8-KLeadership ChangesExhibits & Filings

Eaton Corp plc 8-K Report, Executive Changes (Dec 3, 2020)

Filed December 3, 2020For Securities:ETN

Summary

Eaton Corp plc (ETN) filed an 8-K on December 3, 2020, announcing a significant leadership transition in its finance department. Thomas B. Okray is appointed as the new Executive Vice President and Chief Financial Officer, succeeding Richard H. Fearon who will retire on March 31, 2021. Mr. Okray, with extensive financial leadership experience at companies like W.W. Grainger, Advance Auto Parts, and Amazon, will join Eaton in January 2021 and officially assume the CFO role in April 2021, ensuring a smooth handover. This filing also details Mr. Okray's compensation package, which includes a substantial base salary, performance-based cash incentives, and long-term equity awards (Performance Share Units, Stock Options, and Restricted Share Units) valued at over $2 million. Additionally, provisions are made for replacing unvested awards from his previous employer, Grainger, and a comprehensive severance package under a Change of Control agreement. This transition indicates a focus on experienced financial leadership to guide Eaton's future financial strategy.

Key Highlights

  • 1Appointment of Thomas B. Okray as Executive Vice President and Chief Financial Officer, effective April 1, 2021.
  • 2Retirement of current CFO Richard H. Fearon on March 31, 2021, ensuring a planned succession.
  • 3Mr. Okray brings significant financial leadership experience from W.W. Grainger, Advance Auto Parts, Amazon, and General Motors.
  • 4Mr. Okray's compensation package includes an $800,000 base salary and participation in incentive programs.
  • 5Significant long-term incentives for Mr. Okray include Performance Share Units ($1.1M value), Stock Options ($550K value), and Restricted Share Units ($550K value).
  • 6Eaton is compensating Mr. Okray for unvested awards from his previous employer, W.W. Grainger, including cash and equity awards.
  • 7Standard executive agreements, including an Indemnification Agreement and a Change of Control Agreement, will be in place for Mr. Okray.

Frequently Asked Questions

Thomas B. Okray has been appointed as the new Executive Vice President and Chief Financial Officer. He will join Eaton on January 18, 2021, and officially assume the CFO role on April 1, 2021. He is succeeding Richard H. Fearon, who will retire on March 31, 2021.

Mr. Okray has extensive financial leadership experience. Most recently, he was Senior Vice President and Chief Financial Officer at W.W. Grainger. Prior to that, he held senior finance roles at Advance Auto Parts, Amazon, and General Motors.

Mr. Okray will receive an initial base salary of $800,000. He will also participate in Eaton's short-term cash incentive program (target 100% of base salary) and long-term incentive plans, including Performance Share Units valued at $1.1 million, Stock Options valued at $550,000, and Restricted Share Units valued at $550,000. The package also includes compensation for forfeited Grainger awards and relocation benefits.

Eaton will provide Mr. Okray with an Indemnification Agreement, offering protection against expenses incurred due to his service. Additionally, a Change of Control Agreement is in place, providing severance benefits and continued health benefits for a two-year period following a change of control under specific termination conditions.