DEF 14A of Eaton Corp plc, Mar 18, 2022

DEF 14A of Eaton Corp plc

Filed Mar 18, 2022 · FY20210001308179-22-000085

Open on EDGAR

  1. Table of Contents

    | 2021 CEO Pay Ratio | 62 |

  2. Table of Contents

    | 2021 Director Compensation | 63 |

  3. DIRECTOR NOMINEES

    DIRECTOR NOMINEES Each director nominee is elected annually by a majority of votes cast. For more information about our nominees, see pages 6 through 11 of this proxy statement.

  4. DIRECTOR NOMINEES

    | | | | | Board Committee Memberships | | | | | | | | | | Name | Age | Director Since | Independent | Audit | Compensation & Organization | Executive(1) | Finance | Governance | Innovation & Technology | Other Public Company Boards | Diversity | Gender or Ethnic / Racial Diversity | | Craig Arnold Chairman, Eaton Corporation plc and Chief Executive Officer, Eaton Corporation | 61 | 2015 | | | | ● | | | | 1 | | Ethnic / Racial | | Christopher M. Connor Lead Director Retired Chairman and Chief Executive Officer, The Sherwin-Williams Company | 65 | 2006 | | | ■ | ■ | | ■ | | 2 | | | | Olivier Leonetti Executive Vice President and Chief Financial Officer, Johnson Controls International plc | 57 | 2019 | | ■ | | | ■ | | ■ | 0 | | | | Deborah L. McCoy Independent aviation safety consultant | 67 | 2000 | | ■ | | | | ■ | | 0 | | Gender | | Silvio Napoli Executive Chairman of the Board, Schindler Holding Ltd. | 56 | 2019 | | | ■ | ■ | ■ | | ● | 1 | | | | Gregory R. Page Retired Chairman and Chief Executive Officer, Cargill | 70 | 2003 | | | ● | ■ | ■ | | ■ | 3 | | | | Sandra Pianalto Retired President and Chief Executive Officer of the Federal Reserve Bank of Cleveland | 67 | 2014 | | ■ | | ■ | ● | | ■ | 2 | | Gender | | Robert V. Pragada President and Chief Operating Officer, Jacobs Engineering Group | 53 | 2021 | | | ■ | | ■ | | ■ | 0 | | Ethnic / Racial | | Lori J. Ryerkerk Chairman, Chief Executive Officer and President, Celanese Corporation | 59 | 2020 | | | ■ | | ■ | | ■ | 1 | | Gender | | Gerald B. Smith Chairman and Chief Executive Officer, Smith Graham & Co. | 71 | 2012 | | ● | | ■ | | ■ | | 1 | | Ethnic / Racial | | Dorothy C. Thompson Retired Chief Executive, Drax Group plc | 61 | 2016 | | ■ | | ■ | | ● | | 0 | | Gender | | Darryl L. Wilson Founder, Chairman and President of The Wilson Collective | 58 | 2021 | | ■ | | | | ■ | | 1 | | Ethnic / Racial | | (1) Mr. Arnold was a member of the Executive Committee for all of 2021 and serves as Committee Chair. The Lead Director and the chairs of each Board Committee serve as members of the Executive Committee. | | | | | | | ■ Member | ● Chair | | | | |

  5. DIRECTOR NOMINEES

    | EATON 2022 Proxy Statement and Notice of Meeting | 3 |

  6. Proposal 1: Election of Directors

    Proposal 1: Election of Directors Our Board of Directors is currently comprised of 12 members. Each Director is being nominated for election for a one-year term ending at the 2023 Annual General Meeting. All nominees are currently Eaton directors who were elected by shareholders at the 2021 Annual General Meeting, except for Robert V. Pragada and Darryl L. Wilson, who were appointed to the Board by the Board of Directors on April 28, 2021. If any of the nominees becomes unable or declines to serve, the individuals acting as proxies will have the authority to vote for any substitutes who may be nominated in accordance with our Articles of Association. However, we have no reason to believe that this will occur.

  7. OUR NOMINEES

    OUR NOMINEES

  8. OUR NOMINEES

    | Craig Arnold Chairman, Eaton Corporation plc and Chief Executive Officer, Eaton Corporation Craig Arnold is Chairman of the Company and Chief Executive Officer of Eaton Corporation. Mr. Arnold joined Eaton in 2000 as senior vice president and group executive of the Fluid Power Group. He was Vice Chairman and Chief Operating Officer of the Industrial Sector until August 2015 and President and Chief Operating Officer until June 2016. Mr. Arnold currently serves on the boards of Medtronic plc, The Business Roundtable and University Hospitals Health System. He serves as a director of The Greater Cleveland Partnership and United Way of Greater Cleveland. Mr. Arnold is also a member of The Business Council and the advisory board of The Salvation Army of Greater Cleveland. Director Skills and Qualifications: Mr. Arnold’s years of senior management and executive leadership experience at Eaton provide important insight into the Company to the benefit of the Board of Directors. Mr. Arnold has gained detailed knowledge of Eaton’s businesses, customers, end markets, sales and marketing, technology innovation and new product development, supply chains, manufacturing operations, talent development, policies and internal functions through his service in a wide range of management roles within the Industrial Sector, and as President and Chief Operating Officer of the Company. Further, he possesses significant corporate governance knowledge developed by current and past service on the boards of other publicly traded companies, most notably for Medtronic plc, a publicly traded company domiciled in Ireland. | Director Since 2015 Age 61 |

  9. OUR NOMINEES

    | Christopher M. Connor Retired Chairman and Chief Executive Officer, The Sherwin-Williams Company Christopher M. Connor is the retired Chairman and Chief Executive Officer of The Sherwin-Williams Company, a global manufacturer of paint, architectural coatings, industrial finishes and associated supplies. Mr. Connor held a number of executive positions at Sherwin-Williams from 1983 through 2016. He became Chief Executive Officer in 1999, Chairman and Chief Executive Officer in 2000, and Executive Chairman in 2016, and retired as Executive Chairman in December 2016. Mr. Connor currently serves on the boards of Yum! Brands, Inc., International Paper Company, Playhouse Square Foundation, and The Rock and Roll Hall of Fame. Director Skills and Qualifications: As the retired Chairman and former CEO of a Fortune 500 company, Mr. Connor has leadership experience and is thoroughly knowledgeable in marketing, talent development, planning, and operational and financial processes. In particular, he has had extensive sales and marketing experience in both direct and distribution channels, and brings broad knowledge of construction, automotive and industrial markets, all areas of strategic importance to Eaton. His background and broad experience are of particular benefit to Eaton in his role as Lead Director. | Lead Director Director since 2006 Age 65 |

  10. OUR NOMINEES

    | EATON 2022 Proxy Statement and Notice of Meeting | 6 |

  11. OUR NOMINEES

    | Olivier Leonetti Executive Vice President and Chief Financial Officer, Johnson Controls International plc Olivier Leonetti is Executive Vice President and Chief Financial Officer of Johnson Controls International plc, a global leader in building technology and connected solutions for fire, HVAC and security equipment for buildings. Prior to joining Johnson Controls in 2020, he served as chief financial officer of Zebra Technologies Corporation, a global provider of enterprise solutions software, services and products from November 2016 through August 2020 and as chief financial officer of Western Digital Corporation, an industry leading provider of storage technologies and solutions, from 2014 to 2016. Mr. Leonetti served as Vice President, Finance – Global Commercial Organization at Amgen, Inc. from 2011 to 2014. From 1997 to 2011, he served in various senior finance positions with increasing responsibility at Dell Inc., including as Vice President, Finance. He is a board member of Junior Achievement of Chicago. Director Skills and Qualifications: Mr. Leonetti has comprehensive knowledge of financial accounting standards and extensive experience in accounting, tax, treasury, financial planning and investor relations. He has significant experience of importance to the Company, including management of global businesses in various industries, oversight of large corporate transactions, experience with capital markets, global corporate strategy, management of business services and IT functions, and leadership of operational excellence initiatives. Mr. Leonetti’s experience with technological products and information technology is of particular importance to Eaton as our products evolve to meet customer needs. | Director since 2019 Age 57 |

  12. OUR NOMINEES

    | Deborah L. McCoy Independent aviation safety consultant Deborah L. McCoy is an independent aviation safety consultant. She retired from Continental Airlines, Inc. in 2005, where she had served as Senior Vice President, Flight Operations since 1999. During part of 2005, Ms. McCoy also briefly served as the Chief Executive Officer of DJ Air Group, a start-up commercial airline company. Director Skills and Qualifications: Ms. McCoy has extensive experience in the commercial aerospace markets and brings an understanding of aircraft design and performance, global airline operations and the strategic issues and direction of the aerospace industry. In addition, Ms. McCoy has extensive experience in safety initiatives, Federal regulatory compliance, labor relations, talent management, and risk analysis and mitigation. All of these attributes are of benefit to Eaton’s Board in its oversight role across the enterprise. | Director since 2000 Age 67 |

  13. OUR NOMINEES

    | Silvio Napoli Chairman and Chief Executive Officer, Schindler Holding Ltd. Silvio Napoli is 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 the company, he served in a number of leadership roles including director of corporate development, president and chief executive officer of Schindler India, president of Asia-Pacific, and as the company’s chief executive officer. He previously worked for The Dow Chemical Company in Europe. Mr. Napoli also serves as chairman and president of the Board of Directors of the Swiss-American Chamber of Commerce. Director Skills and Qualifications: As the executive chairman of a large global industrial company, Mr. Napoli has extensive executive leadership experience and is very knowledgeable in the management of industrial products and services. In particular, he has considerable experience in the areas of talent development, financial management, manufacturing and product innovation, and risk management. Mr. Napoli also brings a dynamic international business perspective and global corporate strategy experience to the Board. | Director since 2019 Age 56 |

  14. OUR NOMINEES

    | EATON 2022 Proxy Statement and Notice of Meeting | 7 |

  15. OUR NOMINEES

    | Gregory R. Page Retired Chairman and Chief Executive Officer, Cargill Gregory R. Page is the retired Chairman and Chief Executive Officer of Cargill, an international marketer, processor and distributor of agricultural, food, financial and industrial products and services. He was named Corporate Vice President & Sector President, Financial Markets and Red Meat Group of Cargill in 1998, Corporate Executive Vice President, Financial Markets and Red Meat Group in 1999, and President and Chief Operating Officer in 2000. He became Chairman and Chief Executive Officer in 2007 and was named Executive Chairman in 2013. Mr. Page served as Executive Director from 2015 to 2016, after which he retired from the Cargill Board. He is a director of 3M and Deere & Company and is non-executive chairman and a director of Corteva, Inc. Mr. Page is past Chairman and current board member of Big Brothers Big Sisters of America, past President and a board member of the Northern Star Council of the Boy Scouts of America, and a board member of Alight (fka the American Refugee Committee). Director Skills and Qualifications: As the retired Chairman and former Chief Executive Officer of one of the largest global corporations, Mr. Page brings extensive leadership and global business experience, in-depth knowledge of commodity markets, and a thorough familiarity with the key operating processes of a major corporation, including financial systems and processes, global market dynamics and succession management. Mr. Page’s experience and expertise enable him to provide him valuable insight on financial, operational and strategic matters. His senior leadership experience is of particular benefit to Eaton in his role as Chair of the Compensation and Organization Committee. | Director since 2003 Age 70 |

  16. OUR 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 from February 2003 until her retirement in June 2014. She joined the Bank in 1983 as an economist in the research department and was appointed Assistant Vice President of public affairs in 1984, Vice President and Secretary to the board of directors in 1988, and Vice President and Chief Operating Officer in 1993. Before joining the Bank, Ms. Pianalto was an economist at the Federal Reserve Board of Governors and served on the staff of the Budget Committee of the U.S. House of Representatives. She is currently a director of The J.M. Smucker Company and Prudential Financial, Inc. Ms. Pianalto is an Executive in Residence at the University of Akron. She is a lifetime trustee and past chair of the board of University Hospitals Health System and life director and past chair of the board of United Way of Greater Cleveland. Director Skills and Qualifications: Ms. Pianalto has extensive experience in monetary policy and financial services and brings to Eaton wide-ranging leadership and operating skills through her former roles with the Federal Reserve Bank of Cleveland. As Chief Executive Officer of the Bank, she developed expertise in economic research, management of financial institutions, and payment services to banks and the U.S. Treasury. Ms. Pianalto’s comprehensive experience qualifies her to provide substantial guidance and oversight to the Board in her role as Chair of the Finance Committee. | Director since 2014 Age 67 |

  17. OUR NOMINEES

    | EATON 2022 Proxy Statement and Notice of Meeting | 8 |

  18. OUR NOMINEES

    | Robert V. Pragada President and Chief Operating Officer, Jacobs Engineering Group, Inc. Robert V. Pragada is the president and chief operating officer of Jacobs Engineering Group, a professional and technical solutions company that provides consulting, technical, scientific and project delivery services for the government and private sector. In this role, he has executive oversight of the company’s global operations, which consist of the Aerospace, Technology, and Nuclear, and Buildings, Infrastructure and Advanced Facilities lines of business. Prior to joining Jacobs in 2016, Mr. Pragada served as president and chief executive officer of The Brock Group, Inc. from 2014-2016. He also served in various senior management roles for Jacobs from 2006-2014 and for Kinetic Systems, Inc. from 1998-2006. Mr. Pragada was a naval officer in the United States Navy from 1990-1998. He serves on the boards of Dallas Regional Chamber and the US Naval Academy Foundation. Director Skills and Qualifications: As the Chief Operating Officer of a Fortune 500 company, Mr. Pragada has strong business, technology, and executive leadership skills. He also brings to Eaton extensive experience in mergers, acquisitions, and large-scale integrations. Mr. Pragada also has significant experience of importance to the Company, including excellent business and cultural transformation capabilities with proven results and deep expertise in organizational management and dynamics. | Director since 2021 Age 53 |

  19. OUR NOMINEES

    | Lori J. Ryerkerk Chairman, Chief Executive Officer and President, Celanese Corporation Lori J. Ryerkerk is the Chairman, Chief Executive Officer and President and a director of Celanese Corporation, a Fortune 500 global chemical and specialty materials company. Prior to joining Celanese in May 2019, she was the Executive Vice President of Global Manufacturing of Shell Downstream Inc. Ms. Ryerkerk joined Shell in May 2010 as Regional Vice President of Manufacturing in Europe and Africa. In October 2013, she was named Executive Vice President of Global Manufacturing. Before joining Shell, Ms. Ryerkerk was Senior Vice President, Refining, Supply and Terminals at Hess Corporation from 2008 through 2010. Prior to that, she spent 24 years with ExxonMobil and served in a variety of operational and senior leadership roles. Ms. Ryerkerk served on the board of Axalta Coating Systems Limited from 2015 through 2019. Director Skills and Qualifications: As the Chief Executive Officer and a director of a company with global engineering and manufacturing operations, Ms. Ryerkerk has executive leadership experience in the area of industrial materials and products production. In particular, she has considerable experience in leading global operations and managing complex technologies, engineering and supply chain systems. Ms. Ryerkerk also brings an international business perspective, having previously spent time in roles in Europe and Africa. Her experience with industrial companies and in responding to changing market conditions are of particular benefit to Eaton. | Director since 2020 Age 59 |

  20. OUR NOMINEES

    | EATON 2022 Proxy Statement and Notice of Meeting | 9 |

  21. OUR NOMINEES

    | Gerald B. Smith Chairman and Chief Executive Officer, Smith Graham & Co. Gerald B. Smith was a director of Cooper Industries plc from 2000 until 2012 and served as lead independent director of Cooper Industries plc from 2007 to 2012. Mr. Smith joined the Board effective upon the close of the Cooper acquisition. He is Chairman and Chief Executive Officer of Smith Graham & Co., an investment management firm that he founded in 1990. Prior to launching Smith Graham, he served as Senior Vice President and Director of Fixed Income for Underwood Neuhaus & Company. He was a member of the Board of Trustees and chair of the Investment Oversight Committee for The Charles Schwab Family of Funds from 1990 until 2020. Mr. Smith also serves as a director of ONEOK, Inc., a New York Stock Exchange listed natural gas diversified company, and a director and chair of the Investment Committee of the New York Life Insurance Company. He serves as Chairman of the Texas Southern University Foundation and a director of the Federal Reserve Bank of Dallas, and a member of the Board of Trustees of Rice University’s Baker Institute for Public Policy. Director Skills and Qualifications: Mr. Smith has expertise in finance, portfolio management and marketing through executive positions in the financial services industry, including being founder, Chairman and Chief Executive Officer of Smith Graham & Co. His experience as a director of companies in the oil and gas and energy services businesses has provided him with valuable insight into markets in which Eaton also participates. Mr. Smith’s past experience as lead independent director of Cooper provides ongoing institutional knowledge of legacy Cooper businesses and has benefited the process of integrating Cooper into Eaton. His experience and expertise provide him valuable insight on financial, operational and strategic matters in his role as Chair of the Audit Committee. | Director since 2012 Age 71 |

  22. OUR 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 electricity and energy company, where she served from 2005 until her retirement in 2017. Before joining Drax, Ms. Thompson managed InterGen NV’s European power business, was assistant group treasurer at Powergen plc and worked at CDC Capital Partners, the private sector arm of the British Government’s aid program. Ms. Thompson is a member of the Court of Directors of the Bank of England, where she is also Chair of the Audit and Risk Committee and Senior Independent Director. She served from 2018 through 2021 as the non-executive chair of Tullow Oil plc, the London Stock Exchange listed oil exploration and production company. She was also a director of Johnson Matthey Plc from 2007 through 2016. Director Skills and Qualifications: As the Chief Executive of Drax, Ms. Thompson gained unique insight into the sourcing, generation and supply of sustainable and renewable energy. She also brings to the Board vast experience in all aspects of finance as well as an international business perspective. Ms. Thompson’s work as Chair of the Audit and Risk Committee of the Bank of England and as Chair of Tullow Oil plc provide valuable financial and governance insight and experience to the Board and Audit Committee of the Company. Her extensive experience is of particular benefit to Eaton in her role as Chair of the Governance Committee. | Director since 2016 Age 61 |

  23. OUR NOMINEES

    | EATON 2022 Proxy Statement and Notice of Meeting | 10 |

  24. OUR 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 advisory services to clients in the power generation, industrial, material supply and consumer segments. Prior to founding the organization in 2018, he worked for more than 25 years in global leadership roles at General Electric Company and held a number of leadership positions of increasing responsibility, including vice president of commercial, GE Power division, vice president and chief commercial officer of GE Energy Connections, and president and chief executive officer of GE Aeroderivative Gas Turbines. He is director of NextEra Energy, Inc. and is a member of the board of the Federal Reserve Bank of Dallas, Houston branch, and Genserve, Inc. He also serves on the boards of The Kinkaid School, the Houston Endowment and Good Reason Houston. Director Skills and Qualifications: Mr. Wilson has extensive leadership experience in operations and commercial management in global manufacturing and services businesses. As a result of his senior leadership roles for a global manufacturer and service provider of electrical power generation and distribution equipment, Mr. Wilson brings extensive electrical industry experience to Eaton. He also has significant experience of importance to the Company, including management of global businesses in various industries. | Director since 2021 Age 58 |

  25. OUR NOMINEES

    | | The Board of Directors recommends a vote FOR each of the director nominees. |

  26. OUR NOMINEES

    | EATON 2022 Proxy Statement and Notice of Meeting | 11 |

  27. Executive Compensation Table of Contents

    | 2021 CEO PAY RATIO | 62 |

  28. 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 named executive officers’ 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.

  29. Pay for Performance Culture

    Pay for Performance Culture Our executive compensation programs reflect the belief that the amount earned by our executives must, to a significant extent, depend on achieving rigorous Company, business unit and individual performance objectives designed to enhance shareholder value. The chart below shows the payouts as a percentage of target under our performance-based short- and long-term incentive programs and total return to shareholders over Mr. Arnold’s tenure as CEO, illustrating the strong correlation between pay and the performance we are delivering to our shareholders. More information about our short- and long-term incentive programs begins on page 37.

  30. Total Shareholder Return and Performance-Based Incentive Plan Payouts

    Total Shareholder Return and Performance-Based Incentive Plan Payouts (1) In 2015, we changed the length of our performance-based long-term award periods from four to three years. As a result, two long-term performance periods ended on December 31, 2017. Awards for each period were earned at 25% of target. (2) In 2016, we changed the long-term incentive plan performance criteria from Adjusted Earnings per Share growth and Cash Flow Return on Gross Capital (weighted equally) to relative Total Shareholder Return. The first TSR-based award period began on January 1, 2016 and ended on December 31, 2018. In 2021, we replaced the short-term incentive metric Cash Flow Return on Gross Capital (CFR) that had been used in our annual incentive plan since 1993 with an Adjusted Operating Cash Flow (OCF) metric. The new metric, along with the Adjusted Earnings per Share metric, served as the financial performance metrics for the 2021 short-term incentive plan. More information about the change can be found on page 37.

  31. Total Shareholder Return and Performance-Based Incentive Plan Payouts

    | EATON 2022 Proxy Statement and Notice of Meeting | 29 |

  32. Summary of 2021 Performance-Based Incentive Plan Payouts

    Summary of 2021 Performance-Based Incentive Plan Payouts

  33. Short-Term Incentives

    Short-Term Incentives The corporate performance factor under our short-term incentive plan was 125%. In February 2021, the Committee determined it was appropriate to replace the Cash Flow Return on Gross Capital measure, which had been used in our annual incentive plan since 1993, with an Adjusted Operating Cash Flow (OCF) measure. At that time, the Committee also established Adjusted Earnings Per Share (EPS) and Adjusted OCF goals for 2021. Adjusted EPS excludes acquisition and divestiture charges, restructuring charges, and intangibles amortization expense from net income per share. Adjusted OCF equals the sum of operating cash flow, U.S. qualified pension contributions, and taxes paid on the sale of our Hydraulics business. The 2021 target Adjusted EPS and Adjusted OCF objectives were $5.60 and $2,500 million, respectively. Actual Adjusted EPS and Adjusted OCF were $6.62 and $2,703 million, respectively, which generated a calculated payout of 177% of target. However, management recommended and the Committee approved adjusting the formulaic payout to 125% to remove the positive impact of acquisition and divestiture timing that was not controlled by management. More information about our short-term incentive plan and the change to the Adjusted OCF measure can be found on page 37.

  34. Long-Term Incentives

    Long-Term Incentives 2019-2021 ESIP: Our 2019-2021 long-term, performance-based Executive Strategic Incentive Plan (“ESIP”) is fully based on Total Shareholder Return (TSR) relative to a group of peers. Our 2019-2021 ESIP was earned at 189% of target. The performance criteria under our long-term incentive plan is based on the rank of our Total Shareholder Return (TSR) relative to a group of peers. The results for the 2019-2021 award period are summarized below.

  35. Long-Term Incentives

    | | Threshold | Target | | Maximum | | | | | Actual Results | | | Relative Ranking | TSR is positive but ranks the lowest among the peers | 50(th) Percentile | 94.4(th) Percentile | 100(th) Percentile | | Adjustment Factor | 25% | 100% | 189% | 200% |

  36. Long-Term Incentives

    2019-2021 ESIP opportunities took the form of PSUs and were settled in Eaton ordinary shares. Dividend equivalents were paid in cash based on the earned number of share units and the aggregate dividend paid to our shareholders over the award period. Additional information about the 2019-2021 ESIP awards can be found on page 39.

  37. 2021 CEO REALIZED PAY AND OUR PERFORMANCE

    2021 CEO REALIZED PAY AND OUR PERFORMANCE Our compensation programs for Mr. Arnold and the other named executive officers are heavily weighted toward performance-based opportunities that are at-risk and subject to our performance. The table below illustrates the relationship between Mr. Arnold’s target award opportunity and the amounts he actually earned based on our performance against the metrics established for the short- and long-term incentive plans that ended on December 31, 2021. 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 on page 49. Each pay component shown below is discussed in more detail in the CD&A that follows.

  38. Membership and Responsibilities

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

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

    Total Compensation Analysis and Planning Process (November–February) We target total compensation to be within the median range of compensation paid by similarly sized industrial companies. We continually monitor and assess the competitive retention and recruiting pressures in the industries and markets where we compete for executive talent. As a result, the Committee periodically has exercised its judgment to set target compensation levels of certain executives above the market median to foster retention. Several analyses play a role in the Committee’s Total Compensation Analysis and Annual Planning Process: Market Analysis — In the fourth quarter of each year, our human resources department conducts a market analysis. First, we align our executives’ positions with comparable positions as reported in surveys published by two national consulting firms, Aon and Willis Towers Watson. We also review the compensation data that is publicly reported by the companies that comprise our compensation peer group described on page 35. Then, in February, we prepare a comprehensive 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 practices.

  40. 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 criteria. This process involves collecting and reviewing peer group information and third-party survey data and analyzing it as described below. PEER GROUP ANALYSIS Peer Group Selection — In 2016 the Committee began using proxy compensation data reported by a compensation peer group together with the survey data described under “market analysis” to set each named executive officer’s base salary, short-, and long-term incentive targets. The Committee adopted a compensation peer group in order to have additional data points to consider when setting pay and evaluating compensation programs. The Committee chose the companies in the compensation peer group based on revenue size, market capitalization, and industry. The compensation peer group also represents a sample of companies with whom we compete for talent. Eaton’s revenue and market cap are approximately aligned with the median revenue and market cap of the compensation peer group. With input from Meridian Compensation Partners, the Committee’s independent consultant, the Committee chose the companies listed in the following table as the compensation peer group:

  41. Evaluating Pay

    | 2021 Compensation Peer Group | | | | 3M Company | ABB Ltd. | Caterpillar Inc. | | Cummins Inc. | Danaher Corporation | Deere & Company | | Dover Corporation | Emerson Electric Company | Halliburton Company | | Honeywell International Inc. | Illinois Tool Works Inc. | Ingersoll-Rand plc(1) | | International Paper Company | Johnson Controls International plc | Lear Corporation | | Northrop Grumman Corporation | PACCAR Inc. | Parker-Hannifin Corporation | | Raytheon Company(2) | Rockwell Automation, Inc. | Stanley Black & Decker, Inc. | | Union Pacific Corporation | United Technologies Corporation(2) | Whirlpool Corporation | | (1) Now Trane Technologies plc (2) Now Raytheon Technologies Corporation | | |

  42. Evaluating Pay

    In July 2021, the Committee asked Meridian to conduct an in-depth analysis of the peer group considering both COVID-related market volatility, the impact of divestitures of Eaton’s Lighting and Hydraulics businesses, Eaton’s acquisitions in its Electrical and Aerospace segments, and acquisition and divestiture activity among the compensation peers listed above. In its review, Meridian evaluated current peer companies against specific characteristics such as, but not limited to: trailing twelve 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. Based on the scorecard results, Meridian recommended and the Committee approved removing the following companies: Danaher Corporation, Halliburton Company, Raytheon Technologies Corporation, and Union Pacific Corporation and adding the following companies: Aptiv plc, Carrier Global Corporation, Otis Worldwide Corporation, and TE Connectivity Ltd. With these changes, Eaton’s trailing twelve-month revenue is better aligned with the median of the revised peer group. The peer industry mix of the new compensation peer group remains focused on diversified industrial companies that are operationally and strategically similar to Eaton. The 23 companies that comprise Eaton’s compensation peer group that will be used for benchmarking executive pay in 2022 are:

  43. Evaluating Pay

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

  44. Evaluating Pay

    The compensation peer group does not replace Eaton’s strategic peer group that is used by the Board in setting the Company’s strategic plan. The publicly traded companies in the strategic peer group continue to serve as the relative peer group for purposes of comparing total shareholder return as it relates to Eaton’s long-term performance-based incentive plan. The strategic peers 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 (Aerospace, Electrical, Vehicle) 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 peer in its annual proxy statement and market survey data for positions that are equivalent to positions held by our named executive officers. The Committee uses this analysis in reviewing and establishing our stretch incentive plan goals and in answering whether our compensation targets are appropriate relative to market comparators. In 2021, this review of survey and peer proxy data confirmed that Eaton’s compensation opportunities were aligned with the external data points.

  45. Evaluating Pay

    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.

  46. 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 Plan (EIC) – Cash incentive tied to the following performance metrics: Adjusted Earnings Per Share (EPS) and Adjusted Operating Cash Flow (OCF)(1) goals as well as business unit and individual performance criteria which include environmental, social and governance measures | Paid in cash after the year has ended and performance has been measured Executives can choose to defer payments under our Deferred Incentive Compensation Plan II | | Long-term incentives | | | Executive Strategic Incentive Program (ESIP) – Long-term performance-based incentive tied to: | | | | | 50% Performance- Based Long-Term Incentive (ESIP) | Relative Total Shareholder Return ESIP opportunities are denominated in performance share units (PSUs) and settled in Eaton ordinary shares Value realization depends on our stock performance | Awards are distributed in Eaton ordinary shares after the 3-year award period has ended and performance has been measured | | | | 25% RSUs 25% stock options | Restricted Share Units (RSUs) and stock options – Long-term incentives that vest over time based on continued service to our company Value realization depends on our stock performance | Vesting in approximately equal annual installments over 3 years | | Other performance and retention grants | | | Retention restricted share units – Granted on rare occasions to foster engagement and retention May be tied to achievement of performance objectives Value realization depends on our stock performance | Vesting periods range from 3 to 10 years | | (1) Please see discussion on page 37 regarding the replacement of Cash Flow Return on Gross Capital (CFR) with Adjusted Operating Cash Flow going forward. | | | | |

  47. Short-Term Performance-Based Compensation

    Short-Term Performance-Based Compensation We establish a competitive annual cash incentive opportunity for each named executive officer 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. CHANGES TO METRICS In February 2021, the Committee decided to replace the Cash Flow Return on Gross Capital (CFR) metric that had been used in our annual incentive plan since 1993 with an Adjusted Operating Cash Flow (OCF) metric. While CFR is partly a measure of cash flow and has been an effective internal measure for many years, it is a complex, proprietary measure that contains competitive information and is not disclosed publicly. Thus, management recommended and the Committee agreed it was appropriate to introduce a different, more contemporary metric and selected Adjusted Operating Cash Flow. For purposes of this plan, Adjusted OCF equals Operating Cash Flow plus U.S. Qualified Pension Contributions and the taxes paid on the sale of our Hydraulics business. The Committee selected Adjusted OCF because: ■ It measures the change in working capital and is directly linked to the operating efficiencies we need to be successful; ■ Operating Cash Flow is publicly disclosed, thereby providing our investors and incentive plan participants with an additional layer of transparency as it relates to our short-term incentive plan metrics; ■ It is well differentiated from the Adjusted EPS measure that will continue to be used in the short-term incentive plan; and, It is a widely used metric amongst our peers and public companies.

  48. Short-Term Performance-Based Compensation

    | EATON 2022 Proxy Statement and Notice of Meeting | 37 |

  49. Short-Term Performance-Based Compensation

    Metrics, Goals and Results — In February 2021, 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 of Directors, 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 new Adjusted OCF metric is a direct measure of our 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. We and the Committee believe 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 2021 were demanding but attainable. The following table shows the 2021 goals and our actual results for the year. Adjusted EPS (which excludes from net income acquisition and divestiture charges, restructuring charges and intangibles amortization expense) and Adjusted OCF (which equals operating cash flow, U.S. qualified pension contributions, and taxes paid on the sale of our Hydraulics business) results were $6.62 and $2,703 million, respectively. The results generated a calculated payout of 177%, but management recommended and the Committee agreed it was appropriate to adjust the formula driven payout to 125% of target to remove the positive impact of acquisition and divestiture timing that was not controlled by management.

  50. 2021 EXECUTIVE INCENTIVE COMPENSATION PLAN GOALS AND RESULTS

    2021 EXECUTIVE INCENTIVE COMPENSATION PLAN GOALS AND RESULTS 2021 SHORT-TERM INCENTIVE AWARDS In February 2021, 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 as described on page 33. At the end of the award period, the Committee considered the following items in determining individual payouts: ■ The Company’s 125% payout factor as described above. ■ Individual 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; promoting a learning culture. Environmental, Social and Governance measures in categories such as ethics, sustainability, and diversity and inclusion, have been embedded in our short-term incentive plan for more than ten years. These measures are factored into the growth, operational excellence and building organizational capacity goals that influence the individual performance factor. The following table illustrates each named executive officer’s 2021 award opportunity and his actual EIC award relative to that opportunity. Messrs. Arnold’s, Okray’s, Monesmith’s, Yadav’s, and Fearon’s awards are subject to the corporate and individual performance factors described above. Mr. Brickhouse leads a reporting segment and his award is subject to corporate, business unit, and individual performance factors. The awards shown below are rounded to the nearest whole dollar. Each named executive officer’s short-term incentive award is reported in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table.

  51. 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 Performance Share Units: Relative TSR serves as the performance criteria for the performance-based ESIP periods which are three years in length. ESIP opportunities are denominated in performance share units 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. 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 named executive officers receive approximately an equal mix of stock options and RSUs which also provide a link to external performance. 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 “portfolio approach” to structuring long-term incentives provides an appropriate balance that focuses executives on both an external and internal measure of our success. In limited circumstances, the Committee provides retention restricted share unit grants to foster engagement and retention. The Committee’s independent compensation consultant has confirmed that this approach is appropriate to delivering long-term compensation and is consistent with market practices. No named executive officers received retention grants in 2021. Equity Grant Practices — We typically grant equity-based awards in February. However, in 2021, Mr. Okray received his annual equity grants in April upon becoming our Chief Financial Officer, following Mr. Fearon’s retirement. Mr. Okray’s grants are subject to the same terms and performance criteria as the equity awards granted to the other named executive officers in February 2021. 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 period (except in the case of an employee’s death, disability, or retirement). ■ No more than 5% of the total number of shares authorized for delivery under the Plan may vest within less than one year after the grant date (except for awards granted to non-employee directors, in the event of a change of control of the Company, in the event of a divestment of a business or upon 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 New York Stock Exchange on the date of the grant. PERFORMANCE-BASED LONG-TERM INCENTIVES FOR THE PERIOD ENDING DECEMBER 31, 2021 2019-2021 ESIP Performance Criteria: The Committee adopted relative TSR as the performance criteria for the 2019-2021 ESIP period. The Committee began using a relative TSR metric in 2016 to foster a stronger sense of relative peer performance and to alleviate the increasingly difficult market calibration issues that we faced in prior years when the plan was tied to earnings per share growth and cash flow return on gross capital metrics. 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 will enhance shareholder value.

  52. Long-Term Incentive Compensation

    | EATON 2022 Proxy Statement and Notice of Meeting | 39 |

  53. Long-Term Incentive Compensation

    The 2019-2021 ESIP was designed such that our TSR rank among a TSR Peer Group would determine an adjustment factor which 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 peer group, the maximum payout that could be earned was 25% of target. If our TSR was the highest when compared to that of the peer companies, but was negative, then the maximum payout that could be earned was 100% of target. Consistent with our historical practice, awards under this plan design were capped at 200% of target. The TSR Peer Group for the 2019-2021 award period was comprised of twenty companies (excluding Eaton), fourteen of which are direct peers in either the Electrical, Aerospace or Vehicle segments and six of which are indirect but relevant 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). During 2020, two of our TSR peers, Ingersoll-Rand plc and United Technologies Corporation changed due to spinoff and mergers. Ingersoll-Rand plc now operates as Trane Technologies plc after spinning-off its industrial business at the end of February 2020 and United Technologies Corporation now operates as Raytheon Technologies Corporation after spinning off its Otis and Carrier businesses and merging with Raytheon Company in April 2020. These companies in their new form are no longer strategic TSR peers. Furthermore, their TSR performance was skewed by the share distributions and conversions resulting from the spinoff and mergers. When the Committee approved the goals for the 2019-2021 award period, they reserved the right to exclude from the TSR ranking for the full award period any companies who merge or who are acquired. In light of the foregoing, the Committee has exercised their right to remove these companies from the TSR Peer group. Following the removal, the remaining companies were re-ranked. 2019-2021 ESIP Awards — Awards for the 2019-2021 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 was $66.12, (adjusted to reflect dividend reinvestments over the period) and our stock price at the end of the award period was $168.80. This resulted in TSR of 155.3%. As described above, per the rights granted under our plan, the Committee determined it was appropriate to exclude from the TSR ranking for the full period those companies who merged during the period. Excluding Ingersoll-Rand plc and United Technologies Corporation, Eaton had an absolute ranking among the remaining peers at two out of nineteen, and a percentile ranking at the 94.4th percentile. This percentile ranking resulted in a performance adjustment factor of 189% of target (rounded up to a whole percentage from 188.8%). The results are shown in the following tables.

  54. Long-Term Incentive Compensation

    | | Threshold | Target | | Maximum | | | | | Actual Results | | | Relative Ranking | TSR is positive but ranks the lowest among the peers | 50(th) Percentile | 94.4(th) Percentile | 100(th) Percentile | | Adjustment Factor | 25% | 100% | 189 % | 200% |

  55. Long-Term Incentive Compensation

    | EATON 2022 Proxy Statement and Notice of Meeting | 40 |

  56. Long-Term Incentive Compensation

    | Company Name | TSR | Absolute Ranking Prior to Peer Removal | Adjusted Ranking Following Peer Removal(1) | Adjustment Factor (Linear Interpolation From 0% to 200%, Rounded to Whole Percent) | | Schneider Electric SE | 194.78% | 1 | 1 | 200% | | Eaton Corporation | 155.30% | 2 | 2 | 189% | | Deere & Company | 129.97% | 3 | 3 | 178% | | Rockwell Automation | 124.33% | 4 | 4 | 167% | | Dover Corporation | 123.50% | 5 | 5 | 155% | | ABB Ltd. | 111.56% | 7 | 6 | 144% | | Legrand SA | 106.85% | 8 | 7 | 133% | | Hubbell, Inc. | 106.75% | 9 | 8 | 122% | | Parker-Hannifin Corporation | 106.43% | 10 | 9 | 111% | | Illinois Tool Works, Inc. | 93.74% | 11 | 10 | 100% | | Siemens Aktiengesellschaft | 86.47% | 12 | 11 | 89% | | Cummins Inc. | 64.36% | 13 | 12 | 78% | | Emerson Electric Co. | 56.57% | 14 | 13 | 67% | | Honeywell International Inc. | 55.97% | 15 | 14 | 55% | | Woodward, Inc. | 35.41% | 16 | 15 | 44% | | BorgWarner Inc. | 20.17% | 18 | 16 | 33% | | Moog, Inc. | -7.11% | 19 | 17 | 22% | | Allison Transmission Holdings Inc. | -21.23% | 20 | 18 | 11% | | American Axle | -32.41% | 21 | 19 | 0% | | (1) The following are removed due to mergers and spin-offs as described above. TSR and Rank prior to removal is as follows: | | | | |

  57. Long-Term Incentive Compensation

    | Trane Technologies plc | 112.61% | 6 | | Raytheon Technologies Corp | 34.00% | 17 |

  58. Long-Term Incentive Compensation

    Final awards were determined by multiplying the target number of performance share units by the calculated performance factor of 189% and rounding up to the nearest whole share. The earned number of performance share units vested on February 22, 2022 and will be reported in the Options Exercised and Stock Vested Table in our proxy statement for our 2023 Annual General Meeting. Dividend equivalents were also paid in cash based on the aggregate dividend paid over the period ($8.80) and the final number of share units that were earned. Awards earned by our named executive officers for the 2019-2021 ESIP Period are shown below.

  59. Long-Term Incentive Compensation

    | Executive | 2019-2021 Target | Target Units | Earned Share Units (based on 189% payout) | Value of Award at Vesting (based on $152.535 on 2/22/2022) | Accumulated Dividends (based on $8.80 per share) | Total Award + Dividend Equivalents | | C. Arnold | $4,500,000 | 62,375 | 117,889 | $17,982,199 | $1,037,423 | $19,019,622 | | T. Okray(1) | - | - | - | - | - | - | | U. Yadav | $950,000 | 13,170 | 24,892 | $3,796,901 | $219,050 | $4,015,951 | | H. Monesmith | $625,000 | 8,665 | 16,377 | $2,498,066 | $144,118 | $2,642,184 | | B. Brickhouse | $500,000 | 6,935 | 13,108 | $1,999,429 | $115,350 | $2,114,779 | | R. Fearon | $1,125,000 | 15,596 | 29,477 | $4,496,274 | $259,398 | $4,755,672 | | (1) Per the terms of his offer, Mr. Okray’s participation begins with the 2021-2023 ESIP award period. | | | | | | |

  60. Long-Term Incentive Compensation

    | EATON 2022 Proxy Statement and Notice of Meeting | 41 |

  61. Long-Term Incentives Granted in 2021

    Long-Term Incentives Granted in 2021 Establishment of Performance Criteria for the 2021-2023 ESIP — Awards for the 2021-2023 ESIP award period will be determined based on our TSR relative to that of the TSR Peer Group as described on the following page. The structure of our 2021-2023 ESIP is identical to that of the 2019-2021 ESIP described on page 39. That is, 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:

  62. Long-Term Incentives Granted in 2021

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

  63. Long-Term Incentives Granted in 2021

    Additionally, if our TSR is positive but ranked the lowest among the peer group, the maximum payout that can be earned is 25% of target. If our TSR is the highest when compared to that of the TSR Peer Group, but is negative, then the maximum payout 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. With the sale of our Lighting and Hydraulics business in 2020 and 2021, respectively, and the recent acquisitions within our Electrical and Aerospace businesses, our revenue mix has changed since we last established our TSR Peer Group in 2016. For our 2021-2023 award period, we established a new TSR peer group that includes sixteen companies, eleven of which are direct peers in either the Electrical, Aerospace or Vehicle segments and five of which 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 represented 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 S.A., Meggitt, Moog Inc., Rockwell Automation, Inc., Schneider Electric SE, Siemens AG, and Woodward, Inc. Diversified Peers: Dover Corporation, Emerson Electric Co, Honeywell International Inc., Illinois Tool Works Inc., and Parker-Hannifin Corporation Performance Share Units Granted for the 2021-2023 ESIP — In February 2021, the Committee established total long-term incentive opportunities, expressed as a cash value, for each executive. Targets are intended to align with the market median long-term incentive value as determined during our annual market analysis described on page 33. Half of the total long-term incentive target was converted to a number of performance share units based on the 30-day average closing price of our ordinary shares at the beginning of the award period. At the end of the award period, the number of performance share units will be adjusted up or down based on achievement of our TSR rank relative to that of the peers as previously described. The adjusted number of share units, if any, will be distributed to participants in the form of our ordinary shares. An accumulated dividend equivalent covering the performance period will be paid in cash based on the number of share units actually earned. RSUs Granted in 2021 — In February 2021, the Committee approved RSU grants that represented approximately 25% of each named executive officer’s target total long-term incentive opportunity. These RSUs vest in approximately equal installments over three years, subject to continued employment with us. We pay dividend equivalents on the earned number of RSUs at the time the shares vest. Stock Options Granted in 2021 — The Committee approved Stock option grants which make up the remaining 25% of each named executive officer’s total target long-term incentive opportunity. The stock options granted in 2021 will vest in substantially equal annual installments over three years, subject to the executive’s continued employment with us, and have a strike price equal to the closing price of our ordinary shares on the date of the grant. Long-Term Incentive Grants — Each named executive officer’s target long-term incentive opportunity and mix of grant types is shown below. The Committee considered Mr. Okray’s targets in February in anticipation of him becoming Chief Financial Officer; however, he did not receive his grants until he became the Chief Financial Officer in April 2021. 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.

  64. Long-Term Incentives Granted in 2021

    | EATON 2022 Proxy Statement and Notice of Meeting | 42 |

  65. Long-Term Incentives Granted in 2021

    | Executive | ESIP Target ($) (50% of LTI) | RSU Target ($) (25% of LTI) | Stock Option Target ($) (25% of LTI) | Target Total Long-Term Incentive ($) | | C. Arnold | $5,000,000 | $2,500,000 | $2,500,000 | $10,000,000 | | T. Okray | $1,175,000 | $587,500 | $587,500 | $2,350,000 | | U. Yadav | $1,200,000 | $600,000 | $600,000 | $2,400,000 | | H. Monesmith | $900,000 | $450,000 | $450,000 | $1,800,000 | | B. Brickhouse | $700,000 | $350,000 | $350,000 | $1,400,000 | | R. Fearon | $1,500,000 | $750,000 | $750,000 | $3,000,000 |

  66. Long-Term Incentives Granted in 2021

    In addition to the annual grants listed above that are intended to reward and recognize Mr. Okray’s contributions to our results for the award periods that began in 2021, he also received one-time new hire grants of stock options and restricted share units to replace certain long-term incentive opportunities that he forfeited when he left his former employer to join Eaton. These one-time grants are reported in the Stock Awards and Option Awards columns of the Summary Compensation Table along with the annual grants listed above. The methodology we used to buyout Mr. Okray’s forfeited compensation is consistent with the approach we take to replace the value of compensation that is subject to forfeiture for other external hires.

  67. Other Retirement and Compensation Arrangements

    Other Retirement and Compensation Arrangements The 2021 Pension Benefits table on page 55 reports retirement benefits for Mr. Arnold and the other named executive officers who participate in our defined benefit pension plans. Certain provisions of the Internal Revenue Code limit the annual benefits that may be paid from a tax-qualified retirement plan. As permitted under the Code, the Board of Directors 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 of Directors) 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.

  68. Other Retirement and Compensation Arrangements

    | EATON 2022 Proxy Statement and Notice of Meeting | 43 |

  69. Other Retirement and Compensation Arrangements

    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 and/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 to ensure we remain competitive. Since 2001, we periodically reviewed our pension plan to determine how we compare to companies like ours, particularly diversified industrial companies. Our latest 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 US non-union employees, including our named executive officers. 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. These plans are referenced on page 53. ■ 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 (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 Supplmental 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 Eaton Savings Plan and Eaton Supplemental Retirement Plan, as applicable, as employees hired April 1, 2013 and following, 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 Eaton Savings Plan and Eaton Supplemental Retirement Plan, as applicable in lieu of earning a benefit under the aforementioned pension plans.

  70. Employment Contracts and Change of Control Agreements

    Employment Contracts and Change of Control Agreements We do not provide our executive officers with employment contracts; however, we do enter into Change of Control Agreements with each executive officer. The agreements do not contain tax gross-up provisions, but do contain double-trigger severance provisions and restrictive covenants. These agreements provide benefits if an executive’s employment is terminated or materially changed for certain reasons following a change of control. We believe that these agreements are in the best interest of our shareholders because they help ensure that we will have the continued dedication and focus of key executives in the event of a change of control of the Company. Details of our Change of

  71. Employment Contracts and Change of Control Agreements

    | EATON 2022 Proxy Statement and Notice of Meeting | 44 |

  72. Employment Contracts and Change of Control Agreements

    Control Agreements may be found in the narrative discussion accompanying the Potential Payments Upon Termination beginning on page 57.

  73. Our Executive Compensation Strategies and Programs Are Structured to Reduce Risk

    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. In our short-term plan, this includes Adjusted OCF and Adjusted EPS objectives and qualitative goals such as leadership development, growth, operational excellence, and building organizational capacity. We believe these items contribute to increased shareholder value; • 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 to foster retention and 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; • A clawback policy that allows us to recover compensation in the case of a material restatement of financial results and/or employee misconduct; • Share ownership and holding requirements; and • A broad array of benefit programs that offer employees and executives an opportunity to build meaningful retirement assets throughout their careers.

  74. ESIP Long-Term Performance Plan

    ESIP Long-Term Performance Plan In light of the changes to certain companies in our strategic peer group and Eaton’s changing profile as a result of acquisition and divestiture activities, we have changed the TSR peer group for our 2022-2024 ESIP award period and will describe those changes in the 2023 Proxy Statement.

  75. 2021 SUMMARY COMPENSATION TABLE

    2021 SUMMARY COMPENSATION TABLE This table shows the total compensation of the Company’s Chairman and Chief Executive Officer of Eaton Corporation, the current and former Chief Financial Officer of Eaton Corporation, and our three other most highly compensated executive officers in 2021. NARRATIVE EXPLANATION OF SUMMARY COMPENSATION TABLE COLUMN INFORMATION:

  76. 2021 SUMMARY COMPENSATION TABLE

    | Column | Explanation | | Salary | Consists of base salary, which accounted for, on average, approximately 19% of the total compensation of the named executive officers in 2021. | | Bonus | “Bonus” payments are defined under the disclosure rules as discretionary payments that are not based on any pre-established performance criteria. | | Stock and Option Awards | These two columns show the grant date fair value of equity awards granted to the named executive officers. ● Stock Awards — Consists of the grant date fair value of awards delivered to each named executive officer in the year reported. The value of RSUs is based on our New York Stock Exchange closing price on the date of the grant. The value of ESIP PSUs is based on a Monte Carlo simulation. | | | ● Option Awards — Reports the grant date fair value of stock options awarded in each respective year. The grant date fair value of stock options is based on the Black-Scholes option pricing model. | | Non-Equity Incentive Plan Compensation | Reports the amount earned under the EIC plan. The incentive payments reported for 2021 in this column were approved by the Committee at its February 22, 2022 meeting and, to the extent not deferred by the executive, will be paid on March 31, 2022. | | Changes in Pension Value and Nonqualified Deferred Compensation Earnings | Contains two distinct components. ● “Changes in Pension Value” represents the total change in the actuarial present value of each named executive officer’s accumulated benefit under all of our defined benefit pension plans (both tax qualified and nonqualified) from the measurement date used for financial reporting purposes. The change in this column from year-to-year reflects items such as: changes in compensation as defined under the pension plan in which the executive participates, an additional year of service, and changes in the discount and interest rates used to determine the actuarial present value of the accumulated benefit reported in each respective year. ● “Nonqualified Deferred Compensation Earnings” include earnings on deferred compensation that exceed 120% of a specified rate of interest for long-term debt instruments established by the Internal Revenue Service, when applicable. Under the disclosure rules, earnings on deferred compensation are considered to be “above-market” if the rate or formula used to calculate the interest under the plan in which the executive participates exceeded a rate of interest established by the Internal Revenue Service. No named executive officers had “above-market” earnings on deferred compensation. | | All Other Compensation | Consists of compensation that does not fit within any of the foregoing definitions of compensation. This compensation includes items such as personal benefits, our contributions to defined contribution plans and the value of insurance premiums paid by us. |

  77. 2021 SUMMARY COMPENSATION TABLE

    | EATON 2022 Proxy Statement and Notice of Meeting | 48 |

  78. 2021 SUMMARY COMPENSATION TABLE

    2021 SUMMARY COMPENSATION TABLE

  79. 2021 SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year | Salary(1) | Bonus(2) | Stock Awards(3) | Option Awards(3) | Non-Equity Incentive Plan Compensation(4) | Changes In Pension Value and Nonqualified Deferred Compensation Earnings(5) | All Other Compensation(6) | Total Compensation | | C. Arnold Chairman and Chief Executive Officer | 2021 | $1,391,667 | - | $9,172,627 | $2,677,140 | $2,800,000 | $3,163,742 | $162,431 | $19,367,607 | | | 2020 | $1,116,346 | $1,080,000 | $8,514,256 | $2,517,413 | - | $4,082,258 | $163,474 | $17,473,747 | | | 2019 | $1,300,000 | - | $8,280,171 | $2,499,904 | $1,965,600 | $5,862,230 | $54,459 | $19,962,364 | | T. Okray Executive Vice President and Chief Financial Officer | 2021 | $787,500 | $2,394,285 | $5,497,357 | $969,004 | $1,031,250 | - | $516,607 | $11,196,003(7) | | U. Yadav President & COO - Electrical Sector | 2021 | $796,830 | - | $2,202,163 | $643,284 | 1,000,896 | $1,085,954 | $171,828 | $5,900,955 | | | 2020 | $687,695 | $388,698 | $1,833,840 | $542,774 | - | $1,517,506 | $56,968 | $5,027,481 | | | 2019 | $719,448 | - | $1,748,252 | $528,000 | $675,895 | $2,118,872 | $24,294 | $5,814,761 | | H. Monesmith President & COO - Industrial Sector | 2021 | $651,000 | - | $1,651,949 | $482,784 | $819,000 | $81 | $78,216 | $3,683,030 | | | 2020 | $581,538 | $315,000 | $1,397,740 | $413,098 | - | - | $89,323 | $2,796,699 | | | 2019 | $576,248 | - | $1,150,437 | $347,776 | $465,411 | $819 | $66,492 | $2,607,183 | | B. Brickhouse President – Americas Region, Electrical Sector | 2021 | $635,417 | - | $1,284,922 | $374,928 | $555,994 | $695,107 | $45,845 | $3,592,213 | | | 2020 | $563,077 | $259,250 | $1,047,908 | $309,824 | - | $999,946 | $39,941 | $3,219,946 | | | 2019 | $576,146 | - | $920,788 | $278,080 | $518,546 | $1,327,346 | $310,363 | $3,931,269 | | R. Fearon Vice Chairman and Chief Financial and Planning Officer | 2021 | $250,985 | - | $2,753,030 | $803,784 | $313,731 | - | $134,966 | $4,256,496 | | | 2020 | $915,864 | $501,971 | $2,619,771 | $774,947 | - | $373,662 | $91,092 | $5,277,307 | | | 2019 | $984,635 | - | $2,760,634 | $833,536 | $930,480 | $1,961,581 | $40,372 | $7,511,238 | | (1) In 2021, 2020, and 2019, $190,000 of Mr. Arnold’s salary was attributable to his service as a member of Eaton’s Board of Directors per Irish regulations. In 2021, 2020, and 2019, $75,000, $150,000, and $150,000, respectively, of Mr. Fearon’s salary was attributable to his service as a member of Eaton’s Board of Directors per Irish regulations. (2) For 2020, the Committee exercised discretion to create a bonus pool to reward our executives and the other annual incentive plan participants for the company’s results and the effort put forth in response to the unprecedented global pandemic. The amounts reported for 2020 reflect these discretionary bonuses. The amount reported for Mr. Okray for 2021 reflects sign-on bonuses he received to replace the annual and long-term incentive opportunities that he forfeited from his former employer when he joined our company. (3) These two columns show the grant date fair value of equity awards, computed in accordance with ASC 718, granted to the named executive officers. 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 13 to the Consolidated Financial Statements of our 2021 annual report. The actual amounts realized by individual named executive officers likely 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 vest in substantially equal installments over a three-year period beginning with the first anniversary of the grant date. Dividend equivalents are paid in cash when the RSUs vest based on the aggregate dividend paid to our shareholders during the restricted period. (4) Non-Equity Incentive Plan Compensation reported in this column includes payments earned under the EIC Plan. The material features of this incentive plan are described in the Compensation Discussion and Analysis. (5) In 2021, no named executive officers received above-market earnings on his or her nonqualified deferred compensation. The aggregate change in the actuarial present value of the accumulated benefit under all defined benefit pension plans for each named executive officer is noted below. Mr. Monesmith participated in the Cooper Pension Plan, which was merged with the Pension Plan for Eaton Corporation Employees in 2018. He receives no other benefit under the Pension Plan for Eaton Corporation Employees. Mr. Okray does not receive a benefit under the Pension Plan for Eaton Corporation Employees, either. Instead, both Mr. Okray and Mr. Monesmith receive an additional employer-contribution under our defined contribution plan as discussed below and on page 55. | | | | | | | | | |

  80. 2021 SUMMARY COMPENSATION TABLE

    | | Qualified | Nonqualified | Total | | C. Arnold | $2,120 | $3,161,622 | $3,163,742 | | T. Okray | - | - | - | | U. Yadav | ($6,010) | $1,091,964 | $1,085,954 | | H. Monesmith | $81 | - | $81 | | B. Brickhouse | $75,223 | $619,884 | $695,107 | | R. Fearon | $28,779 | ($443,302) | ($414,523) |

  81. 2021 SUMMARY COMPENSATION TABLE

    | EATON 2022 Proxy Statement and Notice of Meeting | 49 |

  82. 2021 SUMMARY COMPENSATION TABLE

    | (6) “All Other Compensation” includes the aggregate incremental cost we incurred for certain personal benefits, including: ● Reimbursement of financial, tax and estate planning ● Amounts attributable to relocation ● Personal Use of Company Aircraft: The amount reported in the following table is the executive’s use of our airplanes for personal travel. Due to potentially harmful COVID-19 exposure, senior-level officers reporting to the CEO were asked to use the Company aircraft in a reasonable and limited manner for personal travel. We do not reimburse named executive officers for tax costs related to personal or family member use of our aircraft. ● Life Insurance: We provide approximately 200 employees, including the named executive officers who were hired prior to January 1, 2016 with the opportunity to acquire individual whole-life insurance as described on page 43. The annual premium paid by us during 2021 for each of the named executive officers is shown in the chart below. Each participant is responsible for paying individual income taxes due with respect to our insurance program. ● Contributions to the Eaton Savings Plan and Eaton Supplemental Retirement Plan: The amount of our contributions to the named executive officers’ accounts under the 401(k) Eaton Savings Plan (the “ESP”) and Eaton Supplemental Retirement Plan is reported below. The ESP permits an employee to contribute a portion of his or her salary to the ESP, subject to limits imposed under the Internal Revenue Code. Mr. Okray and Mr. Monesmith, like all other employees hired on or after April 1, 2013, receive an additional 4% of base salary employer contribution under the ESP in lieu of a benefit under our defined benefit pension plans. As described under “Pension Freeze Enacted December 31, 2020” on page 54, participants in the Eaton Personal Pension Account, including Mr. Yadav, Mr. Monesmith, and Mr. Fearon 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. Mr. Okray also received a one-time contribution to the Eaton Supplmental Retirement Plan plan as a buyout of the retirement benefits he forfeited when he left his former employer to join Eaton. The amount of the additional employer contributions and credits is also included in the table below. ● The amounts of these items reported as “All Other Compensation” are: |

  83. 2021 SUMMARY COMPENSATION TABLE

    | | Financial Planning | Personal Use of Aircraft | Relocation | Company Paid Life | Employer Contributions to Defined Contribution Plans | Accrued and Unused Vacation | Total Other | | C. Arnold | $14,365 | $109,980 | - | $29,386 | $8,700 | - | $162,431 | | T. Okray | $8,356 | - | $60,941 | $1,124 | $446,186 | - | $516,607 | | U. Yadav | $10,000 | $49,140 | - | $9,146 | $103,542 | - | $171,828 | | H. Monesmith | $12,600 | $14,040 | - | $4,236 | $47,340 | - | $78,216 | | B. Brickhouse | $12,253 | - | - | $24,892 | $8,700 | - | $45,845 | | R. Fearon | $12,712 | $10,608 | - | $21,997 | $65,516 | $24,133 | $134,966 | | (7) As is a typical approach for new hires who forfeit compensation from their former employer to join our company, Mr. Okray received a one-time sign-on bonus, one-time grants of stock and option awards, and a special contribution to the Eaton Supplemental Retirement Plan as a buyout of compensation he forfeited when he left his former employer to join Eaton. For comparison to our other named executive officers, Mr. Okray’s total compensation without the one-time items and the relocation benefits related to his transition to Eaton was $4,759,576. | | | | | | | |

  84. 2021 SUMMARY COMPENSATION TABLE

    | EATON 2022 Proxy Statement and Notice of Meeting | 50 |

  85. GRANTS OF PLAN-BASED AWARDS IN 2021

    GRANTS OF PLAN-BASED AWARDS IN 2021 The following table summarizes the potential awards payable to named executive officers with respect to the short-term and long-term incentive award opportunities granted in 2021.

  86. GRANTS OF PLAN-BASED AWARDS IN 2021

    | | 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 | | C. Arnold | 2/23/2021(1) | $560,000 | $2,240,000 | $6,720,000 | | | | | | | | | | 2/23/2021(2) | | | | 10,184 | 40,735 | 81,470 | | | | $6,507,009 | | | 2/23/2021(3) | | | | | | | | 104,250 | $130.86 | $2,677,140 | | | 2/23/2021(3) | | | | | | | 20,370 | | | $2,665,618 | | T. Okray | 2/1/2021(4) | | | | | | | 27,149 | | | $3,299,689 | | | 2/1/2021(4) | | | | | | | | 11,810 | $121.54 | $275,409 | | | 2/23/2021(1) | $206,250 | $825,000 | $2,475,000 | | | | | | | | | | 4/1/2021(2) | | | | 2,394 | 9,575 | 19,150 | | | | $1,529,511 | | | 4/1/2021(3) | | | | | | | | 24,500 | $139.49 | $693,595 | | | 4/1/2021(3) | | | | | | | 4,790 | | | $668,157 | | U. Yadav | 2/23/2021(1) | $200,179 | $800,717 | $2,402,151 | | | | | | | | | | 2/23/2021(2) | | | | 2,445 | 9,780 | 19,560 | | | | $1,562,257 | | | 2/23/2021(3) | | | | | | | | 25,050 | $130.86 | $643,284 | | | 2/23/2021(3) | | | | | | | 4,890 | | | $639,906 | | H. Monesmith | 2/23/2021(1) | $163,800 | $655,200 | $1,965,600 | | | | | | | | | | 2/23/2021(2) | | | | 1,834 | 7,335 | 14,670 | | | | $1,171,693 | | | 2/23/2021(3) | | | | | | | | 18,800 | $130.86 | $482,784 | | | 2/23/2021(3) | | | | | | | 3,670 | | | $480,256 | | B. Brickhouse | 2/23/2021(1) | $136,106 | $544,425 | $2,449,913 | | | | | | | | | | 2/23/2021(2) | | | | 1,426 | 5,705 | 11,410 | | | | $911,317 | | | 2/23/2021(3) | | | | | | | | 14,600 | $130.86 | $374,928 | | | 2/23/2021(3) | | | | | | | 2,855 | | | $373,605 | | R. Fearon | 2/23/2021(1) | $62,746 | $250,985 | $752,955 | | | | | | | | | | 2/23/2021(2) | | | | 3,056 | 12,225 | 24,450 | | | | $1,952,821 | | | 2/23/2021(3) | | | | | | | | 31,300 | $130.86 | $803,784 | | | 2/23/2021(3) | | | | | | | 6,115 | | | $800,209 |

  87. GRANTS OF PLAN-BASED AWARDS IN 2021

    (1) EIC PLAN. These amounts represent potential payments that were established for 2021 under our EIC Plan, as described on page 37. (2) ESIP AWARD. This represents the potential payments that were established in 2021 for the 2021-2023 ESIP Award Period as described on page 42. ESIP opportunities take the form of PSUs and at the end of the award period, the target number of PSUs will be adjusted 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 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 2024 and the value realized will vary based on share price. 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 on February 23, 2021 and April 1, 2021. 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 13 to Consolidated Financial Statements of our 2021 annual report. The actual amounts realized by individual named executive officers will vary based on a number of factors, including the market performance of our shares and timing of option exercises. Mr. Okray received a one-time new hire grant of 27,149 RSUs and 11,810 stock options on February 1, 2021 to replace the value of his forfeited prior-employer long-term incentive opportunities. The RSUs vest in substantially equal annual installments over a three-year period beginning with the first anniversary of the grant date, subject to his continued employment with us.

  88. GRANTS OF PLAN-BASED AWARDS IN 2021

    | EATON 2022 Proxy Statement and Notice of Meeting | 51 |

  89. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2021

    OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2021 The following table summarizes the outstanding equity awards held by the named executive officers at December 31, 2021. The closing price of our ordinary shares on the last trading day in 2021 ($172.82) was used to determine the market value of the unvested RSAs and RSUs shown in the “Market Value of Shares or Units of Stock That Have Not Vested ($)” column.

  90. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2021

    | | 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: No. 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: No. 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 ($) | | C. Arnold | 2/23/2021 | - | 104,250 | | $130.86 | 2/23/2031 | 2/23/2021 | 20,370 | $3,520,343 | 40,735 | $7,039,823 | | | 2/25/2020 | 53,493 | 108,607 | | $98.21 | 2/25/2030 | 2/25/2020 | 16,767 | $2,897,673 | 50,050 | $8,649,641 | | | 2/26/2019 | 117,183 | 60,367 | | $80.49 | 2/26/2029 | 2/26/2019 | 10,605 | $1,832,756 | 62,375 | $10,779,648 | | | 2/27/2018 | 116,330 | - | | $81.96 | 2/27/2028 | | | | | | | T. Okray | 4/1/2021 | - | 24,500 | | $139.49 | 4/1/2031 | 4/1/2021 | 4,790 | $827,808 | 9,575 | $1,654,752 | | | 2/1/2021 | - | 11,810 | | $121.54 | 2/1/2031 | 2/1/2021 | 27,149 | $3,654,970 | | | | U. Yadav | 2/23/2021 | - | 25,050 | | $130.86 | 2/23/2031 | 2/23/2021 | 4,890 | $845,090 | 9,780 | $1,690,180 | | | 2/25/2020 | 11,533 | 23,417 | | $98.21 | 2/25/2030 | 2/25/2020 | 3,612 | $624,226 | 10,780 | $1,863,000 | | | 2/26/2019 | - | 12,750 | | $80.49 | 2/26/2029 | 2/26/2019 | 2,239 | $386,944 | 13,170 | $2,276,039 | | | | | | | | | 2/25/2014(3) | 6,840 | $1,182,089 | | | | | | | | | | | 2/26/2013(3) | 5,035 | $870,149 | | | | | | | | | | | 2/21/2012(3) | 5,965 | $1,030,871 | | | | H. Monesmith | 2/23/2021 | - | 18,800 | | $130.86 | 2/23/2031 | 2/23/2021 | 3,670 | $634,249 | 7,335 | $1,267,635 | | | 2/25/2020 | 8,778 | 17,822 | | $98.21 | 2/25/2030 | 2/25/2020 | 2,754 | $475,946 | 8,215 | $1,419,716 | | | 2/26/2019 | 16,302 | 8,398 | | $80.49 | 2/26/2029 | 2/26/2019 | 1,474 | $254,737 | 8,665 | $1,497,485 | | | 2/27/2018 | 17,400 | - | | $81.96 | 2/27/2028 | | | | | | | | 2/21/2017 | 17,200 | - | | $71.89 | 2/21/2027 | | | | | | | B. Brickhouse | 2/23/2021 | - | 14,600 | | $130.86 | 2/23/2031 | 2/23/2021 | 2,855 | $493,401 | 5,705 | $985,938 | | | 2/25/2020 | 6,583 | 13,367 | | $98.21 | 2/25/2030 | 2/25/2020 | 2,064 | $356,700 | 6,160 | $1,064,571 | | | 2/26/2019 | 13,035 | 6,715 | | $80.49 | 2/26/2029 | 2/26/2019 | 1,180 | $203,928 | 6,935 | $1,198,507 | | | 2/27/2018 | 10,150 | | | $81.96 | 2/27/2028 | | | | | | | R. Fearon | 2/23/2021 | - | 31,300 | | $130.86 | 2/23/2031 | 2/23/2021 | 6,115 | $1,056,794 | 1,019 | $176,104 | | | 2/25/2020 | 16,467 | 33,433 | | $98.21 | 2/25/2030 | 2/25/2020 | 5,159 | $891,578 | 6,417 | $1,108,986 | | | 2/26/2019 | 39,072 | 20,128 | | $80.49 | 2/26/2029 | 2/26/2019 | 3,536 | $611,092 | 15,596 | $2,695,301 | | | 2/27/2018 | 42,180 | - | | $81.96 | 2/27/2028 | | | | | | | | 2/21/2017 | 52,909 | - | | $71.89 | 2/21/2027 | | | | | | | | 2/23/2016 | 77,932 | - | | $56.55 | 2/23/2026 | | | | | | | | 2/24/2015 | 34,505 | - | | $71.72 | 2/24/2025 | | | | | | | (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, 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 2021 vest on the anniversary of the date of the grant in each 2022, 2023, and 2024 and approximately one-half of the unexercisable option awards and one-half of the unvested stock awards granted in 2020 vest on each February 25, 2022 and 2023. (2) Unless otherwise noted, represents potential payments that were established in 2021, 2020, and 2019 for the 2021-2023, 2020-2022, and 2019-2021 ESIP Award Periods. The number of earned PSUs will be determined at the end of each three-year award period 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 closing price of our ordinary shares on the vesting date. The 2019-2021 ESIP opportunities included in this column were earned at 189% of target and shares vested on February 22, 2022. (3) Unvested restricted stock awards cliff vest on the tenth anniversary of the date of the grant, subject to continued employment with us. | | | | | | | | | | | |

  91. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2021

    | EATON 2022 Proxy Statement and Notice of Meeting | 52 |

  92. OPTION EXERCISES AND STOCK VESTED IN 2021

    OPTION EXERCISES AND STOCK VESTED IN 2021 The following table provides information about exercises of stock options and vesting of PSUs, RSAs and RSUs during the year ended December 31, 2021. The values for exercised stock options reflect the difference between the aggregate option exercise price and the market price of the applicable number of our ordinary shares on the date of exercise. The values for any PSUs, RSAs or RSUs that vested during 2021 reflect the per share closing price of our ordinary shares on the vesting date multiplied by the number of shares that vested.

  93. OPTION EXERCISES AND STOCK VESTED IN 2021

    | | 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) | | C. Arnold | 130,170 | $12,943,093 | 113,820 | $14,767,997 | | T. Okray | - | - | - | - | | U. Yadav | 83,400 | $7,756,901 | 25,062 | $3,251,605 | | H. Monesmith | - | - | 16,867 | $2,188,676 | | B. Brickhouse | 20,050 | $1,384,915 | 10,371 | $1,346,341 | | R. Fearon | 26,044 | $1,801,306 | 41,152 | $5,338,255 | | (1) Amounts realized upon the exercise of options or on the vesting of PSUs, RSAs or RSUs are not eligible for deferral under any of our deferred compensation plans. | | | | |

  94. 2021 PENSION BENEFITS

    2021 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. ■ 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). Tax-Qualified Retirement Income Plans — Effective January 1, 2002, employees who were then earning benefits under the “Average Final Annual Compensation” benefit formula (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 cash balance formula (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 Eaton Savings Plan 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 Eaton Savings Plan contribution. 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

  95. 2021 PENSION BENEFITS

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  96. 2021 PENSION BENEFITS

    employment between age 21 and retirement, subject to a maximum of 44 years. Corporate policies require the named executive officers 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 and EPPA benefit formulas, 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 Internal Revenue 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 Internal Revenue Code, the Board of Directors 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 named executive officers. Limited Eaton Service Supplemental Retirement Income Plan — The Board of Directors 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 —- As discussed on page 44, effective December 31, 2020, we froze our qualified pension plans for US non-union employees, including our named executive officers. 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. These plans are referenced above. ■ 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 (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 account in calculating contributions to a qualified savings plan are credited to a participant’s notional account in the Eaton Supplemental Retirement Plan.

  97. 2021 PENSION BENEFITS

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  98. 2021 PENSION BENEFITS

    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 Eaton Savings Plan and into the Eaton Supplemental Retirement Plan as employees hired April 1, 2013 and following, which is currently a 4% Eaton Retirement Contribution.

  99. 2021 PENSION BENEFITS

    2021 PENSION BENEFITS

  100. 2021 PENSION BENEFITS

    | Name | Plan Name | Number of Years of Credited Service (#) | Present Value of Accumulated Benefit ($) | Payments During Last Fiscal Year ($) | | C. Arnold | Pension Plan for Eaton Corporation Employees | 21.25 | $1,405,319 | - | | | DB Restoration Plan | 21.25 | $16,035,086 | - | | | Limited Service Supplemental Plan | 21.25 | $9,340,190 | - | | T. Okray(1) | Pension Plan for Eaton Corporation Employees | - | - | - | | | DB Restoration Plan | - | - | - | | | Limited Service Supplemental Plan | - | - | - | | U. Yadav | Pension Plan for Eaton Corporation Employees | 27.75 | $429,799 | - | | | DB Restoration Plan | 27.75 | $758,906 | - | | | Limited Service Supplemental Plan | 27.75 | $8,525,852 | - | | H. Monesmith(2) | Pension Plan for Eaton Corporation Employees | - | $6,449 | - | | | DB Restoration Plan | - | - | - | | | Limited Service Supplemental Plan | - | - | - | | B. Brickhouse | Pension Plan for Eaton Corporation Employees | 36.50 | $1,526,748 | - | | | DB Restoration Plan | 36.50 | $4,290,942 | - | | | Limited Service Supplemental Plan | - | - | - | | R. Fearon | Pension Plan for Eaton Corporation Employees | 19.75 | $457,982 | $433,542 | | | DB Restoration Plan | 19.75 | $700 | $1,935,227 | | | Limited Service Supplemental Plan | 19.75 | $13,085 | $11,995,177 | | (1) Mr. Okray does not receive a benefit under the Pension Plan for Eaton Corporation Employees or the Limited Service Supplemental Plan. (2) Mr. Monesmith participated in the Cooper Pension Plan and receives no further benefit under the Pension Plan for Eaton Corporation Employees or the Limited Service Supplemental Plan. | | | | |

  101. 2021 NONQUALIFIED DEFERRED COMPENSATION

    2021 NONQUALIFIED DEFERRED COMPENSATION The following table sets forth the contributions, earnings, withdrawals/distributions, and aggregate balances for the named executive officers under the following plans: ■ the Deferred Incentive Compensation Plan (the “DIC Plan); ■ the Deferred Incentive Compensation Plan II (the “DIC Plan II”); ■ the Incentive Compensation Deferral Plan II (the “IC Deferral Plan II”); and, ■ the Eaton Supplmental Retirement Plan. 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 employment retention. These plans include: DIC Plans — Short-term incentive compensation earned prior to December 31, 2004 was eligible for deferral under the DIC Plan. On February 10, 2010, the Committee approved the termination of the DIC Plan with respect to all participant accounts except for certain accounts that contain deferrals for the years 1986 through 1989. The accounts that were not terminated earn fixed interest based on market rates and individual mortality assumptions in effect at the time of the deferrals. None of the named executive officers have accounts that contain deferrals for the years 1986 through 1989. Short-term incentive compensation earned after December 31, 2004 is eligible to be deferred under the DIC Plan II. 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

  102. 2021 NONQUALIFIED DEFERRED COMPENSATION

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  103. 2021 NONQUALIFIED DEFERRED COMPENSATION

    shares, with earned dividends reinvested in shares. 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 creation of the DIC Plan II and the exclusion of deferrals under the prior plan were implemented to satisfy the requirements of Internal Revenue Code Section 409A under the American Jobs Creation Act of 2004 (409A). 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 5 years or less. IC Deferral Plan — Similarly, cash settled long-term incentive compensation earned after December 31, 2004 is eligible for deferral under the IC Deferral Plan II. Under the IC Deferral Plan II, prior to the beginning of any award period for which an award may be earned, or later if permitted by us in the case of performance-based compensation (as defined in the final regulations under 409A), participants are required to elect the method and timing of payment with respect to the incentive compensation to be earned during that award period, and that is subject to the deferral election. When an executive elected to defer a long-term incentive award under the IC Deferral Plan II for payment at or following his or her retirement, earnings on a minimum of 50% of the deferred amount must be tracked on a phantom share basis. The remainder of the amount deferred to retirement earns interest equivalents equal to that paid on 10-year Treasury Notes plus 300 basis points. At retirement, the portion of the executive’s account that is deferred into phantom shares is paid in our ordinary shares. Incentive compensation deferred pursuant to our deferral plans is unsecured, subject to the claims of our creditors and is exposed to the risk of our non-payment. A grantor trust that we previously established, the assets of which are subject to the claims of our creditors, will be used to pay those obligations related to deferred incentive compensation earned by our executives prior to 2005. The transaction to acquire Cooper Industries plc required Eaton to fund the vested liabilities in the trust in the amount of $7.8 million. No comparable trust arrangements currently are in place with respect to incentive compensation deferred after 2004. 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 Eaton Savings Plan. 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 Eaton Savings Plan receive pay credits in the Eaton Supplemental Retirement Plan. The plan may also provide other benefits at the discretion of the Committee.

  104. 2021 NONQUALIFIED DEFERRED COMPENSATION

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  105. 2021 NONQUALIFIED DEFERRED COMPENSATION

    2021 NONQUALIFIED DEFERRED COMPENSATION

  106. 2021 NONQUALIFIED DEFERRED COMPENSATION

    | Name | Plan Name | Executive Contributions in Last Fiscal Year | Registrant Contributions in Last Fiscal Year | Aggregate Earnings in Last Fiscal Year(1) | Aggregate Withdrawals/ Distributions | Aggregate Balance at Last Fiscal Year End | | C. Arnold(2) | DIC Plan II | $756,000 | - | $218,495 | - | $5,054,712 | | | Eaton Supplemental Retirement Plan | - | - | - | - | - | | | Total | $756,000 | - | $218,495 | - | $5,054,712 | | T. Okray(3) | DIC Plan II | - | - | - | | - | | | Eaton Supplemental Retirement Plan | - | $426,003 | $28,103 | - | $454,106 | | | Total | - | $426,003 | $28,103 | - | $454,106 | | U. Yadav | DIC Plan II | - | - | - | - | - | | | Eaton Supplemental Retirement Plan | - | $71,642 | $3,512 | - | $75,154 | | | Total | - | $71,642 | $3,512 | - | $75,154 | | H. Monesmith(4) | DIC Plan II | - | - | $10,351 | - | $239,363 | | | Eaton Supplemental Retirement Plan | - | $27,040 | $53,500 | - | $458,144 | | | Total | - | $27,040 | $63,851 | - | $697,507 | | B. Brickhouse(5) | DIC Plan II | - | - | - | - | - | | | Eaton Supplemental Retirement Plan | - | - | - | - | - | | | Total | - | - | - | - | - | | R. Fearon(6) | DIC Plan II | - | - | - | - | - | | | Eaton Supplemental Retirement Plan | - | $37,037 | $1,954 | $38,991 | - | | | Total | - | $37,037 | $1,954 | $38,991 | - | | (1) When applicable, the amounts reported in the “Aggregate Earnings in Last Fiscal Year” column are also reported in the ‘Changes in Pension Value and Nonqualified Deferred Compensation Earnings’ column of the Summary Compensation Table, to the extent such earnings exceed 120% of the applicable federal rate as determined under the Internal Revenue Code. No named executive officers received “above-market” earnings on his nonqualified deferred compensation. (2) Mr. Arnold’s executive contributions in the last fiscal year reflect his 2020 earned bonus award which was reported in the “Bonus” column of the 2020 Summary Compensation Table. Mr. Arnold’s aggregate balance includes $3,818,340 that was previously reported as compensation in the “Summary Compensation Table” for the years 2018 and 2019. Mr. Arnold participates in the AFAC benefit formula of the Pension Plan for Eaton Corporation Employees and does not receive pay credits in the Eaton Supplmental Retirement Plan. | | | | | | | | (3) Includes a special contribution to the Plan to replace benefits that were subject to forfeiture when Mr. Okray left his former employer to join our company. Mr. Okray has not elected to participate in the DIC Plan II. (4) Mr. Monesmith’s aggregate balance in the DIC Plan II includes amounts he earned and elected to defer before he became a named executive officer. (5) Mr. Brickhouse has not elected to participate in the DIC Plan II. He participates in the AFAC benefit formula of the Pension Plan for Eaton Corporation and does not receive pay credits in the Eaton Supplmental Retirement Plan. (6) Mr. Fearon retired in 2021 and received a distribution in accordance with the terms of Plan. | | | | | | |

  107. 2021 POTENTIAL PAYMENTS UPON TERMINATION

    2021 POTENTIAL PAYMENTS UPON TERMINATION A named executive officer 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 and standard severance benefits available to all U.S. salaried, nonunion employees) that would require any payment to a named executive officer in the event of a termination of his or her employment. Instead, the Compensation and Organization Committee of our Board of Directors 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 the termination and the individual executive’s personal circumstances. The Committee believes that it is in the best interest of the Company and our shareholders to ensure that 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. Moreover, providing fair and reasonable employment termination compensation is consistent with our overall compensation philosophy. For each of the termination of employment scenarios described in this section, the estimated potential payments and benefits that might be received by each named executive officer are displayed in the table that immediately follows that description.

  108. 2021 POTENTIAL PAYMENTS UPON TERMINATION

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  109. Normal and Early Retirement

    Normal and Early Retirement Each named executive officer is subject to mandatory retirement at age 65 and is eligible to elect voluntary retirement after having attained age 55 with ten or more years of service. Consistent with the policy applied to non-executive employees who were hired on or before December 31, 2001, in the event we involuntarily terminate an officer after the officer attained age 50 with ten or more years of service, he or she also would be treated as a retiree under the programs described below. As of December 31, 2021, Mr. Okray and Mr. Monesmith did not meet the age and service requirements to be treated as a retiree under these programs. This retirement scenario includes: ■ pro-rated eligibility in the open award periods under our performance-based long-term incentive program (ESIP); ■ vesting of the then unvested stock options, RSAs and RSUs according to the vesting schedule set forth in each grant agreement. For illustrative purposes, these awards are valued based on the closing price of our shares on the last trading day of 2021 ($172.82), regardless of when they vest; and ■ reimbursement for the costs of income tax return preparation and estate and financial planning assistance for the year of and year following retirement.

  110. Normal and Early Retirement

    | | Severance | Pro-Rated ESIP | Equity Vesting Into Retirement | Benefit Continuation | Tax Preparation and Financial Counseling | Outplacement | Total | | C. Arnold | - | $8,537,351 | $26,301,956 | - | $28,730 | - | $34,868,037 | | U. Yadav | - | $1,899,866 | $8,914,816 | - | $20,000 | - | $10,834,682 | | B. Brickhouse | - | $1,092,785 | $3,283,953 | - | $24,505 | - | $4,401,243 |

  111. 2021 CEO Pay Ratio

    2021 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. Arnold, our Chairman and Chief Executive Officer, as required by Item 402(u) of Regulation S-K. We identified our median employee using our global population as of October 1, 2021, which included approximately 88,395 regular and temporary employees. In compliance with Item 402(u), we excluded all employees in 5 countries totaling 4,360 employees (approximately 4.93% of our total workforce). Employees in the following countries were excluded:

  112. 2021 CEO Pay Ratio

    | Country | Headcount | | Philippines | 1,667 | | Serbia | 989 | | Turkey | 986 | | Taiwan | 654 | | Russian Federation | 64 |

  113. 2021 CEO Pay Ratio

    As a result, our pay ratio includes 84,035 of our employees in 71 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 October 1, 2021. No cost of living adjustments were applied in our methodology. Our median employee’s total compensation of $56,287 was calculated in the same manner as we calculated total compensation for each of the named executive officers in the Summary Compensation Table and includes base salary, overtime pay, recognition bonus amounts, employer contributions to retirement plans, and employer contributions to health and welfare benefits. Mr. Arnold’s total compensation for purposes of this disclosure is $19,385,973 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 344:1.

  114. 2021 CEO Pay Ratio

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  115. 2021 Director Compensation

    2021 Director Compensation Non-employee directors receive their retainer in approximately an equal mix of cash ($150,000) and equity ($150,000). Compensation for our non-employee directors was structured as follows:

  116. 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.

  117. 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 | | C. Connor | $190,000 | $160,304 | - | - | - | $30,873 | $381,177 | | M. Critelli | $87,500 | $160,304 | - | - | - | $2,601 | $250,405 | | O. Leonetti | $165,000 | $283,066 | - | - | - | $195 | $448,261 | | D. McCoy | $165,000 | $160,304 | - | - | - | $30,873 | $356,177 | | S. Napoli | $160,000 | $245,914 | - | - | - | $195 | $406,109 | | G. Page | $180,000 | $160,304 | - | - | - | $31,821 | $372,125 | | S. Pianalto | $185,000 | $160,304 | - | - | - | $195 | $345,499 | | R. Pragada | $75,000 | $146,992 | - | - | - | $195 | $222,187 | | L. Ryerkerk | $150,000 | $283,066 | - | - | - | $195 | $433,261 | | G. Smith | $195,000 | $160,304 | - | - | - | $195 | $355,499 | | D. Thompson | $185,000 | $160,304 | - | - | - | $195 | $345,499 | | D. Wilson | $82,500 | $146,992 | - | - | - | $195 | $229,687 | | (1) Fees Earned or Paid in Cash includes the total annual cash retainer and where applicable, retainers for the Committee Chairs, Lead Director and Audit Committee members. Mr. Critelli retired April 28, 2021. The amount herein reflects Mr. Critelli’s compensation paid in January 2021, April 2021, and July 2021 for his board service in the fourth quarter of 2020 and January through April of 2021, respectively. (2) Stock Awards column reports the grant date fair value of the 1,225 restricted share units awarded to each director on February 23, 2021. For newly-elected or -appointed Directors, this also includes the grant date fair value of the prorata grants awarded to the following Directors on September 9, 2021: Mr. Leonetti, 760 RSUs; Mr. Napoli, 530 RSUs; Ms. Ryerkerk, 760 RSUs; Mr. Pragada, 910 RSUs; and Mr. Wilson, 910 RSUs. As of December 31, 2021: Messrs. Connor and Page and Ms. McCoy each held 30,334 unvested stock awards. Mr. Smith held 20,744 unvested stock awards. Ms. Pianalto held 15,454 unvested stock awards. Ms. Thompson held 9,595 unvested stock awards. Mr. Leonetti held 3,635 unvested stock awards. Mr. Napoli held 3,403 unvested stock awards. Ms. Ryerkerk held 2,014 unvested stock awards. Messrs. Pragada and Wilson each held 914 unvested stock awards. Mr. Critelli retired in 2021 and his stock awards vested at retirement. (3) Non-Equity Compensation Plan — Non-employee directors do not participate in any of Eaton’s incentive plans and do not receive incentive awards or bonuses. (4) Change in Pension Value and Nonqualified Deferred Compensation Earnings — There is no pension in place for non-employee directors. Under a nonqualified deferral plan, all non-employee directors may defer payment of their fees at a rate of return that varies depending on whether the director defers the fees as retirement compensation or as short-term compensation. At least 50% of retirement compensation, or any greater portion that the director elects, is converted to share units and earns share price appreciation and dividend equivalents. The balance of retirement compensation earns 10-year Treasury Note returns plus 300 basis points. Short-term compensation earns 13-week Treasury Bill returns. In 2021, no non-employee directors received above-market earnings on nonqualified deferred compensation. (5) All Other Compensation includes: our contributions in 2021 for the group term life insurance for Messrs. Connor, Critelli, and Page and Ms. McCoy; imputed income attributable to participation in medical and or dental benefits for Mr. Critelli; travel and accident insurance for the loss of life or limb while traveling on our business. Amounts for Mr. Connor, Ms. McCoy and Mr. Page include cash dividends paid in 2021 on the unvested restricted shares each was granted prior to 2013. | | | | | | | |