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2018 Proxy Statement
Chairman, Eaton Corporation plc and Chief Executive Officer, Eaton Corporation
Director since 2015
Age 57
Committees:
Chairman and Chief Executive Officer, Lennox International Inc.
Director since 2010
Age 54
Lead Director
Retired Chairman and Chief Executive Officer, The Sherwin-Williams Company
Director since 2006
Age 61
Retired Chairman and Chief Executive Officer, Pitney Bowes Inc.
Director since 1998
Age 69
Vice Chairman and Chief Financial and Planning Officer, Eaton Corporation
Director since 2015
Age 62
Committees:
Retired Executive Vice President and Chief Financial Officer, Eli Lilly and Company
Director since 2007
Age 71
Retired Senior Vice President, Corporate Strategic Development, Lockheed Martin Corporation
Director since 2009
Age 71
Independent aviation safety consultant
Director since 2000
Age 63
Retired Chairman and Chief Executive Officer, Cargill, Incorporated
Director since 2003
Age 66
Retired President and Chief Executive Officer of the Federal Reserve Bank of Cleveland
Director since 2014
Age 63
Chairman and Chief Executive Officer, Smith Graham & Co., and former lead independent director of Cooper Industries plc
Director since 2012
Age 67
Retired Chief Executive, Drax Group
Director since 2016
Age 57
 
Craig Arnold
Chairman, Eaton Corporation plc and Chief Executive Officer, Eaton Corporation
Craig Arnold is Chairman of the Company and Chief Executive Officer of Eaton Corporation. Mr. Arnold joined Eaton in 2000 as senior vice president and group executive of the Fluid Power Group. He was Vice Chairman and Chief Operating Officer of the Industrial Sector until August 2015 and President and Chief Operating Officer until June 2016. He currently serves on the boards of Medtronic plc and University Hospitals Health System and is a member of The Business Roundtable and The Business Council. Mr. Arnold serves as a director of The Greater Cleveland Partnership and the United Way of Greater Cleveland, and as an advisory board member of the Salvation Army of Greater Cleveland.
Director Qualifications: Mr. Arnold’s years of senior management and executive leadership experience at Eaton provide important insight into the Company to the benefit of the Board of Directors. Mr. Arnold has gained detailed knowledge of Eaton’s businesses, customers, end markets, sales and marketing, technology innovation and new product development, supply chains, manufacturing operations, talent development, policies and internal functions through his service in a wide range of management roles with the Industrial Sector, and as President and Chief Operating Officer of the Company. Further, he possesses significant corporate governance knowledge developed by current and past service on the boards of other publicly traded companies, most notably for Medtronic plc, a publicly traded company domiciled in Ireland.
Other Public Company Boards: 1

Independent
Director since 2015
Age 57
Committees:
 
Todd M. Bluedorn
Chairman and Chief Executive Officer, Lennox International Inc.
Todd M. Bluedorn is Chairman and Chief Executive Officer of Lennox International Inc., a global provider of climate control solutions for heating, air conditioning and refrigeration markets. Prior to joining Lennox International in 2007, Mr. Bluedorn served in numerous senior management positions for United Technologies Corporation since 1995, including President, Americas — Otis Elevator Company; President, North America — Commercial Heating, Ventilation and Air Conditioning for Carrier Corporation; and President, Hamilton Sundstrand Industrial. He is a director of Texas Instruments Incorporated and a trustee of Washington University in St. Louis.
Director Qualifications: Mr. Bluedorn has executive leadership experience in original equipment and aftermarket business and distributor/dealer-based commercial channels. He also has senior leadership experience with two major industrial corporations. His experience with industrial companies in responding to dynamic market conditions benefits Eaton as a global manufacturing company with product distribution through numerous commercial channels.
Other Public Company Boards: 2

Independent
Director since 2010
Age 54
 
Christopher M. Connor
Retired Chairman and Chief Executive Officer, The Sherwin-Williams Company
Christopher M. Connor is the retired Chairman and Chief Executive Officer of The Sherwin-Williams Company, a global manufacturer of paint, architectural coatings, industrial finishes and associated supplies. Mr. Connor held a number of executive positions at Sherwin-Williams since 1983. He became Chief Executive Officer in 1999, Chairman and Chief Executive Officer in 2000, and Executive Chairman in 2016. He currently serves on the boards of Yum! Brands, Inc., International Paper Company, University Hospitals Health System, and Playhouse Square Foundation. He is chairman of The Rock and Roll Hall of Fame.
Director Qualifications: As the retired Chairman and former CEO of a Fortune 500 company, Mr. Connor has leadership experience and is thoroughly knowledgeable in marketing, talent development, planning, operational and financial processes. In particular, he has had extensive sales and marketing experience in both direct and distribution channels, and brings broad knowledge of construction, automotive and industrial markets, all areas of strategic importance to Eaton. His background and broad experience are of particular benefit to Eaton in his role as Lead Director.
Other Public Company Boards: 2

Independent
Lead Director
Director since 2006
Age 61
 
Michael J. Critelli
Retired Chairman and Chief Executive Officer, Pitney Bowes Inc.
Michael J. Critelli served as Chief Executive and President and a director of Dossia Services Corporation, a personal and population health management systems company, from 2011 until 2016. He served as the Chief Executive Officer of CloudParc, Inc., a smart cities and transportation technology company, during 2017. He resigned as both an officer and director of CloudParc in December 2017. Mr. Critelli is the retired Chairman and Chief Executive Officer of Pitney Bowes Inc., a provider of global mailstream solutions. He served as Chairman and Chief Executive Officer of Pitney Bowes from 1997 to 2007 and as Executive Chairman from 2007 to 2008. Mr. Critelli served as a director of ProHealth Physicians, Inc. from 2012 until 2015.
Director Qualifications: Mr. Critelli has extensive experience in risk management, cybersecurity, industry-wide leadership in transportation, logistics, online and social media marketing and communications issues. In addition to broad business experience gained while leading a global Fortune 500 company, he is a thought leader on transportation strategy and regulatory reform, as well as innovative approaches to healthcare. His background and experience are valuable to our Board as it oversees management’s efforts to develop and maintain talent, assess and evaluate enterprise risk management and cybersecurity issues, and navigate the regulatory environment.

Independent
Director since 1998
Age 69
 
Richard H. Fearon
Vice Chairman and Chief Financial and Planning Officer, Eaton Corporation
Richard H. Fearon has served as Chief Financial and Planning Officer of Eaton since April 2002 and Vice Chairman since January 2009. He is responsible for the accounting, control, corporate development, information systems, internal audit, investor relations, strategic planning, tax and treasury functions of Eaton. Prior to Eaton, Mr. Fearon worked at several large diversified companies, including Transamerica Corporation, NatSteel Limited and The Walt Disney Company. He currently is the lead director for PolyOne Corporation and also serves on the boards of Playhouse Square Foundation, The Cleveland Museum of Art, and Manufacturers Alliance, a trade organization of leading manufacturing companies.
Director Qualifications: Mr. Fearon’s years of experience as Eaton’s Chief Financial Officer provide the Board with important insight. He has comprehensive knowledge of financial accounting standards and extensive experience in financial statement preparation, corporate finance, corporate development, risk management and investor relations. Further, given his experience as Lead Director at PolyOne, he also provides significant governance expertise.
Other Public Company Boards: 1

Independent
Director since 2015
Age 62
Committees:
 
Charles E. Golden
Retired Executive Vice President and Chief Financial Officer, Eli Lilly and Company
Charles E. Golden served as Executive Vice President and Chief Financial Officer and a director of Eli Lilly and Company, an international developer, manufacturer and seller of pharmaceutical products, from 1996 until his retirement in 2006. Prior to joining Eli Lilly, he had been associated with General Motors Corporation since 1970, where he held a number of positions, including Corporate Vice President, Chairman and Managing Director of the Vauxhall Motors subsidiary and Corporate Treasurer. He is currently on the board of Hill-Rom Holdings, Inc. and was a past director of Unilever NV/PLC. Mr. Golden also serves as a director of the Lilly Endowment.
Director Qualifications: Mr. Golden has a comprehensive knowledge of both U.S. and international financial accounting standards. He has extensive experience in financial statement preparation, accounting, corporate finance, risk management and investor relations both in the U.S. and internationally. His broad financial expertise enables him to provide expert guidance and oversight to the Board. Mr. Golden also has significant experience in global vehicle markets.
Other Public Company Boards: 1

Independent
Director since 2007
Age 71
 
Arthur E. Johnson
Retired Senior Vice President, Corporate Strategic Development, Lockheed Martin Corporation
Arthur E. Johnson is the retired Senior Vice President, Corporate Strategic Development of Lockheed Martin Corporation, a manufacturer of advanced technology systems, products and services. Mr. Johnson was elected a Vice President of Lockheed Martin Corporation and named President of Lockheed Martin Federal Systems in 1996. He was named President and Chief Operating Officer of Lockheed Martin’s Information and Services Sector in 1997 and Senior Vice President, Corporate Strategic Development in 1999. Mr. Johnson currently is a director of Booz Allen Hamilton and during the past five years was a director of AGL Resources, Inc. He is an independent trustee of the Fixed Income and Asset Allocation Funds of Fidelity Investments.
Director Qualifications: Mr. Johnson’s role in strategic development with a leading company in the defense industry has given him an understanding of doing business with governments, strategic planning, regulatory compliance, and legislative and public policy matters. His knowledge of the global aerospace and defense industry are of particular benefit to our Board in connection with these businesses. Mr. Johnson’s service as lead director of a New York Stock Exchange listed company, as well as his service on other boards, provides Eaton with valuable corporate governance expertise, which is of particular benefit to Eaton in his role as Chair of the Governance Committee.
Other Public Company Boards: 1

Independent
Director since 2009
Age 71
 
Deborah L. McCoy
Independent aviation safety consultant
Deborah L. McCoy is an independent aviation safety consultant. She retired from Continental Airlines, Inc. in 2005, where she had served as Senior Vice President, Flight Operations since 1999. During part of 2005, Ms. McCoy also briefly served as the Chief Executive Officer of DJ Air Group, a start-up commercial airline company.
Director Qualifications: Ms. McCoy has extensive experience in the commercial aerospace markets and brings an understanding of aircraft design and performance, global airline operations and the strategic issues and direction of the aerospace industry. In addition, Ms. McCoy has extensive experience in safety initiatives, Federal regulatory compliance, labor relations, talent management, and risk analysis and mitigation. All of these attributes are of benefit to Eaton’s Board in its oversight role across the enterprise.

Independent
Director since 2000
Age 63
 
Gregory R. Page
Retired Chairman and Chief Executive Officer, Cargill, Incorporated
Gregory R. Page is the retired Chairman and Chief Executive Officer of Cargill, Incorporated, an international marketer, processor and distributor of agricultural, food, financial and industrial products and services. He was named Corporate Vice President & Sector President, Financial Markets and Red Meat Group of Cargill in 1998, Corporate Executive Vice President, Financial Markets and Red Meat Group in 1999, and President and Chief Operating Officer in 2000. He became Chairman and Chief Executive Officer in 2007 and was named Executive Chairman in 2013. Mr. Page subsequently served as Executive Director from 2015 to 2016, after which he retired from the Cargill Board. Mr. Page is a director of 3M Company and Deere & Company, and a director of the American Refugee Committee. He is a former director of Carlson and the immediate past President and a board member of the Northern Star Council of the Boy Scouts of America.
Director Qualifications: As the retired Chairman and former Chief Executive Officer of one of the largest global corporations, Mr. Page brings extensive leadership and global business experience, in-depth knowledge of commodity markets, and a thorough familiarity with the key operating processes of a major corporation, including financial systems and processes, global market dynamics and succession management. Mr. Page’s experience and expertise provide him valuable insight on financial, operational and strategic matters.
Other Public Company Boards: 2

Independent
Director since 2003
Age 66
 
Sandra Pianalto
Retired President and Chief Executive Officer of the Federal Reserve Bank of Cleveland
Sandra Pianalto served as President and Chief Executive Officer of the Federal Reserve Bank of Cleveland from February 2003 until her retirement in June 2014. She joined the Bank in 1983 as an economist in the research department and was appointed Assistant Vice President of public affairs in 1984, Vice President and Secretary to the board of directors in 1988, and Vice President and Chief Operating Officer in 1993. Before joining the Bank, Ms. Pianalto was an economist at the Federal Reserve Board of Governors and served on the staff of the Budget Committee of the U.S. House of Representatives. She is currently a director of The J.M. Smucker Company, Prudential Financial, Inc., and FirstEnergy Corporation. Ms. Pianalto is chair of the board of directors of University Hospitals Health System and past chair and life director of the board of United Way of Greater Cleveland. She holds the FirstMerit Chair in Banking at the University of Akron, is an advisory trustee at the University of Akron, and serves on the board of College Now Greater Cleveland.
Director Qualifications: Ms. Pianalto has extensive experience in monetary policy and financial services, and brings to Eaton wide-ranging leadership and operating skills through her former roles with the Federal Reserve Bank of Cleveland. As Chief Executive Officer of the Bank, she developed expertise in economic research, management of financial institutions, and payment services to banks and the U.S. Treasury. Ms. Pianalto’s comprehensive experience qualifies her to provide substantial guidance and oversight to the Board in her role as Chair of the Finance Committee.
Other Public Company Boards: 3

Independent
Director since 2014
Age 63
 
Gerald B. Smith
Chairman and Chief Executive Officer, Smith Graham & Co., and former lead independent director of Cooper Industries plc
Gerald B. Smith was a director of Cooper Industries plc from 2000 until 2012 and served as lead independent director of Cooper Industries plc since 2007. Mr. Smith joined the Board effective upon the close of the Cooper acquisition. He is Chairman and Chief Executive Officer of Smith Graham & Co., an investment management firm that he founded in 1990. Prior to launching Smith Graham, he served as Senior Vice President and Director of Fixed Income for Underwood Neuhaus & Company. He is a member of the Board of Trustees and chair of the Investment Oversight Committee for The Charles Schwab Family of Funds. Mr. Smith also serves as a director and chair of the Investment Committee of the New York Life Insurance Company. In the past five years, Mr. Smith was a director of ONEOK Inc. and ONEOK Partners MLP. He serves as Chairman of the Texas Southern University Foundation and a director of the Federal Reserve Bank of Dallas. He is a former director of the Federal Reserve Bank of Dallas, Houston branch.
Director Qualifications: Mr. Smith has expertise in finance, portfolio management and marketing through executive positions in the financial services industry, including being founder, Chairman and Chief Executive Officer of Smith Graham & Co. His experience as a director of companies in the oil and gas and energy services businesses has provided him with valuable insight into markets in which Eaton also participates. Mr. Smith’s experience as lead independent director of Cooper Industries plc since 2007 has benefited the process of integrating Cooper into Eaton. His experience and expertise provide him valuable insight on financial, operational and strategic matters in his role as Chair of the Audit Committee.

Independent
Director since 2012
Age 67
 
Dorothy C. Thompson
Retired Chief Executive, Drax Group
Dorothy C. Thompson CBE is the retired Chief Executive and director of Drax Group plc, a U.K.-based power retail and generation company. She was appointed CEO of Drax Group plc in September 2005 and to the company’s Board of Directors in October 2005. Prior to joining Drax, Ms. Thompson was vice president of InterGen NV, an independent power-company jointly owned by Shell and Bechtel. She joined InterGen in 1998 from PowerGen plc where she was assistant group treasurer. In addition to her leadership at Drax, she is a member of the Board of Directors of the Court of the Bank of England and was a director of Johnson Matthey Plc until 2016.
Director Qualifications: As the retired Chief Executive of Drax, Ms. Thompson has unique insight into the sourcing, generation and supply of sustainable and renewable energy. She also brings to the Board vast experience in all aspects of finance as well as an international business perspective.

Independent
Director since 2016
Age 57
 
Audit Committee
Met 5 times in 2017

The functions of the Audit Committee include assisting the Board in overseeing:

  • the integrity of our financial statements and its systems of internal accounting and financial controls;
  • the independence, qualifications and performance of our independent auditor;
  • the performance of our internal auditors;
  • the cybersecurity program as part of the risk oversight function; and
  • our compliance with legal and regulatory requirements.

The Committee also has sole authority to appoint, compensate and terminate the independent auditor, and pre-approves all auditing services and permitted non-audit services that the audit firm may perform for the Company. The Committee is also responsible for negotiating the audit fees. In order to ensure continuing auditor independence, the Committee periodically considers whether there should be a rotation of the independent audit firm. In conjunction with the mandated rotation of the audit firm’s lead engagement partner, the Committee and its Chair are directly involved in the selection of the audit firm’s new lead engagement partner. Among its other responsibilities, the Committee meets regularly in separate Executive Sessions with our independent auditor and senior leaders of Eaton Corporation, including the Vice Chairman and Chief Financial and Planning Officer, Executive Vice President and General Counsel, Senior Vice President-Internal Audit, and Senior Vice President-Global Ethics and Compliance; approves the Committee’s report to be included in our annual proxy statement; assures that performance evaluations of the Audit Committee are conducted annually; and establishes procedures for the proper handling of complaints concerning accounting or auditing matters.

Each Committee member meets the independence requirements, and all Committee members collectively meet the other requirements, of the New York Stock Exchange, the Sarbanes-Oxley Act of 2002 and the Securities and Exchange Commission. In addition, Committee members are prohibited from serving on more than two other public company audit committees. The Board of Directors has determined that each member of the Audit Committee is financially literate, that Messrs. Page and Smith and Mmes. Pianalto and Thompson each qualify as an audit committee financial expert (as defined in Securities and Exchange Commission rules) and that all members of the Audit Committee have accounting or related financial management expertise.

 
Compensation and Organization Committee
Met 4 times in 2017

The functions of the Compensation and Organization Committee include:

  • reviewing proposed organization or responsibility changes at the senior officer level;
  • evaluating the performance of the Company’s Chairman and Eaton Corporation’s Chief Executive Officer with input from all non-employee directors;
  • reviewing the performance evaluations of the other senior officers;
  • reviewing succession planning;
  • reviewing our practices for recruiting and developing a diverse talent pool;
  • determining the annual salaries and short- and long-term incentive opportunities for our senior officers;
  • establishing performance objectives under our short- and long-term incentive compensation plans and assessing performance against these objectives;
  • annually determining the aggregate amount of awards to be made under our short-term incentive compensation plans and adjusting those amounts as it deems appropriate within the terms of those plans;
  • annually determining the individual awards to be made to our senior officers under our short- and long-term incentive compensation plans;
  • overseeing our stock plans;
  • reviewing compensation practices as they relate to key employees to confirm that those plans remain equitable and competitive;
  • reviewing significant new employee benefit plans or significant changes in such plans or changes with a disproportionate effect on our officers or primarily benefiting key employees; and
  • issuing an annual report for our proxy statement regarding executive compensation.

Additional information on the Committee’s processes and procedures is contained in the Compensation Discussion and Analysis portion of this proxy statement beginning on page 23.

 
Executive Committee

The functions of the Executive Committee include:

  • acting on matters requiring Board action during the intervals between Board meetings; and
  • carrying out any function of the Board except for filling Board or Committee vacancies.

Mr. Arnold serves as Committee Chair. Each of the non-employee directors serves a four-month term on this Committee. The Committee did not meet in 2017.

 
Finance Committee
Met 2 times in 2017

The functions of the Finance Committee include:

  • the periodic review of our financial condition and the recommendation of financial policies to the Board;
  • analyzing Company policy regarding its debt-to-equity relationship;
  • reviewing and making recommendations to the Board regarding our dividend policy;
  • reviewing our cash flow, proposals for long- and short-term debt financing and the financial risk management program;
  • meeting with and reviewing the performance of the management pension committees and any other fiduciaries appointed by the Board for pension and profit-sharing retirement plans; and
  • reviewing the key assumptions used to calculate annual pension expense.
 
Governance Committee
Met 3 times in 2017

The responsibilities of the Governance Committee include:

  • recommending to the Board improvements in our corporate governance processes and any changes in the Board Governance Policies;
  • advising the Board on changes in the size and composition of the Board;
  • annually submitting to the Board candidates for members and chairs of each standing Board committee;
  • in consultation with the Chief Executive Officer of Eaton Corporation, identifying and recommending to the Board candidates for Board membership;
  • reviewing and recommending to the Board the nomination of directors for re-election;
  • overseeing the orientation of new directors and the ongoing education of the Board;
  • recommending to the Board compensation of non-employee directors;
  • administering the Board’s policy on director retirements and resignations; and
  • establishing guidelines and procedures to be used by the directors to evaluate the Board’s performance.

Other responsibilities include providing oversight on significant public policy issues with respect to our relationships with shareholders, employees, customers, competitors, suppliers and the communities in which we operate, including such areas as ethics, compliance, environmental, health and safety issues, community relations, government relations, charitable contributions and shareholder relations.

 
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