Diane Leopold
About Diane Leopold
Independent director at nVent Electric plc (NVT), appointed July 17, 2025. Former Executive Vice President and Chief Operating Officer of Dominion Energy (2019–2025; Co-COO from Dec 2019–Sep 2020, COO Oct 2020–May 2025). Brings deep utility-operations expertise across major project execution, financial planning, and corporate strategy. Education: B.S. in Electrical and Mechanical Engineering (University of Sussex), M.S. in Electrical Engineering (George Washington University), MBA (Virginia Commonwealth University) .
Past Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| Dominion Energy, Inc. | EVP & COO | Oct 2020 – May 2025 | Led utility operations across renewable and traditional generation; oversaw large-scale projects and strategy |
| Dominion Energy, Inc. | EVP & Co-COO | Dec 2019 – Sep 2020 | Senior operating leadership |
| Dominion Energy, Inc. | EVP & President/CEO—Gas Infrastructure Group | May 2017 – Nov 2019 | Led gas infrastructure strategy and operations |
External Roles
| Organization (Public) | Role | Tenure | Notes |
|---|---|---|---|
| Markel Group Inc. (NYSE: MKL) | Independent Director | 2018 – Present | Board member; skills in risk oversight, strategy, M&A per MKL governance profile |
Board Governance
- nVent appointment and committee assignment: Board expanded to 10; Leopold appointed director and member of the Audit and Finance Committee (independent-only committee) on July 17, 2025 . She participates in standard non‑employee director compensation per the April 1, 2025 proxy .
- nVent board independence, structure, and practices (context): 8 of 9 director nominees were independent pre‑appointment; lead independent director in place; average meeting attendance 100% in 2024; board conducts annual self‑assessments; robust shareholder engagement .
- Risk oversight coverage: Audit & Finance oversees internal controls, cybersecurity and AI-related risks; Governance & Sustainability oversees ESG; Compensation & Human Capital oversees human capital and pay risk .
Fixed Compensation (Director)
| Component | 2025 Amount | Terms |
|---|---|---|
| Annual Board Cash Retainer | $90,000 | Increased from $85,000 for 2025; paid quarterly |
| Annual RSU Grant (Directors) | $160,000 | Increased from $150,000 for 2025; generally vests after 1 year |
| Audit & Finance Committee Member Retainer | $12,500 | Paid in addition to board retainer |
| Audit & Finance Committee Chair Retainer | $20,000 | Chair-only; not applicable to Leopold unless appointed Chair |
| Lead Director Retainer | $30,000 | If serving as Lead Director; not applicable to Leopold |
Notes: The Company disclosed that non-employee directors receive annual RSUs with dividend equivalents (paid in cash upon vest). Directors do not receive meeting fees .
Performance Compensation
- Non-employee directors do not receive performance-vested equity; annual equity is time-based RSUs vesting over one year, aligning directors with shareholders without financial metrics. No stock options are granted to directors as a matter of practice in recent years .
Other Directorships & Interlocks
| Company | Relationship to nVent (Potential Interlock) | Relevance |
|---|---|---|
| Markel Group Inc. | None disclosed | No disclosed customer/supplier overlap with nVent; continue to monitor for business relationships . |
nVent policy on related-party transactions requires any director-related dealings >$50,000 to be reviewed by the Governance & Sustainability Committee; no related person transactions reported for 2023 and none proposed as of the 2025 proxy .
Expertise & Qualifications
- Utility operations and grid infrastructure leadership; major project execution; business development; financial planning; corporate strategy .
- Governance and risk oversight: Serving as independent director at Markel Group since 2018, with stated skills in risk oversight, M&A, capital markets, and strategic planning .
- Technical credentials: B.S. Electrical & Mechanical Engineering (Sussex), M.S. Electrical Engineering (GWU), MBA (VCU) .
Equity Ownership
- Initial nVent director equity holdings not yet disclosed post-appointment. Under nVent policy, directors must achieve ownership equal to 5x annual board retainer within five years; directors restricted from selling shares until guideline is met; dividend equivalents on RSUs are paid in cash at vest .
- Anti-hedging/anti-pledging: nVent’s insider trading policy prohibits directors from hedging or pledging company securities; exchange funds permitted for non‑management directors (hedging still prohibited) .
Governance Assessment
- Board effectiveness signal: Appointment strengthens utility-sector expertise as nVent expands in power utilities and data center infrastructure; placement on Audit & Finance is additive for financial and risk oversight .
- Independence and conflicts: Leopold is a non‑employee director under standard director pay; no related-person transactions disclosed; policy framework requires review of any customer/supplier ties; monitor potential nVent–Dominion Energy commercial interactions, if any are disclosed in future proxies .
- Alignment: Director pay mix favors equity (annual RSUs) and enforceable stock ownership guidelines, supporting long-term alignment; anti‑hedging/pledging policy enhances investor protection .
- Shareholder confidence markers: nVent’s 2024 say‑on‑pay support ~97% and active investor outreach indicate positive governance posture; Board reports 100% average meeting attendance in 2024 .
Appendix: Key Appointment & Committee Disclosures
- Appointment date and committee: Board expanded to 10; Diane Leopold appointed director and Audit & Finance Committee member on July 17, 2025 . Company press release announcing appointment and highlighting utility expertise .