nVent Electric plc
For the period ended May 16, 2025. Filed Apr 1, 2025.
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May 16, 2025 · Filed Apr 1, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No.)
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CHECK THE APPROPRIATE BOX:
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Preliminary Proxy Statement
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material under §240.14a-12
nVent Electric plc
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
PAYMENT OF FILING FEE (CHECK ALL BOXES THAT APPLY):
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No fee required
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Fee paid previously with preliminary materials
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11
Notice of Annual General
Meeting and Proxy Statement
Caution Concerning Forward-Looking Statements
This proxy statement contains statements that we believe to be “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical fact are forward looking statements. Without limitation, any statements preceded or followed by or that include the words “targets,” “plans,” “believes,” “expects,” “intends,” “will,” “likely,” “may,” “anticipates,” “estimates,” “projects,” “forecasts,” “should,” “would,” “could,” “positioned,” “strategy,” “future,” “are confident,” or words, phrases or terms of similar substance or the negative thereof, are forward-looking statements. All projections in this proxy statement are also forward-looking statements. These forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties, assumptions and other factors, some of which are beyond our control, which could cause actual results to differ materially from those expressed or implied by such forward-looking statements. These factors include adverse effects on our business operations or financial results, including the overall global economic and business conditions impacting our business; the ability to achieve the benefits of our restructuring plans; the ability to successfully identify, finance, complete and integrate acquisitions; competition and pricing pressures in the markets we serve, including the impacts of tariffs; volatility in currency exchange rates, interest rates and commodity prices; inability to generate savings from excellence in operations initiatives consisting of lean enterprise, supply management and cash flow practices; inability to mitigate material and other cost inflation; risks related to the availability of, and cost inflation in, supply chain inputs, including labor, raw materials, commodities, packaging and transportation; increased risks associated with operating foreign businesses, including risks associated with military conflicts; the ability to deliver backlog and win future project work; failure of markets to accept new product introductions and enhancements; the impact of changes in laws and regulations, including those that limit U.S. tax benefits; the outcome of litigation and governmental proceedings; and the ability to achieve our long-term strategic operating and sustainability goals. Additional information concerning these and other factors is contained in our filings with the U.S. Securities and Exchange Commission, including our Annual Report on Form 10-K and our Quarterly Reports on Form 10-Q. All forward-looking statements speak only as of the date of this proxy statement. nVent assumes no obligation, and disclaims any obligation, to update the information contained in this proxy statement.
Website Information
This Proxy Statement includes website addresses and references to additional materials found on those websites. These websites and materials are not incorporated by reference herein.
| | | | A Bright Future Ahead: A Letter to our Shareholders April 1, 2025 | | | Beth A. Wozniak Chair and Chief Executive Officer | | |
|---|---|---|---|---|---|---|---|---|
| | 2024 marked a pivotal year for nVent with our strong performance and significant progress on our portfolio transformation. We announced an agreement to sell our Thermal Management business, and we completed our acquisition of Trachte positioning us as a more focused, higher growth electrical company. Our sales grew 13% to $3 billion with continued margin expansion, strong earnings and outstanding cash flows. I am very proud of our team’s performance and the results we achieved in 2024. | | ||||||
Our Strategy and Growth Initiatives
nVent is transforming for an electrified world. We connect and protect some of the world’s most critical electrical systems to make them safer, more efficient, and resilient. We believe our growth strategy focused on high-growth verticals, new products and innovation, global growth, and acquisitions will continue to drive differentiated performance. Our One nVent strategy is helping us scale with velocity, drive common business processes across our company, and transform our employee, customer, and supplier experiences.
With our focus onhigh-growth verticals, we continue to expand our portfolio in the infrastructure vertical, which now represents about one third of our overall sales revenue. Our Data Solutions portfolio grew approximately 30% in 2024 with the acceleration of AI and high-performance computing, driving demand for our liquid cooling offerings.
With the Trachte acquisition, we increased our position in power utilities and expanded with an entirely new growth platform of control buildings. The demand for control buildings will continue to increase with the modernization of aging electrical infrastructure, expanding electrical capacity to meet power demand and the global transition towards more renewable energy sources.
New products and innovation continue as core elements of our growth strategy. Our customers count on us to deliver inventive and differentiated electrical solutions and in 2024, we launched 90 new products which contributed more than two points to our sales growth.
A key step in our portfolio transformation was the sale of our Thermal Management business which we closed on January 30 th, 2025. As we become a more focused electrical company, we decided to rename our business segments to better reflect the breadth of our offering and what we do for our customers. Beginning in Q1 of 2025, our Enclosures segment was renamed Systems Protection, and our Electrical and Fastening Solutions segment was renamed Electrical Connections. Systems Protection includes enclosures, power distribution units, cooling solutions, both liquid and air, and control buildings. We provide our customers with products and solutions that protect electronics, systems, and data. Electrical Connections includes power connections, cable management and electrical solutions. This segment offers products and solutions that make electrical systems safer, more efficient, and resilient.
Sustainability and Community Impact is Core to nVent
Key to our success has been our people, our culture and our commitment to sustainability, making nVent a great place to work. In 2024, we received numerous awards and recognitions for our focus on our people and building a more sustainable and electrified world. Most notably in 2024, and again in 2025, we were recognized by Ethisphere as one of the World’s Most Ethical Companies®, reflecting our commitment to absolute integrity, which is one of our core values at nVent. We also received a silver sustainability rating from EcoVadis, placing us in the top 5% of companies assessed in our industry and the 90 th percentile of all businesses assessed. In 2024, we were also named for the first time to the Newsweek Excellence 1000 Index. This honor recognizes companies that exhibit a firm commitment to best practices in business and financial growth while serving customers. These are just a few of the many awards and recognitions that reinforce our people, culture and commitment to sustainability are differentiators for nVent.
In Closing
2024 was a year of strong performance and transformation for nVent. I am proud of our team and all we have accomplished this past year but I am even more excited for what we are building. Together with our employees, customers and suppliers, we are well positioned to drive future success in an electrified world. Our future is bright!
2025 Proxy Statement 3
Shareholder Engagement
Understanding the issues our shareholders care about is critical to good governance. We have worked to establish a robust engagement program so that we continuously receive shareholder input regarding our financial performance, strategy, capital allocation, executive compensation, sustainability matters, and other topics that are front-of-mind for our shareholders.
All year, we participate in investor conferences and events, and regularly engage with shareholders to understand their perspectives and areas of focus.
In the fall of 2024, we invited shareholders representing over half of our outstanding shares to engage with us, and we held calls with shareholders representing approximately 23% of our outstanding shares.* Details regarding our fall outreach efforts are presented below:
| Total engaged | | | Directors engaged | | | 2024 engagement topics included | |
|---|---|---|---|---|---|---|---|
| 23% of O/S* | | | 100% of calls | | | • Sustainability • Board oversight of risk • Board composition and diversity • Human capital management • Shareholder engagement • Executive compensation | |
nVent outstanding shares and shareholder ownership are as of the time of fall outreach, which reflects June 30, 2024 data. Shareholder ownership is based on publicly disclosed ownership.
4 nVent Electric plc
Notice of Annual General Meeting of Shareholders
To Be Held May 16, 2025
Our Annual General Meeting of Shareholders will be held at The Lanesborough London, Hyde Park Corner, London, SW1X 7TA, United Kingdom, on Friday, May 16, 2025, at 8:00 a.m. British Summer Time, to consider and vote upon the following proposals; provided that if we are unable to hold the meeting at this location, date and/or time, it will be held at an alternative location, date and/or time that we will publicly announce:
| | 1. | | | By Separate Resolutions, Election of the Following Director Nominees: | | |||
|---|---|---|---|---|---|---|---|---|
| | | | | i. Sherry A. Aaholm ii. Jerry W. Burris iii. Susan M. Cameron iv. Michael L. Ducker v. Danita K. Ostling | | | vi. Nicola Palmer vii. Herbert K. Parker viii. Greg Scheu ix. Beth A. Wozniak | |
| | 2. | | | Approve, by Non-Binding Advisory Vote, the Compensation of the Named Executive Officers | | |||
| | 3. | | | Recommend, by Non-Binding Advisory Vote, the Frequency of Advisory Votes on the Compensation of Named Executive Officers | | |||
| | 4. | | | Ratify, by Non-Binding Advisory Vote, the Appointment of Deloitte & Touche LLP as the Independent Auditor and Authorize, by Binding Vote, the Audit and Finance Committee of the Board of Directors to Set the Auditor’s Remuneration | | |||
| | 5. | | | Authorize the Board of Directors to Allot and Issue New Shares under Irish Law | | |||
| | 6. | | | Authorize the Board of Directors to Opt Out of Statutory Preemption Rights under Irish Law | | |||
| | 7. | | | Authorize the Price Range at which nVent Electric plc Can Re-allot Shares it Holds as Treasury Shares under Irish Law | | |||
To consider and act on such other business as may properly come before the Annual General Meeting or any adjournment.
Proposals 1, 2, 4 and 5 are ordinary resolutions, requiring the approval of a simple majority of the votes cast at the meeting. A plurality of the votes cast for Proposal 3 will be the frequency of the advisory vote on executive compensation that shareholders are deemed to have approved. Proposals 6 and 7 are special resolutions, requiring the approval of not less than 75% of the votes cast at the meeting.
Only shareholders of record as of the close of business on March 19, 2025 are entitled to receive notice of and to vote at the Annual General Meeting.
If you are a shareholder entitled to attend, speak and vote at the Annual General Meeting, you are entitled to appoint a proxy or proxies to attend, speak and vote on your behalf. A proxy need not be a shareholder. If you wish to appoint as proxy any person other than the individuals specified on the proxy card, please contact our Corporate Secretary at our registered office or deliver to the Corporate Secretary at our registered office a proxy card in the form set out in section 184 of the Irish Companies Act 2014; please also note that your nominated proxy must attend the Annual General Meeting in person in order for your vote to be cast.
At the Annual General Meeting, management will review nVent Electric plc’s affairs and will also present nVent Electric plc’s Irish statutory financial statements for the fiscal year ended December 31, 2024 and the reports of the directors and the statutory auditors thereon.
By Order of the Board of Directors,
Jon Lammers
Corporate Secretary
April 1, 2025
Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on May 16, 2025. The Annual Report, Notice of Annual General Meeting, Proxy Statement and Irish Statutory Financial Statements and Related Reports are available by Internet atwww.proxyvote.com.
Shareholders in Ireland may participate in the Annual General Meeting by audio link at the offices of Arthur Cox, Ten Earlsfort Terrace, Dublin 2, Ireland, at 8:00 a.m. Irish Standard Time. See “Questions and Answers About the Annual General Meeting and Voting” for further information on participating in the Annual General Meeting in Ireland.
| | | | Where The Lanesborough London, Hyde Park Corner, London, SW1X 7TA, United Kingdom | | |
|---|---|---|---|---|---|
| | | | When Friday, May 16, 2025, 8:00 a.m. British Summer Time | | |
| | Whether or not you plan to attend, we encourage you to vote your shares by submitting a proxy as soon as possible. IF YOU PLAN TO SUBMIT A PROXY, YOU MUST SUBMIT YOUR PROXY BY INTERNET OR TELEPHONE, OR YOUR PRINTED PROXY CARD MUST BE RECEIVED AT THE ADDRESS STATED ON THE CARD, BY NO LATER THAN 11:59 P.M. EASTERN DAYLIGHT TIME ON MAY 14, 2025 (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. | | |||
| | | | By Internet You can vote over the internet at www.proxyvote.com. | | |
| | | | By Telephone You can vote by telephone from the United States or Canada by calling the telephone number on the proxy card. | | |
| | | | By Mail You can vote by mail by marking, signing and dating your proxy card or voting instruction form and returning it in the postage-paid envelope, which will then be forwarded to nVent Electric plc’s registered address electronically. | | |
| | | | Vote in Person If you plan to attend the Annual General Meeting and wish to vote your ordinary shares in person, we will give you a ballot paper at the meeting. | | |
2025 Proxy Statement 5
TABLE OF CONTENTS
Proxy Statement for the Annual General Meeting
of Shareholders of nVent Electric plc to be held
on Friday, May 16, 2025
This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information you should consider, and you should read the entire proxy statement before voting. Proxy materials are being made available on or about April 1, 2025 to our shareholders entitled to vote at the Annual General Meeting.
Voting Matters and Recommendations
| Proposal | | | Board Recommendation | | | Vote Required | | | Page Reference | |
|---|---|---|---|---|---|---|---|---|---|---|
| 1. Election of Director Nominees | | | FOR each nominee | | | Majority of votes cast | | | 11 | |
| 2. Approve, by Non-Binding Advisory Vote, the Compensation of the Named Executive Officers | | | FOR | | | Majority of votes cast | | | 29 | |
| 3. Recommend, by Non-Binding Advisory Vote, the Frequency of Advisory Votes on the Compensation of Named Executive Officers | | | ONE YEAR | | | Alternative receiving greatest number of votes cast | | | 60 | |
| 4. Ratify, by Non-Binding Advisory Vote, the Appointment of Deloitte & Touche LLP as the Independent Auditor and Authorize, by Binding Vote, the Audit and Finance Committee to Set the Auditor’s Remuneration | | | FOR | | | Majority of votes cast | | | 61 | |
| 5. Authorize the Board of Directors to Allot and Issue New Shares under Irish Law | | | FOR | | | Majority of votes cast | | | 64 | |
| 6. Authorize the Board of Directors to Opt Out of Statutory Preemption Rights under Irish Law | | | FOR | | | 75% of votes cast | | | 65 | |
| 7. Authorize the Price Range at which nVent Electric plc Can Re-Allot Treasury Shares under Irish Law | | | FOR | | | 75% of votes cast | | | 66 | |
Board and Governance Highlights
Director Nominees
For the 2025 Annual General Meeting, our Board has recommended the following director nominees.
| | | | | | | | | | | Committee Memberships | | | | | | | | | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Name, Age | | | Director Since | | | Independent | | | | Audit and Finance | | | Compensation and Human Capital | | | Governance and Sustainability | | | | Gender Diversity | | | Racial Diversity | |
| Sherry A. Aaholm, 62 | | | 2023 | | | | | | | | | | | | | | | | | | | |||
| Jerry W. Burris, 61 | | | 2018 | | | | | | | | | | | | | | | | | | ||||
| Susan M. Cameron, 66 | | | 2018 | | | | | | | | | | | | | | | | | | ||||
| Michael L. Ducker, 71 | | | 2018 | | | | | | | | | | | | | | | | | | | |||
| Danita K. Ostling, 64 | | | 2022 | | | | | | | | | | | | | | | | | | | |||
| Nicola Palmer, 57 | | | 2020 | | | | | | | | | | | | | | | | | | ||||
| Herbert K. Parker, 66 | | | 2018 | | | | | | | | | | | | | | | | | | | |||
| Greg Scheu, 63 | | | 2021 | | | | | | | | | | | | | | | | | | | | ||
| Beth A. Wozniak (CEO), 60 | | | 2018 | | | | | | | | | | | | | | | | | | | | | |
Committee Member: Committee Chair:
6 nVent Electric plc
Overview of the Board
Our Board of Directors (our “Board”) considers a variety of factors described below under “Director Qualifications, Diversity and Tenure” when assessing the qualifications of Board nominees. Eight of our nine nominees are independent, and four have CEO experience. Two of our Board Committee chairs are racially diverse, and our lead director is gender diverse.
(1)
Our director nominees’ average tenure is calculated by full years of completed service based on date of initial appointment or election to our Board.
| | Board Independence and Diversity | | | Other Governance Practices | |
|---|---|---|---|---|---|
| | • All Directors are independent, except our Chair • Independent Lead Director with robust responsibilities set forth in our Corporate Governance Principles • Independent Directors meet without management present • Demonstrated commitment to thoughtful Board refreshment • Diversity in Board leadership • Board Chair • Two Committee Chairs • Independent Lead Director Board Performance • Engaged Board with 100% average meeting attendance • Annual Board and Committee self-assessments Shareholder Rights • Proxy access for Director nominees • No poison pill | | | • Stock ownership requirements for officers and Directors • Code of Ethics for Directors, officers and employees • Annual ethics training for employees, officers and Directors • Insider trading and anti-hedging and anti-pledging policy • Formal Director orientation and Director continuing education programs • Active shareholder outreach and engagement with a history of frequent Director participation • Limitations on the number of public company boards on which Directors may serve and consideration of director capacity in approving outside boards • Annual sustainability reporting • Board and Committee oversight of risk, including those related to Sustainability, AI and cybersecurity matters • Regular Board updates on key areas of strategy and risk • Board oversight of succession planning for the CEO, executive officers and other key contributors | |
2025 Proxy Statement 7
Executive Compensation Highlights
These executive compensation highlights should be read in connection with the Executive Compensation section of this Proxy Statement, including the Compensation Discussion and Analysis section (see page 32).
Our Compensation Philosophy
The Compensation and Human Capital Committee believes that the most effective executive compensation program aligns executive initiatives with shareholders’ economic interests. The Committee seeks to accomplish this by rewarding the achievement of specific annual and long-term and strategic goals that create lasting shareholder value. The Committee’s specific objectives include:
to motivate and reward executives for achieving annual and long-term financial objectives;
to align management and shareholder interests by encouraging employee stock ownership;
to provide rewards commensurate with individual and company performance;
to encourage growth and innovation; and
to attract and retain top-quality executives and key employees.
To balance these objectives, our executive compensation program uses the following direct compensation elements:
base salary, to provide fixed compensation competitive in the marketplace;
annual incentive compensation, to reward short-term performance against specific financial targets; and
long-term incentive compensation, to link management incentives to long-term value creation and shareholder return.
The Compensation and Human Capital Committee reviews total compensation for executive officers and the relative levels of each of these forms of compensation against the Committee’s goals. The mix of total direct compensation (shown at target) for 2024 for our Chair and Chief Executive Officer and the average of the other executive officers named in the Summary Compensation Table below (our “Named Executive Officers”) is shown in the charts below.
2024 Target Direct Compensation Mix
8 nVent Electric plc
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.