8-KLeadership Changes

Eaton Corp plc 8-K Report, Executive Changes (Mar 1, 2018)

Filed March 1, 2018For Securities:ETN

Summary

Eaton Corporation plc (ETN) filed an 8-K on March 1, 2018, detailing the establishment of corporate performance criteria for its 2018 Executive Incentive Compensation Plan. The primary metrics for determining incentive payouts will be Adjusted Earnings Per Share (EPS) and Cash Flow Return on Gross Capital. The Compensation Committee retains discretion to consider other qualitative factors, such as performance against profit plans, peer performance, and strategic growth execution, in finalizing awards. This filing also outlines the structure for the 2018-2020 long-term performance-based incentive program, which uses relative Total Shareholder Return (TSR) against a peer group as its core performance measure, with awards potentially ranging from 0% to 200% of target.

Key Highlights

  • 1Eaton's Compensation Committee has set corporate performance criteria for the 2018 Executive Incentive Compensation Plan.
  • 2Key quantitative metrics for 2018 incentives are Adjusted Earnings Per Share (EPS) and Cash Flow Return on Gross Capital.
  • 3Discretionary qualitative factors, including performance against profit plans, peer comparison, and growth strategy execution, can influence final incentive awards.
  • 4The 2018-2020 long-term incentive program is based on performance share units.
  • 5The long-term incentive program's payout is determined by Eaton's Total Shareholder Return (TSR) relative to a peer group of 20 companies.
  • 6Awards for the long-term incentive program can range from 0% to 200% of the target performance share units.
  • 7Executive officers' individual incentive targets for 2018 range from 75% to 150% of their target amounts.

Frequently Asked Questions

The primary quantitative metrics for determining 2018 incentive compensation awards are Adjusted Earnings Per Share (EPS) and Cash Flow Return on Gross Capital. However, the Compensation Committee can also consider other performance factors.

The 2018-2020 long-term incentive plan will be measured based on Eaton's Total Shareholder Return (TSR) performance relative to a pre-defined group of 20 peers. Awards can range from 0% to 200% of the target performance share units.

Yes, in addition to quantitative financial metrics, the Compensation Committee may consider qualitative factors such as performance against profit plan goals, performance relative to peers, and progress on strategic growth initiatives when determining final incentive awards.

For executive officers named in the 2017 Proxy Statement, their individual incentive targets for 2018 range from 75% to 150% of their target amounts.