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Chairman, Eaton Corporation plc
and Chief Executive Officer, Eaton Corporation
Director since 2015
Age 58
Committees:
Chairman and Chief Executive Officer, Lennox International Inc.
Director since 2010
Age 55
Committees:
Lead Director
Retired Chairman and Chief Executive Officer, The Sherwin-Williams Company
Director since 2006
Age 62
Committees:
Retired Chairman and Chief Executive Officer, Pitney Bowes Inc.
Director since 1998
Age 70
Vice Chairman and Chief Financial and Planning Officer, Eaton Corporation
Director since 2015
Age 63
Committees:
Retired Senior Vice President, Corporate Strategic Development,
Lockheed Martin Corporation
Director since 2009
Age 72
Committees:
Chief Financial Officer, Zebra Technologies Corporation
Director since -
Age 54
Committees:
Independent aviation safety consultant
Director since 2000
Age 64
Committees:
Retired Chairman and Chief Executive Officer, Cargill
Director since 2003
Age 67
Retired President and Chief Executive Officer of the Federal Reserve Bank of
Cleveland
Director since 2014
Age 64
Committees:
Chairman and Chief Executive Officer, Smith Graham & Co., and former lead
independent director of Cooper Industries plc
Director since 2012
Age 68
Committees:
Retired Chief Executive, Drax Group plc
Director since 2016
Age 58
Committees:
Board Composition
Craig Arnold
Chairman, Eaton Corporation plc
and Chief Executive Officer, Eaton Corporation
Craig Arnold is Chairman of the Company and Chief Executive Officer of Eaton Corporation. Mr. Arnold
joined Eaton in 2000 as senior vice president and group executive of the Fluid Power Group. He was
Vice Chairman and Chief Operating Officer of the Industrial Sector until August 2015 and President and
Chief Operating Officer until June 2016. He currently serves on the boards of Medtronic plc and
University Hospitals Health System and is a member of The Business Roundtable and The Business
Council. Mr. Arnold serves as a director of The Greater Cleveland Partnership and the United Way of
Greater Cleveland, and as an advisory board member of the Salvation Army of Greater Cleveland.
Director Qualifications: Mr. Arnold’s years of senior management and executive leadership experience
at Eaton provide important insight into the Company to the benefit of the Board of Directors. Mr. Arnold
has gained detailed knowledge of Eaton’s businesses, customers, end markets, sales and marketing,
technology innovation and new product development, supply chains, manufacturing operations, talent
development, policies and internal functions through his service in a wide range of management roles
with the Industrial Sector, and as President and Chief Operating Officer of the Company. Further, he
possesses significant corporate governance knowledge developed by current and past service on the
boards of other publicly traded companies, most notably for Medtronic plc, a publicly traded company
domiciled in Ireland.
Other Public Company Boards: 1
Todd M. Bluedorn
Chairman and Chief Executive Officer, Lennox International Inc.
Todd M. Bluedorn is Chairman and Chief Executive Officer of Lennox International Inc., a global
provider of climate control solutions for heating, air conditioning and refrigeration markets. Prior to
joining Lennox International in 2007, Mr. Bluedorn served in numerous senior management positions for
United Technologies Corporation since 1995, including President, Americas — Otis Elevator Company;
President, North America — Commercial Heating, Ventilation and Air Conditioning for Carrier
Corporation; and President, Hamilton Sundstrand Industrial. He is a director of Texas Instruments
Incorporated and a trustee of Washington University in St. Louis.
Director Qualifications: Mr. Bluedorn has executive leadership experience in original equipment and
aftermarket business and distributor/dealer-based commercial channels. He also has senior leadership
experience with two major industrial corporations, which is of particular benefit to Eaton in his role as
Chair of the Compensation and Organization Committee. His experience with industrial companies in
responding to dynamic market conditions benefits Eaton as a global manufacturing company with
product distribution through numerous commercial channels.
Other Public Company Boards: 2
Independent
Director since 2010
Age 55
Committees:
Christopher M. Connor
Retired Chairman and Chief Executive Officer, The Sherwin-Williams Company
Christopher M. Connor is the retired Chairman and Chief Executive Officer of The Sherwin-Williams
Company, a global manufacturer of paint, architectural coatings, industrial finishes and associated
supplies. Mr. Connor held a number of executive positions at Sherwin-Williams since 1983. He became
Chief Executive Officer in 1999, Chairman and Chief Executive Officer in 2000, and Executive Chairman
in 2016, and retired as Executive Chairman in December 2016. Mr. Connor currently serves on the
boards of Yum! Brands, Inc., International Paper Company, University Hospitals Health System, and
Playhouse Square Foundation. He is chairman of The Rock and Roll Hall of Fame.
Director Qualifications: As the retired Chairman and former CEO of a Fortune 500 company, Mr. Connor
has leadership experience and is thoroughly knowledgeable in marketing, talent development, planning,
operational and financial processes. In particular, he has had extensive sales and marketing experience
in both direct and distribution channels, and brings broad knowledge of construction, automotive and
industrial markets, all areas of strategic importance to Eaton. His background and broad experience are
of particular benefit to Eaton in his role as Lead Director.
Other Public Company Boards: 2
Independent
Lead Director
Director since 2006
Age 62
Committees:
Michael J. Critelli
Retired Chairman and Chief Executive Officer, Pitney Bowes Inc.
Michael J. Critelli serves as the Chief Executive Officer of MoveFlux Corporation, an artificial intelligence
software company. Prior to joining MoveFlux in April 2018, he served as the Chief Executive Officer and
a director of CloudParc, Inc., a smart cities and transportation technology company, during 2017. Mr.
Critelli was the Chief Executive and President and a director of Dossia Services Corporation, a personal
and population health management systems company, from 2011 until 2016. He is the retired Chairman
and Chief Executive Officer of Pitney Bowes Inc., a provider of global mailstream solutions. Mr. Critelli
served as Chairman and Chief Executive Officer of Pitney Bowes from 1997 to 2007 and as Executive
Chairman from 2007 to 2008. He also served as a director of ProHealth Physicians, Inc. from 2012 until
2015.
Director Qualifications: Mr. Critelli has extensive experience in risk management, cybersecurity,
industry-wide leadership in transportation, logistics, online and social media marketing and
communications issues. In addition to broad business experience gained while leading a global
Fortune 500 company, he is a thought leader on transportation strategy and regulatory reform, as
well as innovative approaches to healthcare. His background and experience are valuable to our Board
as it oversees management’s efforts to develop and maintain talent, assess and evaluate enterprise risk
management and cybersecurity issues, and navigate the regulatory environment.
Independent
Director since 1998
Age 70
Richard H. Fearon
Vice Chairman and Chief Financial and Planning Officer, Eaton Corporation
Richard H. Fearon has served as Chief Financial and Planning Officer of Eaton since April 2002 and
Vice Chairman since January 2009. He is responsible for the accounting, control, corporate development,
information systems, internal audit, investor relations, strategic planning, tax and treasury functions of
Eaton. Prior to Eaton, Mr. Fearon worked at several large diversified companies, including Transamerica
Corporation, NatSteel Limited and The Walt Disney Company. He currently is the lead director for
PolyOne Corporation and also serves on the boards of The Cleveland Museum of Art and Manufacturers
Alliance, a trade organization of leading manufacturing companies.
Director Qualifications: Mr. Fearon’s years of experience as Eaton’s Chief Financial Officer provide the
Board with important insight. He has comprehensive knowledge of financial accounting standards and
extensive experience in financial statement preparation, corporate finance, corporate development, risk
management and investor relations. Further, given his experience as Lead Director at PolyOne, he also
provides significant governance expertise.
Other Public Company Boards: 1
Independent
Director since 2015
Age 63
Committees:
Arthur E. Johnson
Retired Senior Vice President, Corporate Strategic Development,
Lockheed Martin Corporation
Arthur E. Johnson is the retired Senior Vice President, Corporate Strategic Development of Lockheed
Martin Corporation, a manufacturer of advanced technology systems, products and services.
Mr. Johnson was elected a Vice President of Lockheed Martin Corporation and named President of
Lockheed Martin Federal Systems in 1996. He was named President and Chief Operating Officer of
Lockheed Martin’s Information and Services Sector in 1997 and Senior Vice President, Corporate
Strategic Development in 1999. Mr. Johnson currently is a director of Booz Allen Hamilton and during
the past five years was a director of AGL Resources, Inc. He is an independent trustee of the Fixed
Income and Asset Allocation Funds of Fidelity Investments.
Director Qualifications: Mr. Johnson’s role in strategic development with a leading company in the
defense industry has given him an understanding of doing business with governments, strategic
planning, regulatory compliance, and legislative and public policy matters. His knowledge of the global
aerospace and defense industry are of particular benefit to our Board in connection with these
businesses. Mr. Johnson’s service as lead director of a New York Stock Exchange listed company, as
well as his service on other boards, provides Eaton with valuable corporate governance expertise, which
is of particular benefit to Eaton in his role as Chair of the Governance Committee.
Other Public Company Boards: 1
Independent
Director since 2009
Age 72
Committees:
Olivier Leonetti
Chief Financial Officer, Zebra Technologies Corporation
Olivier Leonetti is Chief Financial Officer of Zebra Technologies Corporation, a global leader in innovating
at the edge of the enterprise, designing and marketing enterprise solutions software, services and
products. Prior to joining Zebra Technologies in November 2016, he served 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, Mr. Leonetti served in
various senior finance positions with increasing responsibility at Dell Inc., including most recently as Vice
President, Finance. He is a board member of Junior Achievement of Chicago.
Director 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.
Independent
Director since -
Age 54
Committees:
Deborah L. McCoy
Independent aviation safety consultant
Deborah L. McCoy is an independent aviation safety consultant. She retired from Continental Airlines,
Inc. in 2005, where she had served as Senior Vice President, Flight Operations since 1999. During part
of 2005, Ms. McCoy also briefly served as the Chief Executive Officer of DJ Air Group, a start-up
commercial airline company.
Director Qualifications: Ms. McCoy has extensive experience in the commercial aerospace markets
and brings an understanding of aircraft design and performance, global airline operations and the
strategic issues and direction of the aerospace industry. In addition, Ms. McCoy has extensive
experience in safety initiatives, Federal regulatory compliance, labor relations, talent management, and
risk analysis and mitigation. All of these attributes are of benefit to Eaton’s Board in its oversight role
across the enterprise.
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. Mr. Page is a director of 3M and Deere & Company and is a
member of the Advisory Committee of the Agriculture Division of DowDuPont, Corteva. He is past
Chairman and current board member of Big Brothers Big Sisters of America. Mr. Page is a former
director of Carlson and the immediate past President and a board member of the Northern Star Council
of the Boy Scouts of America. He is a member of the board of the American Refugee Committee.
Director Qualifications: As the retired Chairman and former Chief Executive Officer of one of the largest
global corporations, Mr. Page brings extensive leadership and global business experience, in-depth
knowledge of commodity markets, and a thorough familiarity with the key operating processes of a major
corporation, including financial systems and processes, global market dynamics and succession
management. Mr. Page’s experience and expertise provide him valuable insight on financial, operational
and strategic matters.
Other Public Company Boards: 2
Independent
Director since 2003
Age 67
Sandra Pianalto
Retired President and Chief Executive Officer of the Federal Reserve Bank of
Cleveland
Sandra Pianalto served as President and Chief Executive Officer of the Federal Reserve Bank of
Cleveland from February 2003 until her retirement in June 2014. She joined the Bank in 1983 as an
economist in the research department and was appointed Assistant Vice President of public affairs in
1984, Vice President and Secretary to the board of directors in 1988, and Vice President and Chief
Operating Officer in 1993. Before joining the Bank, Ms. Pianalto was an economist at the Federal
Reserve Board of Governors and served on the staff of the Budget Committee of the U.S. House of
Representatives. She is currently a director of The J.M. Smucker Company, Prudential Financial, Inc.,
and FirstEnergy Corporation. Ms. Pianalto is chair of the board of directors of University Hospitals
Health System and past chair and life director of the board of United Way of Greater Cleveland.
She is an Executive in Residence at the University of Akron and serves on the board of College Now
Greater Cleveland.
Director Qualifications: Ms. Pianalto has extensive experience in monetary policy and financial services
and brings to Eaton wide-ranging leadership and operating skills through her former roles with the
Federal Reserve Bank of Cleveland. As Chief Executive Officer of the Bank, she developed expertise in
economic research, management of financial institutions, and payment services to banks and the U.S.
Treasury. Ms. Pianalto’s comprehensive experience qualifies her to provide substantial guidance and
oversight to the Board in her role as Chair of the Finance Committee.
Other Public Company Boards: 3
Independent
Director since 2014
Age 64
Committees:
Gerald B. Smith
Chairman and Chief Executive Officer, Smith Graham & Co., and former lead
independent director of Cooper Industries plc
Gerald B. Smith was a director of Cooper Industries plc from 2000 until 2012 and served as lead
independent director of Cooper Industries plc since 2007. Mr. Smith joined the Board effective upon the
close of the Cooper acquisition. He is Chairman and Chief Executive Officer of Smith Graham & Co., an
investment management firm that he founded in 1990. Prior to launching Smith Graham, he served as
Senior Vice President and Director of Fixed Income for Underwood Neuhaus & Company. He is a
member of the Board of Trustees and chair of the Investment Oversight Committee for The Charles
Schwab Family of Funds. Mr. Smith also serves as a director and chair of the Investment Committee of
the New York Life Insurance Company. In the past five years, Mr. Smith was a director of ONEOK Inc.
and ONEOK Partners MLP. He serves as Chairman of the Texas Southern University Foundation and a
director of the Federal Reserve Bank of Dallas. He is a former director of the Federal Reserve Bank of
Dallas, Houston branch.
Director Qualifications: Mr. Smith has expertise in finance, portfolio management and marketing
through executive positions in the financial services industry, including being founder, Chairman and
Chief Executive Officer of Smith Graham & Co. His experience as a director of companies in the oil and
gas and energy services businesses has provided him with valuable insight into markets in which Eaton
also participates. Mr. Smith’s experience as lead independent director of Cooper Industries plc has
benefited the process of integrating Cooper into Eaton. His experience and expertise provide him
valuable insight on financial, operational and strategic matters in his role as Chair of the Audit Committee.
Independent
Director since 2012
Age 68
Committees:
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
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 programme. Ms. Thompson is a member of the Court of Directors of the Bank of England, where she
is also Chair of the Audit and Risk Committee and Senior Independent Director. She also serves as the
non-executive chair of Tullow Oil plc, the London Stock Exchange listed oil exploration and production
company. She was a director of Johnson Matthey Plc from 2007 through 2016.
Director Qualifications: As the retired Chief Executive of Drax, Ms. Thompson has unique insight into
the sourcing, generation and supply of sustainable and renewable energy. She also brings to the Board
vast experience in all aspects of finance as well as an international business perspective. Ms.
Thompson’s work as chair of the Audit and Risk Committee of the Bank of England and as non-executive
chair of Tullow Oil plc provide valuable financial and governance insight and experience to the Board and
Audit Committee of the Company.
Other Public Company Boards: 1
Audit Committee Met 5 times in 2018
The functions of the Audit Committee include assisting the Board in overseeing:
The Committee also has sole authority to appoint, compensate and terminate the independent auditor, and pre-approves all auditing services and permitted non-audit services that the audit firm may perform for the Company. The Committee is also responsible for negotiating the audit fees. In order to ensure continuing auditor independence, the Committee periodically considers whether there should be a rotation of the independent audit firm. In conjunction with the mandated rotation of the audit firm’s lead engagement partner, the Committee and its Chair are directly involved in the selection of the audit firm’s new lead engagement partner. Among its other responsibilities, the Committee meets regularly in separate Executive Sessions with our independent auditor and senior leaders of Eaton Corporation, including the Vice Chairman and Chief Financial and Planning Officer, Executive Vice President and General Counsel, Senior Vice President-Internal Audit, and Senior Vice President-Global Ethics and Compliance; approves the Committee’s report to be included in our annual proxy statement; assures that performance evaluations of the Audit Committee are conducted annually; and establishes procedures for the proper handling of complaints concerning accounting or auditing matters. Each Committee member meets the independence requirements, and all Committee members collectively meet the other requirements, of the New York Stock Exchange, the Sarbanes-Oxley Act of 2002 and the Securities and Exchange Commission. In addition, Committee members are prohibited from serving on more than two other public company audit committees. The Board of Directors has determined that each member of the Audit Committee is financially literate, that Messrs. Connor 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 2018
The functions of the Compensation and Organization Committee include:
Additional information on the Committee’s processes and procedures is contained in the Compensation Discussion and Analysis portion of this proxy statement beginning on page 23. Executive Committee The functions of the Executive Committee include:
Mr. Arnold serves as Committee Chair. The Lead Director and the chair of each Board Committee serve as members of the Executive Committee. The Committee did not meet in 2018. Finance Committee Met 2 times in 2018
The functions of the Finance Committee include:
Governance Committee Met 3 times in 2018
The responsibilities of the Governance Committee include:
Other responsibilities include providing oversight on significant public policy issues with respect to our relationships with shareholders, employees, customers, competitors, suppliers and the communities in which we operate, including such areas as ethics, compliance, environmental, health and safety issues, community relations, government relations, charitable contributions and shareholder relations.
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