Gerald Johnson
Eaton CorpAbout Gerald Johnson
Gerald Johnson (age 62) was elected to Eaton’s Board of Directors on July 23, 2025 as a non‑employee director and appointed to the Audit Committee and the Governance Committee. He is the retired Executive Vice President, Global Manufacturing and Sustainability at General Motors, with 40+ years at GM in roles spanning global manufacturing operations, labor relations, safety, quality and operational excellence. He currently serves on the board of Caterpillar Inc. . Eaton’s policy provides that all non‑employee directors should be independent under NYSE standards; Johnson’s appointment follows the Company’s standard non‑employee director arrangements .
Past Roles
| Organization | Role | Tenure/Timing | Committees/Impact |
|---|---|---|---|
| General Motors | Executive Vice President, Global Manufacturing & Sustainability (retired) | Not disclosed; career spanned 40+ years | Led global manufacturing operations, labor relations, and sustainable workplace practices; oversight of safety, quality, productivity |
| General Motors | VP, Manufacturing & Labor Relations, North America | Not disclosed | Senior operations and labor relations leadership |
| General Motors | VP, Global Operational Excellence | Not disclosed | Operations excellence leadership |
External Roles
| Organization | Role | Since/Status | Notes |
|---|---|---|---|
| Caterpillar Inc. | Director | Current | Public company board service; heavy equipment/manufacturing expertise |
Board Governance
- Committee assignments: Audit Committee member; Governance Committee member (appointed July 23, 2025) .
- Independence: Eaton’s Governance Guidelines state all non‑employee directors should be independent under Board and NYSE criteria; Johnson is a non‑employee director .
- Board attendance: Eaton’s Board held five meetings in 2024 with average director attendance of 98.7%; all directors at the time attended the 2024 AGM. Johnson’s individual attendance is not yet disclosed given mid‑2025 appointment .
- Executive sessions: Independent directors meet in executive session at each regular Board meeting; committees also hold executive sessions without management .
- Lead director & structure: Lead Director role in place; Board planning to separate Chair/CEO roles effective June 1, 2025 (non‑executive chair expected), reinforcing independent oversight .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (Board) | $150,000 | Standard for non‑employee directors |
| Audit Committee member fee | $15,000 | Additional cash for Audit Committee members |
| Governance Committee member fee | $0 | No separate member fee disclosed for Governance Committee; chair fee applies only to chair |
| Illustrative annual cash total (Board + Audit member) | $165,000 | Derived from standard rates above |
- Additional chair retainers (if applicable in future): Audit Chair $30,000; Compensation & Organization Chair $30,000; Finance Chair $20,000; Governance Chair $20,000; Innovation & Technology Chair $20,000 .
- Non‑employee director pay cap: Total annual cash plus equity for a director capped at $750,000; non‑executive Chair capped at $1,500,000 .
Performance Compensation
| Equity Award | Value | Grant Date/Mechanics | Vesting/Features |
|---|---|---|---|
| Annual RSU grant (standard for directors) | $170,000 | Granted at AGM (May 6, 2025); number of RSUs based on 30‑day average closing price; dividend equivalents reinvested as RSUs | |
| Johnson pro‑rated RSU (2025) | $127,500 | Grant on Aug 7, 2025; equals 75% of the annual $170,000 RSU reflecting partial‑year service; number of shares based on 30‑day average closing price | |
| Grant timing policy (directors) | n/a | Annual grant at AGM; pro‑rated grant is first NYSE trading day of month following appointment (or after blackout) | |
| Incentive plans (directors) | n/a | Non‑employee directors do not participate in Eaton’s incentive plans; no bonus |
Other Directorships & Interlocks
| Company | Relationship to Eaton | Noted Transactions | Assessment |
|---|---|---|---|
| Caterpillar Inc. | External directorship | None disclosed with Eaton | No related‑party transactions requiring disclosure; no arrangements/understandings for selection |
Expertise & Qualifications
- Deep expertise in global manufacturing, engineering, operations, labor relations, safety, quality and productivity; led sustainability practices at GM .
- Brings operations excellence and customer‑focused perspective; relevant to Eaton’s electrification and industrial markets .
- Current public company board experience (Caterpillar) enhances governance and industry insight .
Equity Ownership
| Item | Detail |
|---|---|
| Initial beneficial ownership (Form 3) | No securities beneficially owned at time of appointment |
| 2025 RSU grant | Pro‑rated $127,500 RSU scheduled Aug 7, 2025 (value; share count determined by 30‑day average closing price) |
| Director stock ownership guideline | Minimum holding of 5× annual cash retainer; directors cannot sell except to cover taxes until guideline met; anti‑hedging and anti‑pledging policy applies |
| Deferral options | Directors may elect to defer cash fees; retirement deferrals partly into share units and remainder earns 10‑year Treasury +300 bps; short‑term deferrals earn 13‑week T‑bill returns |
Governance Assessment
- Positive signals: Independent non‑employee appointment; immediate placement on Audit and Governance Committees; standard indemnification agreements; no related‑party transactions or selection arrangements disclosed .
- Alignment: Initial Form 3 shows zero holdings, but pro‑rated RSU grant and stringent 5× retainer ownership guidelines, plus anti‑hedging/pledging, strengthen alignment over time .
- Board effectiveness: Committees conduct executive sessions, and the Board maintains high attendance and robust governance protocols; separating Chair/CEO enhances independent oversight .
- RED FLAGS: None disclosed; no hedging/pledging permitted; pay limits and no incentive plans for directors mitigate compensation risk; related‑party review noted with none applicable to Johnson .
Appendix: Director Compensation Context (2024 framework)
| Director Cash Fees (2024) | Amount |
|---|---|
| Annual cash retainer | $150,000 |
| Lead Director | $40,000 |
| Audit Committee Chair | $30,000 |
| Compensation & Organization Chair | $30,000 |
| Finance Committee Chair | $20,000 |
| Governance Committee Chair | $20,000 |
| Innovation & Technology Committee Chair | $20,000 |
| Audit Committee Members | $15,000 |
| Director Equity (2024) | Detail |
|---|---|
| RSU grant | Approx. $170,000; number of units based on 30‑day average price; dividend equivalents reinvested |