UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. )

Filed by the Registrant

Filed by a Party other than the Registrant

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	Preliminary Proxy Statement
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	Soliciting Material under §240.14a-12

Eaton Corporation plc

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):
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OUR
VISION

To improve the quality of life and the environment through the use of power management technologies and services.

LEADERSHIP ATTRIBUTES

Our culture and what we value are represented in the attributes of all Eaton employees.

■ Ethical: We are ethical. We play by the rules and act with integrity.

■ Passionate: We are passionate. We care deeply about what we do. We set high expectations and we perform.

■ Accountable: We are accountable. We seek responsibility and take ownership. We do what we say.

■ Efficient: We are efficient. We value speed and simplicity.

■ Transparent: We are transparent. We say what we think. We make it okay to disagree.

■ Learner: We learn. We are curious, adaptable and willing to teach what we know.

Notice of Eaton Corporation plc’s Annual General Meeting

MEETING AGENDA:

1.	Electing the 9 director nominees named in the Proxy Statement;
2.	Approving the appointment of Ernst & Young as independent auditor for 2024 and authorizing the Audit Committee of the Board of Directors to set its remuneration;
3.	Approving, on an advisory basis, the Company’s executive compensation;
4.	Approving a proposal to grant the Board authority to issue shares under Irish law;
5.	Approving a proposal to grant the Board authority to opt-out of pre-emption rights under Irish law;
6.	Authorizing the Company and any subsidiary of the Company to make overseas market purchases of Company shares;
7.	Transacting any other business that may properly come before the meeting.

Proposals 1, 2, 3, 4, and 6 are ordinary resolutions requiring a simple majority of the votes cast at the meeting or by proxy. Proposal 5 is a special resolution requiring the affirmative vote of at least 75% of the votes cast at the meeting or by proxy. Each proposal is more fully described in the accompanying proxy statement.

Also during the meeting, management will present Eaton’s Irish Statutory Accounts for the fiscal year ended December 31, 2023 along with the related directors’ and auditor’s reports.

If you hold your shares through a broker, bank or other nominee in “street name” (instead of as a registered holder) and you wish to vote during the Annual General Meeting, you will need a legal proxy from your broker, bank or other nominee that you must follow for your shares to be voted.

By order of the Board of Directors,

Nigel Crawford

Vice President and Secretary

March 15, 2024


Date:	April 24, 2024

Time:	9:00 a.m. local time

	Eaton House
Location	30 Pembroke Road
	Dublin 4, Ireland

Record date: February 26, 2024

Online proxy delivery and voting: As permitted by the Securities and Exchange Commission (“SEC”), we are making this proxy statement, the Company’s annual report to shareholders and our Irish Statutory Accounts available to our shareholders electronically via the Internet. We believe electronic delivery expedites your receipt of materials, reduces the environmental impact of our Annual General Meeting and reduces costs significantly. The Notice Regarding Internet Availability of Proxy Materials (the “Notice”) contains instructions on how you can access the proxy materials and how to vote online. If you received the Notice by mail, you will not receive a printed copy of the proxy materials unless you request one in accordance with the instructions provided in the Notice. The Notice has been mailed to shareholders commencing on March 15, 2024.

YOUR VOTE IS IMPORTANT. WE ENCOURAGE YOU TO VOTE.

If possible, please vote your shares using the Internet instructions found in the Notice. Alternatively, you may request a printed copy of the proxy materials and mark, sign, date and mail your proxy form in the postage-paid envelope that will be provided. Voting by any of these methods will not limit your right to vote in person at the Annual General Meeting. Under New York Stock Exchange rules, if you hold your shares in “street name” through a brokerage account, your broker will NOT be able to vote your shares on non-routine matters being considered at the Annual General Meeting unless you have given instructions to your broker prior to the meeting on how to vote your shares. Proposals 1 and 3 are considered non-routine matters under New York Stock Exchange rules. This means that you must give specific voting instructions to your broker on how to vote your shares so that your vote can be counted.

Important Notice Regarding Internet Availability of Proxy Materials for the Annual General Meeting of Shareholders to be held on April 24, 2024: This proxy statement, the Company’s 2023 Annual Report to Shareholders and our Irish Statutory Accounts for the year ended December 31, 2023 are available at www.proxyvote.com.

Proxy Summary	1
Proposal 1: Election of Directors	6
Our Nominees	6
How Nominees Are Chosen	11
Director Independence	12
Board Committees	14
Board Meetings and Attendance at Annual General Meeting	17
Board Governance Guidelines	17
Executive Sessions of the Non-Employee Directors	17
Leadership Structure	17
Shareholder Engagement	18
Oversight of Risk Management	18
Oversight of ESG	19
Commitment to Sustainability and ESG	20
Code of Ethics	21
Communicating with the Board	21
Proposal 2: Appointment of Independent Auditor and Authorization of Audit Committee to Set Auditor Remuneration	23
Audit Committee Report	23
Proposal 3: Advisory Approval of the Company’s Executive Compensation	25
Executive Compensation Table of Contents	26
Compensation Discussion and Analysis	27
Executive Summary	27
2023 CEO Realized Pay and our Performance	30
Role of the Compensation and Organization Committee	31
How We Establish and Validate Pay	32
Components of Compensation	35
Health and Welfare, Retirement and Other Benefit Plans	42
Executive Compensation Policies and Guidelines	44
Relationship Between Compensation Plans and Risk	46
Compensation and Organization Committee Report	47
Compensation Tables	48
2023 Potential Payments Upon Termination	57
2023 CEO Pay Ratio	62
2023 Pay Versus Performance	63
2023 Director Compensation	67
Proposal 4: Granting the Board Authority to Issue Shares	70
Proposal 5: Granting the Board Authority to Opt-Out of Pre-emption Rights	71
Proposal 6: Authorization of the Company and Any Subsidiary of the Company to Make Overseas Market Purchases of Company Shares	73
Other Business	75
Share Ownership Tables	75
Other Information	77
Equity Compensation Plans	77
Proxy Solicitation	77
How Proxies Will Be Voted	78
Voting at the Meeting	78
Admission to the Annual General Meeting	78
Section 16(a) Beneficial Ownership Reporting Compliance	78
Future Shareholder Proposals and Director Nominations	79
Mailings to Shareholders in the Same Household	79

EATON 2024 Proxy Statement and Notice of Meeting

Proposals	Board Voting Recommendations		Page
Proposal 1 To elect the 9 director nominees named in this Proxy Statement		FOR each nominee	6
Proposal 2 To appoint Ernst & Young as independent auditor for the 2024 fiscal year and to authorize the Audit Committee to set the auditor fees		FOR	23
Proposal 3 To approve, on an advisory (non-binding) basis, our named executive officers’ compensation as described in this Proxy Statement		FOR	25
Proposal 4 To grant the Board authority to issue shares under Irish law		FOR	70
Proposal 5 To grant the Board authority to opt-out of pre-emption rights under Irish law		FOR	71
Proposal 6 To authorize the Company and any subsidiaries of the Company to make overseas market purchases of Company shares		FOR	73

Board and Governance Information		Board and Governance Information
Number of new Directors added in the last three years	2	Mandatory retirement Age	Yes
Board Meetings Held in 2023 (average Director attendance 95.83%)	4	Proxy access rights for shareholders	Yes
Diverse Board committee chairs	Yes	Holders of 10% of the outstanding stock may call a special meeting of shareholders	Yes
Annual election of all Directors	Yes	Board orientation and Continuing Education Program	Yes
Majority voting for Directors	Yes	Board-level oversight of Environmental, Social & Governance (ESG) matters	Yes
Independent Lead Director	Yes	Code of Ethics for Directors, officers and employees	Yes
Independent Directors meet without management present	Yes	Succession planning	Yes
Director stock ownership guidelines	Yes	Sustainability reporting: SASB, TCFD and GRI	Yes

(1)	Average age of Director nominees (as of Annual General Meeting) is 64.42. Member Chair
(2)	Mr. Arnold was a member of the Executive Committee for all of 2023 and serves as Committee Chair. The Lead Director and the chairs of each Board Committee serve as members of the Executive Committee. It did not meet in 2023.
(3)	Director gender identification based on such Director’s self-identification from the following: Female, Male, Non-Binary
(4)	Director racial/ethnic identification based on such Director’s self-identification from the following: Asian, Black/ African American, Hispanic/ Latin American, Indian/ South Asian, Middle Eastern/ North African, Native American, Alaska Native, Native Hawaiian, or other Pacific Islander, or White/ Caucasian

(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 TSR. The first TSR-based award period began on January 1, 2016 and ended on December 31, 2018. More information about our short- and long-term incentive programs begins on page 37.
(3)	In 2021, we replaced the Cash Flow Return on Gross Capital metric that had been used in our short-term incentive plan since 1993 with an Adjusted Operating Cash Flow metric. This metric and an Adjusted Earnings per Share metric serve as the financial performance measures in our short-term incentive plan.

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

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

■	Operations and Manufacturing	■	Risk Management	■	Mergers and Acquisitions
■	Innovation and Technology	■	Human Capital Management	■	Global
■	Cybersecurity	■	Financial	■	Regulatory and Government

Skills and experience in Company’s Director Skills Matrix		Director Nominees
Financial, Global, Human Capital Management, Innovation & Technology, M&A, Operations & Manufacturing, Regulatory / Government, and Risk Management	Craig Arnold Silvio Napoli Gregory R. Page	Sandra Pianalto Robert V. Pragada Lori J. Ryerkerk	Gerald B. Smith Dorothy C. Thompson Darryl L. Wilson
Cybersecurity		Craig Arnold Silvio Napoli Sandra Pianalto Robert V. Pragada	Lori J. Ryerkerk Gerald B. Smith Dorothy C. Thompson Darryl L. Wilson

■	annual shareholders meetings;
■	annual and quarterly reporting;
■	analyst conferences and reports;
■	investor relations page on Eaton.com where shareholders can submit questions or retrieve financial information from Eaton archives;
■	meetings between investors, senior leadership and members of the Board; and
■	quarterly earnings calls
For additional information related to our stakeholder engagement, please visit our website at www.eaton.com.

Board Responsibilities
The Board is responsible for overseeing the strategic planning process and reviewing and monitoring management’s execution of the corporate and business plan. The Board receives updates from senior management and periodically from outside advisors regarding significant risks facing the Company. The Board and its committees exercise their risk oversight function by carefully evaluating the reports they receive from management and by making inquiries of management with respect to areas of particular interest to the Board.
Audit Committee	Compensation & Organization Committee	Governance Committee	Finance Committee	Innovation & Technology Committee
■ Reviews risks related to internal controls, disclosure, financial reporting and legal and compliance matters. ■ Reviews risks related to cybersecurity. ■ Meets regularly in closed-door sessions with our internal and external auditors and our senior leaders, including the senior members of the Finance function, the Executive Vice President and Chief Legal Officer, and the Senior Vice President-Global Ethics and Compliance. ■ Senior leadership regularly briefs the Audit Committee on cyber/information security risks.	■ Reviews risks related to succession planning for the Company’s senior officers. ■ Reviews risks associated with the Company’s compensation programs to ensure that incentive compensation arrangements for senior executives do not encourage inappropriate risk taking, as discussed further below under “Relationship Between Compensation Plans and Risk” on page 46. ■ Reviews matters under the social pillar of ESG, which may include matters such as employee engagement, culture, training and development, inclusion and diversity and pay equity.	■ Reviews risks related to corporate governance, such as director independence and related person transactions. ■ Reviews risks associated with the environment, health and safety. ■ Reviews other significant public policy issues, such as ethics and compliance, public and community affairs, shareholder relations, and matters related to the Company’s environmental and governance pillars of ESG.	■ Reviews risks related to our financial condition and financial policies. ■ Reviews risks related to our policy with respect to our debt-to-equity relationship.	■ Reviews risks related to emerging technologies and digital trends, and how these translate into new products and services developments of the Company. ■ Oversees the Company’s enterprise-wide technology and digital innovation strategy.

Management Responsibilities
■	Continually monitor the material risks facing the Company, including strategic risk, financial risk, operational risk, and legal and compliance risk.
■	Ensure that information with respect to any material risks is provided to the Board of Directors.
■	Implement appropriate risk management strategies.
■	Integrate risk management into our decision-making process.
■	Attend committee meetings and report on matters that may not be otherwise addressed.

	2023	2022
Audit Fees	$21.3 million	$20.5 million
Includes Sarbanes-Oxley Section 404 attest services
Audit-Related Fees	$0.6 million	$1.2 million
Includes business acquisitions and divestitures
Tax Fees	$1.5 million	$1.6 million
Tax compliance services	$0.8 million	$0.7 million
Tax advisory services	$0.7 million	$0.9 million
All Other Fees	$0	$0

COMPENSATION DISCUSSION AND ANALYSIS	27
EXECUTIVE SUMMARY	27
2023 CEO REALIZED PAY AND OUR PERFORMANCE	30
ROLE OF THE COMPENSATION AND ORGANIZATION COMMITTEE	31
HOW WE ESTABLISH AND VALIDATE PAY	32
COMPONENTS OF COMPENSATION	35
HEALTH AND WELFARE, RETIREMENT AND OTHER BENEFIT PLANS	42
EXECUTIVE COMPENSATION POLICIES AND GUIDELINES	44
RELATIONSHIP BETWEEN COMPENSATION PLANS AND RISK	46
COMPENSATION AND ORGANIZATION COMMITTEE REPORT	47

2023 COMPENSATION TABLES	48

2023 CEO PAY RATIO	62

2023 PAY VERSUS PERFORMANCE	63

Name	Title
Craig Arnold	Chairman of the Company and Chief Executive Officer
Thomas Okray	Executive Vice President and Chief Financial Officer
Heath Monesmith	President and Chief Operating Officer – Electrical Sector
Paulo Ruiz	President and Chief Operating Officer – Industrial Sector
Ernest Marshall	Executive Vice President and Chief Human Resources Officer

■	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.

	Threshold	Target	Actual Results	Maximum
Relative Ranking	TSR is positive but ranks the lowest among the peers	50^thPercentile	93.33rd Percentile	100^thPercentile
Adjustment Factor	25%	100%	187%	200%

Compensation Component	Period Earned	Description	Target	Amount Earned
Annual Compensation
Base Salary	2023	We generally target the market median when establishing base salaries. Mr. Arnold received a 3.57% merit increase on March 1, 2023.	n/a	$	1,441,667
Short-Term Incentive	2023	Mr. Arnold’s target was 160% of base salary. His actual award of 174% of his individual target is consistent with awards delivered to other executives. For more information on this payment, please see “2023 Short-Term Incentive Awards”.	$2,320,000	$	4,032,160
Total Annual Cash				$	5,473,827
Realized Value from Long-Term Incentives
Stock Option Exercises	2018-2023	The gains upon exercise of stock options were based on the increase in our stock price over the period in which Mr. Arnold held the options. Additional details, including the number of shares exercised, are reported in the “Option Exercises and Stock Vested in 2023” table on page 53.	n/a	$	33,813,614
Performance & Restricted Share Unit Vesting	2020-2023	This represents the vesting of RSUs that were granted in 2020, 2021, and 2022 and PSUs for the 2020-2022 ESIP award period that vested in 2023. This is reported in the “Option Exercises and Stock Vested in 2023” table on page 53.	n/a	$	18,841,453
Total Long-Term				$	52,655,067
All Other Compensation		Includes the items disclosed as “Other Compensation” in the Summary Compensation Table.	n/a	$	234,609
TOTAL REALIZED COMPENSATION				$	58,363,503
The long-term incentive opportunities listed below were earned during a performance period that ended on December 31, 2023 but did not vest until February 28, 2024. The amount realized upon the vesting of these awards will be reported in our 2025 proxy statement. Therefore, these amounts are not included in the table above.
2021-2023 ESIP	2021-2023	Executives earned 187% of the target number of performance share units that were granted in 2021. Dividend equivalents were paid in cash based on the earned number of share units and the aggregate dividend paid to shareholders over the award period.	$5,000,000 expressed as 40,735 PSUs		76,175 earned PSUs

Compensation Tasks		Organizational Tasks
■	Reviews, approves, and oversees all of our executive compensation plans, including our stock plans;	■	Evaluates the performance of the CEO, with input from all non-employee directors;

■	Establishes performance objectives under our short- and long-term incentive compensation plans;	■	Reviews the performance capabilities of the other senior officers based on input from the CEO;

■	Determines the compensation for our senior officers, including salary and short- and long-term incentive opportunities;	■	Reviews succession planning for officer positions including the position of the CEO;

■	Reviews compensation practices relating to key employees to confirm that these practices remain equitable and competitive;	■	Reviews proposed organization or responsibility changes at the senior officer level; and

■	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; and,	■	Reviews our practices for the recruitment and development of a diverse talent pool.

■	Reviews new benefit plans or significant changes in such plans or changes with a disproportionate effect on our officers or primarily benefiting key employees.

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

Executive Compensation Program Audit	External market data compiled by the Committee’s independent consultant	Comprehensive review of all executive compensation, benefit, and perquisite programs and design features	This report compares our programs to prevalent practices in the external market to ensure alignment with the market and best in class governance practices.	October

2023 Compensation Peer Group
3M Company	Emerson Electric Company	PACCAR Inc.
ABB Ltd.	Honeywell International Inc.	Parker-Hannifin Corporation
Aptiv plc	Illinois Tool Works Inc.	Rockwell Automation, Inc.
Carrier Global Corporation	International Paper Company	Stanley Black & Decker, Inc.
Caterpillar Inc.	Johnson Controls International plc	TE Connectivity Ltd.
Cummins Inc.	Lear Corporation	Trane Technologies plc
Deere & Company	Northrop Grumman Corporation	Whirlpool Corporation
Dover Corporation	Otis Worldwide Corporation

Component		Description	Form/Timing of Payout
Base salary		Levels reflect job responsibilities and market competition	Paid in cash throughout the year
Short-term incentive		Executive Incentive Compensation Plan (EIC) – Cash incentive tied to Adjusted Earnings Per Share (EPS) and Adjusted Operating Cash Flow (OCF) goals as well as business unit and individual performance criteria which include environmental, social and governance measures	Paid in cash after the year has ended and performance has been measured Executives may elect to defer payments under our Deferred Incentive Compensation Plan II

Long-term incentive		Value realization for our long-term incentives depends on our stock performance	ESIP is denominated in performance share units (PSUs). Earned awards are distributed in Eaton ordinary shares after the 3-year award period has ended and performance has been measured.
	50% Performance-Based Long-Term Incentive (ESIP)	Executive Strategic Incentive Program (ESIP) – Long-term performance-based incentive tied to relative Total Shareholder Return

	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.	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 and may be tied to achievement of performance objectives.	Vesting periods range from 3 to 10 years

Notice of Eaton Corporation plc’s Annual General Meeting

Table of Contents

Proxy Summary

MEETING AGENDA VOTING MATTERS

BOARD AND GOVERNANCE FACTS

DIRECTOR NOMINEES

LINKING PAY WITH PERFORMANCE

Pay for Performance Culture

EXECUTIVE COMPENSATION

Executive Compensation Program Highlights

Proposal 1: Election of Directors

OUR NOMINEES

HOW NOMINEES ARE CHOSEN

Director Nomination Process

Director Qualifications and Board Diversity

Shareholder Recommendations of Director Candidates

DIRECTOR INDEPENDENCE

Review of Related Person Transactions

BOARD COMMITTEES

Committee Charters and Guidelines

BOARD MEETINGS AND ATTENDANCE AT ANNUAL GENERAL MEETING

BOARD GOVERNANCE GUIDELINES

EXECUTIVE SESSIONS OF THE NON-EMPLOYEE DIRECTORS

LEADERSHIP STRUCTURE

Lead Director

SHAREHOLDER ENGAGEMENT

OVERSIGHT OF RISK MANAGEMENT

OVERSIGHT OF ESG

COMMITMENT TO SUSTAINABILITY AND ESG

CODE OF ETHICS

COMMUNICATING WITH THE BOARD

Proposal 2: Appointment of Independent Auditor and Authorization of Audit Committee to Set Auditor Remuneration

AUDIT COMMITTEE REPORT

Proposal 3: Advisory Approval of the Company’s Executive Compensation

Executive Compensation Table of Contents

Compensation Discussion and Analysis

EXECUTIVE SUMMARY

Executive Compensation Philosophy

Pay for Performance Culture

Summary of 2023 Performance-Based Incentive Plan Payouts

Review of 2023 Advisory Vote on Executive Compensation

2023 CEO REALIZED PAY AND OUR PERFORMANCE

ROLE OF THE COMPENSATION AND ORGANIZATION COMMITTEE

Membership and Responsibilities

Use of Consultants

HOW WE ESTABLISH AND VALIDATE PAY

Total Compensation Analysis and Planning Process (November – February)

Evaluating Pay

PEER GROUP ANALYSIS

COMPONENTS OF COMPENSATION

Base Salary

Short-Term Performance-Based Compensation

2023 SHORT-TERM INCENTIVE AWARDS

Long-Term Incentive Compensation

Executive	Increase %	New Base Salary
C. Arnold	3.57%	$1,450,000
T. Okray	4.00%	$888,030
H. Monesmith	4.00%	$754,004
P. Ruiz	4.00%	$712,408
E. Marshall	4.00%	$749,476

■	The Company’s 158% 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.

Executive	EIC Target as a % of Salary	EIC Target $		Adjusted EPS and Adjusted OCF Results		Individual Performance Factor		Award	Award as % of Target
C. Arnold	160%	$2,320,000	x	158%	x	110%	=	$4,032,160	174%
T. Okray	100%	$888,030	x	158%	x	110%	=	$1,543,396	174%
H. Monesmith	100%	$754,004	x	158%	x	105%	=	$1,250,893	166%
P. Ruiz	100%	$712,408	x	158%	x	100%	=	$1,125,605	158%
E. Marshall	80%	$599,581	x	158%	x	105%	=	$994,705	166%

SEC Form DEF 14A filed by Eaton Corporation PLC