Nicola Palmer
About Nicola Palmer
Retired senior technology executive with deep network, product, and cybersecurity credentials; currently an independent director of nVent Electric plc (NVT). Age 57, director since 2020, and classified as independent under NYSE and company standards . Background includes Chief Technology Ambassador at Verizon (2022–2023), Chief Product Development Officer (2019–2022), and senior wireless network leadership, bringing expertise in digital transformation, M&A evaluation, and cyber risk governance .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Verizon Communications, Inc. | Chief Technology Ambassador | 2022–2023 | Cybersecurity governance and continued technology advocacy; incident response and business continuity experience |
| Verizon Communications, Inc. | Chief Product Development Officer | 2019–2022 | Product/platform innovation and investment/acquisition evaluation |
| Verizon Wireless | Chief Technology Officer | 2013–2017 | Technology strategy; security engineering oversight |
| Verizon | Chief Network Engineering Officer & Head of Wireless Networks | 2017–2018 | Network operations, resilience, and risk management |
External Roles
| Organization | Role | Start Year | Notes |
|---|---|---|---|
| NextNav Inc. | Director | 2024 | Next-generation PNT/3D geolocation; no related-party transactions disclosed at NVT |
Board Governance
- Committee memberships: Compensation and Human Capital; Governance and Sustainability; both committees comprised solely of independent directors .
- Not a committee chair; Burris chairs Compensation & Human Capital; Ducker chairs Governance & Sustainability .
- Independence: Board affirmatively determined Palmer is independent (non-employee director) .
- Attendance and engagement: Board held 5 meetings in 2024; committees—Audit & Finance 8, Compensation & Human Capital 4, Governance & Sustainability 4; all directors attended at least 75% with average 100% and attended the 2024 AGM .
- Executive sessions: Non-management directors meet in executive session at every regular board meeting; Lead Director role defined with robust responsibilities .
- Cyber/AI oversight: Board and Audit & Finance oversee cyber and AI; Palmer’s prior roles provide cybersecurity governance, control evaluation, incident response, and continuity planning experience .
Fixed Compensation
| Component | 2024 Amounts/Structure | 2025 Update |
|---|---|---|
| Board cash retainer | $85,000 annual retainer (paid quarterly) | Increased to $90,000 approved for 2025 |
| Committee member retainers | Compensation & Human Capital: $7,500; Governance & Sustainability: $7,500 (membership) | No change disclosed beyond board retainer |
| Committee chair retainers | Audit & Finance: $20,000; Compensation & Human Capital: $15,000; Governance & Sustainability: $15,000 | No change disclosed |
| Lead Director supplemental | $30,000 | No change disclosed |
| Meeting fees | None (no per-meeting fees) | No change disclosed |
| Palmer 2024 cash fees (actual) | $99,056 | N/A |
Notes: Director compensation recommended by Compensation & Human Capital Committee and approved by the Board; no meeting fees; CEO director receives no additional board pay .
Performance Compensation
| Equity Component | Grant Value / Shares | Vesting / Terms | Notes |
|---|---|---|---|
| Annual RSUs (Directors) – 2024 | $150,000 target grant; Palmer’s 2024 RSU grant fair value $150,019 | Generally vest one year after grant; dividend equivalents accrued and paid in cash at vest | Annual grant amount increased to $160,000 for 2025 |
| Unvested RSUs (as of 12/31/2024) | 1,875 units for Palmer | Standard director RSU vesting schedule applies | — |
| Stock options (Directors) | No current grants; only Burris had legacy converted options outstanding | N/A | Palmer had no option awards |
Director equity is time-based (no performance metrics); dividend equivalents accumulate and are paid at vest .
Other Directorships & Interlocks
| Company | Relationship to NVT | Potential Interlock/Conflict |
|---|---|---|
| NextNav Inc. | No transactions disclosed by NVT’s related-party policy | NVT reported no related person transactions in 2023 and none currently proposed |
Policy requires Governance & Sustainability Committee review/approval of any related person transaction >$50,000; independence impairment assessed; none disclosed for Palmer .
Expertise & Qualifications
- Technology and product development leadership across networks, platforms, and services; extensive digital transformation expertise .
- Cybersecurity governance: assessment, controls, security engineering, incident response, and continuity planning; complements Board’s cyber oversight framework .
- M&A investment evaluation to drive innovation; strategic planning experience spanning engineering, operations, and service management .
- Human capital and sustainability oversight experience aligned with committee mandates .
Equity Ownership
| Measure | Amount |
|---|---|
| Ordinary shares (beneficially owned) | 15,421 |
| Right to acquire within 60 days | 1,875 (likely RSUs vesting near record date) |
| Share units (deferred) | 0 (none disclosed) |
| ESOP stock | 0 |
| Total beneficial ownership | 17,296 |
| Ownership as % of outstanding | <1% (company footnote) |
Stock ownership guidelines for non-employee directors: 5x annual board retainer within 5 years; all directors met as of Dec 31, 2024 except Aaholm (on track). Dividend equivalents accrue and are paid in cash at vest; sale restrictions until guideline met .
Insider trading/hedging/pledging: Company maintains anti-hedging and anti-pledging policy; exchange funds permitted for non-management directors (not employees) .
Governance Assessment
- Strengths: Independent director with deep cyber and network expertise; service on Compensation & Human Capital and Governance & Sustainability aligns with skillset; robust attendance culture (100% average in 2024); regular executive sessions; active shareholder engagement including director participation .
- Pay alignment: Director pay mix emphasizes equity (RSUs) with straightforward annual retainer; 2025 increases modestly adjust for market competitiveness (retainer to $90k; equity to $160k) .
- Ownership alignment: Meets director ownership guidelines threshold at board level disclosure; time-based RSUs and anti-hedging/anti-pledging policy support alignment; <1% ownership typical for mid-cap boards .
- Conflicts/Related-party risk: No related person transactions reported; NextNav board service does not present disclosed conflicts with NVT; company policy and committee oversight mitigate exposure .
- Red flags: None disclosed regarding attendance, hedging/pledging, related-party transactions, or option repricings; Say-on-Pay support high at ~97%, indicating favorable shareholder sentiment towards compensation governance .
Shareholder engagement: Invited holders representing over half of outstanding shares; held calls with ~23% of outstanding; directors participated in 100% of calls—topics included sustainability, board oversight of risk, composition/diversity, human capital, and executive compensation .