nVent Electric plc
For the period ended May 15, 2026. Filed Mar 31, 2026.
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May 15, 2026 · Filed Mar 31, 2026
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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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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, including the Electrical Products Group acquisition; competition and pricing pressures in the markets we serve; 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.
| | | | Inventing the Electrified Future: A Letter to our Shareholders March 31, 2026 | | | Beth A. Wozniak Chair and Chief Executive Officer | | |
|---|---|---|---|---|---|---|---|---|
| | 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. | | ||||||
Our Strategy and Growth Initiatives
At nVent, we are inventing the electrified future. We are a global electrical manufacturing company that connects and protects mission-critical systems and infrastructure — from data centers to power utilities, from smart facilities to commercial buildings. It’s why some of the world’s leading companies bring their most complex challenges to us. We believe our growth strategy will continue to drive differentiated performance, supported by our focus on high-growth verticals, global growth and acquisitions, and new products and innovation.
With our focus onhigh-growth verticals, we continued to expand our portfolio in the infrastructure vertical, which now represents 45 percent of our sales. Data Center sales grew to $1billion, and we invested in expanded capacity for our liquid cooling solutions, as we see accelerating demand from AI data centers and high-performance computing.
The Electrical Product Group acquisition, expanded our engineered building solutions platform, adding switchgear and further integration capabilities. With increasing power demands, driven by AI data centers and the trend of electrification, we are well-positioned to provide solutions to support the build-out of electrical infrastructure.
New products and innovation continue to be a core element of our growth strategy. In 2025, new products contributed 10 points to our sales growth. At the Supercomputing 2025 show late last year, we showcased several new liquid cooling products, including a new cooling distribution unit (CDU) designed for the higher power densities and heat loads of AI data centers. We continue to innovate, working closely with customers, and we are proud to be in Nvidia’s partner network.
People and our culture continue to be key to our success. In 2025, we received numerous awards and recognitions for our efforts. Most notably, for the second straight year, we were recognized by Ethisphere as one of the World’s Most Ethical Companies®, reflecting our commitment to absolute integrity — one of our core values at nVent. For the fourth consecutive year, nVent earned a Great Place to Work® Certification™, which recognizes employers who create an outstanding employee experience. We were recognized on Newsweek’s World’s Greenest Companies list for our environmental sustainability performance. We also received a gold sustainability rating from EcoVadis, placing us in the top two percent of companies assessed in our industry and the 95th percentile of all businesses assessed. This year, we were also named to the 2025 Fortune Best Workplaces in Manufacturing & Production™ List. This honor highlights organizations that excel in creating positive, inclusive, and engaging environments. These are just a few of the many awards and recognitions that reinforce our people, and culture are differentiators for nVent.
Looking Ahead
Our transformation is driving our success and is evident in our performance. I am proud of our team and all we have accomplished this past year. I am even more excited about what we are building. We are a high-growth electrical company, well positioned within the trends of digitalization, electrification, and sustainability. Our future is bright.
2026 Proxy Statement 3
Notice of Annual General Meeting of Shareholders
To Be Held May 15, 2026
Our Annual General Meeting of Shareholders will be held at Claridge’s, Brook Street, Mayfair, London, W1K 4HR, United Kingdom, on Friday, May 15, 2026, at 3:00 p.m. British Summer Time, to consider and vote upon the following proposals:
| | 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. Diane Leopold | | | vi. Danita K. Ostling vii. Nicola Palmer viii. Herbert K. Parker ix. Beth A. Wozniak | |
| | 2. | | | Approve, by Non-Binding Advisory Vote, the Compensation of the Named Executive Officers | | |||
| | 3. | | | Ratify, by Non-Binding Advisory Vote, the Appointment of Deloitte & Touche LLP as the Independent Auditor and Authorize, by Binding Vote, the Audit and Finance Committee of the Board of Directors to Set the Auditor’s Remuneration | | |||
| | 4. | | | Authorize the Board of Directors to Allot and Issue New Shares under Irish Law | | |||
| | 5. | | | Authorize the Board of Directors to Opt Out of Statutory Preemption Rights under Irish Law | | |||
| | 6. | | | Authorize the Price Range at which nVent Electric plc Can Re-allot Shares it Holds as Treasury Shares under Irish Law | | |||
To consider and act on such other business as may properly come before the Annual General Meeting or any adjournment.
Proposals 1, 2, 3 and 4 are ordinary resolutions, requiring the approval of a simple majority of the votes cast at the meeting. Proposals 5 and 6 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 18, 2026 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, 2025 and the reports of the directors and the statutory auditors thereon.
By Order of the Board of Directors,
Jon Lammers
Corporate Secretary
March 31, 2026
Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on May 15, 2026. 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, D02 T390 Ireland, at 3:00 p.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 Claridge’s Brook Street Mayfair London, W1K 4HR United Kingdom | | |
|---|---|---|---|---|---|
| | | | When Friday, May 15, 2026, 3:00 p.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 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. | | |||
| | | | 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. | | |
4 nVent Electric plc
TABLE OF CONTENTS
Proxy Statement for the Annual General Meeting
of Shareholders of nVent Electric plc to be held
on Friday, May 15, 2026
This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information you should consider, and you should read the entire proxy statement before voting. Proxy materials are being made available on or about March 31, 2026 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. 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 | |
| 4. Authorize the Board of Directors to Allot and Issue New Shares under Irish Law | | | FOR | | | Majority of votes cast | | | 64 | |
| 5. Authorize the Board of Directors to Opt Out of Statutory Preemption Rights under Irish Law | | | FOR | | | 75% of votes cast | | | 65 | |
| 6. 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 2026 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 | | |
| Sherry A. Aaholm, 63 | | | 2023 | | | | | | | | | | | | | | ||
| Jerry W. Burris, 62 | | | 2018 | | | | | | | | | | | | | |||
| Susan M. Cameron, 67 | | | 2018 | | | | | | | | | | | | | |||
| Michael L. Ducker, 72 | | | 2018 | | | | | | | | | | | | | |||
| Diane Leopold, 59 | | | 2025 | | | | | | | | | | | | | | ||
| Danita K. Ostling, 65 | | | 2022 | | | | | | | | | | | | | | ||
| Nicola Palmer, 58 | | | 2020 | | | | | | | | | | | | | |||
| Herbert K. Parker, 67 | | | 2018 | | | | | | | | | | | | | | ||
| Beth A. Wozniak (CEO), 61 | | | 2018 | | | | | | | | | | | | | | | |
Committee Member: Committee Chair:
2026 Proxy Statement 5
Overview of the Board
Our Board of Directors (our “Board”) considers a variety of factors described below under “Director Qualifications” when assessing the qualifications of Board nominees.
(1)
Average tenure is calculated as of March 31, 2026 based on full years of completed service
| | Board Independence | | | Other Governance Practices | |
|---|---|---|---|---|---|
| | • All non-employee Directors are independent • Independent Lead Director with robust responsibilities set forth in our Corporate Governance Principles • Independent Directors meet regularly without management present • Demonstrated commitment to thoughtful Board refreshment Board Performance • Engaged Board with over 99% 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, artificial intelligence (“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 | |
6 nVent Electric plc
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 2025, we invited shareholders representing approximately half of our outstanding shares to engage with us, and we held calls with shareholders representing approximately 12% of our outstanding shares.* Details regarding our fall outreach efforts are presented below:
| Total engaged | | | Directors engaged | | | 2025 engagement topics included | |
|---|---|---|---|---|---|---|---|
| 12% of O/S* | | | 100% of calls | | | • Artificial intelligence (AI) strategy and use • Board oversight of risk • Board composition and refreshment • Executive compensation • Human capital management • Shareholder engagement • Sustainability | |
nVent outstanding shares and shareholder ownership are as of the time of fall outreach, which reflects June 30, 2025 data. Shareholder ownership is based on publicly disclosed ownership.
2026 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 31).
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 2025 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.
2025 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.