Beth Wozniak
About Beth Wozniak
Beth A. Wozniak, 60, is Chair (since 2023) and Chief Executive Officer of nVent (CEO since the 2018 separation) and has served as a director since 2018 . Under her leadership in 2024, nVent delivered 13% sales growth from continuing operations to ~$3.0B (combined sales $3.63B, +11%), strong free cash flow, and executed portfolio moves (Trachte acquisition and sale of Thermal Management closed Jan 30, 2025) . nVent’s 2024 annualized TSR was 17%, at the 59th percentile vs. the S&P 400 Industrials, and 4 points above the index; adjusted EPS rose to $3.25 and free cash flow to $562M (combined basis) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| nVent Electric plc | Chief Executive Officer; Chair of the Board | CEO: 2018–present; Chair: 2023–present | Led portfolio transformation including Trachte acquisition and sale of Thermal Management; refocused on higher-growth electrical connection and protection; expanded Data Solutions; 90 new products launched in 2024 . |
| Pentair plc | President, Electrical segment | 2017–2018 | Prepared electrical businesses that became nVent at separation . |
| Pentair plc | President, Flow & Filtration Solutions GBU | 2015–2016 | Led global filtration portfolio . |
| Honeywell/AlliedSignal | President, Environmental & Combustion Controls | 2011–2015 | P&L leadership of global controls business . |
| Honeywell/AlliedSignal | President, Sensing & Controls | 2006–2011 | Led sensing/control product lines . |
External Roles
| Organization | Role | Years |
|---|---|---|
| National Electrical Manufacturers Association (NEMA) | Chair, Board of Governors (Vice Chair previously) | Chair since 2024; Vice Chair since 2022 |
| Carrier Global Corporation | Director | 2021–2024 |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary (SCT) ($) | 962,871 | 1,012,072 | 1,045,114 |
| Base salary rate effective Mar 1 ($) | — | — | 1,050,000 |
| Target annual incentive (% of salary) | — | 125% (prior target) | 130% |
| Target annual incentive ($) | — | — | 1,365,000 |
Notes: 2024 base salary rate set March 1, 2024 to $1,050,000 . Target bonus increased from 125% to 130% in 2024 .
Performance Compensation
2024 Management Incentive Plan (MIP)
| Performance measure | Weight | Target | Actual/Result | Payout (%) | Weighted payout (%) |
|---|---|---|---|---|---|
| Revenue (Adjusted) | 30% | $3,605M | $3,511M | 81% | 24% |
| Adjusted EPS | 30% | $3.27 | $3.25 | 97% | 29% |
| Free Cash Flow | 25% | $524M | $562M | 136% | 34% |
| ESG Scorecard | 15% | See proxy description | 66% payout based on goals | 66% | 10% |
| Total | 100% | — | — | — | 98% |
- Actual MIP payout as a % of target: 98% .
- CEO 2024 non‑equity incentive paid: $1,337,700 .
Long‑Term Incentive (LTI) Program and 2024 Grants
- Mix: 50% PSUs (relative TSR vs S&P 400 Industrials), 25% stock options (10‑yr term, vest 1/3 annually), 25% RSUs (vest 1/3 annually); dividend equivalents only paid upon vesting; PSU cap at target if absolute TSR is negative .
- CEO 2024 target LTI value: $7,000,000 .
| Component | Grant date | Shares/Units | Key terms | Grant‑date fair value ($) |
|---|---|---|---|---|
| PSUs (target) | 3/1/2024 | 33,677 (thr 16,839; max 67,354) | 3‑yr performance; relative TSR: 25th/50th/75th pct → 50%/100%/200% payout; cap at target if absolute TSR < 0 | 3,500,051 |
| RSUs | 3/1/2024 | 25,458 | Vest 1/3 on March 5 of each of the first three years after grant | 1,749,983 |
| Stock options | 3/1/2024 | 64,441 @ $68.74 | 10‑yr term; vest 1/3 on March 5 in years 2025–2027 | 1,749,988 |
Performance outcomes on prior cycles:
- 2022–2024 PSU cycle: Relative TSR at 82nd percentile; payout at 200% .
Equity Ownership & Alignment
Beneficial Ownership (as of Mar 19, 2025)
| Category | Shares/Units |
|---|---|
| Ordinary Shares | 49,052 |
| Share Units (deferred RSUs) | 554,998 |
| Right to acquire within 60 days (options) | 969,698 |
| ESOP Stock | 146 |
| Total | 1,573,894 |
- Ownership guidelines: CEO 6x base salary; all then‑serving NEOs met guidelines as of Dec 31, 2024; executives must retain 100% of net shares until compliant .
- Hedging/pledging: Prohibited for employees and executive officers; anti‑pledging policy in place .
Outstanding and Recently Vested Awards
| Item | Amount/Detail |
|---|---|
| Unvested RSUs (12/31/2024) | 56,883 units; $3,877,145 value at $68.16 |
| Unvested PSUs at target (12/31/2024) | 71,875 units; $4,899,000 value at $68.16 |
| 2024 exercises/vesting | Options exercised: 138,999 ($6,594,451 realized); Stock vested: 190,997 ($13,056,223 realized) |
Deferred compensation elections (liquidity timing considerations):
- Sidekick Plan year‑end balance: $31,524,812; 2024 executive contributions $11,009,604; 2024 aggregate earnings $2,993,886 .
Employment Terms
| Topic | Key terms |
|---|---|
| Employment contract | The company states “No employment contracts” for executives . |
| Severance (non‑CIC) | CEO: 2x (base salary + target bonus) cash; 24 months medical at active rates; up to 12 months outplacement; 24‑month restrictive covenants required . |
| Change‑in‑Control (CIC) agreements | Cash: 200% of base salary plus greater of target/most recent bonus; benefits continuation up to two years; outplacement (≤10% base salary); legal/accounting fees up to $15,000; non‑compete one year post‑termination; no excise tax gross‑ups (cut‑back or pay‑all best‑net) . |
| Equity treatment on CIC | For awards granted after Dec 11, 2022: double‑trigger; if not assumed, immediate vesting; if assumed, vest on qualifying termination. Pre‑Dec 11, 2022 awards accelerate at CIC per plan . |
| Equity on termination (non‑CIC) | Covered termination: options continue to vest to earlier of expiry/5th anniversary; RSUs vest in full; PSUs paid after period based on actual performance . Retirement rules provide pro‑rata or full treatment depending on age/service . |
| Clawback | SEC/NYSE‑compliant recovery policy for restatements; additional forfeiture policy for misconduct (covers vested/unvested awards) . |
| Perquisites | Limited: executive physical, small identity protection reimbursement, charitable contributions; no above‑market earnings . |
| Pension/SERP | CEO is only NEO with SERP; present value $3,887,405 with 9 years credited service; formula: final average comp × (15% × years of service) . |
| Hedging/pledging | Prohibited for employees/executives; limited director exceptions for certain diversification vehicles (not employees) . |
Estimated payouts (as of 12/31/2024 scenario modeling per proxy):
- Involuntary termination without cause (non‑CIC): total value illustrative $16.4M for CEO (incl. equity vesting as specified) .
- CIC followed by qualifying termination: total illustrative $18.86M for CEO .
Board Governance (Director Service, Committees, Independence)
- Board service: Director since 2018; Chair since 2023; not independent as CEO; receives no additional director compensation .
- Committees: Three independent committees (Audit & Finance; Compensation & Human Capital; Governance & Sustainability). CEO is not a member of these committees .
- Dual‑role governance mitigants: Independent Lead Director (Susan M. Cameron) with robust responsibilities; regular executive sessions without management; super‑majority independent board .
- Attendance: Board held five meetings in 2024; all directors ≥75% attendance; average 100%; executive sessions at each regular meeting .
Compensation Structure Analysis and Peer/Shareholder Feedback
- Pay mix emphasizes at‑risk equity: CEO 2024 target LTI $7M with 50% PSUs (relative TSR), options and RSUs split 25%/25% .
- Annual incentive metrics directly tied to revenue, adjusted EPS, free cash flow, and ESG, producing a 98% payout for 2024; no discretionary upside disclosed .
- No option repricing, no excise tax gross‑ups, no single‑trigger CIC vesting for post‑Dec 2022 grants; robust clawback .
- Peer group of 20 industrial/electrical peers used for benchmarking; Altra removed after acquisition .
- Say‑on‑pay support: ~97% approval in 2024; shareholder engagements covered compensation and governance .
Performance & Track Record Highlights
- 2024 results (combined basis): Adjusted EPS $3.25 (+6% YoY), free cash flow $562M (+21% YoY), sales $3.63B (+11% YoY) .
- Strategic portfolio actions: Acquired Trachte (control buildings utility platform); sold Thermal Management (closed Jan 30, 2025); segment renaming to Systems Protection and Electrical Connections .
- Data Solutions growth ~30% with AI/HPC demand; 90 new products launched in 2024 .
Director Compensation (for context)
- CEO receives no separate board compensation; non‑employee director retainers and RSU program detailed; Lead Director supplement; 2025 increases modest .
Equity Ownership Guidelines and Compliance
- CEO guideline: 6x base salary; met as of Dec 31, 2024; must retain 100% of net shares until compliance .
Say‑on‑Pay & Shareholder Feedback
- 2024 advisory vote: ~97% support; investors supportive of ESG scorecard inclusion; continued engagement with holders representing ~23% of O/S during 2024 outreach .
Investment Implications
- Pay-for-performance alignment is strong: heavy weighting to relative TSR PSUs, rigorous cash metrics (revenue/EPS/FCF), and robust clawback/anti‑hedging policies reduce misalignment and governance risk .
- Potential selling pressure appears manageable: 2024 realized option exercises (139K shares) and significant vesting (191K shares) occurred, but anti‑pledging rules and ongoing guideline compliance temper structural sell pressure; sizable deferred comp indicates some deferral of liquidity .
- Retention risk mitigants: Double‑trigger CIC, 2x severance, continued vesting on covered terminations, ownership/holding requirements, and SERP value support continuity; no employment contract but comprehensive plan framework exists .
- Dual CEO/Chair structure offset by an empowered Lead Director and fully independent committees; 2024 attendance and shareholder outreach signal governance maturity .
- Execution credibility: Above‑market TSR percentile, sustained FCF growth, and portfolio repositioning (Trachte acquisition; Thermal Management divestiture) under Wozniak point to continued value creation levers in electrification and data center adjacencies .