Sara Zawoyski
About Sara Zawoyski
Sara E. Zawoyski is President of Systems Protection at nVent Electric plc, effective March 31, 2025, after serving as Executive Vice President and Chief Financial Officer; she also led the Enclosures segment on an interim basis from May 31, 2024 until her permanent appointment to Systems Protection . Company performance underpinning her incentives: 2024 sales from continuing operations rose 13% to $3.0B (combined sales $3.629B, +11%), Adjusted EPS was $2.49 (+7% YoY; combined Adjusted EPS $3.25), combined Free Cash Flow reached $562M, and annualized TSR was 17% (59th percentile vs peer group and +4pp vs S&P 400 Industrials) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| nVent Electric plc | President, Systems Protection (formerly Enclosures) | 2025–present | Leads Systems Protection portfolio (enclosures, PDUs, liquid/air cooling, control buildings) following segment renaming in Q1 2025 . |
| nVent Electric plc | Executive Vice President & Chief Financial Officer | – Mar 31, 2025 | Oversaw enterprise financials; incentives tied to Revenue, Adjusted EPS, Free Cash Flow, ESG Scorecard . |
| nVent Electric plc | Interim President, Enclosures | May 31, 2024 – Mar 31, 2025 | Assumed interim leadership after prior segment president’s resignation . |
Fixed Compensation
| Item | 2024 Value |
|---|---|
| Base Salary | $583,000 |
| Target Bonus (%) | 90% of base salary |
| Target Bonus ($) | $524,700 |
| Actual Bonus Paid (MIP) | $514,206 |
| Perquisites & Other Compensation | $46,398 (executive physical, identity theft protection reimbursement, retirement plan/Sidekick Plan/ESPP contributions) |
Performance Compensation
Annual Incentive (Management Incentive Plan, 2024)
| Metric | Weight | Threshold | Target | Max | Actual | Payout (%) | Weighted Payout (%) |
|---|---|---|---|---|---|---|---|
| Revenue (gross sales less deductions) | 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 (engagement, diverse slates, diversity, CO2 reduction) | 15% | See discussion | See discussion | See discussion | Committee-approved score | 66% | 10% |
| Total MIP Payout | — | — | — | — | — | 98% of target | — |
Notes: MIP results were adjusted for FX and acquisition impacts (Revenue −$124M; EPS adjustments including amortization, restructuring, separation costs, tax) per plan provisions .
Long-Term Incentives (granted March 1, 2024)
| Award Type | Units | Grant Date Fair Value ($) | Exercise Price | Vesting | Performance Metric |
|---|---|---|---|---|---|
| Performance Share Units (2024–2026) | 10,103 target | $1,050,005 | n/a | Earn-out at end of 3-year period | Relative TSR vs S&P 400 Industrials; 25th/50th/75th percentile = 50%/100%/200%; capped at target if absolute TSR negative |
| Stock Options (10-year term) | 19,332 | $524,988 | $68.74 | 1/3 vest on each March 5 of 2025, 2026, 2027 | n/a |
| Restricted Stock Units | 7,637 | $524,967 | n/a | 1/3 vest on each of the first three anniversaries; operationally scheduled for March 5 following grant year | n/a |
Achievement under prior PSUs: 2022–2024 Relative TSR at 82nd percentile paid at 200% of target (company-wide, applies to NEOs) .
Equity Ownership & Alignment
| Category | Detail |
|---|---|
| Total Beneficial Ownership (as of Mar 19, 2025) | 66,518 ordinary shares; 107,081 deferred share units; right to acquire 209,915 shares within 60 days; ESOP stock 587; total 384,102 . |
| Unvested RSUs (grant dates) | 3/1/2022: 3,366; 3/1/2023: 5,057; 3/1/2024: 7,637 . |
| PSUs outstanding (target) | 12/31/2025 vest date: 10,186; 12/31/2026 vest date: 10,103 . |
| Stock Options (exercisable; unexercisable by grant) | Exercisable: 6,248 (@$20.22, exp. 3/1/2027); 15,861 (@$25.34, exp. 5/7/2028); 14,546 (@$27.77, exp. 3/1/2029); 65,270 (@$25.92, exp. 1/2/2030); 50,944 (@$27.55, exp. 3/1/2031); 24,342 (@$33.43, exp. 3/1/2032); 7,044 (@$46.15, exp. 3/1/2033). Unexercisable: 12,171 (@$33.43, exp. 3/1/2032); 14,090 (@$46.15, exp. 3/1/2033); 19,332 (@$68.74, exp. 3/1/2034) . |
| Stock Ownership Guidelines | CFO: 3.0× base salary; Segment Presidents: 2.5× base salary; executives must retain 100% of net shares until compliant; as of Dec 31, 2024, all then-serving NEOs met guidelines (new hire Bennett on track) . |
| Hedging/Pledging | Prohibited for employees (including executive officers); policy bans hedging and pledging of nVent securities; no pledging disclosed for Zawoyski . |
Employment Terms
| Provision | Terms (applicable to NEOs; Zawoyski-specific amounts shown where disclosed) |
|---|---|
| Severance Plan (non-CIC) | 1.5× (salary + target annual bonus) cash; medical continuation for 18 months; up to 12 months outplacement; restrictive covenants for 24 months; “cause” and “good reason” definitions apply . |
| Estimated Severance (Involuntary, w/o cause; as of Dec 31, 2024) | Severance $1,661,550; medical continuation $19,890; outplacement $50,000; stock option vesting $732,820; RSU vesting $1,094,650; PSU vesting (assumes target) $1,382,898; total $4,941,808 . |
| Change-in-Control (CIC) Agreement | Upon CIC followed by covered termination (double trigger): 200% of base salary plus the greatest of target/actual prior bonus; medical/dental/life insurance up to two years; outplacement (up to 10% of base salary for search agency plus $15,000 advisors); equity and cash awards subject to plan terms (awards after Dec 11, 2022 use double-trigger vesting; immediate vest if not assumed) . |
| CIC Quantification (as of Dec 31, 2024) | Cash termination payment $2,542,100; stock option vesting $732,820; RSU vesting $1,094,650; PSU vesting (target) $1,382,898; annual incentive award $524,700; outplacement $50,000; advisors $15,000; medical/dental/life insurance $39,244; total CIC followed by termination $6,381,412 . |
| Clawback & Forfeiture | SEC/NYSE-aligned recovery of incentive comp after restatement; omnibus plan forfeiture for policy violations or misconduct; insider trading policy governs trading windows and bans hedging/pledging . |
Performance & Track Record (Company metrics informing pay)
| Metric (Combined unless noted) | 2024 Result |
|---|---|
| Sales (combined) | $3,629M (+11% YoY) |
| Sales (continuing ops) | $3.0B (+13% YoY; acquisitions +10pp) |
| Adjusted EPS (combined) | $3.25 (+6% YoY); reported EPS $1.97 |
| Free Cash Flow (combined) | $562M vs $465M in 2023 |
| Annualized TSR | 17%; 59th percentile of comparator group; +4pp vs S&P 400 Industrials |
| Portfolio & Execution | Trachte acquisition; Thermal Management business sale closed Jan 30, 2025; Data Solutions grew ~30% in 2024 . |
Compensation Peer Group
| Peer Company (2024 Comparator Group) |
|---|
| Acuity Brands, Inc.; Altra Industrial Motion Corp.; AMETEK, Inc.; Atkore Inc.; Belden Inc.; EnerSys; ESAB Corporation; Generac Holdings Inc.; Graco Inc.; Hubbell Incorporated; IDEX Corporation; ITT Inc.; Kennametal Inc.; Lincoln Electric Holdings, Inc.; Littelfuse, Inc.; Regal Rexnord Corporation; Sensata Technologies Holding plc; SPX Corporation; The Timken Company; Woodward, Inc. (Altra removed for 2025 due to acquisition by Regal Rexnord) . |
Say-on-Pay & Shareholder Feedback
- Say-on-Pay approval was ~97% in 2024, with shareholders supportive of pay-for-performance design and inclusion of an ESG Scorecard in the annual incentive plan .
- Fall 2024 outreach invited holders of over half of shares outstanding; engagement calls with shareholders representing ~23% of outstanding shares, including director participation .
Investment Implications
- Pay-for-performance alignment is robust: 50% of LTI in PSUs on Relative TSR, with payout capped at target if absolute TSR is negative; annual incentive weighted to Revenue, Adjusted EPS, Free Cash Flow with transparent thresholds and targets .
- Near-term vesting/supply dynamics: RSUs and options vest in equal thirds on March 5 of 2025/2026/2027 for 2024 grants; Zawoyski also has rights to acquire 209,915 shares within 60 days and multiple tranches of exercisable options, warranting monitoring of potential settlement/exercise-related flow around vest dates .
- Alignment safeguards lower governance risk: strict ownership guidelines (3.0× salary as CFO; 2.5× as segment president), a 100% net-share retention rule until compliance, and a ban on hedging/pledging mitigate misalignment and pledging risk .
- Retention vs shareholder protections: Severance is 1.5× salary+target bonus (non-CIC) with double-trigger equity for awards post-Dec 11, 2022; CIC economics are meaningful (total CIC+termination estimate ~$6.38M as of 12/31/2024), but excise tax gross-ups are not provided, and equity vesting respects assumption/substitution rules .