||||
| | 2022 | | | | | | | | | | | | | | | | | | | | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | ||||||||
| | 2021 | | | | | | | | | | | | | | | | | | | | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | ||||||||
| | | | | (a) | | | (b) | | | (c) | | | (d) | | | (e) | | | (f) (ii) | | | (g) (ii) | | | (h) | | | (i) = (a) – (b) – (c) + (d) + (e) + (f) + (g) + (h) | | |||||||||||||||||||||||||||
| | Year | | | SCT Total ($) | | | Grant Date Fair Value of Equity Granted ($) | | | Change in Pension Value ($) | | | Fair Value of Current Year Equity Awards at 12/31 ($)(i) | | | Change in Value of Prior Years’ Awards Unvested at 12/31 ($)(i) | | | Change in Value of Prior Years’ Awards That Vested in the FY ($)(i)(ii) | | | Fair Value of Prior Years’ Awards at 12/31 of the Prior FY That Failed to Meet Applicable Vesting Conditions in the FY | | | Pension Service Cost ($)(i) | | | CAP ($) | | |||||||||||||||||||||||||||
| | 2025 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||||||
| | 2024 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||||||
| | 2023 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||||||
| | 2022 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||||||
| | 2021 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ( | | | | | | | | | | | | | | | | | | ||||||||
| | | | | (a) | | | (b) | | | (c) | | | (d) | | | (e) | | | (f) (ii) | | | (g) (ii) | | | (h) | | | (i) = (a) – (b) – (c) + (d) + (e) + (f) + (g) + (h) | | |||||||||||||||||||||||||||
| | Year | | | SCT Total ($) | | | Grant Date Fair Value of Equity Granted ($) | | | Change in Pension Value ($) | | | Fair Value of Current Year Equity Awards at 12/31 ($)(i) | | | Change in Value of Prior Years’ Awards Unvested at 12/31 ($)(i) | | | Change in Value of Prior Years’ Awards That Vested in the FY ($)(i)(ii) | | | Fair Value of Prior Years’ Awards at 12/31 of the Prior FY That Failed to Meet Applicable Vesting Conditions in the FY | | | Pension Service Cost ($)(i) | | | CAP ($) | | |||||||||||||||||||||||||||
| | 2025 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||||||
| | 2024 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ( | | | | | | | | | | | | | ||||||||
| | 2023 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||||||
| | 2022 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||||||
| | 2021 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||||||
| |
|
| |
From 2021 to 2025, we delivered strong TSR performance relative to the TSR of the S&P 400 Industrials.
Our 5-year cumulative TSR is 148% above the S&P 400 industrials index at the end of the 5-year period.
The PEO’s and other NEOs’ CAP amounts are aligned with our TSR. This is due primarily to our use of equity incentives, which are tied directly to stock price in addition to the company’s financial performance.
|
|
| |
|
| |
As illustrated in the chart, our net income significantly increased from 2021. While the Company does not use net income to determine compensation levels or incentive plan payouts, it is a contributor to Adjusted EPS which is a key metric in our annual incentive program.
|
|
| |
|
| |
Our Adjusted Revenue* was up 94% from 2021. Adjusted Revenue is a key metric in our annual incentive program which comprised 13% of the 2025 target total direct compensation for our PEO, and 19% on average for Non-PEO NEOs. Additional details on our annual incentive program can be found beginning on page 36.
*
Please see Appendix A for reconciliation of GAAP to non-GAAP financial measures included in this section.
|
|
| | Most Important Performance Measures | |
| | | |
| | | |
| | | |
| | | |
| |
|
| |
Each of the Board and the Compensation and Human Capital Committee recommends a vote FOR the approval of the compensation of the Named Executive Officers.
|
|
| |
Proposal
3
|
| |
Ratify, by Non-Binding Advisory Vote, the Appointment of Deloitte & Touche LLP as the Independent Auditor of nVent Electric plc and to Authorize, by Binding Vote, the Audit and Finance Committee of the Board of Directors to Set the Auditor’s Remuneration
|
| |||
| | | | |
|
| |
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 remuneration
|
|
| |
|
| |
Each of the Board and the Audit and Finance Committee 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 remuneration.
|
|
| | | | |
2025
|
| |
2024
|
| ||||||
| | Audit fees(1) | | | | $ | 5,855 | | | | | $ | 6,480 | | |
| | Audit-related fees(2) | | | | | 1,507 | | | | | | 4,255 | | |
| | Tax fees(3) | | | | | | | | | | | | | |
| |
Tax compliance and return preparation
|
| | | | 573 | | | | | | 824 | | |
| |
Tax planning and advice
|
| | | | 1,343 | | | | | | 1,043 | | |
| |
Total tax fees
|
| | | | 1,916 | | | | | | 1,867 | | |
| | All other fees | | | | | | | | | | | 0 | | |
| |
Total
|
| | | $ | 9,278 | | | | | $ | 12,602 | | |
| |
Proposal
4
|
| |
Authorize the Board of Directors to Allot and Issue New Shares under Irish Law
|
| |||
| | | | |
|
| |
The Board recommends a vote FOR the authorization of the Board of Directors to allot and issue new shares under Irish law
|
|
| |
|
| |
The Board recommends a vote FOR the authorization of the Board of Directors to allot and issue new shares under Irish law.
|
|
| |
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
|
|
| |
|
| |
The Board recommends a vote FOR the authorization of the Board of Directors to opt out of statutory preemption rights under Irish law.
|
|
| |
Proposal
6
|
| | Authorize the Price Range at which nVent Electric plc Can Re-allot Shares it Holds as Treasury Shares under Irish Law | | |||
| | | | |
|
| |
The Board recommends a vote FOR the authorization of the price range at which nVent Electric plc can re-allot shares it holds as treasury shares under Irish law
|
|
| |
|
| |
The Board recommends a vote FOR the authorization of the price range at which nVent Electric plc can re-allot shares it holds as treasury shares under Irish law.
|
|
| |
Name of Beneficial Owner
|
| |
Ordinary
Shares(1) |
| |
Share
Units(2) |
| |
Right to
Acquire within 60 days |
| |
ESOP
Stock(3) |
| |
Total
|
| |
% of
Class(4) |
| ||||||||||||||||||
| |
Sherry Aaholm
|
| | | | 3,111 | | | | | | — | | | | | | 2,382 | | | | | | — | | | | | | 5,493 | | | | | | — | | |
| |
Jerry W. Burris
|
| | | | 46,371 | | | | | | — | | | | | | 2,382 | | | | | | — | | | | | | 48,753 | | | | | | — | | |
| |
Susan M. Cameron
|
| | | | 16,516 | | | | | | — | | | | | | 2,382 | | | | | | — | | | | | | 18,898 | | | | | | — | | |
| |
Gary Corona
|
| | | | — | | | | | | — | | | | | | 10,241 | | | | | | — | | | | | | 10,241 | | | | | | — | | |
| |
Brian Coleman
|
| | | | — | | | | | | — | | | | | | 5,462 | | | | | | — | | | | | | 5,462 | | | | | | — | | |
| |
Michael L. Ducker
|
| | | | 27,740 | | | | | | — | | | | | | 2,382 | | | | | | — | | | | | | 30,122 | | | | | | — | | |
| |
Lynnette Heath
|
| | | | 37,287 | | | | | | 33,880 | | | | | | 82,778 | | | | | | — | | | | | | 153,945 | | | | | | — | | |
| |
Diane Leopold
|
| | | | 2,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,000 | | | | | | — | | |
| |
Danita Ostling
|
| | | | 4,748 | | | | | | — | | | | | | 2,382 | | | | | | — | | | | | | 7,130 | | | | | | — | | |
| |
Aravind Padmanabhan
|
| | | | 30,231 | | | | | | 83,115 | | | | | | 49,412 | | | | | | — | | | | | | 162,758 | | | | | | — | | |
| |
Nicola Palmer
|
| | | | 16,934 | | | | | | — | | | | | | 2,382 | | | | | | — | | | | | | 19,316 | | | | | | — | | |
| |
Herbert K. Parker
|
| | | | 15,070 | | | | | | — | | | | | | 2,382 | | | | | | — | | | | | | 17,452 | | | | | | — | | |
| |
Greg Scheu
|
| | | | 14,348 | | | | | | — | | | | | | 2,382 | | | | | | — | | | | | | 16,730 | | | | | | — | | |
| |
Beth A. Wozniak
|
| | | | 59,376 | | | | | | 627,074 | | | | | | 996,638 | | | | | | 147 | | | | | | 1,683,235 | | | | | | 1.0% | | |
| |
Sara Zawoyski
|
| | | | 126,453 | | | | | | 55,859 | | | | | | 78,473 | | | | | | 592 | | | | | | 261,377 | | | | | | — | | |
| |
Directors, nominees and executive officers as a group(19)
|
| | | | 554,776 | | | | | | 816,652 | | | | | | 1,448,893 | | | | | | 1,812 | | | | | | 2,822,470 | | | | | | 1.7% | | |
| | The Vanguard Group(5) | | | | | 16,883,057 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 10.4% | | |
| | BlackRock, Inc.(6) | | | | | 14,860,049 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 9.2% | | |
| |
In millions
|
| |
2025
|
| |
2024
|
| |
2023
|
| |
2022
|
| |
2021
|
| |||||||||||||||
| | Net sales | | | | $ | 3,893.1 | | | | | $ | 3,006.1 | | | | | $ | 2,668.9 | | | | | $ | 2,295.1 | | | | | $ | 1,902.3 | | |
| | Adjustments | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| |
Foreign exchange impact
|
| | | | (44.6) | | | | | | 6.2 | | | | | | (8.7) | | | | | | 60.8 | | | | | | (32.3) | | |
| |
Revenue contributions from acquisitions
|
| | | | (331.7) | | | | | | (124.2) | | | | | | (252.7) | | | | | | — | | | | | | (56.1) | | |
| | Adjusted Revenue | | | | | 3,516.8 | | | | | | 2,888.1 | | | | | | 2,407.5 | | | | | | 2,355.9 | | | | | | 1,813.9 | | |
| | Operating income | | | | | 616.8 | | | | | | 527.1 | | | | | | 462.7 | | | | | | 309.0 | | | | | | 238.8 | | |
| |
% of net sales
|
| | | | 15.8% | | | | | | 17.5% | | | | | | 17.3% | | | | | | 13.5% | | | | | | 12.6% | | |
| | Adjustments: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| |
Restructuring and other
|
| | | | 7.5 | | | | | | 7.5 | | | | | | 3.9 | | | | | | 11.2 | | | | | | 7.3 | | |
| |
Intangible amortization
|
| | | | 147.1 | | | | | | 94.7 | | | | | | 69.5 | | | | | | 50.3 | | | | | | 47.0 | | |
| |
Acquisition transaction and integration costs
|
| | | | 14.4 | | | | | | 13.9 | | | | | | 12.8 | | | | | | 0.8 | | | | | | 4.1 | | |
| |
Inventory step-up amortization
|
| | | | — | | | | | | — | | | | | | 17.7 | | | | | | — | | | | | | — | | |
| |
Impairment of equity investments
|
| | | | — | | | | | | 8.8 | | | | | | — | | | | | | — | | | | | | — | | |
| | Segment income | | | | $ | 785.8 | | | | | $ | 652.0 | | | | | $ | 566.6 | | | | | $ | 371.3 | | | | | $ | 297.2 | | |
| |
Return on sales
|
| | | | 20.2% | | | | | | 21.7% | | | | | | 21.2% | | | | | | 16.2% | | | | | | 15.6% | | |
| | Net income – as reported | | | | $ | 428.5 | | | | | $ | 240.8 | | | | | $ | 459.7 | | | | | $ | 293.1 | | | | | $ | 177.3 | | |
| |
Adjustments to operating income
|
| | | | 169.0 | | | | | | 124.9 | | | | | | 103.9 | | | | | | 62.3 | | | | | | 58.4 | | |
| |
Pension and other post-retirement mark-to-market loss (gain)
|
| | | | (12.9) | | | | | | (0.1) | | | | | | 13.4 | | | | | | (61.9) | | | | | | (10.4) | | |
| |
Gain on sale of investment
|
| | | | — | | | | | | — | | | | | | (10.3) | | | | | | — | | | | | | — | | |
| |
Amortization of bridge financing debt issuance costs
|
| | | | — | | | | | | 2.2 | | | | | | 3.6 | | | | | | — | | | | | | — | | |
| |
Release of guarantee liability
|
| | | | — | | | | | | (12.5) | | | | | | — | | | | | | — | | | | | | — | | |
| |
Loss on early extinguishment of debt
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 15.2 | | |
| |
Income tax adjustments
|
| | | | (33.8) | | | | | | 63.3 | | | | | | (179.4) | | | | | | (15.8) | | | | | | (23.2) | | |
| | Net income – as adjusted | | | | $ | 550.8 | | | | | $ | 418.6 | | | | | $ | 390.9 | | | | | $ | 277.7 | | | | | $ | 217.3 | | |
| | Diluted earnings per ordinary share | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Diluted earnings per ordinary share – as reported | | | | $ | 2.60 | | | | | $ | 1.43 | | | | | $ | 2.73 | | | | | $ | 1.74 | | | | | $ | 1.04 | | |
| |
Three year compound annual growth rate
|
| | | | 14.3% | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Adjustments | | | | $ | 0.75 | | | | | $ | 1.06 | | | | | | (0.41) | | | | | | (0.09) | | | | | | 0.24 | | |
| | Diluted earnings per ordinary share – as adjusted | | | | $ | 3.35 | | | | | $ | 2.49 | | | | | $ | 2.32 | | | | | $ | 1.65 | | | | | $ | 1.28 | | |
| |
Three year compound annual growth rate
|
| | | | 26.6% | | | | | | | ||||||||||||||||||||
| |
In millions
|
| |
2025
|
| |
2024
|
| |
2023
|
| |
2022
|
| ||||||||||||
| | Net cash provided by (used for) operating activities | | | | $ | 649.0 | | | | | $ | 501.0 | | | | | $ | 422.2 | | | | | $ | 273.3 | | |
| |
Three year compound annual growth rate
|
| | | | 33.4% | | | | | | | | | | | | | | | | | | | | |
| | Capital expenditures | | | | | (93.3) | | | | | | (74.0) | | | | | | (65.6) | | | | | | (40.5) | | |
| | Proceeds from sale of property and equipment | | | | | 5.3 | | | | | | 0.5 | | | | | | 0.1 | | | | | | 2.0 | | |
| | Free cash flow | | | | $ | 561.0 | | | | | $ | 427.5 | | | | | $ | 356.7 | | | | | $ | 234.8 | | |
| |
Three year compound annual growth rate
|
| | | | 33.7% | | | | | | | | | | | | | | | | | | | | |