Martha Bennett
About Martha Bennett
Martha C. Bennett serves as Executive Vice President and Chief Marketing Officer at nVent, appointed in January 2024 with her 2024 base salary effective from her start date of January 8, 2024 . Company performance tied to executive incentives in 2024: combined sales were $3,629 million (+11% y/y), Adjusted EPS was $3.25 (+6% y/y), combined Free Cash Flow was $562 million, and annualized TSR was 17% at the 59th percentile versus the compensation comparator group and 4 points above the S&P 400 Industrials . nVent’s long-term incentives emphasize Relative TSR against the S&P 400 Industrials for PSUs, reinforcing alignment with shareholder returns .
Fixed Compensation
| Item | 2024 | Notes |
|---|---|---|
| Base Salary ($) | $431,683 | Pro-rated for start date Jan 8, 2024; 2024 salary set at $440,000 effective Jan 8, 2024 |
| Target Bonus (% of Salary) | 65% | Approved by Compensation & Human Capital Committee |
| Target Bonus ($) | $280,530 | Prorated to start date |
| Actual MIP Payout ($) | $274,919 | Paid for 2024 performance |
| Cash Sign-on Bonus ($) | $200,000 | Paid in connection with commencement of employment |
| All Other Compensation ($) | $33,061 | Perquisites, plan contributions, ESPP match |
Performance Compensation
Annual Incentive (MIP) – 2024
| Metric | Weight (%) | Target | Actual Result | Payout (% of metric) | 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 | Scorecard goals | Satisfactory/strong mix | 66% | 10% |
| Total | 100 | — | — | — | 98% total MIP payout |
MIP adjustments used by the Committee included items such as FX impact ($6m), acquisition revenue (-$124m), restructuring, amortization, acquisition costs, separation costs, investment impairment, guarantee release, bridge financing amortization, pension mark-to-market, pro forma depreciation, and tax adjustments; payout was certified before payment and could be adjusted at Committee discretion .
Long-Term Incentives (2024 awards; excluding sign-on)
| Component | Mix | Performance Metric | Grant Detail (Bennett) | Grant Date Fair Value ($) |
|---|---|---|---|---|
| Performance Share Units (PSUs) | 50% | Relative TSR vs S&P 400 Industrials (3-year) | Target 2,405; threshold 1,203; max 4,810; vest 12/31/2026 | $249,952 |
| Stock Options | 25% | Stock price appreciation | 4,603 options @ $68.74 exercise price; 1/3 vest Mar 5, 2025/2026/2027 | $125,001 |
| Restricted Stock Units (RSUs) | 25% | Time-based | 1,818 RSUs; 1/3 vest Mar 5, 2025/2026/2027 | $124,969 |
| RSU Sign-on (one-time) | — | Time-based | 11,757 RSUs; 100% vest on 4th anniversary (Feb 12, 2028) | $749,979 |
Total 2024 equity and option grant-date fair values for Bennett: Stock Awards $1,124,900; Option Awards $125,001 .
Equity Ownership & Alignment
| Ownership Detail (as of Mar 19, 2025) | Amount |
|---|---|
| Ordinary Shares | 521 |
| Right to Acquire within 60 Days (likely options/settlementable awards) | 1,534 |
| Total Beneficial Ownership | 2,055 |
- Unvested RSUs: 11,757 (sign-on, 100% vesting on 2/12/2028) and 1,818 (annual, 1/3 vesting March 5, 2025–2027) .
- PSUs at target: 2,405 scheduled to settle based on 2024–2026 Relative TSR, vesting 12/31/2026 .
- Options outstanding: 4,603 granted 3/1/2024 at $68.74, vest 1/3 on March 5, 2025/2026/2027; 1,534 became exercisable proximate to March 5, 2025, consistent with the “right to acquire within 60 days” figure .
- Stock ownership guidelines: CMO level requires 2.5x base salary; executives must retain 100% of net shares until guidelines are met; Bennett was hired in 2024 and is on track to meet the guideline within 5 years of hire .
- Hedging and pledging: Company policy prohibits hedging or pledging by employees (including executive officers) .
Employment Terms
| Provision | Key Terms |
|---|---|
| Severance Plan (non-CIC) | For NEOs other than CEO: 1.5x (base salary + target annual bonus) cash; medical continuation at active employee rates for 18 months; potential outplacement up to 12 months; participation requires agreement to customary restrictive covenants for 24 months . |
| Change-in-Control (CIC) Agreements | Double-trigger severance: cash equals 200% of base salary plus the greater of target bonus, prior-year actual bonus, or bonus paid in year prior to CIC; replacement medical/dental/life up to two years; executive search agency cost not to exceed 10% of base salary; up to $15,000 advisor fees; equity and cash incentive awards vest per plan; no excise tax gross-ups (cutback/best-net rule applies) . |
| CIC Equity Vesting | Awards granted after Dec 11, 2022 generally require “double trigger” for acceleration; if awards not assumed/substituted at CIC, they vest immediately; otherwise vest upon qualifying termination . |
| “Cause” | Intentional conduct causing demonstrable serious financial injury; felony conviction; continuing willful and unreasonable refusal to perform duties . |
| “Good Reason” | Includes breach by company; reductions in salary/bonus opportunity/benefits/LTI grant value; removal/failure to reappoint; material adverse change in working conditions/status; relocation >50 miles; travel increase >20%; failure to have successor assume agreement . |
| Non-compete/Non-solicit | Post-CIC agreements require best efforts and confidentiality, and refraining from competitive activities for one year following termination, where legally permissible . |
Quantification of Potential Payments (as of 12/31/2024)
| Scenario | Cash Severance/Termination Payment ($) | Medical/Dental/Life ($) | Outplacement ($) | RSU Vesting ($) | PSU Vesting ($) | Annual Incentive Award ($) | Legal/Accounting ($) | Total ($) |
|---|---|---|---|---|---|---|---|---|
| Involuntary Termination Without Cause (non-CIC) | $1,089,000 | $10,476 | $44,000 | $925,272 | $163,925 | — | — | $2,232,673 |
| Retirement/Death/Disability (non-CIC) | $1,089,000 | — | — | — | — | — | — | $1,089,197 |
| CIC (no termination) | — | $20,806 | $44,000 | $925,272 | $163,925 | $286,000 | $15,000 | $1,375,197 |
| CIC followed by Qualifying Termination | $1,452,000 | $20,806 | $44,000 | $925,272 | $163,925 | $286,000 | $15,000 | $2,907,003 |
Compensation Structure Analysis
- New-hire profile with significant equity emphasis: 2024 total compensation $2,189,564 with stock awards $1,124,900 and options $125,001; cash sign-on of $200,000 recognizes forfeitures from prior employer .
- LTI is majority performance-based via Relative TSR PSUs (50% of annual LTI), with remaining mix in options (25%) and RSUs (25%), reinforcing pay-for-performance and shareholder alignment .
- Say-on-Pay support was strong at ~97%, indicating investor approval of program design and outcomes .
Equity Holding & Clawback Policies
- Mandatory holding of 100% of net shares until ownership guideline met; clawback policy compliant with SEC/NYSE standards to recover incentive compensation in connection with qualifying accounting restatements; additional forfeiture for misconduct under Omnibus Plan .
Investment Implications
- Alignment: High equity weighting and TSR-based PSUs should tie realized pay to shareholder outcomes; hedging/pledging is prohibited and ownership guidelines with forced share retention enhance alignment .
- Retention risk: Material unvested awards (RSU sign-on vesting in 2028; PSUs vesting 2026; RSUs/Options vesting through 2027) and severance protections reduce near-term attrition risk; non-compete obligations post-CIC termination add deterrents .
- Selling pressure: No 2024 option exercises or vesting for Bennett; options first tranche (1,534) became exercisable around March 5, 2025, but equity holding requirements may constrain net share sales until ownership guidelines are satisfied .
- Pay-for-performance sensitivity: 2024 MIP paid at ~98% of target, driven by overachievement on FCF and near-target EPS, despite revenue landing below target—signals balanced design with diversified metrics and ESG component .