Eaton Corporation plc 2023 Proxy Statement

Average age of Director nominees (as of Annual General Meeting) is 63.4.
Mr. Arnold was a member of the Executive Committee for all of 2022 and serves as Committee Chair. The Lead Director and the chairs of each Board Committee serve as members of the Executive Committee. It did not meet in 2022.

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. 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:

Other Public Company Boards: 1

Gender⁽¹⁾: Male

Race / Ethnicity⁽²⁾: Black / African American

Director since 2015

Age 62

Chairman, Eaton Corporation plc and Chief Executive Officer, Eaton Corporation

Committees:

Executive Committee (Chair)

⁽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

Olivier Leonetti

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:

Other Public Company Boards: 0

Gender⁽¹⁾: Male

Race / Ethnicity⁽²⁾: White / Caucasian

Director since 2019

Independent

Age 58

Executive Vice President and Chief Financial Officer, Johnson Controls International plc

Committees:

⁽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

Silvio Napoli

Chief Executive Officer and Executive Chairman, Schindler Holding Ltd.
Silvio Napoli is Chief Executive Officer and Executive Chairman of the Board of Directors of Schindler Holding Ltd., one of the world’s leading providers of elevators, escalators and related services. He joined the Schindler Group in 1994. During his time with 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:

Other Public Company Boards: 1

Gender⁽¹⁾: Male

Race / Ethnicity⁽²⁾: White / Caucasian

Director since 2019

Independent

Age 57

Chief Executive Officer and Executive Chairman of the Board, Schindler Holding Ltd.

Committees:

⁽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

Gregory R. Page

Retired Chairman and Chief Executive Officer, Cargill
Gregory R. Page is the retired Chairman and Chief Executive Officer of Cargill, an international marketer, processor and distributor of agricultural, food, financial and industrial products and services. He was named Corporate Vice President & Sector President, Financial Markets and Red Meat Group of Cargill in 1998, Corporate Executive Vice President, Financial Markets and Red Meat Group in 1999, and President and Chief Operating Officer in 2000. He became Chairman and Chief Executive Officer in 2007 and was named Executive Chairman in 2013. Mr. Page served as Executive Director from 2015 to 2016, after which he retired from the Cargill Board. He is a director of 3M and Deere & Company and is non-executive chairman and a director of Corteva, Inc. Mr. Page is past Chairman and current board member of Big Brothers Big Sisters of America, past President and a board member of the Northern Star Council of the Boy Scouts of America, and a board member of Alight (fka the American Refugee Committee).

Director Skills and Qualifications:
As the retired Chairman and former Chief Executive Officer of one of the largest global corporations, Mr. Page brings extensive leadership and global business experience, in-depth knowledge of commodity markets, and a thorough familiarity with the key operating processes of a major corporation, including financial systems and processes, global market dynamics, succession management, and sustainable practices. Mr. Page’s experience and expertise enable him to provide valuable insight on financial, operational and strategic matters. His senior leadership experience is of particular benefit to Eaton in his role as Lead Director.

Director Skills and Experience per Company’s Director Skills Matrix:

Other Public Company Boards: 3

Gender⁽¹⁾: Male

Race / Ethnicity⁽²⁾: White / Caucasian

Lead Director
Director since 2003

Independent

Age 71

Retired Chairman and Chief Executive Officer, Cargill

Committees:

⁽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

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 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:

Other Public Company Boards: 2

Gender⁽¹⁾: Female

Race / Ethnicity⁽²⁾: White / Caucasian

Director since 2014

Independent

Age 68

Retired President and Chief Executive Officer of the Federal Reserve Bank of Cleveland

Committees:

⁽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

Robert V. Pragada

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:

Other Public Company Boards: 1

Gender⁽¹⁾: Male

Race / Ethnicity⁽²⁾: Indian / South Asian

Director since 2021

Independent

Age 54

Chief Executive Officer, Jacobs Engineering Group

Committees:

⁽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

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:

Other Public Company Boards: 1

Gender⁽¹⁾: Female

Race / Ethnicity⁽²⁾: White / Caucasian

Director since 2020

Independent

Age 60

Chairman, Chief Executive Officer and President, Celanese Corporation

Committees:

⁽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

Gerald B. Smith

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:

Other Public Company Boards: 1

Gender⁽¹⁾: Male

Race / Ethnicity⁽²⁾: Black / African American

Director since 2012

Independent

Age 72

Chairman and Chief Executive Officer, Smith Graham & Co.

Committees:

⁽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

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 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:

Other Public Company Boards: 1

Gender⁽¹⁾: Female

Race / Ethnicity⁽²⁾: White / Caucasian

Director since 2016

Independent

Age 62

Retired Chief Executive, Drax Group plc

Committees:

⁽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

Darryl L. Wilson

Founder, Chairman and President, The Wilson Collective
Darryl L. Wilson is the founder, chairman and President of The Wilson Collective, a business advisory and investment firm that invests in startup companies and provides resource and advisory services to a broad base of global clients. Prior to his retirement in 2018, Mr. Wilson spent more than 30 years in global leadership roles, with 25 years at General Electric and 5 years with British Petroleum NA. At General Electric he held a number of leadership positions including vice president of commercial, GE Power division, vice president and chief commercial officer of GE Distributed Power, vice president GE Energy Connections, president and chief executive officer of GE Aeroderivative Gas Turbines, president and chief executive officer, GE Consumer and Industrial Asia Pacific and India, president and chief executive officer, GE Consumer Products, Europe, Middle East and Africa and general manager GE Automotive Lighting. 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:

Other Public Company Boards: 1

Gender⁽¹⁾: Male

Race / Ethnicity⁽²⁾: Black / African American

Director since 2021

Independent

Age 59

Founder, Chairman and President of The Wilson Collective

Committees:

⁽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

Deborah L. McCoy^*

Director Skills and Qualifications:

Director Skills and Experience per Company’s Director Skills Matrix:

Other Public Company Boards:

Gender⁽¹⁾:

Race / Ethnicity⁽²⁾:

Director since

Age 67

Independent aviation safety consultant

Committees:

⁽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

Operations and Manufacturing

Craig Arnold

Olivier Leonetti

Silvio Napoli

Gregory R. Page

Sandra Pianalto

Robert V. Pragada

Lori J. Ryerkerk

Gerald B. Smith

Dorothy C. Thompson

Darryl L. Wilson

Risk Management

Craig Arnold

Olivier Leonetti

Silvio Napoli

Gregory R. Page

Sandra Pianalto

Robert V. Pragada

Lori J. Ryerkerk

Gerald B. Smith

Dorothy C. Thompson

Darryl L. Wilson

Mergers and Acquisition

Craig Arnold

Olivier Leonetti

Silvio Napoli

Gregory R. Page

Sandra Pianalto

Robert V. Pragada

Lori J. Ryerkerk

Gerald B. Smith

Dorothy C. Thompson

Darryl L. Wilson

Innovation and Technology

Craig Arnold

Olivier Leonetti

Silvio Napoli

Gregory R. Page

Sandra Pianalto

Robert V. Pragada

Lori J. Ryerkerk

Gerald B. Smith

Dorothy C. Thompson

Darryl L. Wilson

Human Capital Management

Craig Arnold

Olivier Leonetti

Silvio Napoli

Gregory R. Page

Sandra Pianalto

Robert V. Pragada

Lori J. Ryerkerk

Gerald B. Smith

Dorothy C. Thompson

Darryl L. Wilson

Global

Craig Arnold

Olivier Leonetti

Silvio Napoli

Gregory R. Page

Sandra Pianalto

Robert V. Pragada

Lori J. Ryerkerk

Gerald B. Smith

Dorothy C. Thompson

Darryl L. Wilson

Cybersecurity

Craig Arnold

Olivier Leonetti

Silvio Napoli

Sandra Pianalto

Robert V. Pragada

Lori J. Ryerkerk

Gerald B. Smith

Dorothy C. Thompson

Darryl L. Wilson

Financial

Craig Arnold

Olivier Leonetti

Silvio Napoli

Gregory R. Page

Sandra Pianalto

Robert V. Pragada

Lori J. Ryerkerk

Gerald B. Smith

Dorothy C. Thompson

Darryl L. Wilson

Regulatory and Government

Craig Arnold

Olivier Leonetti

Silvio Napoli

Gregory R. Page

Sandra Pianalto

Robert V. Pragada

Lori J. Ryerkerk

Gerald B. Smith

Dorothy C. Thompson

Darryl L. Wilson

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

Silvio Napoli

Gregory R. Page

Robert V. Pragada

Deborah L. McCoy^*

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.

^* Deborah L. McCoy has decided to retire from the Board immediately prior to the 2023 Annual General Meeting and will not stand for re-election.

Executive Committee

Did not meet in 2022

Craig Arnold
Chair

Silvio Napoli

Gregory R. Page

Sandra Pianalto

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

Gregory R. Page

Gerald B. Smith

Darryl L. Wilson

Deborah L. McCoy^*

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.

^* Deborah L. McCoy has decided to retire from the Board immediately prior to the 2023 Annual General Meeting and will not stand for re-election.

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.

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