Eaton’s Code of Ethics and Board of Directors Governance Guidelines help us “do business right.” For more information
about our governance programs and Board of Directors, see Proposal 1 beginning on page 6.
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. Mr. Arnold currently serves on the board of Medtronic plc. He
also serves as a director of The Greater Cleveland Partnership and United Way of Greater Cleveland. He
is a member of the Business Roundtable, The Business Council and the advisory board of The Salvation
Army of Greater Cleveland. As previously announced, Mr. Arnold intends to serve on the Board until
May 31, 2025 when he will retire from his positions as the Chairman of the Board and Chief Executive
Officer of Eaton Corporation.
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
Chairman and Retired Chief Executive Officer, Schindler Holding Ltd.
Silvio Napoli is the Chairman of the Board of Directors and retired Chief Executive Officer 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, most recently, as the company’s chief executive officer until his
retirement in January 2025. Mr. Napoli has decided not to stand for re-election as a director of
Schindler at its next General Meeting of Shareholders on March 25, 2025. He previously worked for
The Dow Chemical Company in Europe.
Director Skills and Qualifications:
With his experience 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
of Cargill 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 Company and
Deere & Company and is non-executive chair of Corteva, Inc. Mr. Page is 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 First Vice President and Chief
Operating Officer in 1993. Before joining the Bank, she 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. Ms. Pianalto currently serves as a director of Prudential Financial, Inc. She is a former
director of The J. M. Smucker Company and FirstEnergy Corp. She is a trustee of the University of
Akron Foundation, 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
Chair and Chief Executive Officer, Jacobs Solutions Inc.
Robert V. Pragada is the Chair and Chief Executive Officer 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. He has served as a director and Chief Executive Officer of
Jacobs since January 2023 and as Chair of Jacobs since September 2024. Prior to that, he served as
the President and Chief Operating Officer of Jacobs from November 2019 to January 2023, 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, the
President of Global Industrial and Buildings & Infrastructure from 2016 to 2019, and various senior
management roles since joining Jacobs in 2006. From 2014 to 2016, Mr. Pragada served as President
and Chief Executive Officer of The Brock Group, Inc. Mr. Pragada was a naval officer in the United
States Navy from 1990 to 1999. He currently serves on the boards of Dallas Regional Chamber and the
US Naval Academy Foundation.
Director Skills and Qualifications:
As the Chair and 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.
Paulo Ruiz
President and Chief Operating Officer, Eaton Corporation
Paulo Ruiz is President and Chief Operating Officer of Eaton Corporation. Mr. Ruiz became President
and Chief Operating Officer on September 2, 2024 and also joined the Company’s Board of Directors
at that same time. Effective June 1, 2025, Mr. Ruiz will become Chief Executive Officer of Eaton. Since
joining Eaton in April 2019, Mr. Ruiz served as Hydraulics Group President from April 2019 to August
2021, President, Energy Solutions and Services from August 2021 to July 2022, and President and
Chief Operating Officer of the Industrial Sector from July 2022 to September 2024.
Director Skills and Qualifications:
Mr. Ruiz has been an invaluable leader within Eaton’s management
team since joining the Company. His expertise in operations and strong global manufacturing
background, as well as his experience overseeing critical aspects of the Company’s portfolio
transformation, make him well-positioned to lead Eaton through the next phase of the Company’s
growth and allow him to bring to the Board pertinent and informed insight on the Company’s direction
and strategic opportunities.
Director Skills and Experience per Company’s Director Skills Matrix:
President and Chief Operating Officer, Eaton Corporation
Committees:
None
(1)
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
Retired Chairman, Chief Executive Officer and President, Celanese Corporation
Lori J. Ryerkerk served as the Chairman, Chief Executive Officer and President of Celanese
Corporation, a Fortune 500 global chemical and specialty materials company, until she stepped down
from those positions in December 2024. She served as a director and Chief Executive Officer and
President of Celanese since May 2019 and as Chairman of Celanese since April 2020. Prior to joining
Celanese in May 2019, Ms. Ryerkerk served as the Executive Vice President of Global Manufacturing of
Shell Downstream Inc. from October 2013 to May 2019 after joining Shell in May 2010 as Regional Vice
President of Manufacturing in Europe and Africa. Before joining Shell, she was Senior Vice President,
Refining, Supply and Terminals at Hess Corporation from 2008 to 2010. Prior to that, she spent
24 years with ExxonMobil and served in a variety of operational and senior leadership roles. Ms.
Ryerkerk currently serves as a director of Norfolk Southern Corporation. She previously served as a
director of Celanese Corporation and Axalta Coating Systems Limited.
Director Skills and Qualifications:
As former Chairman, Chief Executive Officer and President 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.
Andre Schulten
Chief Financial Officer, The Procter & Gamble Company
Andre Schulten is the Chief Financial Officer of The Procter & Gamble Company, a world-leading
multinational consumer goods company. He has been serving in this role since March 2021. Prior to
that, he was Senior Vice President, Baby Care, North America from May 2018 to February 2021. Since
Joining P&G in 1996, Mr. Schulten has served in several finance and accounting management roles in
North America, Europe and Asia, and has provided leadership for product portfolio strategy, installing
new business models and supply chain redesign across global markets.
Director Skills and Qualifications:
As a current public company Chief Financial Officer, Mr. Schulten
brings significant experience in finance, accounting and global enterprise leadership to the Board. His
service in numerous finance and accounting management positions at P&G allow him to contribute
significantly to the Board’s oversight of risks relating to the Company’s financial reporting and internal
controls and other matters relevant to public companies with global operations. He also has extensive
experience in business restructuring, integration and growth strategy work, which enable him to
provide the Board with a meaningful perspective on Eaton’s global operations and business strategy.
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
Retired 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 served as Chairman of Smith Graham & Co., an
investment management firm that he founded in 1990, until his retirement in December 2024 and
Chief Executive Officer of Smith Graham until 2023. Prior to launching Smith Graham, he served as
Senior Vice President and Director of Fixed Income for Underwood Neuhaus & Company. He was a
director of the Federal Reserve Bank of Dallas from 2018 to 2023, a director and chair of the
Investment Committee of the New York Life Insurance Company from 2012 to 2023, and a member of
the Board of Trustees and chair of the Investment Oversight Committee for The Charles Schwab Family
of Funds from 1990 to 2020. Mr. Smith serves as a director of ONEOK, Inc., a natural gas diversified
company, 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.
Karenann Terrell
Retired Chief Digital and Technology Officer, GSK plc
Karenann Terrell is the retired Chief Digital and Technology Officer of GSK plc (GlaxoSmithKline), a
British multinational pharmaceutical and biotechnology company, where she served in the role from
2017 until her retirement in December 2021. Prior to that, Ms. Terrell served as the Chief Information
Officer of Walmart Inc. Before joining Walmart, Ms. Terrell was the Chief Information Officer of Baxter
International. Earlier in her career, with her background in electrical engineering, she served in various
roles of increasing responsibility with DaimlerChrysler AG and General Motors Company. Ms. Terrell is
a director of UiPath Inc. She also serves on the boards of Fractal Analytics, a global provider of artificial
intelligence and advanced analytics, and Switch, Inc. a global technology company. Ms. Terrell
previously served on the board of Pluralsight, Inc.
Director Skills and Qualifications:
Ms. Terrell brings deep digital expertise, extensive technology
experience and global perspective to the Board. Through her leadership positions, including Chief
Digital and Technology Officer of GSK plc and Chief Information Officer of Walmart Inc., and her
background in electrical engineering, she gained significant knowledge of data & technology and digital
fields and transformation of these areas over time, which allow her to provide the Board with a
valuable perspective on Eaton's operational and strategic matters.
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 from 2014 to 2022, where she also served as Chair of the Audit
and Risk Committee and Senior Independent Director. She served from 2018 to 2021 as the
non-executive chair of Tullow Oil plc, the London Stock Exchange listed oil exploration and
production company.
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 35 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, commercial of
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, EMEA, and general manager, GE Automotive Lighting.
Mr. Wilson serves as a director of NextEra Energy, Inc., Primerica, Inc., and Solventum Corporation.
He also serves on the boards of The Houston Endowment, Good Reason Houston and the Texas
Children’s Hospital. He is a former Chairman of the board of the Federal Reserve Bank of Dallas,
Houston branch.
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 responsibilities 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 promote 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 Executive Vice President and 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 NYSE, the Sarbanes-Oxley Act of 2002 and the SEC. In addition, Committee members are
prohibited from serving on more than two other public company audit committees. The Board has determined that each
member of the Audit Committee is financially literate, that Messrs. Schulten and Smith and Mses. Pianalto and
Thompson each qualify as an audit committee financial expert (as defined in SEC rules) and that all members of the
Audit Committee have accounting or related financial management expertise.
The responsibilities of the Compensation and Organization Committee include:
reviewing proposed organization or responsibility changes
at the senior officer level;
evaluating the performance of the CEO 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
28.
The responsibilities 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 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 CEO 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 affairs, 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,
including engineering and information technology 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 and information
technology organizational structures and key members of
the leadership teams;
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.
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