Andre Schulten
Eaton CorpAbout Andre Schulten
Andre Schulten is Chief Financial Officer of The Procter & Gamble Company (since March 2021) and joined Eaton’s Board in October 2024; he is 54 years old and brings deep finance, accounting, and global enterprise leadership experience across North America, Europe, and Asia from multiple senior roles at P&G, including Senior Vice President, Baby Care North America (May 2018–Feb 2021) . He was nominated to Eaton’s Board for a one-year term at the 2025 AGM and is classified as an independent director under NYSE and Board criteria .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Procter & Gamble Company | Chief Financial Officer | Mar 2021–present | Oversight of global financial reporting, controls, and enterprise strategy; extensive restructuring, integration, and growth strategy experience . |
| The Procter & Gamble Company | SVP, Baby Care North America | May 2018–Feb 2021 | Led product portfolio strategy, new business models, and supply chain redesign . |
| The Procter & Gamble Company | Finance & Accounting leadership (North America, Europe, Asia) | 1996–2018 | Multiple management roles providing global finance and controls expertise . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Other public company boards | None | N/A | “Other Public Company Boards” count for Schulten: 0 . |
Board Governance
- Independence: Board affirmatively determined Schulten is independent; transactions involving his employer (P&G) were below immateriality thresholds; Audit Committee independence and Sarbanes-Oxley special standards met .
- Audit Committee Financial Expert: Board determined Schulten qualifies as an audit committee financial expert (SEC definition) .
- Attendance: Board held 5 meetings in 2024; average director attendance was 98.7%; each director attended at least 75% of Board and committee meetings .
- Executive sessions: Non-employee directors meet in executive session at each regular Board meeting; all Board committees of which Schulten is a member also hold executive sessions without management .
| Committee | Role | 2024 Meetings | Notes |
|---|---|---|---|
| Audit | Member | 5 | Oversees financial reporting integrity, internal control systems, auditor independence; Schulten designated financial expert . |
| Finance | Member | 2 | Reviews financial condition, capital structure, dividend policy, cash flow and risk management; pension assumptions oversight . |
| Innovation & Technology | Member | 2 | Reviews technology trends, innovation strategy, investment priorities, engineering/IT structures, and related M&A . |
Fixed Compensation
| Component | Amount/Terms | Notes |
|---|---|---|
| Annual cash retainer (all non-employee directors) | $150,000 | Cash portion of director pay. |
| Annual equity retainer (RSUs) | ~$170,000 grant value; May 3, 2024 annual grant for continuing directors | RSUs with dividend equivalents; granted under the 2020 Stock Plan . |
| Committee chair fees | $30,000 (Audit, Compensation), $20,000 (Finance, Governance, Innovation & Technology) | Additional cash retainers for chairs. |
| Audit Committee member fee | $15,000 | Additional cash retainer for audit members. |
| 2024 cash fees earned — Andre Schulten | $41,250 | Pro-rated cash for partial-year service starting Oct 2024 . |
| 2024 equity awards — Andre Schulten | $84,438 (255 RSUs granted Nov 4, 2024) | Appointment grant upon joining Board; annual May grant not applicable due to timing . |
| Other comp — Andre Schulten | $195 | Travel and accident insurance; standard for directors . |
| Non-employee director pay cap | $750,000 (standard); $1,500,000 if serving as non-executive Chair | Governance Committee-set pay limit. |
Performance Compensation
- Non-employee directors do not participate in Eaton incentive plans and do not receive bonuses or performance-based equity (PSUs); equity grants are time-based RSUs only .
| Program | Metrics | Payout Range | Comment |
|---|---|---|---|
| Director incentives | Not applicable | N/A | Directors receive cash retainer and time-based RSUs; no short-/long-term incentive metrics apply . |
Other Directorships & Interlocks
| Company | Relationship | 2024 Transactions with Eaton | Independence Determination |
|---|---|---|---|
| The Procter & Gamble Company | Schulten is CFO | Purchases of approx. $18,262,000 from Eaton | Board deemed immaterial (below greater of $1M or 2% revenue threshold); Schulten remains independent under NYSE and Board criteria . |
Expertise & Qualifications
- Finance and accounting leadership; global enterprise oversight—supports Audit Committee effectiveness .
- Audit committee financial expert designation—strengthens financial reporting and controls oversight .
- Experience in restructuring, integration, growth strategy, supply chain redesign—relevant to risk and strategy oversight .
- Skills matrix coverage includes Financial, Global, Risk Management, M&A, Innovation & Technology, Cybersecurity, Human Capital, Regulatory/Government .
Equity Ownership
| Item | Detail | Notes |
|---|---|---|
| Beneficial shares owned (Feb 1, 2025) | 0 | Reported on beneficial ownership table. |
| Unvested director RSUs held (Dec 31, 2024) | 255 | Appointment grant (Nov 4, 2024). |
| Ownership as % of outstanding | <1% (individual level) | Each listed individual <1%. |
| Director stock ownership guideline | Minimum holding equal to 5x annual cash retainer; no sales permitted until threshold met | Retain minimum through tenure. |
| Hedging/Pledging | Prohibited for directors | Anti-hedging and anti-pledging policy. |
| Fee deferral | Directors may defer cash fees into share units or interest-bearing accounts; no above-market earnings in 2024 | Short-term deferrals earn T-bill rates; retirement deferrals partly in share units . |
Governance Assessment
- Board effectiveness: Schulten’s finance pedigree and audit expert status add depth to Audit, Finance, and Innovation & Technology oversight; committee meeting cadence (Audit 5; Finance 2; Innovation & Technology 2) indicates structured engagement .
- Independence and conflicts: Related-party exposure via P&G procurement is monitored and deemed immaterial; Governance Committee’s annual review found no related-person transaction risks to independence .
- Attendance and engagement: Board-wide attendance was robust at 98.7%, with all directors meeting at least 75% thresholds; executive sessions reinforce independent oversight .
- Director compensation: Market-aligned mix of cash ($150k) and RSUs (~$170k) with pay caps and deferral flexibility; Schulten’s 2024 compensation was pro-rated for partial-year service ($41,250 cash; $84,438 equity) .
- Say-on-pay signal: Strong 2024 support (92.2%) for executive compensation reflects broader investor confidence in governance and pay practices .
RED FLAGS / Watch items
- Near-term ownership alignment: Zero beneficial ownership as of Feb 1, 2025—expected for a newly appointed director, but monitor progression toward meeting the 5x cash retainer holding requirement and accumulation beyond unvested RSUs .
- Supply chain interlock: As CFO of P&G, monitor ongoing Eaton–P&G transactions for scale changes; current levels were below immateriality thresholds, but rising volumes could prompt renewed independence scrutiny .
Overall, Schulten’s independence, audit expertise, and global finance background support board effectiveness; ownership alignment is the primary near-term monitoring item, and the P&G procurement relationship warrants routine oversight within the company’s established related-party review framework .