DEF 14A of Eaton Corp plc, Mar 13, 2026

DEF 14A of Eaton Corp plc

Filed Mar 13, 2026 · FY20250001193125-26-105117

Open on EDGAR

  1. Proposal 1: Electing the 11 Director Nominees

    Proposal 1: Electing the 11 Director Nominees Our Board is currently comprised of 12 directors who are elected annually. Gerald B. Smith, who has served as a director since 2012, is not standing for re-election and will retire from the Board following the Annual General Meeting, in accordance with our Board of Directors Governance Guidelines (the "Governance Guidelines"). Immediately upon the conclusion of the Annual General Meeting, the size of the Board will be reduced from 12 to 11 members. Each nominee is being nominated for election for a one-year term ending at the Company's 2027 annual general meeting. All nominees were elected by shareholders at the Company's 2025 annual general meeting, with the exception of Gerald Johnson, who was elected as a director by unanimous action of the Board in July 2025. Each nominee has agreed to serve, if elected. If any nominee declines or is unable to accept such nomination or is unable to serve, an event which we do not expect, the Board reserves the right in its discretion to substitute another person as a nominee or to reduce the number of nominees and the size of the Board. In this event, the proxy holders may vote, in their discretion, for any substitute nominee proposed by the Board. OUR NOMINEES

  2. Proposal 1: Electing the 11 Director Nominees

    | Gerald Johnson Retired Executive Vice President, Global Manufacturing and Sustainability, General Motors Company Gerald Johnson is the retired executive vice president, Global Manufacturing and Sustainability, of General Motors Company, an automotive manufacturer ("GM"), where he led the company's global manufacturing operations, labor relations and sustainable workplace practices. Over the course of his career, spanning more than 40 years at GM, he oversaw safety, quality and productivity, and held several roles of increasing responsibility, including Executive Vice President, Global Manufacturing and Sustainability from 2019 until his retirement in 2024, Vice President, Manufacturing and Labor Relations, North America from 2017 to 2019, and Vice President, Global Operational Excellence from 2014 to 2017. He currently serves on the board of Caterpillar Inc. Director Qualifications: During his over 40-year career at GM, including most recently as Executive Vice President, Global Manufacturing and Sustainability, Mr. Johnson developed extensive experience managing and optimizing operations in a complex industry. In particular, he developed strong skills relating to driving efficiency, productivity, resource management, and strategic alignment. Further, Mr. Johnson's experience in managing global operations makes him a valuable member of the Board. | | | | Director since 2025 Age 63 |

  3. Proposal 1: Electing the 11 Director Nominees

    | Director Skills and Experience per the Board Skills Matrix: | | | | | | | ■ | Operations and Manufacturing | ■ | Risk Management | ■ | Human Capital Management | | ■ | Innovation and Technology | ■ | Global Experience | | |

  4. Proposal 1: Electing the 11 Director Nominees

    | 6 | EATON 2026 Proxy Statement |

  5. Proposal 1: Electing the 11 Director Nominees

    | Silvio Napoli Retired Chairman and Chief Executive Officer, Schindler Holding Ltd Silvio Napoli is the retired Chairman and Chief Executive Officer of Schindler Holding Ltd., one of the world’s leading providers of elevators, escalators, and related services. He joined the Schindler Group in 1994. During his time with Schindler, he served in a number of leadership roles, including Director of Corporate Development, President and Chief Executive Officer of Schindler India, President of Asia‑Pacific, and, most recently, as the company’s Chief Executive Officer until his retirement in January 2025. He previously worked for The Dow Chemical Company in Europe. He is a former director of Schindler Holding Ltd. Director Skills and Qualifications: Mr. Napoli has extensive executive leadership experience and is very knowledgeable in the management of industrial products and services as a result of his time serving as the Chief Executive Officer and executive chairman of a large global industrial company. 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 since 2019 Age 60 |

  6. Proposal 1: Electing the 11 Director Nominees

    | Director Skills and Experience per the Board Skills Matrix: | | | | | | | ■ | Operations and Manufacturing | ■ | Risk Management | ■ | M&A; Business Development | | ■ | Innovation and Technology | ■ | Global Experience | | | | ■ | Financial | ■ | Human Capital Management | | |

  7. Proposal 1: Electing the 11 Director Nominees

    | Gregory R. Page Retired Chairman and Chief Executive Officer, Cargill, Inc. Gregory R. Page is the retired Chairman and Chief Executive Officer of Cargill, Inc., an international marketer, processor, and distributor of agricultural, food, financial, and industrial products and services ("Cargill"). He was named Corporate Vice President & Sector President, Financial Markets and Red Meat Group of Cargill in 1998, Corporate Executive Vice President, Financial Markets and Red Meat Group in 1999, and President and Chief Operating Officer in 2000. He became Chairman and Chief Executive Officer of Cargill in 2007 and was named Executive Chairman in 2013. Mr. Page served as Executive Director from 2015 until his retirement from Cargill in 2016. He currently serves as a director of Deere & Company and as a director and the non-executive chair of Corteva, Inc. He previously served as a director of 3M Company. Mr. Page is past President and a board member of the Northern Star Council of the Boy Scouts of America, and a board member of Alight (formerly known as the American Refugee Committee). Director Skills and Qualifications: As the retired Chairman and former Chief Executive Officer of a large global corporation, 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 to the Board. His senior leadership experience is of particular benefit to Eaton in his role as non-executive Chairman. | | | | Non-Executive Chairman Director since 2003 Age 74 |

  8. Proposal 1: Electing the 11 Director Nominees

    | Director Skills and Experience per the Board Skills Matrix: | | | | | | | ■ | Operations and Manufacturing | ■ | Global Experience | ■ | Regulatory and Government | | ■ | Financial | ■ | Human Capital Management | | | | ■ | Risk Management | ■ | M&A; Business Development | | |

  9. Proposal 1: Electing the 11 Director Nominees

    | EATON 2026 Proxy Statement | 7 |

  10. Proposal 1: Electing the 11 Director Nominees

    | 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, the Cleveland-based headquarters of the U.S. Federal Reserve System's Fourth District (the "Bank"), from 2003 until her retirement in 2014. She joined the Bank in 1983 as an economist in the research department and was appointed Assistant Vice President of public affairs in 1984, Vice President and Secretary to the board of directors in 1988, and First Vice President and Chief Operating Officer in 1993. Before joining the Bank, she was an economist at the Federal Reserve Board of Governors and served on the staff of the Budget Committee of the U.S. House of Representatives. Ms. Pianalto currently serves as a director of Prudential Financial, Inc. She is a former director of The J. M. Smucker Company and FirstEnergy Corp. She is a trustee of the University of Akron Foundation, lifetime trustee and past chair of the board of University Hospitals Health System, and life director and past chair of the board of United Way of Greater Cleveland. Director Skills and Qualifications: Ms. Pianalto has extensive experience in monetary policy and financial services and brings to Eaton wide-ranging leadership and operating skills through her former roles with the Bank. 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, particularly with respect to finance matters. | | | | Director since 2014 Age 71 |

  11. Proposal 1: Electing the 11 Director Nominees

    | Director Skills and Experience per the Board Skills Matrix: | | | | | | | ■ | Financial | ■ | Global Experience | ■ | Regulatory and Government | | ■ | Risk Management | ■ | Human Capital Management | | |

  12. Proposal 1: Electing the 11 Director Nominees

    | Robert V. Pragada Chair and Chief Executive Officer, Jacobs Solutions Inc. Robert V. Pragada is the Chair and Chief Executive Officer of Jacobs Solutions Inc., a professional and technical solutions company that provides consulting, technical, scientific and project delivery services for the government and private sector ("Jacobs"). He has served as a director and Chief Executive Officer of Jacobs since January 2023 and as Chair of Jacobs since September 2024. Prior to that, he served as the President and Chief Operating Officer of Jacobs from November 2019 to January 2023, where he had executive oversight of the company’s global operations, which consist of the Aerospace, Technology, and Nuclear, and Buildings, Infrastructure, and Advanced Facilities lines of business. He also previously served as the President of Global Industrial and Buildings & Infrastructure from 2016 to 2019, and in various senior management roles since joining Jacobs in 2006. From 2014 to 2016, Mr. Pragada served as President and Chief Executive Officer of The Brock Group, Inc. Mr. Pragada was a naval officer in the United States Navy from 1990 to 1999. He currently serves on the boards of Dallas Regional Chamber and the US Naval Academy Foundation. | | | | Director since 2021 Age 57 | | Director Skills and Qualifications: As the Chair and Chief Executive Officer of a Fortune 500 company, Mr. Pragada has strong business, technology, and executive leadership skills. He also brings to Eaton extensive experience in mergers, acquisitions, and large-scale integrations. Mr. Pragada also has excellent business and cultural transformation capabilities and deep expertise in organizational management and dynamics that he brings to the Board. | |

  13. Proposal 1: Electing the 11 Director Nominees

    | Director Skills and Experience per the Board Skills Matrix: | | | | | | | ■ | Innovation and Technology | ■ | Risk Management | ■ | M&A; Business Development | | ■ | Cybersecurity | ■ | Global Experience | ■ | Regulatory and Government | | ■ | Financial | ■ | Human Capital Management | | |

  14. Proposal 1: Electing the 11 Director Nominees

    | 8 | EATON 2026 Proxy Statement |

  15. Proposal 1: Electing the 11 Director Nominees

    | Paulo Ruiz Chief Executive Officer, Eaton Corporation Paulo Ruiz is Chief Executive Officer of Eaton. He became Chief Executive Officer on June 1, 2025, and has been serving as a director of Eaton since September 2024. Since joining Eaton in April 2019, Mr. Ruiz served as Hydraulics Group President from April 2019 to August 2021, President, Energy Solutions and Services from August 2021 to July 2022, President and Chief Operating Officer of Industrial Sector from July 2022 to December 2024, and most recently, President and Chief Operating Officer of Eaton from September 2024 to May 2025. Director Skills and Qualifications: Mr. Ruiz has been an invaluable leader within Eaton’s management team since joining the Company. His expertise in operations and strong global manufacturing background, as well as his experience overseeing critical aspects of the Company’s portfolio transformation, make him well-positioned to lead Eaton through the next phase of the Company’s growth and allow him to bring to the Board pertinent and informed insight on the Company’s direction and strategic opportunities. | | | | Director since 2024 Age 51 |

  16. Proposal 1: Electing the 11 Director Nominees

    | Director Skills and Experience per the Board Skills Matrix: | | | | | | | ■ | Operations and Manufacturing | ■ | Global Experience | ■ | Regulatory and Government | | ■ | Innovation and Technology | ■ | Human Capital Management | | | | ■ | Risk Management | ■ | M&A; Business Development | | |

  17. Proposal 1: Electing the 11 Director Nominees

    | Lori J. Ryerkerk Retired Chairman, Chief Executive Officer and President, Celanese Corporation Lori J. Ryerkerk served as the Chairman, Chief Executive Officer, and President of Celanese Corporation, a Fortune 500 global chemical and specialty materials company ("Celanese"), until she retired in 2024. She served as a director and Chief Executive Officer and President of Celanese since May 2019 and as Chairman of Celanese since April 2020. Prior to joining Celanese in May 2019, Ms. Ryerkerk served as the Executive Vice President of Global Manufacturing of Shell Downstream Inc. from October 2013 to May 2019 after joining Shell in May 2010 as Regional Vice President of Manufacturing in Europe and Africa. Before joining Shell, she was Senior Vice President, Refining, Supply and Terminals at Hess Corporation from 2008 to 2010. Prior to that, she spent 24 years with ExxonMobil and served in a variety of operational and senior leadership roles. Ms. Ryerkerk currently serves as a director of Cencora, Inc. and Norfolk Southern Corporation. She previously served as a director of Celanese and Axalta Coating Systems Limited. Director Skills and Qualifications: As former Chairman, Chief Executive Officer and President of a company with global engineering and manufacturing operations, Ms. Ryerkerk has executive leadership experience in the area of industrial materials and products production. In particular, she has considerable experience in leading global operations and managing complex technologies, engineering, and supply chain systems that she brings to the Board. 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 and the Board. Her leadership experience also allows her to provide guidance and oversight in her role as Chair of the Compensation and Organization Committee. | | | | Director since 2020 Age 63 |

  18. Proposal 1: Electing the 11 Director Nominees

    | Director Skills and Experience per the Board Skills Matrix: | | | | | | | ■ | Innovation and Technology | ■ | Global Experience | ■ | M&A; Business Development | | ■ | Risk Management | ■ | Human Capital Management | ■ | Regulatory and Government |

  19. Proposal 1: Electing the 11 Director Nominees

    | EATON 2026 Proxy Statement | 9 |

  20. Proposal 1: Electing the 11 Director Nominees

    | Andre Schulten Chief Financial Officer, The Procter & Gamble Company Andre Schulten is the Chief Financial Officer of The Procter & Gamble Company, a world-leading multinational consumer goods company ("P&G"). He has been serving in this role since March 2021. Prior to that, he was Senior Vice President, Baby Care, North America from May 2018 to February 2021. Since Joining P&G in 1996, Mr. Schulten has served in several finance and accounting management roles in North America, Europe, and Asia, and has provided leadership for product portfolio strategy, installing new business models, and supply chain redesign across global markets. Director Skills and Qualifications: As a current public company Chief Financial Officer, Mr. Schulten brings significant experience in finance, accounting, and global enterprise leadership to the Board. His service in numerous finance and accounting management positions at P&G allow him to contribute significantly to the Board’s oversight of risks relating to the Company’s financial reporting and internal controls and other matters relevant to public companies with global operations. He also has extensive experience in business restructuring, integration, and growth strategy work, which enable him to provide the Board with a meaningful perspective on Eaton’s global operations and business strategy. His experience and role as a public company chief financial officer are of particular benefit to Eaton in his role as Chair of the Audit Committee. | | | | Director since 2024 Age 55 |

  21. Proposal 1: Electing the 11 Director Nominees

    | Director Skills and Experience per the Board Skills Matrix: | | | | | | | ■ | Cybersecurity | ■ | Global Experience | ■ | Regulatory and Government | | ■ | Financial | ■ | Human Capital Management | | | | ■ | Risk Management | ■ | M&A; Business Development | | |

  22. Proposal 1: Electing the 11 Director Nominees

    | Karenann Terrell Retired Chief Digital and Technology Officer, GSK plc Karenann Terrell is the retired Chief Digital and Technology Officer of GSK plc (formerly GlaxoSmithKline), a British multinational pharmaceutical and biotechnology company. She served as Chief Digital and Technology Officer from 2017 until her retirement in December 2021. Prior to that, Ms. Terrell served as the Chief Information Officer of Walmart Inc. ("Walmart"). Before joining Walmart, Ms. Terrell was the Chief Information Officer of Baxter International. Earlier in her career, with her background in electrical engineering, she served in various roles of increasing responsibility with DaimlerChrysler AG and GM. Ms. Terrell currently serves as a director of UiPath Inc. She also serves on the boards of Fractal Analytics, a global provider of artificial intelligence and advanced analytics, and Switch, Inc., a global technology company. Ms. Terrell previously served on the board of Pluralsight, Inc. Director Skills and Qualifications: Ms. Terrell brings deep digital expertise, extensive technology experience, and global perspective to the Board. Through her leadership positions, including Chief Digital and Technology Officer of GSK plc and Chief Information Officer of Walmart, and her background in electrical engineering, she gained significant knowledge of data & technology and digital fields and transformation of these areas over time, which allow her to provide the Board with a valuable perspective on Eaton’s operational and strategic matters. | | | | Director since 2024 Age 64 |

  23. Proposal 1: Electing the 11 Director Nominees

    | Director Skills and Experience per the Board Skills Matrix: | | | | | | | ■ | Innovation and Technology | ■ | Risk Management | ■ | M&A; Business Development | | ■ | Cybersecurity | ■ | Global Experience | | |

  24. Proposal 1: Electing the 11 Director Nominees

    | 10 | EATON 2026 Proxy Statement |

  25. Proposal 1: Electing the 11 Director Nominees

    | Dorothy C. Thompson Retired Chief Executive, Drax Group plc Dorothy C. Thompson CBE is the retired Chief Executive and director of Drax Group plc, an international renewable energy company, where she served from 2005 until her retirement in 2017. Before joining Drax, Ms. Thompson managed InterGen NV’s European power business, was assistant group treasurer at Powergen plc, and worked at CDC Capital Partners, the private sector arm of the British Government’s aid program. Ms. Thompson currently serves as an independent non-executive chair of Rotork plc, a global flow control and instrumentation company. She also serves as non-executive chair of Statera Energy Limited, a renewable energy company. Ms. Thompson was a member of the Court of Directors of the Bank of England from 2014 to 2022, where she also served as Chair of the Audit and Risk Committee and Senior Independent Director. She served from 2018 to 2021 as the non-executive chair of Tullow Oil plc, a London Stock Exchange listed oil exploration and production company. Director Skills and Qualifications: As the Chief Executive of Drax, Ms. Thompson gained unique insight into the sourcing, generation, and supply of sustainable and renewable energy, positioning her well to contribute invaluable expertise toward Eaton's mission of accelerating the energy transition. She also brings to the Board vast experience in all aspects of finance as well as an international business perspective. Ms. Thompson's prior work as Chair of the Audit and Risk Committee of the Bank of England and Chair of Tullow Oil plc provide valuable financial and governance insight and experience to the Board. Her extensive experience is of particular benefit to Eaton in her role as Chair of the Governance Committee. | | | | Director since 2016 Age 65 |

  26. Proposal 1: Electing the 11 Director Nominees

    | Director Skills and Experience per the Board Skills Matrix: | | | | | | | ■ | Operations and Manufacturing | ■ | Risk Management | ■ | Human Capital Management | | ■ | Financial | ■ | Global Experience | ■ | Regulatory and Government |

  27. Proposal 1: Electing the 11 Director Nominees

    | 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. He has served in these roles since 2018. Prior to The Wilson Collective, Mr. Wilson spent more than 35 years in global leadership roles, with 25 years at General Electric ("GE") and 5 years with British Petroleum NA. At GE, he held a number of leadership positions including President and Chief Executive Officer of GE Aeroderivative Gas Turbines, President and Chief Executive Officer, GE Consumer and Industrial Asia Pacific and India, President and Chief Executive Officer, GE Consumer Products, EMEA. Mr. Wilson currently serves as a director of NextEra Energy, Inc., Primerica, Inc., and Solventum Corporation. He also serves on the boards of The Houston Endowment 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 since 2021 Age 62 |

  28. Proposal 1: Electing the 11 Director Nominees

    | Director Skills and Experience per the Board Skills Matrix: | | | | | | | ■ | Operations and Manufacturing | ■ | Global Experience | ■ | Regulatory and Government | | ■ | Innovation and Technology | ■ | Human Capital Management | | | | ■ | Risk Management | ■ | M&A; Business Development | | |

  29. Proposal 1: Electing the 11 Director Nominees

    | EATON 2026 Proxy Statement | 11 |

  30. Proposal 1: Electing the 11 Director Nominees

    HOW NOMINEES ARE CHOSEN

  31. Executive Compensation Philosophy

    Executive Compensation Philosophy We design our executive compensation plans and programs to help attract, motivate, reward, and retain highly qualified executives who are capable of creating and sustaining value for our shareholders over the long term. We endorse compensation actions that fairly reflect Company performance as well as the responsibilities and personal performance of individual executives. Our executive compensation programs are intended to align the interests of our executives with those of our stakeholders and are structured to reflect best practices. On average, at target, approximately 80% of our NEOs’ compensation is performance-based and tied to our short- and long-term incentive programs. Key features of these programs include: ■ Caps on payouts under our short- and long-term incentive plans; ■ Shareholder-approved equity plans; ■ A clawback policy; ■ A policy that prohibits hedging or pledging of our shares; ■ Share ownership and holding requirements; ■ No tax gross-ups; ■ No employment contracts; and ■ Double-trigger equity vesting upon a change in control.

  32. TOTAL SHAREHOLDER RETURN (TSR) AND PERFORMANCE-BASED INCENTIVE PLAN PAYOUTS

    TOTAL SHAREHOLDER RETURN (TSR) AND PERFORMANCE-BASED INCENTIVE PLAN PAYOUTS

  33. TOTAL SHAREHOLDER RETURN (TSR) AND PERFORMANCE-BASED INCENTIVE PLAN PAYOUTS

    | 30 | EATON 2026 Proxy Statement |

  34. Summary of 2025 Performance-Based Incentive Plan Payouts

    Summary of 2025 Performance-Based Incentive Plan Payouts

  35. Short-Term Incentives

    Short-Term Incentives The Company's short-term incentive plan payout was 70% of target. In February 2025, the Committee established Adjusted Earnings Per Share ("Adjusted EPS") and Adjusted Operating Cash Flow ("Adjusted OCF") goals for 2025. Adjusted EPS and Adjusted OCF are non-GAAP measures. Adjusted EPS is defined as net income, excluding acquisition and divestiture charges, restructuring program charges, and intangible asset amortization expense. Adjusted OCF is defined as operating cash flow, excluding the impact of U.S. qualified pension contributions. The 2025 target Adjusted EPS and Adjusted OCF objectives were $12.00 and $4,800 million, respectively. Actual Adjusted EPS and Adjusted OCF were $12.07 and $4,472 million, respectively, which generated a formulaic payout of 96% of target. However, the Committee determined it was appropriate to remove from results certain non-operational one-time items, such as the gains on the Fibrebond acquisition, real-estate related transactions, and the deferral of certain cash payments, and reduced the formula-driven payout to 70%.

  36. Long-Term Incentives

    Long-Term Incentives 2023-2025 ESIP: Our 2023-2025 performance-based Executive Strategic Incentive Program (“ESIP”) was fully based on the rank of our Total Shareholder Return ("TSR") relative to a group of peers for the three-year award period. Our 2023-2025 ESIP was earned at 138% of target. The results for the 2023-2025 award period are summarized below.

  37. Long-Term Incentives

    | | Threshold | Target | Actual Results | Maximum | | Relative Ranking | TSR is positive but ranks the lowest among the peers | 50th Percentile | 68.75th Percentile | 100th Percentile | | Adjustment Factor | 25% | 100% | 138% | 200% |

  38. Long-Term Incentives

    2023-2025 ESIP opportunities were granted in the form of Performance Share Units ("PSUs") and were settled in Eaton ordinary shares in February 2026. Dividend equivalents were paid in cash based on the number of PSUs earned and the aggregate dividend paid to our shareholders over the award period. Additional information about the 2023-2025 ESIP awards can be found in the "Performance-Based Long-Term Incentives For The Period Ending December 31, 2025" section.

  39. 2025 CEO REALIZED PAY AND OUR PERFORMANCE

    2025 CEO REALIZED PAY AND OUR PERFORMANCE Our compensation programs for Mr. Ruiz and the other NEOs are heavily weighted toward short- and long-term incentive opportunities that are at-risk and subject to our performance. The table below illustrates the relationship between Mr. Ruiz’s target award opportunity and the amounts he realized based on our performance against the metrics established for the short- and long-term incentive plan periods that ended on December 31, 2025 and the appreciation of our share price. Short- and long-term incentive plan metrics are intended to drive results that create value for our shareholders. This table supplements, but is not a substitute for, the information contained in the Summary Compensation Table and the Pay Versus Performance ("PVP") disclosure in this Proxy Statement. Each pay component shown below is discussed in more detail in the CD&A that follows.

  40. COMPENSATION REALIZED BY OUR CHIEF EXECUTIVE OFFICER IN 2025

    | Compensation Component | Period Earned | Description | Target | Amount Earned | | Annual Compensation | | | | | | Base Salary | 2025 | We generally target the market median when establishing base salaries. Mr. Ruiz received a 10% salary increase on March 1, 2025 in consideration for his appointment to Chief Executive Officer effective June 1, 2025. | n/a | $1,087,116 | | Short-Term Incentive | 2025 | Mr. Ruiz’s target was 150% of base salary. His actual award of 70% of target is consistent with awards delivered to other executives. For more information on this payment, see “2025 Short-Term Incentive Awards”. | $1,650,000 | $1,155,000 | | Total Annual Cash | | | | $2,242,116 | | Realized Value from Long-Term Incentives | | | | | | Stock Option Exercises | 2019-2025 | The gains upon exercise of stock options were based on the increase in our stock price over the period in which Mr. Ruiz held the options. Additional details, including the number of shares exercised, are reported in the “Option Exercises and Stock Vested in 2025” table. | n/a | $895,968 | | Performance & Restricted Share Unit Vesting | 2022-2025 | This represents the vesting of RSUs that were granted in 2022, 2023 and 2024 and PSUs for the 2022-2024 Executive Strategic Incentive Program ("ESIP") award period that vested in 2025 and accumulated dividends on those awards. This is reported in the “Option Exercises and Stock Vested in 2025” table. | n/a | $2,619,884 | | Total Long-Term | | | | $3,515,852 | | All Other Compensation | | Includes the items disclosed as “Other Compensation” in the Summary Compensation Table. | n/a | $148,885 | | TOTAL REALIZED COMPENSATION | | | | $5,906,853 | | The long-term incentive opportunities listed below were earned during a performance period that ended on December 31, 2025 but did not vest until February 25, 2026. The amount realized upon the vesting of these awards will be reported in our 2027 proxy statement. Therefore, these amounts are not included in the table above. | | | | | | 2023-2025 ESIP | 2023-2025 | Executives earned 138% of the target number of PSUs that were granted in 2023. 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. | $850,000 expressed as 5,235 PSUs | 7,225 earned PSUs |

  41. COMPENSATION REALIZED BY OUR CHIEF EXECUTIVE OFFICER IN 2025

    The realized pay table differs from the Summary Compensation Table and PVP Compensation Actually Paid ("PVP CAP") in a number of ways, including: ■ The Summary Compensation Table includes the grant date fair value of equity compensation granted during the year (calculated in accordance with accounting rules), which may or may not ever be earned. The PVP CAP reports changes in values of unvested equity that may or may not ever be earned, as measured at each year-end or at vesting, as applicable (in each case calculated in accordance with accounting rules). In contrast, this realized pay table reports only the elements of compensation actually received and/or realized by Mr. Ruiz for performance periods that ended on December 31, 2025 (except for the 2023-2025 ESIP where the performance period ended on December 31, 2025 but the awards did not vest until February 25, 2026). Specifically, the values for equity awards in the realized pay table show the gross compensation (before applicable taxes) that Mr. Ruiz received in 2025 upon the exercise of stock options and the vesting of RSUs and PSUs (as shown in the “Option Exercises and Stock Vested in 2025” table), regardless of when the shares were granted. ■ The realized pay table does not include pension value increases and above-market earnings on nonqualified deferred compensation, although these amounts are included in the Summary Compensation Table, if applicable. The Committee reviews these items as part of the Tally Sheet review discussed below in the context of a competitive overall benefit design and not as an element of its annual compensation decisions. ROLE OF THE COMPENSATION AND ORGANIZATION COMMITTEE

  42. Membership and Responsibilities

    | Compensation Tasks | Organizational Tasks | | ■ Reviews, recommends to the Board, 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 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; ■ Determines the attainment of those performance objectives; and ■ Reviews proposed new benefit plans for very large employee populations, material changes in such plans, changes to such plans with a disproportionate effect on our officers, and proposed material new employee benefit plans primarily for the benefit of key employees. | ■ Evaluates the performance of the CEO, with input from all independent directors; ■ Reviews the performance evaluations of senior officers; ■ Maintains and reviews with the Board succession planning for senior officer positions including the position of the CEO; ■ Reviews proposed organization or responsibility changes at the senior officer level; and ■ Reviews our processes, policies, and practices that support the recruitment and development of a pool of technical, professional, managerial, and executive talent on a global basis. |

  43. Use of Consultants

    | Analysis | Data Source | Purpose | How It’s Used | When It’s Conducted | | Market Analysis | Aon and WTW executive compensation databases and data publicly reported by our compensation peer group | Setting pay for our executives | Setting base pay and short- and long-term incentive targets for the next year/award cycle. This helps to determine if each executive’s compensation package is appropriately aligned with the external market. | 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 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 NEOs 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 peers establish their pay for performance profiles. | 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 confirm alignment with the market and best in class governance practices. | October |

  44. Total Compensation Analysis and Planning Process (November – February)

    report for the Committee, which also is reviewed by its independent consultant, that compares our executives’ compensation to the compensation peer group median and the average of the surveys’ median compensation data. This helps the Committee determine how each executive officer’s compensation compares to current market median values. In preparing our comparison for 2025, we used the survey results for “industrial” companies (as categorized by the survey vendors), whether publicly or privately held, with revenues between $10 billion and $50 billion. The group contains between 100 and 150 companies with revenues ranging from approximately one-half to two times our revenue. We believe this combined comparator group adequately represents the market in which we compete for talent. The companies participating in each survey vary, and we are not able to determine which of the companies reported data for each position and each component of pay. Analysis of Internal Pay Equity and our Current Pay Levels — Internal equity among similarly situated positions is an important consideration in establishing individual pay targets. We maintain internal equity by establishing approximately the same target incentive opportunities for similarly situated positions. When determining what positions are similarly situated, we consider the following aspects of each position: its essential functions, the ability of the position holder to influence our overall results, any educational requirements, where the position stands in our leadership ranks, and job demands such as frequent travel and the need to respond to business matters at any time and under any circumstances. Tally Sheets — In addition to the market analysis, each February, we provide the Committee with a comprehensive compensation Tally Sheet for each NEO. These Tally Sheets, which are also reviewed by the Committee’s independent consultant, help the Committee evaluate total remuneration and internal pay equity. The Committee reviews them before making decisions about the compensation of the NEOs for the next year. Each Tally Sheet includes all components of the executive’s current compensation, including base salary, short-term incentive compensation, equity incentive compensation, retirement savings programs, health and welfare programs, and the cost of personal executive benefits. The Committee also reviews potential payments under various termination scenarios. Performance Assessments — Executive performance assessments are another key part of the Committee’s Total Compensation Analysis and Planning Process. Mr. Ruiz meets individually with his direct reports, including the NEOs, to discuss the performance assessments for their respective direct reports and to formulate initial recommendations for an appropriate total compensation plan for each executive. No member of management, including Mr. Ruiz, makes recommendations regarding his or her own pay. The Committee meets with its independent consultant in Executive Session to review Mr. Ruiz’s performance assessment, the comprehensive market data for his position, and his Tally Sheet to establish his total compensation plan.

  45. Evaluating Pay

    Evaluating Pay In July of each year, the Committee evaluates pay relative to external market data to validate the individual compensation opportunities that were established in February, and also considers whether we are setting appropriate performance hurdles and criteria. This process involves collecting and reviewing peer group information and third-party survey data and analyzing it as described below. Peer Group Selection — The Committee uses proxy compensation data reported by a compensation peer group together with the survey data described under “Market Analysis” to set each NEO's base salary and short- and long-term incentive targets. The Committee uses a compensation peer group in order to have additional data points to consider when setting pay and evaluating compensation programs. With input from Meridian, the Committee chose the companies in the compensation peer group based on specific characteristics such as, but not limited to: trailing 12 months revenue; market cap and revenue in the range of one-third to three-times those of Eaton’s; number of employees; financial performance; industry; total non-U.S. revenue; number of reporting segments; and whether the company includes Eaton in its own peer group. In addition, the peer industry mix of the compensation peer group is focused on diversified industrial companies that are operationally and strategically similar to Eaton and represents a sample of companies with whom we compete for talent. The 23 companies that comprised Eaton’s compensation peer group used for benchmarking executive pay in 2025 are listed in the following table.

  46. Evaluating Pay

    | 2025 Compensation Peer Group | | | | 3M Company | Emerson Electric Co. | PACCAR Inc. | | ABB Ltd | Honeywell International Inc. | Parker-Hannifin Corporation | | Aptiv PLC | Illinois Tool Works Inc. | Rockwell Automation, Inc. | | Carrier Global Corporation | International Paper Company | Stanley Black & Decker, Inc. | | Caterpillar Inc. | Johnson Controls International plc | TE Connectivity plc. | | Cummins Inc. | Lear Corporation | Trane Technologies plc | | Deere & Company | Northrop Grumman Corporation | Whirlpool Corporation | | Dover Corporation | Otis Worldwide Corporation | |

  47. Evaluating Pay

    In October 2025, the Committee conducted a routine review of the peer group in light of our growth strategy and because our revenue exceeded the median of the group listed above. Upon review of an analysis conducted by Meridian using the characteristics described in the previous paragraph, the Committee decided to make the following changes to the composition of the group for 2026: Aptiv PLC, Dover Corporation, International Paper Company, Lear Corporation, Rockwell Automation, Inc., Stanley Black & Decker, Inc., and Whirlpool Corporation will be removed from the group and Cisco Systems, Inc., GE Vernova Inc., General Dynamics Corporation, and Quanta Services, Inc. will be added to the group. Eaton's revenue is positioned at approximately the 47th percentile of this revised group. The compensation peer group does not replace Eaton’s strategic peer group that served as the relative peer group for purposes of comparing TSR as it relates to Eaton’s long-term performance-based incentive plan. The strategic peers used in our long-term plan were chosen based on their industry segment, among other considerations, so that the overall revenue of each segment would approximate Eaton’s revenues for each segment (Electrical, Aerospace, and Mobility) versus overall revenue for the entire enterprise. The revenue of many companies in the strategic peer group is smaller than Eaton’s and given that there is a correlation between the revenue size of a company and the pay it delivers, the Committee determined that the strategic peer group would not serve as an appropriate peer group for purposes of setting pay. Peer Pay Analysis — Each year, we provide the Committee with an analysis that includes the compensation reported by each publicly traded compensation peer in its annual proxy statement and market survey data for positions that are equivalent to positions held by our NEOs. The Committee uses this analysis in reviewing and establishing our stretch incentive plan goals and in answering whether our compensation targets and payouts are appropriately aligned to market comparators given our performance. In 2025, this review of survey and compensation peer proxy data confirmed that Eaton’s compensation opportunities were aligned with the external data points and that we are setting rigorous targets. Executive Compensation Program Audit — Each October, the Committee’s independent consultant prepares a report that compares Eaton’s executive compensation programs to prevalent practices in the external market. This review includes, but is not limited to, the design of our short- and long-term incentive plans, deferral plan design, severance and change of control practices, executive benefits and perquisites, stock ownership requirements, and clawback policies. The Committee uses this report to determine whether any changes are needed to any of our executive compensation programs to better align with market and governance practices. In 2025, the Committee did not make any changes to our executive compensation plans or programs as a result of this report.

  48. OVERVIEW OF OUR PRIMARY COMPENSATION COMPONENTS

    | 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 ("EIC") Plan – Cash incentive tied to Adjusted EPS and Adjusted OCF goals, as well as business unit and individual performance objectives | Paid in cash after the year has ended and performance has been measured Executives may elect to defer payments under our Deferred Incentive Compensation Plan II | | Long-term incentives | | Value realization for our long-term incentives depends on our stock performance | Earned awards are distributed in Eaton ordinary shares after the 3-year award period has ended and performance has been measured. | | | 50% PSUs | ESIP – Long-term performance-based incentives granted in the form of PSUs that vest based on relative TSR targets. | | | | 25% RSUs | RSUs and stock options – Long-term incentives that vest over time based on continued service to our Company | Vest in approximately equal annual installments over 3 years | | | 25% Stock Options | | | | Other performance and retention grants | | Retention RSUs – Granted on rare occasions to foster engagement and retention and may be tied to achievement of performance objectives | Vesting periods range from 3 to 10 years |

  49. Short-Term Performance-Based Compensation

    Short-Term Performance-Based Compensation We establish a competitive annual cash incentive opportunity for each NEO, which is intended to align with the market median short-term incentive target (expressed as a percentage of base salary) as determined in our annual market analysis. The Committee determines target opportunities for each executive in February during its Total Compensation Analysis and Planning Process. Annual cash incentive opportunities can be earned from 0-300% of target, with the threshold for payment set at 25% of target. Metrics, Goals, and Results — In February 2025, the Committee established Adjusted EPS and Adjusted OCF goals based on its review of market analyses, our annual profit plan as approved by the Board, external research reports, and analyses of peer group data. The Committee also considered Adjusted EPS growth rate guidance for us and our strategic peers as a key starting point for setting aggressive performance objectives for our short-term incentive plan. The Adjusted EPS metric measures earnings growth, while the Adjusted OCF metric is a direct measure of the operating efficiencies we believe we need to be successful, including, but not limited, to the Company’s ability to produce cash that is available to drive shareholder value through acquisitions, dividends, share buybacks, repayment of debt, and other strategic initiatives. In addition, both metrics are used among our compensation peers. The Committee also believes these are appropriate metrics because of their link to shareholder value creation. The Committee believes that the target level Adjusted EPS and Adjusted OCF goals established at the beginning of 2025 were challenging but attainable. The following table shows the 2025 goals and our actual results for the year. Adjusted EPS and Adjusted OCF are non-GAAP measures. Adjusted EPS is defined as net income, excluding acquisition and divestiture charges, restructuring program charges, and intangible asset amortization expense, and Adjusted OCF is defined as operating cash flow, excluding the impact of U.S. qualified pension contributions. The 2025 target Adjusted EPS and Adjusted OCF objectives were $12.00 and $4,800 million, respectively. Actual Adjusted EPS and Adjusted OCF were $12.07 and $4,472 million, respectively, which generated a calculated payout of 96% of target. However, the

  50. Short-Term Performance-Based Compensation

    | EATON 2026 Proxy Statement | 37 |

  51. Short-Term Performance-Based Compensation

    Committee determined it was appropriate to remove from results certain one-time items, such as the gains on the Fibrebond acquisition that were not included in our profit plan, and other items that were not related to our operational performance, such as real-estate related transactions and the deferral of certain cash payments. After removal of these items, the payout was reduced to 70%.

  52. 2025 EIC PLAN GOALS AND RESULTS

    2025 EIC PLAN GOALS AND RESULTS 2025 SHORT-TERM INCENTIVE AWARDS In February 2025, in addition to establishing EIC Plan performance objectives, the Committee also established an individual target award opportunity for each executive that reflected the market median target annual incentive opportunity as determined in our annual market analysis. The Committee considered the following items in determining the final 2025 short-term incentive payout: ■ The Company’s 70% payout factor as described above. ■ Individual and business unit performance factors that are based on the achievement of the following performance criteria: ■ Financial Goals: Achieving the Company’s annual financial plan, as well as the annual financial plan for the executive’s business unit. ■ Growth Goals: Building our brand; outgrowing the markets in which we operate; introducing new products and services. ■ Operational Excellence: Workplace safety and emissions reduction; advancements in quality; supply chain improvement; and operational efficiency/productivity. ■ Building Organizational Capacity: Reinforcing our ethical standards; attracting and developing talent; developing a diverse and inclusive organization; and promoting a learning culture. The following table illustrates each NEO’s 2025 award opportunity and their actual award under the EIC Plan relative to that opportunity. The NEOs' awards are subject to the corporate and individual performance factors described above. Awards for Messrs. Awada, Arnold, and Marshall are prorated based on the date each was hired by, or departed from, the Company, as applicable. The amounts shown below are rounded to the nearest whole dollar. Each NEO’s short-term incentive award is appropriately reported in the Summary Compensation Table.

  53. Long-Term Incentive Compensation

    Long-Term Incentive Compensation The Committee establishes a target long-term incentive opportunity for each executive that is intended to align with the market median values as determined in our annual market analysis. We provide long-term incentive compensation to our executive officers in two components that generally are weighted as follows: ■ 50% in PSUs: Relative TSR serves as the performance criteria for the performance-based ESIP periods which are three years in length and generally subject to continued employment with us through the performance period. ESIP opportunities are denominated in PSUs and the number of share units earned by executives will depend on the rank of our total return to shareholders against that of a TSR Peer Group (named in the table on following page). The value realized by executives will depend on share price appreciation or depreciation over the award period, thereby providing a direct link to shareholder value creation. ■ 50% in Time Based Equity Awards: The NEOs typically receive approximately an equal mix of stock options and RSUs to align their interests with the shareholders based on the performance of our stock price. Time-based equity vests over a minimum of a three-year period and is subject to continued employment with us over the vesting period. We believe that this mix of long-term incentives provides an appropriate balance that focuses executives on the long-term success of the Company and aligns their interests with those of the shareholders. Equity Grant Practices — We typically grant equity-based awards in February. Consistent with market practices, the Committee also provides new hire grants at the time of hire that are intended to replace the value of long-term incentives that a newly hired executive forfeits when he or she leaves the prior employer to join our Company, as was the case with Ms. Clark Dougherty and Mr. Awada in 2025. For more information about our new hire grant practices, please see "Stock Option Grant Timing". In addition, in limited circumstances, the Committee may provide a grant in the event of a significant promotion. The Committee has the authority to fix the date and all terms and conditions of equity grants to executive officers and other employees under our various stock plans, all of which have been approved by our shareholders. Our equity program adheres to the following best practices: ■ Equity-based awards generally vest over, or upon the conclusion of, at least a three-year period and vesting is contingent upon continued service with us over the vesting or performance period (except in the case of an employee’s death, disability, or retirement). ■ We set the strike price for all of our stock options at the fair market value of our shares on the date of the grant. Our current shareholder-approved stock plans define “fair market value” as the “closing price” as quoted on the NYSE on the date of the grant. PERFORMANCE-BASED LONG-TERM INCENTIVES FOR THE PERIOD ENDING DECEMBER 31, 2025 2023-2025 ESIP Performance Criteria: The Committee adopted relative TSR as the performance metric for the 2023-2025 ESIP period. We and the Committee believe a short-term plan with earnings growth and operating cash flow metrics (via the Adjusted EPS and Adjusted OCF goals) complemented by a TSR-driven long-term plan is an effective combination that correlates with shareholder value creation. The 2023-2025 ESIP was designed such that our TSR rank among a TSR Peer Group (named in the table on the following page) would determine an adjustment factor that could range from 0% to 200%. Ranking in between the threshold, target and maximum performance levels results in linear interpolation of the percentage earned. Additionally, if our TSR was positive but ranked the lowest among the TSR Peer Group, the maximum adjustment factor that could be earned was 25% of target. If our TSR ranked highest among the TSR Peer Group when compared to that of the peer companies, but was negative, then the maximum adjustment factor that could be earned was 100% of target. Consistent with our historical practice, the adjustment factor under this plan design was capped at 200% of target. The TSR Peer Group for the 2023-2025 award period was comprised of 16 companies (excluding Eaton), 11 of which are direct peers in either the Electrical, Aerospace, or Mobility segments and five of which are diversified peers. The revenue of the directly competitive peers in each segment expressed as a percentage of total peer group revenue roughly equated to the percentage of revenue each such segment represented of total Eaton revenue at the beginning of the award period (with the indirect peers added to the direct Electrical peers). 2023-2025 ESIP Awards — Awards earned for the 2023-2025 award period were determined based on our TSR ranking among the TSR Peer Group. For ESIP TSR calculation purposes, our stock price at the beginning of the award period is the average closing price per share taken over the first 30 trading days of the award period, which

  54. Long-Term Incentive Compensation

    | EATON 2026 Proxy Statement | 39 |

  55. Long-Term Incentive Compensation

    was $155.58 (adjusted to reflect dividend reinvestments over the period), and our stock price at the end of the award period is the average closing price per share taken over the last 30 trading days of the award period, which was $332.23 (adjusted to reflect dividend reinvestments over the period). This resulted in TSR of 113.55%. Eaton had an absolute ranking of sixth among the peer companies, and a percentile ranking at the 68.75th percentile. This percentile ranking resulted in a performance adjustment factor of 138% of target (rounded up to the nearest whole percentage from 137.5%). The results are shown in the following tables.

  56. Long-Term Incentive Compensation

    | | Threshold | Target | Actual Results | Maximum | | Relative Ranking | TSR is positive but ranks the lowest among the peers | 50th Percentile | 68.75th Percentile | 100th Percentile | | Adjustment Factor | 25% | 100% | 138% | 200% |

  57. Long-Term Incentive Compensation

    | Company Name | TSR | Absolute Ranking | Relative Ranking | Adjustment Factor (Linear Interpolation From 0% to 200%, Rounded to Whole Percent) | | Woodward, Inc. | 185.37% | 1 | 100.00% | | | Parker-Hannifin Corporation | 179.11% | 2 | 93.75% | | | Moog, Inc. | 157.40% | 3 | 87.50% | | | Safran SA | 137.74% | 4 | 81.25% | | | Allison Transmission Holdings Inc. | 122.55% | 5 | 75.00% | | | Eaton Corporation | 113.55% | 6 | 68.75% | 138% | | ABB Ltd. | 98.75% | 7 | 62.50% | | | Hubbell, Inc. | 94.94% | 8 | 56.25% | | | Siemens Aktiengesellschaft | 76.42% | 9 | 50.00% | | | Schneider Electric SE | 67.22% | 10 | 43.75% | | | Legrand SA | 66.00% | 11 | 37.50% | | | Emerson Electric Co. | 54.85% | 12 | 31.25% | | | Rockwell Automation | 48.75% | 13 | 25.00% | | | Dover Corporation | 36.25% | 14 | 18.75% | | | Illinois Tool Works, Inc. | 14.67% | 15 | 12.50% | | | BorgWarner Inc. | 14.57% | 16 | 6.25% | | | Honeywell International Inc. | 5.95% | 17 | 0.00% | |

  58. Long-Term Incentive Compensation

    Final earned awards were determined by multiplying the target number of PSUs by the formulaic performance factor of 138% and rounding up to the nearest whole share. The earned number of PSUs vested on February 25, 2026 and will be reported in the Options Exercised and Stock Vested Table in our proxy statement for our 2027 annual general meeting. Dividend equivalents were also paid in cash based on the aggregate dividend paid over the period ($11.36) and the final number of earned share units.

  59. Long-Term Incentive Compensation

    | 40 | EATON 2026 Proxy Statement |

  60. Long-Term Incentive Compensation

    Awards earned by our NEOs for the 2023-2025 ESIP period are shown in the following table. Mr. Arnold retired on May 31, 2025 and Mr. Marshall departed the Company on September 30, 2025, therefore their earned awards are prorated based on the number of months each was actively employed during the award period. Mr. Leonetti, Mr. Awada, and Ms. Clark Dougherty were not employees at the inception of the 2023-2025 award period and did not participate in this award period.

  61. Long-Term Incentive Compensation

    | Executive | 2023-2025 Target | Target Units | Earned Share Units (based on 138% payout) | Value of Award at Vesting (based on $372.96 on 2/25/2026) | Accumulated Dividends (based on $11.36 per share) | Total Award + Dividend Equivalents | | P. Ruiz | $850,000 | 5,235 | 7,225 | $2,694,636 | $82,068 | $2,776,704 | | H. Monesmith | $1,175,000 | 7,235 | 9,985 | $3,724,006 | $113,422 | $3,837,428 | | C. Arnold | $4,531,250 | 27,901 | 38,504 | $14,360,452 | $437,398 | $14,797,850 | | E. Marshall | $572,917 | 3,529 | 4,871 | $1,816,688 | $55,323 | $1,872,011 |

  62. Long-Term Incentives Granted in 2025

    Long-Term Incentives Granted in 2025 Long-Term Incentive Grants in 2025 — In February 2025, the Committee established total long-term incentive opportunities, expressed as a cash value, for each executive. Targets are intended to align with market median long-term incentive value as determined during our annual market analysis described above. Long-term incentive grants were comprised of PSUs (50%) and time-based equity awards (50%). PSUs Granted for the 2025-2027 ESIP — In February 2025, the Committee approved PSU grants that represented approximately 50% of each NEO’s target total long-term incentive opportunity. The number of PSUs granted to each NEO was based on the thirty-day average closing price of our ordinary shares leading up to and including the grant date. At the end of the award period, the number of PSUs will be adjusted up or down based on our TSR rank relative to that of the TSR Peer Group (described in the "2023-2025 ESIP Award" section). The adjusted number of share units, if any, will be distributed to participants in the form of our ordinary shares. An accumulated dividend equivalent equal to the aggregate dividend paid over the award period multiplied by the number of earned shares will be paid in cash at vesting. Establishment of Performance Criteria for the 2025-2027 ESIP PSUs — The structure of our 2025-2027 ESIP is identical to that of the 2023-2025 ESIP described above. That is, awards for the 2025-2027 ESIP award period will be determined based on our TSR relative to that of the TSR Peer Group. TSR is calculated by taking the total of share price appreciation and dividends (assuming immediate reinvestment of dividends) over the three-year period compared to our share price at the beginning of the period. Our TSR rank among the TSR Peer Group will determine an adjustment factor which can range from 0% to 200%, such that executives will earn an award if our TSR ranks as follows:

  63. Long-Term Incentives Granted in 2025

    | | Threshold | Target | Maximum | | Relative Ranking | TSR is positive but ranks the lowest among the peer group | 50th Percentile | 100th Percentile | | Adjustment Factor | 25% | 100% | 200% |

  64. Long-Term Incentives Granted in 2025

    Additionally, if our TSR is positive but ranks the lowest among the TSR Peer Group, the maximum adjustment factor that can be earned is 25% of target. If our TSR ranks the highest among the TSR Peer Group, but is negative, then the maximum adjustment factor that can be earned is 100% of target. The payout between threshold and maximum will be interpolated based on the rank of our TSR among the peer companies. The TSR Peer Group for our 2025-2027 award period includes the same 16 companies that comprised our TSR Peer Group for the 2023-2025 and 2024-2026 award periods. Eleven of the TSR Peers are direct peers in either the Electrical, Aerospace, or Mobility segments and five are diversified but relevant peers. The revenue of the directly competitive peers in each segment expressed as a percentage of total peer group revenue roughly equates to the percentage of revenue each such segment represents of total Eaton revenue (with the indirect peers added to the direct Electrical peers). The companies included in the TSR Peer Group are: Direct Peers: ABB Ltd., Allison Transmission Holdings Inc., BorgWarner Inc., Hubbell, Inc., Legrand SA, Moog, Inc., Rockwell Automation Inc., Safran SA, Schneider Electric SE, Siemens Aktiengesellschaft, Woodward, Inc.

  65. Long-Term Incentives Granted in 2025

    | EATON 2026 Proxy Statement | 41 |

  66. Long-Term Incentives Granted in 2025

    Diversified Peers: Dover Corporation, Emerson Electric Co., Honeywell International Inc., Illinois Tool Works, Inc., Parker-Hannifin Corporation RSUs Granted in 2025 — On February 26, 2025, the Committee approved RSU grants that represented approximately 25% of each NEO’s target total long-term incentive opportunity, except Ms. Clark Dougherty, whose RSU grant represented 50% of her long-term incentive opportunity. These RSUs vest in approximately equal installments over three years, generally subject to continued employment with us. An accumulated dividend equivalent equal to the aggregate dividend paid over the restricted period multiplied by the number of shares vesting is paid in cash at vesting. Stock Options Granted in 2025 — On February 26, 2025, the Committee approved stock option grants that represented approximately 25% of each NEO's target total long-term incentive opportunity, except Ms. Clark Dougherty, who was not an executive officer on the grant date and therefore was not eligible to receive a stock option grant. The stock options granted in 2025 will vest in substantially equal annual installments over three years, generally subject to the executive’s continued employment with us. Stock options have a ten-year term and a strike price equal to the closing price per ordinary share on the date of the grant. 2025 Long-Term Incentive Targets — Each NEO’s target long-term incentive opportunity and mix of grant types is shown below. Mr. Awada was hired after the annual grant date and did not receive long-term incentive grants during our annual planning process (see "New Hire Grants in 2025"). The target amounts shown below differ from the amounts reported in the Summary Compensation Table, which reports the grant date fair value determined in accordance with ASC Topic 718.

  67. Long-Term Incentives Granted in 2025

    | Executive | PSU Target | RSU Target | Stock Option Target | Target Total Long-Term Incentive | | P. Ruiz | $3,000,000 | $1,500,000 | $1,500,000 | $6,000,000 | | O. Leonetti | $1,800,000 | $900,000 | $900,000 | $3,600,000 | | H. Monesmith | $1,450,000 | $725,000 | $725,000 | $2,900,000 | | L. Clark Dougherty | $750,000 | $750,000 | $0 | $1,500,000 | | C. Arnold | $6,250,000 | $3,125,000 | $3,125,000 | $12,500,000 | | E. Marshall | $800,000 | $400,000 | $400,000 | $1,600,000 |

  68. New Hire Grants in 2025

    New Hire Grants in 2025 Ms. Clark Dougherty and Mr. Awada each received cash sign-on bonuses ($483,373 and $1,262,820, respectively) and new hire grants to replace short- and long-term incentive opportunities that each forfeited upon joining Eaton. The cash sign-on bonuses are subject to agreements that require the executive to repay to Eaton the full amount of the bonus if he or she voluntarily resigns or is terminated for Cause (as defined in the repayment agreement) within three years of their respective hire dates. The new hire grants included RSUs in the amounts set forth in the following table, with the same terms as described above for the long-term incentives granted in 2025.

  69. New Hire Grants in 2025

    | Executive | Grant Date | RSU Target | | L. Clark Dougherty | February 3, 2025 | $1,100,781 | | K. Awada | November 3, 2025 | $3,411,480 |

  70. Other Officer Arrangements

    Other Officer Arrangements Effective May 31, 2025, Mr. Arnold retired from Eaton and was eligible for retirement treatment of various components of compensation and benefits, consistent with the treatment provided to executives who have an approved retirement and terms of applicable plans. Pursuant to the applicable terms and conditions of his equity award agreements and the determination of the Committee, this retirement treatment includes, continued vesting of outstanding unvested RSUs and stock options (the stock options will remain exercisable for the remainder of their term). A pro-rata portion (based on his service during the performance period) of his PSUs may be earned based on actual performance determined following the end of the performance period. Pursuant to the terms of the EIC Plan, Mr. Arnold's target award was pro-rated to reflect the number of months of his service during the award period and calculated using the same performance factor (70%) that was used to determine all other

  71. Other Officer Arrangements

    participants' awards. The treatment of Mr. Arnold's health, welfare and retirement benefits and nonqualified deferred compensation is managed in accordance with the terms and conditions of the applicable plans. Please see "2025 Potential Payments Upon Termination or Change of Control - NEO Departures" for additional information. Effective September 30, 2025, Mr. Marshall departed from the Company. In connection with his departure, Mr. Marshall entered into an agreement with the Company, which provided the following payments and benefits: (i) a payment equal to 1.5 times the sum of his current annual salary and target annual incentive under the Company's short-term incentive plan; (ii) a payment in consideration of the approximate surrender value of an individually owned life insurance policy and outplacement services; (iii) pro-rated eligibility in the open award periods under the Company's performance-based short- and long-term incentive programs; (iv) vesting of a special retirement contribution to the Eaton Supplemental Retirement Plan; (v) continued vesting of his unvested stock options and RSUs with the remaining term to exercise options; and (vi) health and welfare benefits continuation for a period of six months. Please see "2025 Potential Payments Upon Termination or Change of Control - NEO Departures" for additional information. HEALTH AND WELFARE, RETIREMENT AND OTHER BENEFIT PLANS

  72. Other Retirement and Compensation Arrangements

    Other Retirement and Compensation Arrangements The 2025 Pension Benefits table in this Proxy Statement reports retirement benefits for Mr. Arnold and the other NEOs who participate in our defined benefit pension plans. Certain provisions of the Code limit the annual benefits that may be paid from a tax-qualified retirement plan. As permitted under the Code, the Board has authorized plans under which payment will be made for any benefits that may exceed those limits. If these nonqualified benefits accrued before 2005, executives may choose a lump sum payment or an annuity (unless otherwise determined by the Committee), except that if there is a change of control of the Company, they will be paid at the time of the event (unless otherwise determined by the Board) in a lump sum. These benefits that accrued after January 1, 2005 will be paid in the form of a single sum at retirement. In response to market practices and to enhance our ability to attract and retain key executives, the Board of Directors also adopted plans that provide supplemental annual retirement income to certain executives whom we hire mid-career, because they do not have the opportunity to accumulate significant credited service with us under our tax-qualified retirement income or nonqualified restoration plans. These supplemental plans deliver a benefit if the executive either retires at age 55 or older with at least 10 years of service, or at age 65 or older regardless of the years of service. No new participants have been added to this plan since 2011. The tax-qualified pension plans that we maintain for our U.S. salaried and non-union employees define the term "compensation" to include base salary, overtime pay, pay premiums, and awards under any short-term variable pay or incentive compensation plans (including amounts deferred for receipt at a later date). We use this same definition for calculating pension benefits under the nonqualified executive retirement income arrangements described in the preceding paragraph. These qualified and nonqualified retirement income plans are the only compensation or benefit plans or programs that we provide to executive officers that consider base salary and earned annual incentive awards in the calculation of the executives’ account balances. Long-term incentives, including cash and amounts realized upon the exercise of stock options or vesting of other equity-based awards, are not factored into these calculations. PENSION FREEZE ENACTED DECEMBER 31, 2020 Eaton regularly considers cost savings opportunities in all aspects of how we operate, including the market competitiveness of our retirement benefits. Since 2001, we have periodically reviewed our pension plan to determine how we compare to companies like ours, particularly diversified industrial companies. Our survey found that many large companies, including over half of our peers, had already frozen or announced they were freezing their pension plans. Effective December 31, 2020, we froze our qualified pension plans for U.S. non-union employees, including our NEOs. This freeze affects participants in our Pension Plan for Eaton Employees. In the first quarter of 2021, we froze, with the same effect and timing, the related nonqualified DB Restoration and Limited Service Supplemental Plans. These plans are further described below. ■ For those in our “Average Final Annual Compensation” benefit formula (the “AFAC Benefit Formula”), the freeze will take effect as of December 31, 2025, meaning no additional pay and service credits will be earned beginning on January 1, 2026. ■ For those in our “Eaton Personal Pension Account” under the cash balance formula (the “EPPA benefit formula”), the freeze took effect as of December 31, 2020, but we will not end cash balance pay credits until December 31, 2025. Instead of putting the pay credit in employees’ cash balance pension accounts, we will duplicate it as a contribution to the Eaton Savings Plan ("ESP") (Eaton’s 401(k)) and Eaton Supplemental Retirement Plan over the five-year transition period. Pay credits for compensation greater than the amount of annual compensation that may be taken into account in calculating contributions to a qualified savings plan are credited to the participant’s notional account in the Eaton Supplemental Retirement Plan. At the end of the five-year period, beginning January 1, 2026, participants in these plans will then be eligible to receive the same contribution into the ESP and Eaton Supplemental Retirement Plan, as applicable, as employees hired on or after April 1, 2013, which is currently a 4% Eaton Retirement Contribution. Any employee hired on or after April 1, 2013 and all U.S. employees of Cooper immediately prior to our acquisition of Cooper receive an additional employer contribution under the ESP and Eaton Supplemental Retirement Plan, as applicable, in lieu of earning a benefit under the aforementioned pension plans.

  73. Employment Contracts, Change of Control Agreements and Severance Benefits

    Employment Contracts, Change of Control Agreements and Severance Benefits We do not provide our executive officers with employment contracts; however, we do enter into Change of Control Agreements with each executive officer that provide benefits if an executive’s employment is terminated or materially changed for certain reasons following a change of control. These agreements contain double-trigger severance provisions and restrictive covenants and do not provide tax gross ups. We believe that these Change of Control Agreements are in the best interest of our shareholders because they help foster the continued dedication and focus of key executives in the event of a change of control of the Company. Details of our Change of Control Agreements may be found in the narrative discussion accompanying the "2025 Potential Payments Upon Termination or Change of Control" section. As previously stated, we have not entered into employment contracts with any of our NEOs. As such, no NEOs, during employment, have contractual arrangements that prescribe severance benefits in the event an executive’s employment is involuntarily terminated by the Company for reason other than Cause. Instead, the Committee has the sole discretion to decide what, if any, severance benefits will be offered to the executive. In the case of an involuntary termination for reason other than Cause, we would expect the Committee to consider providing severance benefits of up to two-times the sum of annual base salary plus target annual incentive, as described in the Involuntary Termination - Not for Cause scenario under the "2025 Potential Payments Upon Termination or Change of Control" section, depending on the circumstances leading to the executive’s termination. The Committee believes that it is in the best interest of the Company and our shareholders when a departing executive is treated fairly and in a manner that will help us to secure appropriate confidentiality, non-competition, non-solicitation, non-disparagement, and general release agreements. It is not our practice to provide severance in the case of a termination for “Cause”, voluntary resignation, retirement (including when our officers reach the mandatory retirement age of 65), death, or disability.

  74. Compensation and Organization Committee Annual Risk Assessment

    | Our Executive Compensation Strategies and Programs Are Structured to Reduce Risk | | The Committee and management also concluded that our executive compensation strategy and programs are structured in the best interest of the Company and its stakeholders and do not create a material risk due to a variety of mitigating factors, such as: | | ■ An emphasis on long-term compensation that utilizes a balanced portfolio of compensation elements and delivers rewards based on sustained performance over time; ■ The Committee’s sole power to set performance objectives for our incentive plans; ■ Our long-term performance plan (ESIP) focuses on relative TSR. This creates a focus on driving sustained performance over multiple award periods that mitigates the potential for executives to take excessive risks to drive one-time, short-term performance spikes in any one period; ■ The use of equity awards fosters retention and these awards and our share ownership and holding requirements align our executives’ interests with those of our shareholders; ■ Capping the potential payouts under the short- and long-term incentive plans to eliminate the potential for windfalls; and ■ A clawback policy that allows us to recover compensation in the case of a material restatement of financial results and/or employee misconduct. |

  75. SUMMARY COMPENSATION TABLE FOR 2025

    SUMMARY COMPENSATION TABLE FOR 2025

  76. SUMMARY COMPENSATION TABLE FOR 2025

    | Name and Principal Position | Year | Salary($)(2) | Bonus($)(3) | Stock Awards($)(4) | Option Awards($)(4) | Non-Equity Incentive Plan Compensation($)(5) | Changes In Pension Value and Nonqualified Deferred Compensation Earnings($)(6) | All Other Compensation($)(7) | Total($) | | P. Ruiz Chief Executive Officer | 2025 | $1,087,116 | – | $4,140,314 | $1,384,695 | $1,155,000 | $7,667 | $148,885 | $7,923,677 | | | 2024 | $829,278 | – | $2,119,553 | $600,589 | $1,358,125 | $7,139 | $117,279 | $5,031,963 | | | 2023 | $707,841 | – | $1,512,480 | $453,635 | $1,125,605 | $2,741 | $70,360 | $3,872,662 | | O. Leonetti(1) Executive Vice President and Chief Financial Officer | 2025 | $923,272 | – | $2,484,188 | $831,779 | $680,316 | – | $181,025 | $5,100,580 | | | 2024 | $805,076 | $271,667 | $5,754,556 | $3,889,522 | $1,003,475 | – | $38,972 | $11,763,268 | | H. Monesmith President and Chief Operating Officer - Electrical Sector | 2025 | $856,501 | – | $2,001,895 | $668,308 | $631,115 | $8,759 | $172,904 | $4,339,482 | | | 2024 | $813,605 | – | $2,724,774 | $773,486 | $1,066,307 | $8,725 | $164,189 | $5,551,086 | | | 2023 | $749,171 | – | $2,090,150 | $627,367 | $1,250,893 | $8,352 | $138,745 | $4,864,678 | | K. Awada Executive Vice President and Chief Human Resources Officer | 2025 | $181,731 | $1,262,820 | $3,411,480 | – | $105,000 | $9,971 | $32,913 | $5,003,915 | | L. Clark Dougherty Executive Vice President and Chief Legal Officer | 2025 | $584,135 | $483,373 | $2,481,529 | – | $376,687 | – | $281,533 | $4,207,257 | | C. Arnold Former Chairman and Chief Executive Officer | 2025 | $602,552 | – | $8,626,397 | $2,884,782 | $718,958 | $1,005,216 | $136,236 | $13,974,141 | | | 2024 | $1,450,000 | – | $12,611,090 | $3,567,137 | $3,183,548 | $1,605,502 | $158,191 | $22,575,468 | | | 2023 | $1,441,667 | – | $10,029,689 | $3,012,084 | $4,032,160 | $1,743,780 | $234,609 | $20,493,989 | | E. Marshall Former Executive Vice President and Chief Human Resources Officer | 2025 | $610,915 | – | $1,104,084 | $370,214 | $388,566 | $3,886 | $2,613,867 | $5,091,532 | | | 2024 | $780,657 | – | $2,088,253 | $427,692 | $914,711 | $3,624 | $152,661 | $4,367,598 | | | 2023 | $744,672 | – | $1,112,015 | $332,987 | $994,705 | $3,403 | $129,521 | $3,317,303 |

  77. SUMMARY COMPENSATION TABLE FOR 2025

    (1) Mr. Leonetti ceased to serve as Executive Vice President and Chief Financial Officer as of March 2, 2026. (2) In 2025, $150,000 of Mr. Ruiz’s salary and $79,167 of Mr. Arnold's salary was attributable to their service as a member of the Board per Irish regulations. Salaries for Mr. Awada, Ms. Clark Dougherty, Mr. Arnold, and Mr. Marshall reflect service provided to the Company in 2025 based on their respective hire or departure dates, as applicable. (3) The amount for Mr. Awada and Ms. Clark Dougherty is a cash sign on bonus to replace the short-term and long-term incentive opportunities each forfeited when he or she left their respective former employers to join Eaton. Cash sign-on bonuses are subject to agreements that requires the executive to repay to Eaton the full amount of the bonus if he or she voluntarily resigns or is terminated for Cause within three years of their respective hire dates. (4) These two columns show the grant date fair value of equity awards granted to the NEOs, computed in accordance with Financial Accounting Standard Board Accounting Standards Codification 718, Compensation—Stock Compensation (“ASC 718”), excluding the effect of estimated forfeitures. The value of stock options is based on the Black-Scholes option pricing model. The assumptions used in connection with these valuations are further described in Note 14 to the Consolidated Financial Statements of our 2025 Annual Report on Form 10-K (the "2025 10-K"). The actual amounts realized by each NEO will vary based on a number of factors, including the market performance of our shares, continued employment through the vesting date, and timing of option exercises. The RSUs and stock options typically vest in substantially equal installments over a three-year period beginning with the first anniversary of the grant date. The PSUs are subject to performance criteria and may or may not vest at the end of the three-year performance period. Dividend equivalents are paid in cash when the RSUs and PSUs vest based on the aggregate dividend paid to our shareholders during the restricted period. The value of PSU awards, as reported in the table, does not change assuming that the highest level of performance conditions will be achieved.

  78. SUMMARY COMPENSATION TABLE FOR 2025

    | EATON 2026 Proxy Statement | 49 |

  79. SUMMARY COMPENSATION TABLE FOR 2025

    (5) Non-Equity Incentive Plan Compensation reported in this column includes payments earned under the EIC Plan. For 2025, the amounts shown represents the awards earned at 70% of target. The material features of this incentive plan are described in the CD&A. (6) This column includes the aggregate change in the actuarial present value of the accumulated benefit under all defined benefit pension plans for each NEO and above-market earnings on nonqualified deferred compensation. Mr. Monesmith participated in the Cooper Pension Plan, which was merged with the Pension Plan for Eaton Employees in 2018. He receives no other benefit under the Pension Plan for Eaton Employees. Messrs:. Ruiz, Leonetti, Marshall, and Ms. Clark Dougherty also do not receive a benefit under the Pension Plan for Eaton Employees. Instead, the NEOs other than Mr. Arnold receive an additional employer contribution under our defined contribution plan. Mr. Awada was rehired in 2025 and has a Pension Plan balance from his prior service to Eaton.

  80. SUMMARY COMPENSATION TABLE FOR 2025

    | | Above-Market Earnings | Qualified | Nonqualified | Total | | P. Ruiz | $7,667 | - | - | $7,667 | | O. Leonetti | - | - | - | - | | H. Monesmith | $8,759 | - | - | $8,759 | | K. Awada | - | $9,971 | - | $9,971 | | L. Clark Dougherty | - | - | - | - | | C. Arnold | $424,632 | $65,032 | $515,552 | $1,005,216 | | E. Marshall | $3,886 | - | - | $3,886 |

  81. SUMMARY COMPENSATION TABLE FOR 2025

    (7) “All Other Compensation” includes: ■ Reimbursement of financial, tax, and estate planning; ■ Personal Use of Company Aircraft: The amount reported in the following table is the executive’s use of our airplanes for personal travel. In addition, in 2025, Messrs.: Ruiz, Leonetti, Monesmith, Awada, Arnold, and Marshall each had family members accompany them on our aircraft. There is no incremental cost to the Company for family members to accompany executives on trips; however, we are disclosing this perquisite in accordance with SEC rules. We do not reimburse NEOs for tax costs related to personal or family member use of our aircraft; ■ Life Insurance: We provide the NEOs and other U.S. salaried employees with a life insurance benefit approximately equal to one-times annual base salary. Approximately 100 U.S. salaried employees who were hired prior to January 1, 2016, including NEOs hired before that date, receive this benefit in the form of an individually-owned universal-life insurance policy that provides a benefit of annual base salary less $50,000, with $50,000 covered under our group term life insurance plan as described in the "Health and Welfare Benefits and Retirement Income Plans" section. U.S. salaried employees hired after January 1, 2016, including NEOs hired after that date, are eligible for life insurance benefits through our group term life insurance plan. The annual premium paid by us during 2025 for each of the NEOs is shown in the following table. Each participant is responsible for paying individual income taxes due with respect to our insurance program; ■ Contributions to the ESP and Eaton Supplemental Retirement Plan ("DC Plans"): The amount of our contributions to the NEOs’ accounts under the ESP and Eaton Supplemental Retirement Plan is reported in the following table. The ESP permits an employee to contribute a portion of his or her salary to the ESP, subject to limits imposed under the Code. The NEOs other than Mr. Arnold receive an additional 4% of base salary employer contribution under the ESP in lieu of a benefit under our defined benefit pension plans like all other employees hired on or after April 1, 2013. As described under “Pension Freeze Enacted December 31, 2020” in the CD&A, participants in the Eaton Personal Pension Account receive credits to the ESP or Eaton Supplemental Retirement Plan, as applicable, in lieu of putting the pay credits in employees’ cash balance pension accounts. ■ Other: The Other amounts listed for Mr. Leonetti, Mr. Awada, and Ms. Clark Dougherty are attributable to relocation and include tax gross-ups of $39,618, $566, and $100,727, respectively, per our relocation policy as described in the CD&A. Pursuant to the terms and conditions of his agreement with the Company, upon his departure, Mr. Marshall received: a lump sum cash payment of $2,343,735 (representing 1.5 times the sum of his annual salary and target annual incentive under the Company's short-term incentive plan); a $65,000 cash payment representing the estimated cash surrender value of a universal life insurance product; an $18,000 cash payment in consideration of outplacement services; and a $43,490 cash payment for unused vacation. This column excludes his unvested 2023, 2024, and 2025 PSUs, RSUs, and stock options, the values of which are included in the "Stock Awards" and "Option Awards" columns of the Summary Compensation Table, which will continue to vest on their original stated vesting schedules following his termination date. His unvested PSUs are prorated to reflect the number of months worked in each award period and had an aggregate value of $2,206,578 (assuming target performance), such unvested RSUs had an aggregate value of $1,831,954, and such stock options had an aggregate value of $1,047,038 at the time of his departure. Please see "2025 Potential Payments Upon Termination - NEO Departures" for additional information.

  82. SUMMARY COMPENSATION TABLE FOR 2025

    | | Financial Planning | Personal Use of Aircraft | Company Paid Life Insurance | Employer Contributions to DC Plans | Other | Total | | P. Ruiz | $37,033 | $2,028 | $1,107 | $108,717 | - | $148,885 | | O. Leonetti | $5,800 | $2,496 | $1,303 | $83,092 | $88,334 | $181,025 | | H. Monesmith | $14,655 | $66,768 | $4,236 | $87,245 | - | $172,904 | | K. Awada | $8,600 | $7,020 | $85 | $8,942 | $8,266 | $32,913 | | L. Clark Dougherty | - | - | $845 | $31,101 | $249,587 | $281,533 | | C. Arnold | $20,325 | $63,024 | $42,387 | $10,500 | - | $136,236 | | E. Marshall | $62,314 | $8,424 | $532 | $72,372 | $2,470,225 | $2,613,867 |

  83. SUMMARY COMPENSATION TABLE FOR 2025

    | 50 | EATON 2026 Proxy Statement |

  84. SUMMARY COMPENSATION TABLE FOR 2025

    GRANTS OF PLAN-BASED AWARDS IN 2025 The following table summarizes the potential awards payable to NEOs with respect to the short-term and long-term incentive award opportunities granted in 2025.

  85. SUMMARY COMPENSATION TABLE FOR 2025

    | | | Estimated Future Payout under Non-Equity Incentive Plan Awards | | | Estimated Future Payout under Equity Incentive Plan Awards | | | Stock Awards | | | | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Share) | Grant Date Fair Value of Stock & Option Awards | | P. Ruiz | 2/26/2025(1) | $412,500 | $1,650,000 | $4,950,000 | | | | | | | | | | 2/26/2025(2) | | | | 2,325 | 9,300 | 18,600 | | | | $2,757,636 | | | 2/26/2025(3) | | | | | | | | 14,400 | $297.35 | $1,384,695 | | | 2/26/2025(3) | | | | | | | 4,650 | | | $1,382,678 | | O. Leonetti | 2/26/2025(1) | $242,970 | $971,880 | $2,915,640 | | | | | | | | | | 2/26/2025(2) | | | | 1,395 | 5,580 | 11,160 | | | | $1,654,582 | | | 2/26/2025(3) | | | | | | | | 8,650 | $297.35 | $831,779 | | | 2/26/2025(3) | | | | | | | 2,790 | | | $829,606 | | H. Monesmith | 2/26/2025(1) | $225,398 | $901,593 | $2,704,779 | | | | | | | | | | 2/26/2025(2) | | | | 1,124 | 4,495 | 8,990 | | | | $1,332,857 | | | 2/26/2025(3) | | | | | | | | 6,950 | $297.35 | $668,308 | | | 2/26/2025(3) | | | | | | | 2,250 | | | $669,038 | | K. Awada | 10/6/2025(1) | $150,000 | $600,000 | $1,800,000 | | | | | | | | | | 11/3/2025(3) | | | | | | | 8,825 | | | $3,411,480 | | L. Clark | 2/3/2025(3) | | | | | | | 3,490 | | | $1,100,781 | | Dougherty | 2/26/2025(1) | $128,125 | $512,500 | $1,537,500 | | | | | | | | | | 2/26/2025(2) | | | | 581 | 2,325 | 4,650 | | | | $689,409 | | | 2/26/2025(3) | | | | | | | 2,325 | | | $691,339 | | C. Arnold | 2/26/2025(1) | $616,250 | $2,465,000 | $7,395,000 | | | | | | | | | | 2/26/2025(2) | | | | 4,844 | 19,375 | 38,750 | | | | $5,745,075 | | | 2/26/2025(3) | | | | | | | | 30,000 | $297.35 | $2,884,782 | | | 2/26/2025(3) | | | | | | | 9,690 | | | $2,881,322 | | E. Marshall | 2/26/2025(1) | $185,032 | $740,127 | $2,220,380 | | | | | | | | | | 2/26/2025(2) | | | | 620 | 2,480 | 4,960 | | | | $735,370 | | | 2/26/2025(3) | | | | | | | | 3,850 | $297.35 | $370,214 | | | 2/26/2025(3) | | | | | | | 1,240 | | | $368,714 |

  86. SUMMARY COMPENSATION TABLE FOR 2025

    (1) EIC PLAN. These annualized amounts represent potential payments that were established for 2025 under our EIC Plan. Messrs. Awada, Arnold and Marshall's EIC targets will be prorated based on the date each was hired by, or departed from, the Company, as applicable. (2) ESIP AWARD. This represents the potential payments that were established in 2025 for the 2025-2027 ESIP Award Period granted under the 2020 Stock Plan. ESIP opportunities take the form of PSUs and at the end of the award period, the target number of PSUs will be adjusted and paid based on the Company’s TSR rank among a group of peers. The final number of PSUs cannot exceed two times the target number of share units. Dividend equivalents will be paid in cash based on the earned number of PSUs and the aggregate dividend paid to our investors over the three-year award period. Earned awards, if any, will be distributed in the first quarter of 2028 and the value realized will vary based on our TSR performance and our share price when the shares vest. The value of PSUs shown in this table are computed in accordance with ASC 718. (3) STOCK OPTIONS and RSUs. These amounts represent stock options and RSUs granted in February 2025 under the 2020 Stock Plan. The value of RSUs shown in this table are computed in accordance with ASC 718. The value of stock options is based on a Black-Scholes option pricing model. The assumptions used in connection with the valuations of the grants in this table are further described in Note 14 to the Consolidated Financial Statements of the 2025 10-K. The actual amounts realized by individual NEOs will vary based on a number of factors, including the market performance of our shares and timing of option exercises.

  87. SUMMARY COMPENSATION TABLE FOR 2025

    | EATON 2026 Proxy Statement | 51 |

  88. SUMMARY COMPENSATION TABLE FOR 2025

    OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2025 The following table summarizes the outstanding equity awards held by the NEOs at December 31, 2025. The closing price per ordinary share on the last trading day in 2025 ($318.51) was used to determine the market value of the unvested RSUs and PSUs shown in the “Market Value of Shares or Units of Stock That Have Not Vested ($)” and "Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)" columns.

  89. SUMMARY COMPENSATION TABLE FOR 2025

    | | Option Awards | | | | | | Stock Awards | | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable(1) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Grant Date | Number of Shares or Units of Stock That Have Not Vested (#)(1) | Market Value of Shares or Units of Stock that Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(2) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | P. Ruiz | 2/26/2025 | - | 14,400 | - | $297.35 | 2/26/2035 | 2/26/2025 | 4,650 | $1,481,072 | 9,300 | $2,962,143 | | | 2/28/2024 | 2,178 | 4,422 | - | $286.96 | 2/28/2034 | 2/28/2024 | 1,404 | $447,188 | 4,190 | $1,334,557 | | | 2/22/2023 | 6,204 | 3,196 | - | $171.31 | 2/22/2033 | 2/22/2023 | 8,116 | $2,585,027 | - | - | | | 2/22/2022 | 6,700 | - | - | $151.76 | 2/22/2032 | | | | | | | | 2/23/2021 | 10,950 | - | - | $130.86 | 2/23/2031 | | | | | | | | 2/25/2020 | 11,725 | - | - | $98.21 | 2/25/2030 | | | | | | | O. Leonetti | 2/26/2025 | - | 8,650 | - | $297.35 | 2/26/2035 | 2/26/2025 | 2,790 | $888,643 | 5,580 | $1,777,286 | | | 3/1/2024 | 340 | 20,865 | - | $293.70 | 3/1/2034 | 3/1/2024 | 5,008 | $1,595,098 | - | - | | | 2/28/2024 | - | 7,404 | - | $286.96 | 2/28/2034 | 2/28/2024 | 2,359 | $751,365 | 7,035 | $2,240,718 | | H. Monesmith | 2/26/2025 | - | 6,950 | - | $297.35 | 2/26/2035 | 2/26/2025 | 2,250 | $716,648 | 4,495 | $1,431,702 | | | 2/28/2024 | 2,805 | 5,695 | - | $286.96 | 2/28/2034 | 2/28/2024 | 1,806 | $575,229 | 5,385 | $1,715,176 | | | 2/22/2023 | 8,580 | 4,420 | - | $171.31 | 2/22/2033 | 2/22/2023 | 11,216 | $3,572,408 | - | - | | | 2/22/2022 | 11,500 | - | - | $151.76 | 2/22/2032 | | | | | | | | 2/23/2021 | 18,800 | - | - | $130.86 | 2/23/2031 | | | | | | | K. Awada | - | - | - | - | - | - | 11/3/2025 | 8,825 | $2,810,851 | - | - | | L. Clark Dougherty | - | - | - | - | - | - | 2/26/2025 | 2,325 | $740,536 | 2,325 | $740,536 | | | - | - | - | - | - | - | 2/3/2025 | 3,490 | $1,111,600 | - | - | | C. Arnold | 2/26/2025 | - | 30,000 | - | $297.35 | 2/26/2035 | 2/26/2025 | 9,690 | $3,086,362 | 2,691 | $857,110 | | | 2/28/2024 | 12,936 | 26,264 | - | $286.96 | 2/28/2034 | 2/28/2024 | 8,352 | $2,660,196 | 11,773 | $3,749,818 | | | 2/23/2023 | 40,920 | 21,080 | - | $172.78 | 2/23/2033 | 2/23/2023 | 44,393 | $14,139,614 | - | - | | | 2/22/2022 | 67,000 | - | - | $151.76 | 2/22/2032 | | | | | | | E. Marshall | 2/26/2025 | - | 3,850 | - | $297.35 | 2/26/2035 | 2/26/2025 | 1,240 | $394,952 | 620 | $197,476 | | | 2/28/2024 | 1,551 | 3,149 | - | $286.96 | 2/28/2034 | 2/28/2024(3) | 3,000 | $955,530 | 1,747 | $556,437 | | | 2/22/2023 | 4,554 | 2,346 | - | $171.31 | 2/22/2033 | 2/22/2023 | 5,526 | $1,760,086 | - | - | | | 2/22/2022 | 7,700 | - | - | $151.76 | 2/22/2032 | | | | | | | | 2/23/2021 | 11,500 | - | - | $130.86 | 2/23/2031 | | | | | |

  90. SUMMARY COMPENSATION TABLE FOR 2025

    (1) Unless otherwise noted, stock option awards and RSUs vest in approximately equal installments on the first, second, and third anniversary of the date of the grant, generally subject to the executive’s continued employment with us, such that approximately one-third of the unexercisable option awards and one-third of the unvested stock awards granted in 2025 vest on the anniversary of the date of the grant in each of 2026, 2027, and 2028 and approximately one-half of the unexercisable option awards and one-half of the unvested stock awards granted in 2024 vest on each anniversary of the grant in 2026 and 2027. The remaining unexercisable option awards and unvested stock awards granted in 2023 vest on the anniversary of the grant date in 2026. The 2023-2025 ESIP opportunities included in this column were earned at 138% of target and shares vested on February 25, 2026. (2) Unless otherwise noted, this column represents PSU awards that were granted in 2025 and 2024 for the 2025-2027 and 2024-2026 ESIP Award Periods. The number of earned PSUs will be determined and will vest following the end of each three-year award period on the date the Committee approves the level of achievement of the performance goals, based on the Company’s achievement of the performance criteria that was established for each award period. The earned number of PSUs for each ESIP grant can range from 0 to 200%. The value realized upon the vesting of PSUs will be determined based on the average of the high and low prices of our ordinary shares on the vesting date. The PSU amount and market value for the 2024 and 2025 awards are reported at the target level of performance. (3) 1,995 RSUs cliff vest on the third anniversary of the grant date.

  91. SUMMARY COMPENSATION TABLE FOR 2025

    | 52 | EATON 2026 Proxy Statement |

  92. SUMMARY COMPENSATION TABLE FOR 2025

    OPTION EXERCISES AND STOCK VESTED IN 2025 The following table provides information about exercises of stock options and vesting of PSUs and RSUs during the year ended December 31, 2025. The values for exercised stock options reflect the difference between the aggregate option exercise price per share and the closing market price per share of the applicable options exercised on the date of exercise. The values for any PSUs and RSUs that vested during 2025 reflect the average of the high and low trading price per ordinary share on the vesting date multiplied by the number of ordinary shares that vested. Mr. Awada and Ms. Clark Dougherty did not exercise stock option grants or realize value from the vesting of any stock awards in 2025.

  93. SUMMARY COMPENSATION TABLE FOR 2025

    | | Option Awards: | | Stock Awards: | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | P. Ruiz | 3,660 | $895,968 | 8,315 | $2,619,884 | | O. Leonetti | 13,582 | $903,683 | 3,627 | $1,062,167 | | H. Monesmith | - | - | 12,139 | $3,708,959 | | K. Awada | - | - | - | - | | L. Clark Dougherty | - | - | - | - | | C. Arnold | 104,250 | $20,004,385 | 68,438 | $20,919,302 | | E. Marshall | 16,650 | $3,360,602 | 7,837 | $2,395,144 |

  94. SUMMARY COMPENSATION TABLE FOR 2025

    (1) Amounts realized upon the exercise of options or on the vesting of PSUs or RSUs are not eligible for deferral under any of our nonqualifed deferred compensation plans. STOCK OPTION GRANT TIMING We are providing the following discussion of the timing of option awards in relation to the disclosure of material nonpublic information, as required by Item 402(x) of Regulation S-K. Eaton has maintained a long-standing practice of awarding annual equity grants to employees on a pre-determined schedule. Specifically, the Committee approves grants for senior officers, including the NEOs, and other eligible Stock Plan participants at its first meeting in each new fiscal year. This meeting typically occurs in February several weeks after the public release of our financial results for the prior year (and associated Form 8-K filing), but before we file our annual report on Form 10-K. The approval of equity grants, which currently take the form of stock options, RSUs, and PSUs, occurs in connection with our annual compensation planning process described in the CD&A, which includes the C&O Committee’s approval of individual short- and long-term target incentive opportunities and the establishment of performance criteria for EIC and ESIP award periods that begin in that new fiscal year. Management and the C&O Committee believe that granting stock awards at the beginning of each year fosters our pay for performance philosophy by motivating stock plan participants to deliver on our goals. In addition, the C&O Committee (or its designee in the case of grants to non-officer employees that are below a certain threshold) may approve grants to new hires or for special circumstances at other times during the year. The grant date for these off-cycle grants is also based on a long-standing, pre-determined schedule. In the case of a new hire grant, the grant date is the first NYSE trading day of the month following the month the person starts working for Eaton. The grant date for an off-cycle grant to an existing employee is the first NYSE trading day of the month following the approval of the grant. The Governance Committee is responsible for approving stock grants for our Board members. The non-employee director annual grant date is the date of our annual general meeting of shareholders, concurrent with each director’s election or re-election to our Board (unless the meeting date occurs during a blackout, in which case the grant date will be the first NYSE trading day after the end of the blackout). If a director joins the Board after the annual general meeting of shareholders in any given year, he or she may receive a prorated grant that has a grant date of the first NYSE trading day of the month following the director’s appointment to the Board (unless the date occurs during a blackout, in which case the grant date will be the first NYSE trading day after the end of the blackout). Stock grants for non-employee directors currently take the form of RSUs.

  95. SUMMARY COMPENSATION TABLE FOR 2025

    | EATON 2026 Proxy Statement | 53 |

  96. SUMMARY COMPENSATION TABLE FOR 2025

    Neither the C&O Committee nor the Governance Committee considers material nonpublic information when determining the timing and terms of equity grants. For all stock options, the exercise price is the NYSE closing price per ordinary share on the date of the grant. Further, our shareholder approved 2020 Stock Plan expressly prohibits backdating or repricing of stock options without shareholder approval. Eaton does not time the release of material nonpublic information based on stock or option award grant dates, vesting dates, or to affect the value of executive compensation.

  97. SUMMARY COMPENSATION TABLE FOR 2025

    | Name | Grant Date | Number of Securities Underlying the Award | Exercise Price of the Award ($/share) | Grant Date Fair Value of the Award | Percentage Change in the Closing Market Price of the Securities Underlying the Award Between the Trading Day Ending Immediately Prior to the Disclosure of Material Nonpublic Information and the Trading Day Beginning Immediately Following the Disclosure of Material Nonpublic Information | | P. Ruiz | 2/26/2025 | 14,400 | $297.35 | $1,384,695 | -1.37% | | O. Leonetti | 2/26/2025 | 8,650 | $297.35 | $831,779 | -1.37% | | H. Monesmith | 2/26/2025 | 6,950 | $297.35 | $668,308 | -1.37% | | K. Awada(1) | - | - | - | - | - | | L. Clark Dougherty(1) | - | - | - | - | - | | C. Arnold | 2/26/2025 | 30,000 | $297.35 | $2,884,782 | -1.37% | | E. Marshall | 2/26/2025 | 3,850 | $297.35 | $370,214 | -1.37% |

  98. SUMMARY COMPENSATION TABLE FOR 2025

    (1) Mr. Awada and Ms. Clark Dougherty did not receive stock option grants in 2025.

  99. 2025 PENSION BENEFITS

    2025 PENSION BENEFITS We maintain three basic types of retirement income plans for our U.S. salaried employees. The table that follows shows the estimated present value of the benefits payable under each of our retirement income plans.

  100. 2025 PENSION BENEFITS

    | ■ | a tax-qualified defined benefit pension plan (referred to as the Pension Plan for Eaton Corporation Employees in the Pension Benefits table) that has two separate benefit formulas: a final average pay formula and a cash balance formula; | | ■ | two nonqualified defined benefit restoration plans (collectively referred to as the DB Restoration Plan in the Pension Benefits table); and | | ■ | a plan that allows us to supplement the pension benefits earned under our qualified pension plan and nonqualified DB Restoration Plan to certain elected officers and executives who are recruited by us mid-career (referred to as the Limited Service Supplemental Plan in the Pension Benefits table). |

  101. 2025 PENSION BENEFITS

    Tax-Qualified Retirement Income Plans — Effective January 1, 2002, employees who were then earning benefits under the AFAC Benefit Formula under the Pension Plan for Eaton Corporation Employees (the “Pension Plan”) were given the option to either: (a) continue earning benefits under the AFAC Benefit Formula, or (b) convert the value of their accrued benefit to an “opening balance” and commence earning benefits in an “Eaton Personal Pension Account” under the EPPA Benefit Formula. Salaried employees hired on or after January 1, 2002, but before April 1, 2013, automatically earn benefits under the EPPA Benefit Formula upon becoming eligible for participation in the Pension Plan. Any employee hired on or after April 1, 2013 and all U.S. employees of Cooper immediately prior to our acquisition of Cooper will receive an additional employer contribution under the ESP or Eaton Supplemental Retirement Plan, as applicable, in lieu of earning a benefit under the Pension Plan. Employees of Cooper who were eligible for a benefit from the Cooper Pension Plan, which was merged with the Pension Plan on December 31, 2018, will receive no further benefit under the Pension Plan but will receive the additional ESP contribution.

  102. 2025 PENSION BENEFITS

    | 54 | EATON 2026 Proxy Statement |

  103. 2025 PENSION BENEFITS

    Under the AFAC Benefit Formula, annual normal retirement benefits are computed at the rate of 1% of average final annual compensation up to the applicable Social Security integration level plus 1.5% of average final annual compensation in excess of the Social Security integration level, multiplied by the employee’s years of credited service. In addition, the employee receives a supplement equal to 1/2% of average final annual compensation up to the applicable Social Security integration level payable until the Social Security Normal Retirement Age. An employee’s average final annual compensation is the average annual amount of his or her eligible compensation (generally consisting of salary plus short-term incentive compensation) for service during the five consecutive years within the last 10 years of employment for which the employee’s total compensation was the greatest. Years of credited service includes the number of years of employment between age 21 and retirement, subject to a maximum of 44 years. Company policies require the NEOs to retire at age 65. Under the EPPA Benefit Formula, a participant’s single sum retirement benefit is accumulated throughout his or her career with us. This single sum amount is represented as a notional account balance to which credits are regularly added. The credits are equal to a percentage of eligible compensation (generally consisting of salary and short-term incentive compensation) plus interest at a specified rate and, where applicable, cost-of-living credits on certain opening balances. The percentage of eligible compensation credited to the participant’s notional account balance varies over his or her career based on the sum of the participant’s age and service with us. For any period when that sum is less than 50, 5.0% of eligible compensation is credited. For any period when the sum is between 50 and 59 (inclusive), 6.0% of eligible compensation is credited. When the sum is between 60 and 69 (inclusive), 7.0% of eligible compensation is credited. When the sum is 70 or greater, 8.0% of eligible compensation is credited. Except as noted below, upon termination of employment, the notional account balance is available as a single sum or may be converted to one of several annuity forms. Under the standard post-retirement surviving spouse option for the AFAC Benefit Formula and EPPA Benefit Formula, the participant receives a reduced pension, and a pension equal to 50% of the reduced pension is payable to his or her surviving spouse. For example, the benefit for an employee electing that option at age 65 whose spouse is five years younger would be approximately 11.5% less than the amount of the participant’s annual benefit. Nonqualified Defined Benefit Retirement Plans — Certain provisions of the Code limit the annual benefits that may be paid from a tax-qualified retirement plan. This includes a limitation on the amount of annual compensation that may be taken into account in calculating a participant’s benefit under a qualified retirement plan. As permitted under the Code, the Board has authorized the payment from our general funds of any benefits calculated under the provisions of the Pension Plan that may exceed those limits. This applies to all participants, including the NEOs. Limited Eaton Service Supplemental Retirement Income Plan — The Board adopted a plan that provides supplemental annual retirement income to elected officers and certain executives who do not have the opportunity to accumulate significant credited service with us under our tax-qualified retirement income plans, provided that they either retire at age 55 or older and have at least 10 years of service with us, or retire at age 65 or older regardless of the years of service. The amount of the annual supplement generally is equal to the amount by which a percentage of the executive’s average final annual compensation exceeds his or her earned retirement income. This includes amounts receivable under the retirement plans described above. The percentage of average final annual compensation used for this purpose depends upon an executive’s age and years of service at retirement. The percentage ranges from 25% (for retirements at age 55 with less than 15 years of service) to 50% (for retirements at age 62 or older with 15 years or more of service). Benefits accrued and vested before January 1, 2005 under either the nonqualified or the limited service plans generally are paid in one of the forms available under the Pension Plan as elected by the participant. Benefits earned after 2004 are paid as a single lump sum. With respect to all benefits, regardless of when accrued, the present value of the benefit will be paid in a single installment upon a change of control of the Company. No new participants have been added to this plan since 2011. Pension Freeze Enacted December 31, 2020 — Effective December 31, 2020, we froze our qualified pension plans for U.S. non-union employees, including our NEOs. This freeze affects participants in our Pension Plan for Eaton Corporation Employees. In the first quarter of 2021, we froze, with the same effect and timing, the related nonqualified DB Restoration and Limited Service Supplemental Plans.

  104. 2025 PENSION BENEFITS

    | ■ | For those in our AFAC Benefit Formula, the freeze took effect on December 31, 2025 meaning no additional pay and service credits will be earned beginning on January 1, 2026. | | ■ | For those in our EPPA Benefit Formula, the freeze took effect as of December 31, 2020, but we will not end cash balance pay credits until December 31, 2025. Instead of putting the pay credit in employees’ cash balance pension accounts, we will duplicate it as a contribution to the ESP (Eaton’s 401(k)) over the five-year transition period. Pay credits for compensation greater than the amount of annual compensation that may be taken into |

  105. 2025 PENSION BENEFITS

    | EATON 2026 Proxy Statement | 55 |

  106. 2025 PENSION BENEFITS

    | account in calculating contributions to a qualified savings plan are credited to a participant’s notional account in the Eaton Supplemental Retirement Plan. At the end of the five-year period, beginning January 1, 2026, these employees will then be eligible to receive the same contribution into the ESP and into the Eaton Supplemental Retirement Plan as employees hired on or after April 1, 2013, which is currently a 4% Eaton Retirement Contribution. |

  107. 2025 PENSION BENEFITS

    2025 PENSION BENEFITS

  108. 2025 PENSION BENEFITS

    | Name | Plan Name | Number of Years of Credited Service (#) | Present Value of Accumulated Benefit ($) | Payments During Last Fiscal Year ($) | | P. Ruiz(1) | Pension Plan for Eaton Corporation Employees | - | - | - | | | DB Restoration Plan | - | - | - | | | Limited Service Supplemental Plan | - | - | - | | O. Leonetti(1) | Pension Plan for Eaton Corporation Employees | - | - | - | | | DB Restoration Plan | - | - | - | | | Limited Service Supplemental Plan | - | - | - | | H. Monesmith(1) | Pension Plan for Eaton Corporation Employees | - | 6,820 | - | | | DB Restoration Plan | - | - | - | | | Limited Service Supplemental Plan | - | - | - | | K. Awada(1) | Pension Plan for Eaton Corporation Employees | 9.25 | 141,333 | - | | | DB Restoration Plan | - | - | - | | | Limited Service Supplemental Plan | - | - | - | | L. Clark Dougherty(1) | Pension Plan for Eaton Corporation Employees | - | - | - | | | DB Restoration Plan | - | - | - | | | Limited Service Supplemental Plan | - | - | - | | C. Arnold | Pension Plan for Eaton Corporation Employees | 24.67 | - | 1,323,192 | | | DB Restoration Plan | 24.67 | - | 16,451,304 | | | Limited Service Supplemental Plan | 24.67 | - | 6,415,387 | | E. Marshall(1) | Pension Plan for Eaton Corporation Employees | - | - | - | | | DB Restoration Plan | - | - | - | | | Limited Service Supplemental Plan | - | - | - |

  109. 2025 PENSION BENEFITS

    (1) Messrs. Ruiz, Leonetti, Marshall, and Ms. Clark Dougherty do not receive a benefit under the Pension Plan for Eaton Corporation Employees or the supplemental plans. Mr. Monesmith participated in the Cooper Pension Plan and receives no further benefit under the Pension Plan for Eaton Corporation Employees and also does not participate in the supplemental plans. Mr. Awada was rehired in 2025 and had a Pension Plan balance from his prior service to Eaton. 2025 NONQUALIFIED DEFERRED COMPENSATION The following table sets forth the contributions, earnings, distributions, and aggregate balances for the NEOs under the following plans, as applicable:

  110. 2025 PENSION BENEFITS

    | ■ | the Deferred Incentive Compensation Plan II (the “DIC Plan II”); | | ■ | the Eaton Supplemental Retirement Plan. |

  111. 2025 PENSION BENEFITS

    We provide our executives with opportunities to defer the receipt of their earned and otherwise payable awards under our short- and long-term cash incentive plans. We offer these plans to provide our executives with an opportunity to accumulate additional retirement assets, as a means for acquiring shares in order to meet our share ownership requirements, and as an additional form of retention. These plans include:

  112. 2025 PENSION BENEFITS

    | 56 | EATON 2026 Proxy Statement |

  113. 2025 PENSION BENEFITS

    DIC Plan II — Short-term incentive compensation is eligible to be deferred under the DIC Plan II. Under the DIC Plan II, prior to the beginning of each calendar year, participants must elect the method and timing of payment with respect to the incentive compensation to be earned in the year that is subject to the deferral election. The DIC Plan II was implemented to satisfy the requirements of Code Section 409A. Incentive compensation earned in 2005 through December 31, 2007 that was deferred under the DIC Plan II was credited with earnings that accrued on a phantom share basis, as if the deferred amounts were invested in our ordinary shares, with earned dividends reinvested in shares. Beginning with deferrals of short-term incentive compensation earned during 2008 and after for payment following retirement, each executive will have a choice of deferring up to 100% of his or her annual incentive compensation into either or both of (a) an account tracked on a phantom share basis and paid out in our ordinary shares or (b) an account that earns interest equal to that paid on 10-year Treasury Notes plus 300 basis points. Executives also may defer compensation under the DIC Plan II on a short-term basis for payment within five years or less. Eaton Supplemental Retirement Plan — This plan allows company credits to a nonqualified notional retirement account. Participants can direct these company credits into investment funds which are the same investment funds offered under our qualified ESP. Participants in the EPPA of the Pension Plan for Eaton Employees, employees hired on or after April 1, 2013, and all U.S. employees of Cooper Industries, plc immediately prior to our acquisition of Cooper who have compensation greater than the annual amount that may be taken into account in calculating contributions to the qualified ESP receive pay credits in the Eaton Supplemental Retirement Plan. The plan may also provide other benefits at the discretion of the Committee.

  114. 2025 NONQUALIFIED DEFERRED COMPENSATION

    2025 NONQUALIFIED DEFERRED COMPENSATION

  115. 2025 NONQUALIFIED DEFERRED COMPENSATION

    | Name | Plan Name | Executive Contributions in Last Fiscal Year | Registrant Contributions in Last Fiscal Year | Aggregate Earnings in Last Fiscal Year | Aggregate Withdrawals/ Distributions | Aggregate Balance at Last Fiscal Year End | | P. Ruiz(1) | DIC Plan II | - | - | $19,476 | - | $1,059,852 | | | Eaton Supplemental Retirement Plan | - | $84,217 | $52,458 | - | $374,031 | | | Total | - | $84,217 | $71,934 | - | $1,433,883 | | O. Leonetti(2) | DIC Plan II | - | - | - | - | - | | | Eaton Supplemental Retirement Plan | - | $62,889 | $8,255 | - | $88,752 | | | Total | - | $62,889 | $8,255 | - | $88,752 | | H. Monesmith(3) | DIC Plan II | - | - | $21,898 | - | $314,149 | | | Eaton Supplemental Retirement Plan | - | $62,745 | $114,075 | - | $846,403 | | | Total | - | $62,745 | $135,973 | - | $1,160,552 | | K. Awada(2) | DIC Plan II | - | - | - | - | - | | | Eaton Supplemental Retirement Plan | - | - | - | - | - | | | Total | - | - | - | - | - | | L. Clark | DIC Plan II | - | - | - | - | - | | Dougherty(2) | Eaton Supplemental Retirement Plan | - | $8,596 | $133 | - | $8,729 | | | Total | - | $8,596 | $133 | - | $8,729 | | C. Arnold(1) | DIC Plan II | - | - | $1,061,580 | - | $15,228,747 | | | Eaton Supplemental Retirement Plan | - | - | - | - | - | | | Total | - | - | $1,061,580 | - | $15,228,747 | | E. Marshall(3) | DIC Plan II | - | - | $9,714 | - | $139,353 | | | Eaton Supplemental Retirement Plan | - | $47,873 | $997,787 | - | $6,411,373 | | | Total | - | $47,873 | $1,007,501 | - | $6,550,726 |

  116. 2025 NONQUALIFIED DEFERRED COMPENSATION

    (1) Mr. Arnold’s aggregate balance includes $11,628,796 that was previously reported as compensation in the Summary Compensation Table for the years 2018 - 2023. Mr. Arnold participates in the AFAC Benefit Formula of the Pension Plan for Eaton Employees and does not receive pay credits in the Eaton Supplemental Retirement Plan. Mr. Ruiz’s aggregate balance includes $790,231 that was previously reported as compensation in the Summary Compensation Table for 2023. (2) Mr. Leonetti, Mr. Awada, and Ms. Clark Dougherty did not elect to participate in the DIC Plan II. (3) Mr. Monesmith’s and Mr. Marshall’s aggregate balances in the DIC Plan II include amounts they earned and elected to defer before they became NEOs.

  117. 2025 NONQUALIFIED DEFERRED COMPENSATION

    | EATON 2026 Proxy Statement | 57 |

  118. 2025 NONQUALIFIED DEFERRED COMPENSATION

    2025 POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL An NEO may experience a termination of employment under several possible situations. In each of these circumstances, certain plans, agreements, arrangements, or practices would provide compensation to the executive in varying amounts. We do not provide employment contracts to our executives and do not have plans or arrangements (other than the Change of Control Agreements previously discussed) that would require any payment to an NEO in the event of a termination of his or her employment. Instead, the Committee exercises the sole discretion to decide what, if any, additional severance payments or benefits will be offered to an executive in the case of a termination of employment. In exercising this discretion, the Committee takes a number of factors into consideration, including the reasons for termination. The Committee believes that it is in the best interest of the Company and our shareholders to treat a departing executive fairly and in a manner that will help us to secure appropriate confidentiality, non-competition, non-solicitation, non-disparagement, and general release agreements. Moreover, providing fair and reasonable employment termination compensation is consistent with our overall compensation philosophy. For each of the termination of employment and change of control scenarios described in this section, the estimated potential payments and benefits that might be received by each NEO are displayed in the table that immediately follows that description.

  119. 2025 CEO Pay Ratio

    2025 CEO Pay Ratio We are providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of Mr. Ruiz, our Chief Executive Officer, as required by Item 402(u) of Regulation S-K. In the last completed fiscal year, our employee population did not change in a way that we believe would significantly change our pay ratio disclosure. Specifically, there were no significant changes to the population resulting from mergers, acquisitions, divestitures, or restructurings. In addition, there were no changes to broad-based or executive compensation arrangements that we believe would result in a significant change to our pay ratio. We identified our median employee using our global population as of October 1, 2025, which included 97,096 regular and temporary employees. In compliance with Item 402(u), we excluded all employees in 4 countries totaling 4,636 employees (approximately 4.78% of our total workforce). Employees in the following countries were excluded:

  120. 2025 CEO Pay Ratio

    | Country | Headcount | | France | 2,284 | | Morocco | 1,168 | | Turkey | 897 | | Indonesia | 287 |

  121. 2025 CEO Pay Ratio

    As a result, our pay ratio includes 92,460 employees in 69 countries. We have chosen annual base salary as the consistently applied compensation measure used to identify the median employee. Base salary is the primary compensation component for a large portion of our workforce and is the one pay component that has a similar definition and is reported in a similar manner globally. Therefore, annual base salary provides an accurate depiction of total earnings for the purpose of identifying our median employee. Base salaries for employees outside the United States were converted to United States Dollars by applying the applicable exchange rates in effect on the measurement date. No cost of living adjustments were applied in our methodology. Our median employee’s total compensation of $61,945 was calculated in the same manner as we calculated total compensation for each of the NEOs in the Summary Compensation Table and includes base salary, overtime pay, recognition bonus amounts, employer contributions to retirement plans, and also includes employer contributions to health and welfare benefits. Mr. Ruiz’s total compensation for purposes of this disclosure is $7,944,655 and also includes contributions to health and welfare benefits (which are properly excluded from the Summary Compensation Table). Accordingly, our CEO to Employee Pay Ratio is 128:1.

  122. 2025 CEO Pay Ratio

    | EATON 2026 Proxy Statement | 63 |

  123. 2025 CEO Pay Ratio

    We are providing the following information about the relationship between “Compensation Actually Paid” (“CAP”) to our NEOs and certain financial performance measures as required by Item 402(v) of Regulation S-K. Please see the CD&A for additional information regarding our pay-for-performance philosophy and how target and realized compensation aligns with our performance.

  124. 2025 CEO Pay Ratio

    | | | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year | Summary Compensation Table Total for PEO(1) | | Compensation Actually Paid to PEO(2) | | Average Summary Compensation Table Total | Average Compensation Actually Paid | Total | Peer Group Total | Net | Adjusted | | | Paulo Ruiz | Craig Arnold | Paulo Ruiz | Craig Arnold | for Non-PEO NEOs(3) | to Non-PEO NEOs(4) | Shareholder Return(5) | Shareholder Return(6) | Income ($millions)(7) | Earnings Per Share(8) | | 2025 | $7,923,677 | $13,974,141 | $5,883,694 | $(16,187,601) | $4,748,553 | $3,051,934 | $288 | $175 | $4,090 | $12.07 | | 2024 | - | $22,575,468 | - | $46,818,133 | $5,361,640 | $7,722,515 | $389 | $176 | $3,798 | $10.80 | | 2023 | - | $20,493,989 | - | $72,736,550 | $4,342,153 | $12,735,262 | $279 | $150 | $3,223 | $9.12 | | 2022 | - | $14,284,434 | - | $10,446,270 | $3,855,204 | $2,870,949 | $178 | $127 | $2,465 | $7.57 | | 2021 | - | $19,513,270 | - | $48,551,202 | $5,727,120 | $10,481,891 | $192 | $135 | $2,146 | $6.62 |

  125. 2025 CEO Pay Ratio

    (1) Mr. Ruiz served as our principal executive officer ("PEO") from June 1, 2025 through December 31, 2025. Mr. Arnold served as our PEO from January 1, 2025 through May 31, 2025, and for the full year in 2024, 2023, 2022, and 2021. (2) The amount reported represents CAP to Mr. Arnold and Mr. Ruiz as calculated in accordance with Item 402(v) of regulation S-K. CAP does not represent total amounts earned or realized by Mr. Ruiz or Mr. Arnold. Instead, for each respective year, CAP equals: Summary Compensation Table Total Compensation; Minus the grant date fair value of stock and option awards as reported in the Summary Compensation Table in each respective year, calculated in accordance with ASC 718; Plus or minus the incremental change in value of stock and option awards as measured from the end of the prior fiscal year to the next year-end or vesting date, as applicable, calculated in accordance with ASC 718, and adding dividends for the applicable years prior to the vesting date. The amounts include valuations for shares that are subject to performance conditions and shares subject to continued service requirements that may or may not be earned; Minus the actuarial change in present value of defined benefit pensions as reported in the Summary Compensation Table in each respective year; Plus or minus the actuarially determined service cost for services rendered during each year and the entire cost of pension benefits granted in a plan amendment during the applicable year that are attributed by the benefit formula to services rendered in periods prior to the plan amendment, calculated in accordance with ASC 715. The adjustments made to determine CAP for Mr. Ruiz and Mr. Arnold are as follows: Reconciliation of Summary Compensation Table total compensation to CAP for CEO (Ruiz)

  126. 2025 CEO Pay Ratio

    | Year | Summary Compensation Table Total | Minus Equity Awards from Summary Compensation Table Total(i) | Plus Equity Award Adjustment to Summary Compensation Table Total(ii) | Minus Changes in Pension Value from Summary Compensation Table Total(iii) | Plus Pension Adjustment to Summary Compensation Table Total(iv) | Compensation Actually Paid | | 2025 | $7,923,677 | $(5,525,009) | $3,485,026 | $— | $— | $5,883,694 |

  127. 2025 CEO Pay Ratio

    | 64 | EATON 2026 Proxy Statement |

  128. 2025 CEO Pay Ratio

    Reconciliation of Summary Compensation Table total compensation to CAP for CEO (Arnold)

  129. 2025 CEO Pay Ratio

    | Year | Summary Compensation Table Total | Minus Equity Awards from Summary Compensation Table Total(i) | Plus Equity Award Adjustment to Summary Compensation Table Total(ii) | Minus Changes in Pension Value from Summary Compensation Table Total(iii) | Plus Pension Adjustment to Summary Compensation Table Total(iv) | Compensation Actually Paid | | 2025 | $13,974,141 | $(11,511,179) | $(18,416,352) | $(580,584) | $346,373 | $(16,187,601) | | 2024 | $22,575,468 | $(16,178,227) | $40,970,207 | $(1,209,689) | $660,374 | $46,818,133 | | 2023 | $20,493,989 | $(13,041,773) | $66,048,804 | $(1,462,965) | $698,495 | $72,736,550 | | 2022 | $14,284,434 | $(10,502,416) | $5,973,862 | - | $690,390 | $10,446,270 | | 2021 | $19,513,270 | $(11,849,767) | $43,200,170 | $(3,163,742) | $851,271 | $48,551,202 |

  130. 2025 CEO Pay Ratio

    (i) The values of stock and option awards reported in the Summary Compensation Table for each reported year. (ii) The equity award adjustments for each applicable year include the addition or subtraction, as applicable, of the following: (a) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (b) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (c) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (d) when applicable, for awards granted in prior years that are forfeited due to departure from the Company or fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (e) the dollar value of any dividends or other earnings on stock awards in the applicable year prior to vesting. Mr. Arnold's participation in open ESIP periods was prorated at the time of retirement, resulting in a cancellation of a portion of the PSUs that were originally granted to him. The negative CAP for Mr. Arnold is attributable to these cancellations and the change in fair value of the awards. (iii) The change in pension values as reported in the Summary Compensation Table for each respective year. (iv) On December 31, 2020, we froze our defined benefit pension plans as described in 2025 Pension Benefits. This plan amendment did not establish a prior service cost base as the reduction in the projected benefit obligation due to the elimination of future pay increases was accounted for as a curtailment. The adjustments shown correspond with the service cost and changes to the benefit obligation due to the plan amendment as reflected in our financial statements. (3) The amounts reported represent the average of Summary Compensation Table total compensation reported for the Company’s NEOs, excluding Mr. Ruiz and Mr. Arnold in 2025, in each respective year. The NEOs included in each respective year are:

  131. 2025 CEO Pay Ratio

    | 2025 | 2024 | 2023 | 2022 | 2021 | | Olivier Leonetti Heath Monesmith Kaled Awada Lucy Clark Dougherty Ernest Marshall | Olivier Leonetti Ernest Marshall Heath Monesmith Paulo Ruiz Thomas Okray | Ernest Marshall Heath Monesmith Paulo Ruiz Thomas Okray | Brian Brickhouse Heath Monesmith Paulo Ruiz Thomas Okray Uday Yadav | Brian Brickhouse Richard Fearon Heath Monesmith Thomas Okray Uday Yadav |

  132. 2025 CEO Pay Ratio

    (4) The dollar amounts reported represent the average CAP to the NEOs, excluding Mr. Ruiz and Mr. Arnold. The amounts below do not represent total amounts earned or realized by the NEOs as they include amounts of unvested equity awards that are subject to performance and/or service requirements and may or may not be earned. As described in footnotes (2), (i), (ii), (iii), and (iv) above, the following adjustments were made to Summary Compensation Table total compensation to calculate CAP in accordance with Item 402(v) of regulation S-K:

  133. 2025 CEO Pay Ratio

    | EATON 2026 Proxy Statement | 65 |

  134. 2025 CEO Pay Ratio

    | Year | Average Reported Summary Compensation Table Total for Non-PEO NEOs | Minus Average Equity Awards Deducted from Summary Compensation Table Total for Non-PEO NEOs | Plus Average Equity Award Adjustment to Summary Compensation Table Total for Non-PEO NEOs | Minus Average Changes in Pension Value Deducted from Summary Compensation Table Total for Non-PEO NEOs(i) | Plus Average Pension Adjustment to Summary Compensation Table Total for Non-PEO NEOs | Average Compensation Actually Paid to Non-PEO NEOs | | 2025 | $4,748,553 | $(2,670,695) | $976,070 | $(9,971) | - | $3,051,934 | | 2024 | $5,361,640 | $(4,594,607) | $6,036,672 | $(555) | - | $7,722,515 | | 2023 | $4,342,153 | $(2,225,639) | $10,618,918 | $(170) | - | $12,735,262 | | 2022 | $3,855,204 | $(1,879,751) | $891,917 | $(132,796) | $138,761 | $2,870,949 | | 2021 | $5,727,120 | $(3,332,641) | $8,367,368 | $(445,286) | $95,341 | $10,481,891 |

  135. 2025 CEO Pay Ratio

    (i) Mr. Monesmith participated in the Cooper Pension Plan which was merged with the Pension Plan for Eaton employees, but receives no further benefit under the Pension Plan for Eaton Employees. All other NEOs participate in our defined contribution plans. (5) Cumulative TSR assumes dividend reinvestment and a fixed investment of $100 in our shares as of December 31, 2020. (6) Cumulative TSR of the S&P Industrials 500, assuming a fixed investment of $100 as of December 31, 2020. (7) Amounts reported represent the amount of Net Income reported in our audited financial statements for each applicable year. (8) Adjusted EPS equals fully-diluted earnings per share, excluding acquisition integration and divestiture costs, restructuring costs, and intangible amortization reported in the Company’s financial statements. We have determined that Adjusted EPS is the most important annual measure used to link CAP to company performance for the most recently completed fiscal year.

  136. Non-Employee Director Pay Limits

    Non-Employee Director Pay Limits In February 2020, the Governance Committee adopted a limit on non-employee director pay such that the aggregate grant date fair value (determined as of the date of grant in accordance with applicable financial accounting rules) of all awards granted to any non-employee director in a single calendar year, taken together with any cash fees paid during that year, shall not exceed $750,000. In the case of a director serving as non-executive Chairman of the Board, this limit shall be $1,500,000.

  137. Non-Employee Director Pay Limits

    | EATON 2026 Proxy Statement | 69 |

  138. Other Plans and Benefits

    | Name | Fees Earned or Paid in Cash(1) | Stock Awards(2) | Option Awards | Non-Equity Incentive Plan Compensation(3) | Change in Pension Value and Nonqualified Deferred Compensation Earnings(4) | All Other Compensation(5) | Total Compensation | | G. Johnson | $68,750 | $126,056 | - | - | - | $195 | $195,001 | | S. Napoli | $180,000 | $183,338 | - | - | - | $195 | $363,533 | | G. Page | $283,334 | $183,338 | - | - | - | $42,561 | $509,233 | | S. Pianalto | $161,667 | $183,338 | - | - | - | $195 | $345,200 | | R. Pragada | $163,333 | $183,338 | - | - | - | $195 | $346,866 | | L. Ryerkerk | $180,000 | $183,338 | - | - | - | $195 | $363,533 | | A. Schulten | $165,000 | $183,338 | - | - | - | $195 | $348,533 | | G. Smith | $195,000 | $183,338 | - | - | - | $195 | $378,533 | | K. Terrell | $150,000 | $183,338 | - | - | - | $195 | $333,533 | | D. Thompson | $185,000 | $183,338 | - | - | - | $195 | $368,533 | | D. Wilson | $165,000 | $183,338 | - | - | - | $195 | $348,533 |