Jon Lammers
About Jon Lammers
Executive Vice President, General Counsel & Secretary at nVent Electric plc since 2017; age 60. Education: J.D., University of Virginia School of Law; B.S., USC Marshall School of Business . Company performance context: 2024 sales up 13% to $3.0B; adjusted revenue $3,510.8M; free cash flow $562.0M; annualized TSR 17% at the 59th percentile vs S&P 400 Industrials .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| nVent Electric plc | EVP, General Counsel & Secretary | 2017–Present | Corporate governance, SEC, M&A; led global legal function post-separation from Pentair |
| Foulston Siefkin LLP | Special Counsel | 2016–2017 | Complex litigation and commercial transactions counsel |
| Spirit AeroSystems | SVP, General Counsel & Secretary | 2012–2016 | Led legal for Fortune 500 aerospace manufacturer, governance and transactions |
| Cargill | Deputy North American GC; Asia Pacific GC; VP Legal | 1997–2012 | Global legal leadership; 4 years in Asia; cross‑border transactions |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No public-company directorships disclosed |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $502,019 | $521,687 | $538,146 |
| Base Salary (set effective Mar 1, 2024) ($) | — | — | $540,750 |
| All Other Compensation ($) | $37,840 | $50,622 | $45,491 |
| Total Compensation ($) | $1,930,699 | $2,056,065 | $1,982,629 |
Performance Compensation
Annual Incentive (MIP) – Structure and 2024 Outcomes
| Metric | Weight | Threshold | Target | Max | 2024 Actual | Payout (%) | Weighted Payout |
|---|---|---|---|---|---|---|---|
| Revenue (Adjusted) | 30% | $3,353M | $3,605M | $3,857M | $3,511M | 81% | 24% |
| Adjusted EPS | 30% | $2.91 | $3.27 | $3.63 | $3.25 | 97% | 29% |
| Free Cash Flow | 25% | $446M | $524M | $629M | $562M | 136% | 34% |
| ESG Scorecard | 15% | See plan | See plan | See plan | 66% payout | 66% | 10% |
| Total MIP Payout | — | — | — | — | — | 98% of target | — |
Target bonus for 2024: 80% of base salary; target $432,600; actual payout $423,948 (98% of target) .
Long-Term Incentives – 2024 Grants (March 1, 2024)
| Component | Shares/Units (#) | Grant-date fair value ($) | Vesting / Terms | Exercise Price |
|---|---|---|---|---|
| Performance Share Units (PSUs) – target | 4,691 | $487,536 | 3-year (2024–2026); Relative TSR vs S&P 400 Industrials; 50% payout at 25th percentile, 100% at 50th, 200% at 75th; negative absolute TSR caps at target | n/a |
| Restricted Stock Units (RSUs) | 3,546 | $243,752 | 1/3 vest each year on 3/5 in 2025–2027; dividends paid as equivalents upon vest | n/a |
| Stock Options | 8,976 | $243,756 | 10-year term; 1/3 vest each year on 3/5 in 2025–2027 | $68.74 |
PSU achievement (companywide) for prior cycle (2022–2024): 82nd percentile vs S&P 400 Industrials; 200% payout .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Direct Ordinary Shares | 70,817 |
| Right to Acquire within 60 days (options/RSUs) | 119,694 |
| Total beneficial (shares + rights + ESOP) | 190,511 |
| Unvested RSUs (count; market value at $68.16) | 8,791; $599,195 |
| PSUs outstanding (target; market value) | 11,239; $766,050 |
| Options outstanding (selected tranches) | Various with expiries 2028–2034; prices $25.34, $22.51, $25.92, $27.55, $33.43, $46.15, $68.74 |
| 2024 Option exercises (shares; value realized) | 67,297; $3,553,797 |
| 2024 RSUs vested (shares; value realized) | 31,959; $2,185,585 |
| Ownership guidelines | General Counsel (EVP): 2.5x base salary; must retain 100% of net shares until guideline met; Lammers met guideline as of Dec 31, 2024 |
| Hedging/Pledging | Prohibited for employees; anti-hedging and anti-pledging policy in place; no pledges disclosed |
| Deferred Compensation (Sidekick Plan) | Executive contributions $173,918; company contributions $18,500; earnings $157,153; year-end balance $1,393,640 |
Insider selling pressure monitor: Annual vest dates (March 5) for RSUs/options and PSU payouts (Dec 31, 2025/2026) are typical liquidity events; 2024 realized values indicate material equity cash flows around vesting/exercise .
Employment Terms
| Provision | Terms | Quantification (Dec 31, 2024) |
|---|---|---|
| Severance (no CIC) | Severance Plan: 1.5x (salary + target bonus) for NEOs; 18 months medical continuation; up to 12 months outplacement; 24-month restrictive covenants required | Total involuntary w/o cause: $3,355,942 (incl. option, RSU, PSU vest treatments per plan) |
| Change-in-Control agreements | Cash: 200% of base salary + greater of target/most recent bonus; benefits replacement up to 2 years; outplacement up to $50,000; advisors up to $15,000; medical/dental/life continuation; non-compete 1 year; no excise tax gross-ups (best-net cutback) | Total CIC w/o termination: $2,247,719; CIC followed by termination: $4,636,836 (incl. stock option, RSU, PSU, annual incentive, benefits) |
| Equity vesting on CIC | Awards granted after Dec 11, 2022 are double-trigger: no acceleration if assumed by acquirer; accelerate if not assumed | |
| Clawback | SEC/NYSE-compliant recovery for 3 fiscal years pre-restatement; additional forfeiture for misconduct (broad) | |
| Insider trading | Policy applies to officers/directors; trading windows and restrictions; prohibits hedging/pledging | |
| Confirmation of officer role | Signs SEC filings as EVP, General Counsel & Secretary (e.g., 8‑K, May 9, 2024) |
Performance Compensation – Executive-specific breakdown
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Stock Awards ($) | $599,993 | $674,960 | $731,288 |
| Option Awards ($) | $199,997 | $224,996 | $243,756 |
| Non-Equity Incentive (MIP) ($) | $590,850 | $583,800 | $423,948 |
Expertise & Qualifications
- Global corporate counsel experience (Cargill: Deputy NA GC; Asia Pacific GC; VP Legal; Spirit AeroSystems GC; Foulston Siefkin Special Counsel) .
- Education: J.D., University of Virginia School of Law (Dillard Fellow); B.S., USC Marshall School of Business .
- Areas: Corporate governance, securities, M&A, cross-border transactions; global legal team leadership .
Investment Implications
- Compensation alignment: High proportion of at-risk/equity pay (2024 stock + options $975k vs salary $538k) and MIP tied to revenue, Adjusted EPS, FCF and ESG supports pay-for-performance linkage; 2024 payout at 98% indicates near-plan delivery .
- Retention risk: Robust severance (1.5x) and CIC protections (2.0x + benefits, double-trigger equity) reduce flight risk; no excise tax gross-ups is governance-friendly .
- Trading signals: Significant 2024 exercises/vests (options $3.55M value; RSUs $2.19M) and scheduled March vesting create recurring liquidity windows; monitor Form 4s around early March and year-end PSU determinations .
- Alignment safeguards: 2.5x salary ownership guideline (met), mandatory holding until compliance, and anti‑hedging/pledging mitigate misalignment; clawback policy adds downside accountability .
Overall, governance structures, ownership policies, and performance-tied incentives indicate strong alignment with shareholders; recurring vesting events are the primary timing catalysts for potential insider sales, not red flags.