Dorothy Thompson
Eaton CorpAbout Dorothy C. Thompson
Dorothy C. Thompson CBE is an independent director of Eaton (ETN), serving since 2016 and age 64. She is the retired Chief Executive of Drax Group plc (2005–2017) and previously held senior finance and power roles at InterGen NV (managed European power business), Powergen plc (assistant group treasurer), and CDC Capital Partners (UK government development finance arm). Thompson currently serves as independent non-executive Chair of Rotork plc and non-executive Chair of Statera Energy Limited, and formerly served as Chair of Tullow Oil plc (2018–2021) and on the Bank of England’s Court of Directors (2014–2022), where she chaired the Audit & Risk Committee and was Senior Independent Director. She is designated an “audit committee financial expert” by Eaton’s Board.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Drax Group plc | Chief Executive and Director | 2005–2017 | Led renewable energy transition; core credentials in energy sourcing, generation, and supply |
| InterGen NV | Managed European power business | Not disclosed | Senior operating leadership in power generation |
| Powergen plc | Assistant Group Treasurer | Not disclosed | Treasury/finance leadership |
| CDC Capital Partners | Investment professional (UK Govt. development finance) | Not disclosed | Finance/investment background |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Rotork plc (UK) | Independent Non-Executive Chair | Current | Board leadership |
| Statera Energy Limited (UK) | Non-Executive Chair | Current | Board leadership |
| Bank of England | Court of Directors | 2014–2022 | Chair, Audit & Risk Committee; Senior Independent Director |
| Tullow Oil plc (UK) | Non-Executive Chair | 2018–2021 | Board leadership |
| Other Public Company Boards (as reported by Eaton) | Count | 1 | Summary count in ETN nominee table |
Board Governance
- Independence: Board determined all non‑employee directors, including Thompson, are independent under NYSE and Board criteria; all Audit, Compensation, Finance, Governance, and Innovation & Technology Committee members are independent. Audit Committee members, including Thompson, meet the special independence standards of the NYSE, Sarbanes‑Oxley, and SEC.
- Committees: Chair, Governance Committee; Member, Audit Committee; Member, Executive Committee (did not meet in 2024). She is designated an “audit committee financial expert.”
- Attendance/engagement: The Board held five meetings in 2024; each director attended at least 75% of Board and committee meetings; average attendance was 98.7%. Policy expects AGM attendance; all nine directors serving at the time attended the 2024 AGM.
- Shareholder engagement and ESG oversight frameworks are described, with Governance Committee oversight of the environmental and governance pillars.
Fixed Compensation (Non‑Employee Director)
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual cash retainer (all directors) | $150,000 | Standard cash retainer |
| Governance Committee Chair retainer | $20,000 | Chair fee |
| Audit Committee member retainer | $15,000 | Member fee |
| Dorothy Thompson – 2024 Fees Earned | $185,000 | 150,000 + 20,000 + 15,000 |
| All Other Compensation | $195 | Insurance/travel benefit per standard director program |
Performance Compensation (Equity for Directors)
| Grant/Metric | Details |
|---|---|
| Annual RSU grant (2024) | Non‑employee directors received RSUs valued at ~$170,000 on May 3, 2024; Dorothy Thompson’s reported stock award grant‑date fair value was $173,070 (540 RSUs typical for active directors at grant). RSUs receive dividend equivalents. |
| Non‑employee director pay limit | Cash + equity capped at $750,000 per director per calendar year ($1,500,000 for a non‑executive Chair). |
Other Directorships & Interlocks
- Reported “Other Public Company Boards”: 1.
- Related‑party transactions: Governance Committee’s annual review identified only transactions tied to other named directors’ companies; none implicated Thompson. Board concluded no related person transactions posed risks and non‑employee directors remain independent.
Expertise & Qualifications
- Energy and finance: Former CEO of Drax with extensive experience in renewable energy, financing, and international business.
- Financial oversight: Served as Chair of the Bank of England’s Audit & Risk Committee; designated by Eaton as an audit committee financial expert.
- Governance leadership: Current Chair of Eaton’s Governance Committee.
Equity Ownership
| Item | Amount |
|---|---|
| Beneficial ownership (direct + exercisable within 60 days not applicable for directors) | 516 shares |
| Deferred share units | 0 |
| Unvested RSUs (as of 12/31/2024) | 11,693 RSUs |
| Ownership as % of class | Each listed individual director holds <1% of outstanding shares; total directors and executive officers as a group 0.30%. |
| Director stock ownership guideline | Minimum holding = 5x annual cash retainer; robust holding/retention policy applies. |
| Hedging/pledging | Prohibited for directors under Eaton policy. |
Insider Filing Note
| Filing | Date | Note |
|---|---|---|
| Form 4 (Section 16) | Filed late on January 17, 2025 | Administrative oversight reported by the company; includes Dorothy Thompson among late filers. |
Governance Assessment
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Strengths
- Independent director with deep energy and finance background; serves as Eaton’s Governance Committee Chair and Audit Committee member; designated audit committee financial expert.
- Strong director compensation structure with balanced cash/equity and robust ownership/anti‑hedging and anti‑pledging policies that support alignment.
- Board reports high overall meeting attendance (98.7%) and structured shareholder engagement; all major committees fully independent.
- No related‑party transactions or independence concerns identified for Thompson.
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Watch items
- Late Form 4 (administrative) noted; not uncommon but worth monitoring for timely compliance.
- Direct share ownership is modest (516 shares) with larger alignment from RSUs (11,693 unvested as of year‑end). Consider tracking equity accumulation against 5x retainer guideline over time.
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Context signal
- Say‑on‑pay support for 2024 was 92.2%, indicating broad shareholder support for Eaton’s pay practices and, by extension, board oversight of compensation and governance.