Darryl Wilson
Eaton CorpAbout Darryl L. Wilson
Independent non‑employee director of Eaton Corporation plc (ETN) since 2021; age 61. Founder, Chairman and President of The Wilson Collective (business advisory and investment firm). Prior to retirement in 2018, he spent 35+ years in global leadership roles, including 25 years at General Electric and 5 years with British Petroleum NA. Brings extensive electrical industry domain expertise (power generation, grid, motors, lighting/appliances) and global operations/commercial experience. Serves on three other public company boards: NextEra Energy, Inc., Primerica, Inc., and Solventum Corporation.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| General Electric (GE) | VP Commercial, GE Power; VP & Chief Commercial Officer, GE Distributed Power; VP, GE Energy Connections; President & CEO, GE Aeroderivative Gas Turbines; President & CEO, GE Consumer & Industrial Asia Pacific & India; President & CEO, GE Consumer Products EMEA; GM, GE Automotive Lighting | 25 years | Senior operating, commercial and manufacturing leadership across multiple global businesses |
| British Petroleum NA | Leadership roles | 5 years | Energy industry operating experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| NextEra Energy, Inc. | Director | Not disclosed | Current public company board |
| Primerica, Inc. | Director | Not disclosed | Current public company board |
| Solventum Corporation | Director | Not disclosed | Current public company board |
| Houston Endowment | Director | Not disclosed | Non‑profit board |
| Good Reason Houston | Director | Not disclosed | Non‑profit board |
| Texas Children’s Hospital | Director | Not disclosed | Non‑profit board |
| Federal Reserve Bank of Dallas, Houston Branch | Former Chairman of the Board | Not disclosed | Prior public sector governance role |
Board Governance
- Committee assignments: Audit Committee member (met 5 times in 2024); Governance Committee member (met 4 times in 2024). Not a committee chair.
- Independence: Board affirmatively determined all non‑employee directors, including Audit Committee members, are independent under NYSE and Board criteria; Audit Committee members also meet Sarbanes‑Oxley and SEC special independence standards (Wilson served on Audit in 2024 and continues to meet criteria).
- Attendance: Board held 5 meetings in 2024; each director attended at least 75% of Board and committee meetings; average attendance 98.7%. All directors at the time attended the 2024 AGM.
- Executive sessions: Independent directors meet in executive session at each regular Board meeting; all committees hold independent executive sessions.
- Years of service on ETN board: Director since 2021 (fourth year as of 2025).
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Annual cash retainer | $150,000 | Standard for all non‑employee directors |
| Audit Committee member fee | $15,000 | Additional cash fee for Audit Committee members |
| Total cash fees earned | $165,000 | Wilson’s 2024 cash fees |
Performance Compensation
| Equity Component | Grant Date | Units / Value | Terms |
|---|---|---|---|
| RSUs (annual director grant) | May 3, 2024 | 540 RSUs; grant‑date fair value $173,070 | Dividend equivalents reinvested as RSUs; terms set by Governance Committee |
| Unvested RSUs outstanding (12/31/2024) | N/A | 2,563 | Year‑end unvested director stock awards count |
| Non‑employee director pay cap | N/A | $750,000 ($1.5M for non‑exec Chair) | Aggregate annual cash + equity limit |
Directors do not participate in performance‑based incentive plans; compensation consists of fixed cash retainers/fees and time‑based RSUs.
Other Directorships & Interlocks
| Company | Sector Link to ETN | Potential Interlock/Conflict Disclosure |
|---|---|---|
| NextEra Energy, Inc. | Utility/customer adjacency | No related person transactions disclosed involving Wilson; Board determined non‑employee directors (including Wilson) have no material relationship. |
| Primerica, Inc. | Financial services | No related person transactions disclosed involving Wilson. |
| Solventum Corporation | Health technology | No related person transactions disclosed involving Wilson. |
Expertise & Qualifications
- Skills matrix indicates capabilities across Operations & Manufacturing, Risk Management, M&A, Innovation & Technology, Human Capital, Global, Cybersecurity, Financial, and Regulatory/Government.
- Product domain expertise in power generation, power management, grid, aeroderivatives, motors, lighting, and appliances; global commercial and manufacturing leadership.
Equity Ownership
| Measure (as of record dates in proxy) | Value | Notes |
|---|---|---|
| Beneficially owned ETN shares | 901 | Sole voting/investment power unless indicated; less than 1% of class per proxy footnote. |
| Unvested RSUs (director) | 2,563 | As of 12/31/2024. |
| Director holding requirement | 5x annual cash retainer | Directors must hold shares equal to five times the annual cash retainer; cannot hedge or pledge ETN shares. |
Governance Assessment
- Independence and committee service: Wilson meets heightened independence standards and serves on Audit and Governance—two oversight‑heavy committees—supporting board effectiveness in financial reporting, compliance, cyber risk, sustainability/governance, and related‑party oversight.
- Attendance and engagement: Board/committee attendance robust (98.7% average), with directors meeting AGM attendance policy; supports investor confidence in board engagement.
- Compensation and alignment: Director pay mix is balanced (cash + RSUs) and within peer‑aligned limits; RSU grants promote longer‑term alignment and carry dividend equivalents, while no director incentive plans exist that could drive short‑term risk taking.
- Ownership alignment watchpoint: Reported direct share ownership of 901 shares is a low absolute count; while RSUs are outstanding and strong holding requirements apply, investors may monitor progress toward the five‑times cash retainer ownership guideline.
- Conflicts/related‑party exposure: Governance Committee’s annual review found no related person transactions involving Wilson; overall board determined non‑employee directors have no material relationship with the Company beyond directorship.
RED FLAGS (none material disclosed)
- No hedging/pledging permitted for directors; no related‑party transactions disclosed for Wilson; independence affirmed, mitigating common governance risks.
Additional context
- Audit (5 meetings) and Governance (4 meetings) committees maintained active oversight in 2024; committee charters available at www.eaton.com/governance.
- Non‑employee directors may defer cash fees (no above‑market earnings in 2024); robust director ownership and anti‑hedging/pledging policies in place.