NVENT ELECTRIC PLC, DEF 14A filed on 4/1/2025
Proxy Statement (definitive)
v3.25.1
Cover
12 Months Ended
Dec. 31, 2024
Document Information [Line Items]  
Document Type DEF 14A
Amendment Flag false
Entity Information [Line Items]  
Entity Registrant Name nVent Electric plc
Entity Central Index Key 0001720635
v3.25.1
Pay vs Performance Disclosure - USD ($)
12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Pay vs Performance Disclosure          
Pay vs Performance Disclosure, Table
Pay versus Performance
As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the executive compensation actually paid to our Named Executive Officers as defined by Item 402(v) and our financial performance during the years 2024, 2023, 2022, 2021, and 2020.
(a)
(b)
(c)
(d)
(e)
(f)
(g)
(h)
(i)
Year
Summary
Compensation
Table Total for
PEO
($)
(1)
Compensation
Actually Paid to
PEO
($)
(2)
Average
Summary
Compensation
Table Total for
Non-PEO NEOs
($)
(3)
Average
Compensation
Actually Paid to
Non-PEO NEOs
($)
(2)
Value of Initial Fixed $100
Investment Based On:
Net Income
(in millions)
Adjusted
Revenue
(4)
(in millions)
nVent
TSR
Peer group
(S&P 400
Industrials TSR)
2024
9,833,132 14,720,004 2,297,677 2,351,996 $ 296 $ 198 $ 332 $ 3,511
2023
8,912,856 22,465,509 2,224,486 4,914,622 $ 254 $ 174 $ 567 $ 3,002
2022
7,912,415 11,421,671 2,060,895 2,633,191 $ 163 $ 132 $ 400 $ 2,970
2021
10,651,343 18,561,232 2,350,052 4,036,554 $ 158 $ 150 $ 273 $ 2,374
2020
6,322,870 3,827,958 1,407,410 1,033,570 $ 94 $ 116
($47)
$ 1,990
(1)
The principal executive officer (“PEO”) for all years shown in the table is Ms. Wozniak.
(2)
To calculate Compensation Actually Paid (CAP), the following amounts were deducted from and added to the Summary Compensation Table (SCT) total compensation:
PEO SCT Total to CAP Reconciliation:
(a)
(b)
(c )
(d)
(e )
(f) (ii)
(g)
(h)
(h) = (a)  – (b)  – (c ) +
(d) + (e ) + (f) +
(g) + (h)
Year
SCT Total
($)
Grant Date
Fair Value
of Equity
Granted
($)
Change in
Pension
Value
($)
Fair
Value of
Current
Year
Equity
Awards
at 12/31/2024
($)
(i)
Change in Value
of Prior Years’
Awards Unvested
at 12/31/2024
($)
(i)
Change in Value
of Prior Years’
Award That
Vested in FY2024
($)
(i)(ii)
Fair Value of
Prior Years’
Awards at
12/31/2023
That Failed
to Meet
Applicable
Vesting
Conditions
in FY24
Pension
Service
Cost
($)
(i)
CAP
($)
2024
9,833,132 7,000,022 392,266 6,815,548 1,777,462 3,232,924 453,226 14,720,004
2023
8,912,856 5,249,972 827,825 7,474,519 7,412,176 4,344,971 398,784 22,465,509
2022
7,912,415 5,000,017 6,315,713 679,593 1,220,596 293,371 11,421,671
2021
10,651,343 6,999,739 717,005 11,714,793 4,084,609 (535,993) 363,224 18,561,232
2020
6,322,870 4,500,018 535,164 4,016,602 (403,930) (1,386,014) 313,612 3,827,958
Average Non-PEO Named Executive Officers SCT Total to CAP Reconciliation:
(a)
(b)
(c )
(d)
(e )
(f) (ii)
(g)
(h)
(h) = (a)  – (b)  – (c ) +
(d) + (e ) + (f) +
(g) + (h)
Year
SCT Total
($)
Grant Date
Fair Value
of Equity
Granted
($)
Change in
Pension
Value
($)
Fair Value of
Current Year
Equity Awards
at 12/31/2023
($)
(i)
Change in Value
of Prior Years’
Awards Unvested
at 12/31/2023
($)
(i)
Change in Value
of Prior Years’
Award That
Vested in FY2023
($)
(i)(ii)
Fair Value of
Prior Years’
Awards at
12/31/2023
That Failed to
Meet
Applicable
Vesting
Conditions in
FY24
Pension
Service
Cost
($)
(i)
CAP
($)
2024
2,297,677 1,425,001 1,070,625 213,422 502,258 (306,985) 2,351,996
2023
2,224,486 1,049,974 1,494,877 1,349,447 895,786 4,914,622
2022
2,060,895 925,011 1,168,415 119,532 209,360 2,633,191
2021
2,350,052 1,249,938 2,087,414 793,865 55,161 4,036,554
2020
1,407,410 837,508 747,538 (91,638) (192,232) 1,033,570
(i)
Reflects the fair value of equity calculated in accordance with the SEC methodology for determining CAP for each year shown, and the service cost for our PEO as defined in FASB ASC Topic 715. The valuation assumptions used to calculate the fair values did not differ materially from those disclosed at the time of grant.
(ii)
Includes the value of accrued Dividend Equivalent Units that were paid in cash at the time of vesting.
(3)
The non-PEO Named Executive Officers reflected in columns (d) and (e) represent the following individuals for 2024: Ms. Zawoyski, Ms. Bennett, Mr. Padmanabhan, Mr. Ruzynski, and Mr. Lammers; for 2023 and 2022: Ms. Zawoyski, Mr. Ruzynski, Mr. Lammers and Mr. Padmanabhan; and for 2021 and 2020: Ms. Zawoyski, Mr. Ruzynski, Mr. Lammers, and Ms. Heath.
(4)
The total in column (i) reflects the actual results for adjusted revenue as reflected under “Annual Incentives” beginning on page 37. Adjustments to revenue for factors specified in MIP for 2024 included foreign exchange impact ($6 million) and revenue contributed from acquisitions (-$124 million). Please see Appendix A for reconciliation of GAAP to non-GAAP financial measures included in this section.
       
Company Selected Measure Name Adjusted Revenue        
Named Executive Officers, Footnote
(1)
The principal executive officer (“PEO”) for all years shown in the table is Ms. Wozniak.
(3)
The non-PEO Named Executive Officers reflected in columns (d) and (e) represent the following individuals for 2024: Ms. Zawoyski, Ms. Bennett, Mr. Padmanabhan, Mr. Ruzynski, and Mr. Lammers; for 2023 and 2022: Ms. Zawoyski, Mr. Ruzynski, Mr. Lammers and Mr. Padmanabhan; and for 2021 and 2020: Ms. Zawoyski, Mr. Ruzynski, Mr. Lammers, and Ms. Heath.
       
PEO Total Compensation Amount $ 9,833,132 $ 8,912,856 $ 7,912,415 $ 10,651,343 $ 6,322,870
PEO Actually Paid Compensation Amount $ 14,720,004 22,465,509 11,421,671 18,561,232 3,827,958
Adjustment To PEO Compensation, Footnote
(2)
To calculate Compensation Actually Paid (CAP), the following amounts were deducted from and added to the Summary Compensation Table (SCT) total compensation:
PEO SCT Total to CAP Reconciliation:
(a)
(b)
(c )
(d)
(e )
(f) (ii)
(g)
(h)
(h) = (a)  – (b)  – (c ) +
(d) + (e ) + (f) +
(g) + (h)
Year
SCT Total
($)
Grant Date
Fair Value
of Equity
Granted
($)
Change in
Pension
Value
($)
Fair
Value of
Current
Year
Equity
Awards
at 12/31/2024
($)
(i)
Change in Value
of Prior Years’
Awards Unvested
at 12/31/2024
($)
(i)
Change in Value
of Prior Years’
Award That
Vested in FY2024
($)
(i)(ii)
Fair Value of
Prior Years’
Awards at
12/31/2023
That Failed
to Meet
Applicable
Vesting
Conditions
in FY24
Pension
Service
Cost
($)
(i)
CAP
($)
2024
9,833,132 7,000,022 392,266 6,815,548 1,777,462 3,232,924 453,226 14,720,004
2023
8,912,856 5,249,972 827,825 7,474,519 7,412,176 4,344,971 398,784 22,465,509
2022
7,912,415 5,000,017 6,315,713 679,593 1,220,596 293,371 11,421,671
2021
10,651,343 6,999,739 717,005 11,714,793 4,084,609 (535,993) 363,224 18,561,232
2020
6,322,870 4,500,018 535,164 4,016,602 (403,930) (1,386,014) 313,612 3,827,958
(i)
Reflects the fair value of equity calculated in accordance with the SEC methodology for determining CAP for each year shown, and the service cost for our PEO as defined in FASB ASC Topic 715. The valuation assumptions used to calculate the fair values did not differ materially from those disclosed at the time of grant.
(ii)
Includes the value of accrued Dividend Equivalent Units that were paid in cash at the time of vesting.
       
Non-PEO NEO Average Total Compensation Amount $ 2,297,677 2,224,486 2,060,895 2,350,052 1,407,410
Non-PEO NEO Average Compensation Actually Paid Amount $ 2,351,996 4,914,622 2,633,191 4,036,554 1,033,570
Adjustment to Non-PEO NEO Compensation Footnote
(2)
To calculate Compensation Actually Paid (CAP), the following amounts were deducted from and added to the Summary Compensation Table (SCT) total compensation:
Average Non-PEO Named Executive Officers SCT Total to CAP Reconciliation:
(a)
(b)
(c )
(d)
(e )
(f) (ii)
(g)
(h)
(h) = (a)  – (b)  – (c ) +
(d) + (e ) + (f) +
(g) + (h)
Year
SCT Total
($)
Grant Date
Fair Value
of Equity
Granted
($)
Change in
Pension
Value
($)
Fair Value of
Current Year
Equity Awards
at 12/31/2023
($)
(i)
Change in Value
of Prior Years’
Awards Unvested
at 12/31/2023
($)
(i)
Change in Value
of Prior Years’
Award That
Vested in FY2023
($)
(i)(ii)
Fair Value of
Prior Years’
Awards at
12/31/2023
That Failed to
Meet
Applicable
Vesting
Conditions in
FY24
Pension
Service
Cost
($)
(i)
CAP
($)
2024
2,297,677 1,425,001 1,070,625 213,422 502,258 (306,985) 2,351,996
2023
2,224,486 1,049,974 1,494,877 1,349,447 895,786 4,914,622
2022
2,060,895 925,011 1,168,415 119,532 209,360 2,633,191
2021
2,350,052 1,249,938 2,087,414 793,865 55,161 4,036,554
2020
1,407,410 837,508 747,538 (91,638) (192,232) 1,033,570
(i)
Reflects the fair value of equity calculated in accordance with the SEC methodology for determining CAP for each year shown, and the service cost for our PEO as defined in FASB ASC Topic 715. The valuation assumptions used to calculate the fair values did not differ materially from those disclosed at the time of grant.
(ii)
Includes the value of accrued Dividend Equivalent Units that were paid in cash at the time of vesting.
       
Compensation Actually Paid vs. Total Shareholder Return
1. Compensation Actually Paid (“CAP”) versus TSR for Company and Peer Group
[MISSING IMAGE: bc_tsr-pn.jpg]
From 2020 to 2024, we delivered strong TSR performance relative to the TSR of the S&P 400 Industrials.
Our 5-year cumulative TSR is 49% above the S&P 400 industrials index at the end of the 5-year period.
The PEO’s and other NEOs’ CAP amounts are aligned with our TSR. This is due primarily to our use of equity incentives, which are tied directly to stock price in addition to the company’s financial performance.
Additional information about our annual and long-term incentive programs begins on page 37.
       
Compensation Actually Paid vs. Net Income
2. CAP versus Net Income
[MISSING IMAGE: bc_netincome-pn.jpg]
As illustrated in the chart, our net income significantly increased from 2020. 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.
Additional information about our annual and long-term incentive programs begins on page 37.
       
Compensation Actually Paid vs. Company Selected Measure
3. CAP versus Company-Selected Measure (“CSM”): Adjusted Revenue
[MISSING IMAGE: bc_revenue-pn.jpg]
Our Adjusted Revenue* was up 76% from 2020. Adjusted Revenue is a key metric in our annual incentive program which comprised 15% of the 2024 target total direct compensation for our PEO, and 18% on average for Non-PEO NEOs. Additional details on our annual incentive program can be found beginning on page 37.
*
Please see Appendix A for reconciliation of GAAP to non-GAAP financial measures included in this section.
       
Total Shareholder Return Vs Peer Group
1. Compensation Actually Paid (“CAP”) versus TSR for Company and Peer Group
[MISSING IMAGE: bc_tsr-pn.jpg]
From 2020 to 2024, we delivered strong TSR performance relative to the TSR of the S&P 400 Industrials.
Our 5-year cumulative TSR is 49% above the S&P 400 industrials index at the end of the 5-year period.
The PEO’s and other NEOs’ CAP amounts are aligned with our TSR. This is due primarily to our use of equity incentives, which are tied directly to stock price in addition to the company’s financial performance.
Additional information about our annual and long-term incentive programs begins on page 37.
       
Tabular List, Table
The four items listed below represent the most important metrics we used to determine CAP for 2024 as further described above under the sections titled “Annual Incentives” and “Long-Term Incentives.”
Most Important Performance
Measures
Adjusted Revenue
Adjusted Earnings Per Share
Free Cash Flow
Relative Total Shareholder Return
       
Total Shareholder Return Amount $ 296 254 163 158 94
Peer Group Total Shareholder Return Amount 198 174 132 150 116
Net Income (Loss) $ 332,000,000 $ 567,000,000 $ 400,000,000 $ 273,000,000 $ (47,000,000)
Company Selected Measure Amount 3,511,000,000 3,002,000,000 2,970,000,000 2,374,000,000 1,990,000,000
PEO Name Ms. Wozniak        
Adjustments To Revenue Included Foreign Exchange Impact $ 6,000,000        
Revenue Contributed From Acquisitions $ (124,000,000)        
Measure:: 1          
Pay vs Performance Disclosure          
Name Adjusted Revenue        
Non-GAAP Measure Description
(4)
The total in column (i) reflects the actual results for adjusted revenue as reflected under “Annual Incentives” beginning on page 37. Adjustments to revenue for factors specified in MIP for 2024 included foreign exchange impact ($6 million) and revenue contributed from acquisitions (-$124 million). Please see Appendix A for reconciliation of GAAP to non-GAAP financial measures included in this section.
       
Measure:: 2          
Pay vs Performance Disclosure          
Name Adjusted Earnings Per Share        
Measure:: 3          
Pay vs Performance Disclosure          
Name Free Cash Flow        
Measure:: 4          
Pay vs Performance Disclosure          
Name Relative Total Shareholder Return        
PEO | Aggregate Change in Present Value of Accumulated Benefit for All Pension Plans Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ (392,266) $ (827,825) $ (717,005) $ (535,164)
PEO | Aggregate Pension Adjustments Service Cost          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 453,226 398,784 293,371 363,224 313,612
PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (7,000,022) (5,249,972) (5,000,017) (6,999,739) (4,500,018)
PEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 6,815,548 7,474,519 6,315,713 11,714,793 4,016,602
PEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 1,777,462 7,412,176 679,593 4,084,609 (403,930)
PEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 3,232,924 4,344,971 1,220,596 (535,993) (1,386,014)
PEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount
Non-PEO NEO | Aggregate Change in Present Value of Accumulated Benefit for All Pension Plans Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount
Non-PEO NEO | Aggregate Pension Adjustments Service Cost          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (1,425,001) (1,049,974) (925,011) (1,249,938) (837,508)
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 1,070,625 1,494,877 1,168,415 2,087,414 747,538
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 213,422 1,349,447 119,532 793,865 (91,638)
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 502,258 895,786 209,360 55,161 (192,232)
Non-PEO NEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ (306,985)
v3.25.1
Award Timing Disclosure
12 Months Ended
Dec. 31, 2024
Award Timing Disclosures [Line Items]  
Award Timing MNPI Disclosure
We grant annual equity-based awards on the first day on which the NYSE is open for trading in March each year. As a rule, the Compensation and Human Capital Committee grants awards to newly hired or promoted executives that are effective the earlier of the 10th of the month following the date of hire or promotion or the 10th of the month following the date of the Committee meeting at which the grant is approved. If the 10th day of such month is a day on which the NYSE is not open for trading, then the grant date will be the next day on which the NYSE is open for trading. The Committee also may consider and approve other interim or mid-year grants, or grants made on another basis, from time to time based on business needs, changing compensation practices or other factors, in the discretion of the Committee. Under our current process, the Committee has also given the Chief Executive Officer discretion to grant equity awards to non-executive officers as required throughout the year (other than normal annual grants, which are granted by the Committee) within the guidelines of the nVent Electric plc 2018 Omnibus Incentive Plan, up to a maximum grant date value of $4,000,000 total for 2024. The Chief Executive Officer provides a summary report to the Committee disclosing the aggregate awards granted by the Chief Executive Officer during the preceding fiscal year. All options are granted with an exercise price equal to fair market value based on the closing share price on the effective day of grant. Neither the Committee nor our Chief Executive Officer takes into account material nonpublic information in determining the timing and terms of equity-based awards, and we have not timed the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.
Award Timing Method We grant annual equity-based awards on the first day on which the NYSE is open for trading in March each year. As a rule, the Compensation and Human Capital Committee grants awards to newly hired or promoted executives that are effective the earlier of the 10th of the month following the date of hire or promotion or the 10th of the month following the date of the Committee meeting at which the grant is approved. If the 10th day of such month is a day on which the NYSE is not open for trading, then the grant date will be the next day on which the NYSE is open for trading. The Committee also may consider and approve other interim or mid-year grants, or grants made on another basis, from time to time based on business needs, changing compensation practices or other factors, in the discretion of the Committee. Under our current process, the Committee has also given the Chief Executive Officer discretion to grant equity awards to non-executive officers as required throughout the year (other than normal annual grants, which are granted by the Committee) within the guidelines of the nVent Electric plc 2018 Omnibus Incentive Plan, up to a maximum grant date value of $4,000,000 total for 2024. The Chief Executive Officer provides a summary report to the Committee disclosing the aggregate awards granted by the Chief Executive Officer during the preceding fiscal year. All options are granted with an exercise price equal to fair market value based on the closing share price on the effective day of grant.
Award Timing Predetermined true
Award Timing MNPI Considered false
Award Timing, How MNPI Considered Neither the Committee nor our Chief Executive Officer takes into account material nonpublic information in determining the timing and terms of equity-based awards, and we have not timed the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.
MNPI Disclosure Timed for Compensation Value false
v3.25.1
Insider Trading Policies and Procedures
12 Months Ended
Dec. 31, 2024
Insider Trading Policies and Procedures [Line Items]  
Insider Trading Policies and Procedures Adopted true