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. Mr. Arnold currently serves on the boards of Medtronic plc,
The Business Roundtable and University Hospitals Health System. He serves as a director of The
Greater Cleveland Partnership and United Way of Greater Cleveland. Mr. Arnold is also a member of
The Business Council and the advisory board 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 within 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.
Director Skills and Experience per Company’s Director Skills Matrix:
Director gender identification based on such Director’s
self-identification from the following:
Female, Male, Non-Binary
(2)
Director racial/ethnic identification based on such Director’s
self-identification from the
following: Asian,
Black/ African American, Hispanic/ Latin American, Indian/ South Asian, Middle Eastern/ North
African, Native American,
Alaska Native, Native Hawaiian, or other Pacific Islander, or White/ Caucasian
Silvio Napoli
Chief Executive Officer and Executive Chairman, Schindler Holding Ltd.
Silvio Napoli is Chief Executive Officer and Executive Chairman of the Board of Directors of Schindler
Holding Ltd., one of the world’s leading providers of elevators, escalators and related services. He
joined the Schindler Group in 1994. During his time with Schindler, he served in a number of leadership
roles including director of corporate development, president and chief executive officer of Schindler
India, president of Asia-Pacific, and as the company’s chief executive officer. He previously worked for
The Dow Chemical Company in Europe.
Director Skills and Qualifications:
As the Chief Executive Officer and executive chairman of a large
global industrial company, Mr. Napoli has extensive executive leadership experience and is very
knowledgeable in the management of industrial products and services. In particular, he has
considerable experience in the areas of talent development, financial management, manufacturing and
product innovation, and risk management. Mr. Napoli also brings a dynamic international business
perspective and global corporate strategy experience to the Board, which are of particular benefit in his
role as Chair of the Innovation and Technology Committee.
Director Skills and Experience per Company’s Director Skills Matrix:
Director gender identification based on such Director’s
self-identification from the following:
Female, Male, Non-Binary
(2)
Director racial/ethnic identification based on such Director’s
self-identification from the
following: Asian,
Black/ African American, Hispanic/ Latin American, Indian/ South Asian, Middle Eastern/ North
African, Native American,
Alaska Native, Native Hawaiian, or other Pacific Islander, or White/ Caucasian
Gregory R. Page
Retired Chairman and Chief Executive Officer, Cargill
Gregory R. Page is the retired Chairman and Chief Executive Officer of Cargill, 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 served as Executive Director from 2015
to 2016, after which he retired from the Cargill Board. He is a director of 3M and Deere & Company
and is non-executive chairman and a director of Corteva, Inc. Mr. Page is past Chairman and current
board member of Big Brothers Big Sisters of America, past President and a board member of the
Northern Star Council of the Boy Scouts of America, and a board member of Alight (fka the American
Refugee Committee).
Director Skills and 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,
succession management, and sustainable practices. Mr. Page’s experience and expertise enable him
to provide valuable insight on financial, operational and strategic matters. His senior leadership
experience is of particular benefit to Eaton in his role as Lead Director.
Director Skills and Experience per Company’s Director Skills Matrix:
Director gender identification based on such Director’s
self-identification from the following:
Female, Male, Non-Binary
(2)
Director racial/ethnic identification based on such Director’s
self-identification from the
following: Asian,
Black/ African American, Hispanic/ Latin American, Indian/ South Asian, Middle Eastern/ North
African, Native American,
Alaska Native, Native Hawaiian, or other Pacific Islander, or White/ Caucasian
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 Prudential Financial, Inc. Ms. Pianalto is an Executive in
Residence at the University of Akron. She is a lifetime trustee and past chair of the board of University
Hospitals Health System and life director and past chair of the board of United Way of Greater
Cleveland.
Director Skills and 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.
Director Skills and Experience per Company’s Director Skills Matrix:
Director gender identification based on such Director’s
self-identification from the following:
Female, Male, Non-Binary
(2)
Director racial/ethnic identification based on such Director’s
self-identification from the
following: Asian,
Black/ African American, Hispanic/ Latin American, Indian/ South Asian, Middle Eastern/ North
African, Native American,
Alaska Native, Native Hawaiian, or other Pacific Islander, or White/ Caucasian
Robert V. Pragada
Chief Executive Officer, Jacobs Solutions Inc.
Robert V. Pragada is the Chief Executive Officer and Director of Jacobs Solutions Inc., a professional
and technical solutions company that provides consulting, technical, scientific and project delivery
services for the government and private sector. Immediately prior to this role, Mr. Pragada served as
the president and chief operating officer of Jacobs Solutions Inc., where he had executive oversight of
the company’s global operations, which consist of the Aerospace, Technology, and Nuclear, and
Buildings, Infrastructure and Advanced Facilities lines of business. Prior to joining Jacobs in 2016, Mr.
Pragada served as president and chief executive officer of The Brock Group, Inc. from 2014-2016. He
also served in various senior management roles for Jacobs from 2006-2014 and for Kinetic Systems,
Inc. from 1998-2006. Mr. Pragada was a naval officer in the United States Navy from 1990-1998. He
serves on the boards of Dallas Regional Chamber and the US Naval Academy Foundation.
Director Skills and Qualifications:
As the Chief Executive Officer of a Fortune 500 company,
Mr. Pragada has strong business, technology, and executive leadership skills. He also brings to Eaton
extensive experience in mergers, acquisitions, and large-scale integrations. Mr. Pragada also has
significant experience of importance to the Company, including excellent business and cultural
transformation capabilities with proven results and deep expertise in organizational management and
dynamics.
Director Skills and Experience per Company’s Director Skills Matrix:
Director gender identification based on such Director’s
self-identification from the following:
Female, Male, Non-Binary
(2)
Director racial/ethnic identification based on such Director’s
self-identification from the
following: Asian,
Black/ African American, Hispanic/ Latin American, Indian/ South Asian, Middle Eastern/ North
African, Native American,
Alaska Native, Native Hawaiian, or other Pacific Islander, or White/ Caucasian
Lori J. Ryerkerk
Chairman, Chief Executive Officer and President, Celanese Corporation
Lori J. Ryerkerk is the Chairman, Chief Executive Officer and President and a director of Celanese
Corporation, a Fortune 500 global chemical and specialty materials company. Prior to joining Celanese
in May 2019, she was the Executive Vice President of Global Manufacturing of Shell Downstream Inc.
Ms. Ryerkerk joined Shell in May 2010 as Regional Vice President of Manufacturing in Europe and
Africa. In October 2013, she was named Executive Vice President of Global Manufacturing. Before
joining Shell, Ms. Ryerkerk was Senior Vice President, Refining, Supply and Terminals at Hess
Corporation from 2008 through 2010. Prior to that, she spent 24 years with ExxonMobil and served in a
variety of operational and senior leadership roles. Ms. Ryerkerk served on the board of Axalta Coating
Systems Limited from 2015 through 2019.
Director Skills and Qualifications:
As the Chief Executive Officer and a director of a company with
global engineering and manufacturing operations, Ms. Ryerkerk has executive leadership experience in
the area of industrial materials and products production. In particular, she has considerable experience
in leading global operations and managing complex technologies, engineering and supply chain
systems. Ms. Ryerkerk also brings an international business perspective, having previously spent time
in roles in Europe and Africa. Her experience with industrial companies and in responding to changing
market conditions are of particular benefit to Eaton. Her leadership experience also allows her to
provide guidance and oversight in her role as Chair of the Compensation and Organization Committee.
Director Skills and Experience per Company’s Director Skills Matrix:
Director gender identification based on such Director’s
self-identification from the following:
Female, Male, Non-Binary
(2)
Director racial/ethnic identification based on such Director’s
self-identification from the
following: Asian,
Black/ African American, Hispanic/ Latin American, Indian/ South Asian, Middle Eastern/ North
African, Native American,
Alaska Native, Native Hawaiian, or other Pacific Islander, or White/ Caucasian
Gerald B. Smith
Chairman, Smith Graham & Co.
Gerald B. Smith was a director of Cooper Industries plc from 2000 until 2012 and served as lead
independent director of Cooper Industries plc from 2007 to 2012. Mr. Smith joined the Board effective
upon the close of the Cooper acquisition. He is Chairman and former 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 was a member of the Board of Trustees and chair of the Investment Oversight
Committee for The Charles Schwab Family of Funds from 1990 until 2020. Mr. Smith also serves as a
director of ONEOK, Inc., a New York Stock Exchange listed natural gas diversified company, and a
director and chair of the Investment Committee of the New York Life Insurance Company. He serves as
Chairman of the Texas Southern University Foundation and a director of the Federal Reserve Bank of
Dallas, and a member of the Board of Trustees of Rice University’s Baker Institute for Public Policy.
Director Skills and 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 past experience as lead independent director
of Cooper provides ongoing institutional knowledge of legacy Cooper businesses and 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.
Director Skills and Experience per Company’s Director Skills Matrix:
Director gender identification based on such Director’s
self-identification from the following:
Female, Male, Non-Binary
(2)
Director racial/ethnic identification based on such Director’s
self-identification from the
following: Asian,
Black/ African American, Hispanic/ Latin American, Indian/ South Asian, Middle Eastern/ North
African, Native American,
Alaska Native, Native Hawaiian, or other Pacific Islander, or White/ Caucasian
Dorothy C. Thompson
Retired Chief Executive, Drax Group plc
Dorothy C. Thompson CBE is the retired Chief Executive and director of Drax Group plc, an
international renewable energy company, where she served from 2005 until her retirement in 2017.
Before joining Drax, Ms. Thompson managed InterGen NV’s European power business, was assistant
group treasurer at Powergen plc and worked at CDC Capital Partners, the private sector arm of the
British Government’s aid program. Ms. Thompson serves as an independent non-executive chair of
Rotork plc, a global flow control and instrumentation company. She also serves as non-executive chair
of Statera Energy Limited, a renewable energy company. Ms. Thompson was a member of the Court
of Directors of the Bank of England, where she also served as Chair of the Audit and Risk Committee
and Senior Independent Director. She also served from 2018 through 2021 as the non-executive chair
of Tullow Oil plc, the London Stock Exchange listed oil exploration and production company. She was
also a director of Johnson Matthey Plc from 2007 through 2016.
Director Skills and Qualifications:
As the Chief Executive of Drax, Ms. Thompson gained unique
insight into the sourcing, generation and supply of sustainable and renewable energy, positioning her
well to contribute invaluable expertise toward Eaton’s mission of accelerating the energy transition.
She also brings to the Board vast experience in all aspects of finance as well as an international
business perspective. Ms. Thompson’s prior work as Chair of the Audit and Risk Committee of the
Bank of England and Chair of Tullow Oil plc provide her with valuable financial and governance insight
and experience to the Board and Audit Committee of the Company. Her extensive experience is of
particular benefit to Eaton in her role as Chair of the Governance Committee.
Director Skills and Experience per Company’s Director Skills Matrix:
Director gender identification based on such Director’s
self-identification from the following:
Female, Male, Non-Binary
(2)
Director racial/ethnic identification based on such Director’s
self-identification from the
following: Asian,
Black/ African American, Hispanic/ Latin American, Indian/ South Asian, Middle Eastern/ North
African, Native American,
Alaska Native, Native Hawaiian, or other Pacific Islander, or White/ Caucasian
Darryl L. Wilson
Founder, Chairman and President, The Wilson Collective
Darryl L. Wilson is the founder, chairman and president of The Wilson Collective, a business advisory and
investment firm that invests in startup companies and provides resource and advisory services to a broad
base of global clients. Prior to his retirement in 2018, Mr. Wilson spent more than 30 years in global
leadership roles, with 25 years at General Electric and 5 years with British Petroleum NA. At General
Electric he held a number of leadership positions including vice president of commercial, GE Power
division, vice president and chief commercial officer of GE Distributed Power, vice president GE Energy
Connections, president and chief executive officer of GE Aeroderivative Gas Turbines, president and chief
executive officer, GE Consumer and Industrial Asia Pacific and India, president and chief executive officer,
GE Consumer Products, Europe, Middle East and Africa and general manager GE Automotive Lighting.
Mr. Wilson serves as an independent non-executive director of NextEra Energy, Inc., a New York Stock
Exchange listed energy company. He serves as independent non-executive director of Primerica, Inc., a
financial services company. He also is a director of Genserve, Inc. and formerly Chairman of the board of
the Federal Reserve Bank of Dallas, Houston branch. He also serves on the boards of The Houston
Endowment, Good Reason Houston and the Texas Children’s Hospital.
Director Skills and Qualifications:
Mr. Wilson has extensive global leadership experience in
operations, commercial management, global manufacturing, digitization and services. He brings
product domain expertise in electrical power generation, power management, grid, aeroderivatives,
motors, lighting and appliances. As a result of his international assignments, he also brings a global
perspective to manufacturing, services and growth. Mr. Wilson brings extensive electrical industry
experience to Eaton. He also has significant governance and committee experience and experiences of
importance to the Company, including management of various global businesses in various industries.
Director Skills and Experience per Company’s Director Skills Matrix:
Director gender identification based on such Director’s
self-identification from the following:
Female, Male, Non-Binary
(2)
Director racial/ethnic identification based on such Director’s
self-identification from the
following: Asian,
Black/ African American, Hispanic/ Latin American, Indian/ South Asian, Middle Eastern/ North
African, Native American,
Alaska Native, Native Hawaiian, or other Pacific Islander, or White/ Caucasian
The functions of the Audit Committee include assisting the Board in overseeing:
the integrity of our consolidated financial statements
and our 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 Chief Financial Officer, Executive Vice President and Chief Legal Officer, Senior Vice
President-Internal Audit, Executive Vice President and Chief Information Officer, 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 Mr. Smith and Mses. 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.
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
27.
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 Retirement & Investment Committee 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.
The responsibilities of the Governance Committee include:
recommending to the Board improvements in our
corporate governance processes and any changes in the
Board Governance Guidelines;
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.
The responsibilities of the Innovation & Technology Committee include:
reviewing technology trends that could have a material
impact on the Company;
monitoring and reviewing the Company’s innovation and
technology strategy;
reviewing the Company’s innovation related investments,
engineering tools and organizational priorities;
evaluating and reviewing the Company’s capital
allocation process relative to its capacity to carry out the
work deemed necessary;
reviewing the Company’s engineering organizational
structure and key members of the engineering leadership
team;
reviewing significant potential acquisitions, partnerships
or other corporate development opportunities intended to
support the Company’s innovation and technology
investment strategy; and
evaluating the Company’s competitiveness from a
technology standpoint.
