Eaton Corp plc DEF 14A, filed Mar 17, 2023

Eaton Corp plc (ETN)

DEF 14A 2023-03-17

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Added on June 12, 2026

About this DEF 14A

Eaton Corp plc filed this DEF 14A on March 17, 2023.

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	Preliminary Proxy Statement
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	Definitive Proxy Statement
	Definitive Additional Materials
	Soliciting Material under §240.14a-12

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Date: Time: Location:	April 26, 2023 9:00 a.m. local time Eaton House 30 Pembroke Road Dublin 4, Ireland
Record date: February 27, 2023
Online proxy delivery and voting: As permitted by the Securities and Exchange Commission (“SEC”), we are making this proxy statement, the Company’s annual report to shareholders and our Irish Statutory Accounts available to our shareholders electronically via the Internet. We believe electronic delivery expedites your receipt of materials, reduces the environmental impact of our Annual General Meeting and reduces costs significantly. The Notice Regarding Internet Availability of Proxy Materials (the “Notice”) contains instructions on how you can access the proxy materials and how to vote online. If you received the Notice by mail, you will not receive a printed copy of the proxy materials unless you request one in accordance with the instructions provided in the Notice. The Notice has been mailed to shareholders commencing on March 17, 2023.

Proposals	Board Voting Recommendations		Page
Proposal 1 To elect the 10 director nominees named in this Proxy Statement		FOR each nominee	6
Proposal 2 To appoint Ernst & Young as independent auditor for the 2023 fiscal year and to authorize the Audit Committee to set the auditor fees		FOR	24
Proposal 3 To approve, on an advisory (non-binding) basis, our named executive officers’ compensation as described in this Proxy Statement		FOR	26
Proposal 4 To approve, on an advisory (non-binding) basis, the appropriate interval (whether 1, 2 or 3 years) for a shareholder vote to approve the compensation of named executive officers		Every Year	68
Proposal 5 To grant the Board authority to issue shares under Irish law		FOR	72
Proposal 6 To grant the Board authority to opt-out of pre-emption rights under Irish law		FOR	73
Proposal 7 To authorize the Company and any subsidiaries of the Company to make overseas market purchases of Company shares		FOR	75

Board and Governance Information		Board and Governance Information
Number of new Directors added in the last three years	3	Mandatory retirement Age	Yes
Board Meetings Held in 2022 (average Director attendance 97.79%)	4	Proxy access rights for shareholders	Yes
Diverse Board committee chairs	Yes	Holders of 10% of the outstanding stock may call a special meeting of shareholders	Yes
Annual election of all Directors	Yes	Board orientation and Continuing Education Program	Yes
Majority voting for Directors	Yes	Board-level oversight of Environmental, Social & Governance (ESG) matters	Yes
Lead independent Director	Yes	Code of Ethics for Directors, officers and employees	Yes
Independent Directors meet without management present	Yes	Succession planning	Yes
Director stock ownership guidelines	Yes	Sustainability reporting: SASB, TCFD and GRI	Yes

What We Do:		What We Don’t Do:
Focus on long-term compensation to deliver rewards based on sustained performance over time Stock ownership requirements for executives (6X base salary for CEO) Caps in our short- and long-term incentive plans prevent unintended windfalls Compensation recovery policy (clawbacks) Use different metrics in short- and long-term incentive plans which focus on absolute and relative performance		No employment contracts with any salaried U.S. employees, including named executive officers No hedging or pledging of our shares No dividend or dividend equivalent payments on unearned performance-based grants No repricing of stock options and no discounted stock options No tax gross-ups

Craig Arnold			Director since 2015 Age 62
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:
• Operations and Manufacturing • Innovation and Technology • Cybersecurity	• Risk Management • Human Capital Management • Financial	• Mergers and Acquisition • Global • Regulatory and Government

Olivier Leonetti			Director since 2019 Age 58
Executive Vice President and Chief Financial Officer, Johnson Controls International plc
Olivier Leonetti is Executive Vice President and Chief Financial Officer of Johnson Controls International plc, a global leader in building technology and connected solutions for fire, HVAC and security equipment for buildings. Prior to joining Johnson Controls in 2020, he served as chief financial officer of Zebra Technologies Corporation, a global provider of enterprise solutions software, services and products from November 2016 through August 2020 and as chief financial officer of Western Digital Corporation, an industry leading provider of storage technologies and solutions, from 2014 to 2016. Mr. Leonetti served as Vice President, Finance – Global Commercial Organization at Amgen, Inc. from 2011 to 2014. From 1997 to 2011, he served in various senior finance positions with increasing responsibility at Dell Inc., including as Vice President, Finance. He is a board member of Junior Achievement of Chicago. Director Skills and Qualifications: Mr. Leonetti has comprehensive knowledge of financial accounting standards and extensive experience in accounting, tax, treasury, financial planning and investor relations. He has significant experience of importance to the Company, including management of global businesses in various industries, oversight of large corporate transactions, experience with capital markets, global corporate strategy, management of business services and IT functions, and leadership of operational excellence initiatives. Mr. Leonetti’s experience with technological products and information technology is of particular importance to Eaton as our products evolve to meet customer needs.
Director Skills and Experience per Company’s Director Skills Matrix:
• Operations and Manufacturing • Innovation and Technology • Cybersecurity	• Risk Management • Human Capital Management • Financial	• Mergers and Acquisition • Global • Regulatory and Government

Silvio Napoli			Director since 2019 Age 57
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 the company, 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:
• Operations and Manufacturing • Innovation and Technology • Cybersecurity	• Risk Management • Human Capital Management • Financial	• Mergers and Acquisition • Global • Regulatory and Government

Gregory R. Page			Lead Director Director since 2003 Age 71
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:
• Operations and Manufacturing • Innovation and Technology	• Risk Management • Human Capital Management • Financial	• Mergers and Acquisition • Global • Regulatory and Government

Sandra Pianalto			Director since 2014 Age 68
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 and 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:
• Operations and Manufacturing • Innovation and Technology • Cybersecurity	• Risk Management • Human Capital Management • Financial	• Mergers and Acquisition • Global • Regulatory and Government

Robert V. Pragada			Director since 2021 Age 54
Chief Executive Officer, Jacobs Engineering Group, Inc.
Robert V. Pragada is the Chief Executive Officer and Director of Jacobs Engineering Group, 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 Engineering Group, 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:
• Operations and Manufacturing • Innovation and Technology • Cybersecurity	• Risk Management • Human Capital Management • Financial	• Mergers and Acquisition • Global • Regulatory and Government

Lori J. Ryerkerk			Director since 2020 Age 60
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:
• Operations and Manufacturing • Innovation and Technology • Cybersecurity	• Risk Management • Human Capital Management • Financial	• Mergers and Acquisition • Global • Regulatory and Government

Gerald B. Smith			Director since 2012 Age 72
Chairman and Chief Executive Officer, 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 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:
• Operations and Manufacturing • Innovation and Technology • Cybersecurity	• Risk Management • Human Capital Management • Financial	• Mergers and Acquisition • Global • Regulatory and Government

Dorothy C. Thompson			Director since 2016 Age 62
Retired Chief Executive, Drax Group plc
Dorothy C. Thompson CBE is the retired Chief Executive and director of Drax Group plc, an international electricity and 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 director and chair designate of Rotork plc, a global flow control and instrumentation 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:
• Operations and Manufacturing • Innovation and Technology • Cybersecurity	• Risk Management • Human Capital Management • Financial	• Mergers and Acquisition • Global • Regulatory and Government

Darryl L. Wilson			Director since 2021 Age 59
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. He is a director of NextEra Energy, Inc., 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:
• Operations and Manufacturing • Innovation and Technology • Cybersecurity	• Risk Management • Human Capital Management • Financial	• Mergers and Acquisition • Global • Regulatory and Government

Skills and experience in Company’s Director Skills Matrix	Percentage of Director Nominees who possess such skills and experience
Financial, Global, Human Capital Management, Innovation & Technology, M&A, Operations & Manufacturing, Regulatory / Government, and Risk Management	100%
Cybersecurity	90%

Audit Committee		Met 5 times in 2022

Gerald B. Smith (Chair) Olivier Leonetti Sandra Pianalto Dorothy C. Thompson Darryl L. Wilson	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, Senior 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 Messrs. Leonetti and 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.

Compensation and Organization Committee		Met 4 times in 2022

Lori J. Ryerkerk (Chair) Deborah L. McCoy Silvio Napoli Gregory R. Page Robert V. Pragada	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 28.

Executive Committee		Did not meet in 2022

Craig Arnold (Chair) Silvio Napoli Sandra Pianalto Gregory R. Page Lori J. Ryerkerk Gerald B. Smith Dorothy C. Thompson	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. The Lead Director and the chairs of each Board Committee serve as members of the Executive Committee.

Finance Committee		Met 2 times in 2022

Sandra Pianalto (Chair) Olivier Leonetti Silvio Napoli Robert V. Pragada Lori J. Ryerkerk	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 4 times in 2022

Dorothy C. Thompson (Chair) Deborah L. McCoy Gregory R. Page Gerald B. Smith Darryl L. Wilson	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.

Innovation & Technology Committee		Met 2 times in 2022

Silvio Napoli (Chair) Olivier Leonetti Sandra Pianalto Robert V. Pragada Lori J. Ryerkerk	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.

Board Responsibilities
The Board is responsible for overseeing the strategic planning process and reviewing and monitoring management’s execution of the corporate and business plan. The Board receives updates from senior management and periodically from outside advisors regarding significant risks facing the Company. The Board and its committees exercise their risk oversight function by carefully evaluating the reports they receive from management and by making inquiries of management with respect to areas of particular interest to the Board.
Audit Committee • Reviews risks related to internal controls, disclosure, financial reporting and legal and compliance matters. • Reviews risks related to cybersecurity. • Meets regularly in closed-door sessions with our internal and external auditors and our senior leaders, including the senior members of the Finance function, the Executive Vice President and Chief Legal Officer, and the Senior Vice President-Global Ethics and Compliance. • Senior leadership regularly briefs the Audit Committee on cyber/information security risks.	Compensation & Organization Committee • Reviews risks related to succession planning for the Company’s senior officers. • Reviews risks associated with the Company’s compensation programs to ensure that incentive compensation arrangements for senior executives do not encourage inappropriate risk taking, as discussed further below under “Relationship Between Compensation Plans and Risk” on page 47. • Reviews matters under the social pillar of ESG, which may include matters such as employee engagement, culture, training and development, inclusion and diversity and pay equity.	Governance Committee • Reviews risks related to corporate governance, such as director independence and related person transactions. • Reviews risks associated with the environment, health and safety. • Reviews other significant public policy issues, such as ethics and compliance, public and community affairs, shareholder relations, and matters related to the Company’s environmental and governance pillars of ESG.	Finance Committee • Reviews risks related to our financial condition and financial policies. • Reviews risks related to our policy with respect to our debt-to-equity relationship.	Innovation & Technology Committee • Reviews risks related to emerging technologies and digital trends, and how these translate into new products and services developments of the Company. • Oversees the Company’s enterprise-wide technology and digital innovation strategy.
Management Responsibilities • Management continually monitors the material risks facing the Company, including strategic risk, financial risk, operational risk, and legal and compliance risk. • Ensures that information with respect to any material risks is provided to the Board of Directors. • Implements appropriate risk management strategies. • Integrates risk management into our decision-making process. • Attends committee meetings and reports on matters that may not be otherwise addressed.

	2022	2021
Audit Fees	$20.5 million	$18.6 million
Includes Sarbanes-Oxley Section 404 attest services
Audit-Related Fees	$1.2 million	$1.3 million
Includes business acquisitions and divestitures
Tax Fees	$1.6 million	$2.1 million
Tax compliance services	$0.7 million	$0.7 million
Tax advisory services	$0.9 million	$1.4 million
All Other Fees	$0	$0

Name	Title
Craig Arnold	Chairman of the Company and Chief Executive Officer
Thomas Okray	Executive Vice President and Chief Financial Officer
Heath Monesmith	President and Chief Operating Officer – Electrical Sector
Paulo Ruiz	President and Chief Operating Officer – Industrial Sector
Brian Brickhouse	President – Americas Region, Electrical Sector
Uday Yadav⁽¹⁾	Former President and Chief Operating Officer – Electrical Sector
(1) Mr. Yadav’s employment with the Company ended April 22, 2022.

	Threshold	Target		Maximum
	Threshold	Target	Actual Results	Maximum
Relative Ranking	TSR is positive but ranks the lowest among the peers	50^th Percentile	88.8^t^h Percentile	100^th Percentile
Adjustment Factor	25%	100%	178%	200%

Eaton Corp plc DEF 14A, filed Mar 17, 2023

About this DEF 14A

Notice of Eaton Corporation plc’s Annual General Meeting

MEETING AGENDA:

Table of Contents

Proxy Summary

MEETING AGENDA VOTING MATTERS

BOARD AND GOVERNANCE FACTS

DIRECTOR NOMINEES

LINKING PAY WITH PERFORMANCE

Pay for Performance Culture

EXECUTIVE COMPENSATION

Executive Compensation Program Highlights

2022 EXECUTIVE COMPENSATION PRACTICES

Proposal 1:

OUR NOMINEES

HOW NOMINEES ARE CHOSEN

Director Nomination Process

Director Qualifications and Board Diversity

Shareholder Recommendations of Director Candidates

DIRECTOR INDEPENDENCE

Review of Related Person Transactions

BOARD COMMITTEES

Committee Charters and Guidelines

BOARD MEETINGS AND ATTENDANCE AT ANNUAL GENERAL MEETING

BOARD GOVERNANCE GUIDELINES

EXECUTIVE SESSIONS OF THE NON-EMPLOYEE DIRECTORS

LEADERSHIP STRUCTURE

Lead Director

SHAREHOLDER ENGAGEMENT

OVERSIGHT OF RISK MANAGEMENT

OVERSIGHT OF ESG

COMMITMENT TO SUSTAINABILITY AND ESG

CODE OF ETHICS

COMMUNICATING WITH THE BOARD

Proposal 2:

AUDIT COMMITTEE REPORT

Proposal 3:

NAMED EXECUTIVE OFFICERS’ COMPENSATION PROGRAM HIGHLIGHTS

Executive Compensation Table of Contents

Compensation Discussion and Analysis

EXECUTIVE SUMMARY

Executive Compensation Philosophy

Pay for Performance Culture

Summary of 2022 Performance-Based Incentive Plan Payouts

Short-Term Incentives

Long-Term Incentives

Review of 2022 Advisory Vote on Executive Compensation

2022 CEO REALIZED PAY AND OUR PERFORMANCE

COMPENSATION REALIZED BY OUR CHIEF EXECUTIVE OFFICER IN 2022

ROLE OF THE COMPENSATION AND ORGANIZATION COMMITTEE

Membership and Responsibilities

Use of Consultants

HOW WE ESTABLISH AND VALIDATE PAY

Total Compensation Analysis and Planning Process (November – February)

Evaluating Pay

COMPONENTS OF COMPENSATION

OVERVIEW OF OUR PRIMARY COMPENSATION COMPONENTS

Base Salary

Short-Term Performance-Based Compensation

Long-Term Incentive Compensation

Long-Term Incentives Granted in 2022

HEALTH AND WELFARE, RETIREMENT AND OTHER BENEFIT PLANS

Health and Welfare Benefits and Retirement Income Plans

Other Retirement and Compensation Arrangements

Deferral Plans

Personal Benefits

Employment Contracts, Change of Control Agreements and Severance Benefits

Limited Tax Protection for Relocation and Foreign Assignments

Use of Our Aircraft

EXECUTIVE COMPENSATION POLICIES AND GUIDELINES

Share Ownership Requirements

Anti-Hedging and Pledging

Clawback Policy

Tax and Accounting Considerations

RELATIONSHIP BETWEEN COMPENSATION PLANS AND RISK

Compensation and Organization Committee Annual Risk Assessment

COMPENSATION AND ORGANIZATION COMMITTEE REPORT

Compensation Tables

2022 SUMMARY COMPENSATION TABLE

Compensation Component	Period Earned	Description	Target	Amount Earned
Annual Compensation
Base Salary	2022	We generally target the market median when establishing base salaries. Mr. Arnold did not receive a base salary increase in 2022.	n/a	$	1,400,000
Short-Term Incentive	2022	Mr. Arnold’s target was 160% of base salary. His actual award of 87% of his individual target is consistent with awards delivered to other executives. For more information on this payment, please see “2022 Short-Term Incentive Awards”.	$2,240,000	$	1,952,160
Total Annual Cash				$	3,352,160
Realized Value from Long-Term Incentives
Stock Option Exercises	2019-2022	The gains upon exercise of stock options were based on the increase in our stock price over the period in which Mr. Arnold held the options. Additional details, including the number of shares exercised, are reported in the “Option Exercises and Stock Vested in 2022” table on page 54.	n/a	$	93,094
Performance & Restricted Share Unit Vesting	2019-2022	This represents the vesting of RSUs that were granted in 2019, 2020, and 2021 and PSUs for the 2019-2021 ESIP award period that vested in 2022. This is reported in the “Option Exercises and Stock Vested in 2022” table on page 54.	n/a	$	21,867,588
Total Long-Term				$	21,960,682
All Other Compensation		Includes the items disclosed as “Other Compensation” in the Summary Compensation Table.	n/a	$	211,465
TOTAL REALIZED COMPENSATION				$	25,524,307
The long-term incentive opportunities listed below were earned during a performance period that ended on December 31, 2022 but did not vest until February 22, 2023. The amount realized upon the vesting of these awards will be reported in our 2024 proxy statement. Therefore, these amounts are not included in the table above.
2020-2022 ESIP	2020-2022	Executives earned 178% of the target number of performance share units that were granted in 2020. Dividend equivalents were paid in cash based on the earned number of share units and the aggregate dividend paid to shareholders over the award period.	$4,875,000 expressed as 50,050 PSUs		89,089 earned PSUs

Compensation Tasks		Organizational Tasks
• Reviews, approves, and oversees all of our executive compensation plans, including our stock plans; • Establishes performance objectives under our short- and long-term incentive compensation plans; • Determines the attainment of those performance objectives and the awards to be made to our senior officers under our short- and long-term incentive compensation plans; • Determines the compensation for our senior officers, including salary and short- and long-term incentive opportunities; • Reviews compensation practices relating to key employees to confirm that these practices remain equitable and competitive; and • Reviews new benefit plans or significant changes in such plans or changes with a disproportionate effect on our officers or primarily benefiting key employees.		• Evaluates the performance of the CEO, with input from all non-employee directors; • Reviews the performance capabilities of the other senior officers based on input from the CEO; • Reviews succession planning for officer positions including the position of the CEO; • Reviews proposed organization or responsibility changes at the senior officer level; and • Reviews our practices for the recruitment and development of a diverse talent pool.

Analysis	Data Source	Purpose	How It’s Used	When It’s Conducted
Market Analysis	Aon and Willis Towers Watson executive compensation databases	Setting pay for our executives	Setting base pay and short- and long-term incentive targets for the next year/award cycle	November — February
Performance Assessments	Executive feedback	Evaluating individual performance based on input from the CEO	Determining the short-term incentive award payments for the award period that recently ended and in determining merit increases and adjusting individual award opportunities for the next award cycle	November — February
Tally Sheets	Internal compensation and benefits data	Evaluating total remuneration and internal pay equity of our executives	Evaluating the total remuneration and projected payments to the named executive officers under various termination scenarios. This helps to determine if each executive’s compensation package is appropriately aligned with that of internal peers and whether any adjustment to our compensation plans or programs, or an individual’s pay package, is necessary.	February
Peer Pay and Performance Analysis	Publicly available financial and compensation information as reported by the companies that we have identified as peers for compensation and strategic planning purposes	Evaluating pay and performance to validate individual compensation plans that were established in February	Comparing pay and performance results with that of the peer group to determine the efficacy of the “Total Compensation Analysis and Planning Process”. This study also provides insight into how competitors establish their pay for performance profile.	July
Executive Compensation Program Audit	External market data compiled by the Committee’s independent consultant	Comprehensive review of all executive compensation, benefit, and perquisite programs and design features	This report compares our programs to prevalent practices in the external market to ensure alignment with the market and best in class governance practices	October

2022 Compensation Peer Group
3M Company	ABB Ltd.	Aptiv, plc
Carrier Global Corporation	Caterpillar Inc.	Cummins Inc.
Deere & Company	Dover Corporation	Emerson Electric Company
Honeywell International Inc.	Illinois Tool Works Inc.	International Paper Company
Johnson Controls International plc	Lear Corporation	Northrop Grumman Corporation
Otis Worldwide Corporation	PACCAR Inc.	Parker-Hannifin Corporation
Rockwell Automation, Inc.	Stanley Black & Decker, Inc.	TE Connectivity Ltd.
Trane Technologies plc	Whirlpool Corporation

Component		Description	Form/Timing of Payout
Base salary		Levels reflect job responsibilities and market competition	Paid in cash throughout the year
Short-term incentive		Executive Incentive Compensation Plan (EIC) – Cash incentive tied to the following performance metrics: Adjusted Earnings Per Share (EPS) and Adjusted Operating Cash Flow (OCF) goals as well as business unit and individual performance criteria which include environmental, social and governance measures	Paid in cash after the year has ended and performance has been measured Executives can choose to defer payments under our Deferred Incentive Compensation Plan II
Long-term incentives		Executive Strategic Incentive Program (ESIP) – Long-term performance-based incentive tied to the following performance metric:	Awards are distributed in Eaton ordinary shares after the 3-year award period has ended and performance has been measured
	50% Performance- Based Long-Term Incentive (ESIP)	Relative Total Shareholder Return ESIP opportunities are denominated in performance share units (PSUs) and settled in Eaton ordinary shares Value realization depends on our stock performance
	25% RSUs 25% stock options	Restricted Share Units (RSUs) and stock options – Long-term incentives that vest over time based on continued service to our company Value realization depends on our stock performance	Vesting in approximately equal annual installments over 3 years
Other performance and retention grants		Retention restricted share units – Granted on rare occasions to foster engagement and retention May be tied to achievement of performance objectives Value realization depends on our stock performance	Vesting periods range from 3 to 10 years

Executive	Increase %	New Base Salary
C. Arnold	0.00%	$1,400,000
T. Okray	3.50%	$853,875
H. Monesmith	10.65%	$725,000
P. Ruiz	9.78%	$685,000
B. Brickhouse	3.00%	$659,715
U. Yadav	3.50%	$828,742

Executive	EIC Target as a % of Salary	EIC Target $		Adjusted EPS and Adjusted OCF Results		Business Unit/Individual Performance Factor		Award	Award as % of Target
C. Arnold	160%	$2,240,000	x	83%	x	105%	=	$1,952,160	87%
T. Okray	100%	$853,875	x	83%	x	105%	=	$744,152	87%
H. Monesmith	100%	$701,568	x	83%	x	100%	=	$582,301	83%
P. Ruiz	83%	$550,444	x	83%	x	99.5%	=	$454,858	83%
B. Brickhouse	85%	$560,758	x	83%	x	102%	=	$474,598	85%
U. Yadav⁽¹⁾	100%	$276,247	x	83%	x	100%	=	$229,285	83%
(1) Mr. Yadav’s award was prorated based on the number of months he was actively employed during the award period.

Company Name	TSR	Absolute Ranking Prior to Peer Removal	Adjusted Ranking Following Peer Removal⁽¹⁾	Adjustment Factor (Linear Interpolation From 0% to 200%, Rounded to Whole Percent)
Deere & Company	164.91%	1	1	200%
Hubbell, Inc.	78.80%	2	2	189%
Eaton Corporation	76.88%	3	3	178%
Schneider Electric SE	58.19%	4	4	167%
Cummins Inc.	56.08%	5	5	155%
Parker-Hannifin Corporation	50.80%	6	6	144%
ABB Ltd.	48.96%	7	7	133%
Siemens Aktiengesellschaft	38.04%	8	8	122%
Rockwell Automation	36.09%	9	9	111%
Emerson Electric Co.	35.97%	10	10	100%
Illinois Tool Works, Inc.	32.43%	12	11	89%
Honeywell International Inc.	28.01%	13	12	78%
Dover Corporation	23.30%	14	13	67%
Legrand SA	13.28%	16	14	55%
BorgWarner Inc.	12.74%	17	15	44%
Allison Transmission Holdings Inc.	-1.87%	18	16	33%
Moog, Inc.	-1.90%	19	17	22%
American Axle	-4.33%	20	18	11%
Woodward, Inc.	-19.39%	21	19	0%
(1) The following are removed due to mergers and spin-offs as described above. TSR and Rank prior to removal is as follows:

Trane Technologies plc	35.06%	11
Raytheon Technologies Corporation	17.37%	15

Executive	2020-2022 Target	Target Units	Earned Share Units (based on 178% payout)	Value of Award at Vesting (based on $171.785 on 2/22/2023)	Accumulated Dividends (based on $9.20 per share)	Total Award + Dividend Equivalents
C. Arnold	$4,875,000	50,050	89,089	$15,304,154	$819,619	$16,123,773
T. Okray⁽¹⁾	-	-	-	-	-	-
H. Monesmith	$800,000	8,215	14,623	$2,512,012	$134,532	$2,646,544
P. Ruiz	$525,000	5,390	9,595	$1,648,277	$88,267	$1,736,544
B. Brickhouse	$600,000	6,160	10,965	$1,883,623	$100,878	$1,984,501
U. Yadav⁽²⁾	$816,667	8,384	14,924	$2,563,719	$137,301	$2,701,020
(1) Per the terms of his offer, Mr. Okray’s participation begins with the 2021-2023 ESIP award period. (2) Mr. Yadav’s award was prorated based on the number of months he was actively employed during the award period.