Gerald Smith
Eaton CorpAbout Gerald B. Smith
Independent director since 2012 (age 74), Smith is the retired Chairman and founder of Smith Graham & Co. (fixed income investment manager), having served as CEO until 2023 and Chairman until his retirement in December 2024. He previously was Lead Independent Director at Cooper Industries (2007–2012) prior to its acquisition by Eaton, and brings deep finance, portfolio management, and energy-market experience; he currently chairs Eaton’s Audit Committee and is designated an Audit Committee financial expert by the Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Smith Graham & Co. | Founder; Chief Executive Officer; Chairman | CEO through 2023; Chairman through Dec 2024 | Built fixed-income investment platform; governance leadership |
| Underwood Neuhaus & Company | Senior Vice President; Director of Fixed Income | Pre-1990 | Fixed income leadership; market expertise |
| Cooper Industries plc | Director; Lead Independent Director | Director 2000–2012; Lead Independent 2007–2012 | Board leadership; integration into Eaton post-acquisition |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| ONEOK, Inc. | Director | Current | Natural gas diversified company |
| Federal Reserve Bank of Dallas | Director | 2018–2023 | Monetary policy, risk oversight experience |
| New York Life Insurance Company | Director; Chair of Investment Committee | 2012–2023 | Investment oversight leadership |
| Charles Schwab Family of Funds | Trustee; Chair Investment Oversight Committee | 1990–2020 | Mutual fund governance |
| Rice University’s Baker Institute for Public Policy | Board of Trustees | Current | Public policy oversight |
Board Governance
- Independence: Board affirmatively determined Smith is independent under NYSE and Eaton criteria; Audit Committee members meet special independence standards (SOX/NYSE/SEC), with Smith designated an audit committee financial expert .
- Committee assignments:
- Audit Committee (Chair; met 5 times in 2024)
- Governance Committee (Member; met 4 times in 2024)
- Executive Committee (Member; did not meet in 2024)
- Attendance: Board held 5 meetings; all directors attended at least 75% of Board/committee meetings; average attendance 98.7%; all directors in office attended the 2024 AGM .
- Executive sessions: Independent directors meet in executive session at each regular Board and committee meeting .
Fixed Compensation
| Component | Policy/Structure | 2024 Value (Smith) |
|---|---|---|
| Annual cash retainer | $150,000 for all non-employee directors | $195,000 fees earned (includes role-based retainers) |
| Committee chair fees | Audit Chair $30,000; Comp & Org Chair $30,000; Finance/Governance/Innovation Chairs $20,000; Lead Director $40,000; Audit Members $15,000 | Included in $195,000 total |
| Equity grant (RSUs) | ~$170,000 annual grant; RSUs with dividend equivalents; granted May 3, 2024; pay limit for directors $750,000; $1,500,000 for non-executive Chair | $173,070 grant-date fair value |
| Deferral | Directors may defer cash fees under Non-Employee Director Fee Deferral Plans | Not disclosed for Smith |
Performance Compensation
| Item | Design | Notes |
|---|---|---|
| Performance-based awards | None for directors | Director equity grants are time-based RSUs, not tied to performance metrics; director pay capped per policy |
| Dividend equivalents on RSUs | Cash equivalents on vesting based on aggregate dividends during restricted period | Terms set by Governance Committee |
Other Directorships & Interlocks
- Current public boards: ONEOK, Inc. (energy) .
- Interlocks/transactions: Board’s annual related-person review disclosed immaterial transactions with Schindler, Celanese, and P&G executive-linked companies in 2024; no related-party transactions disclosed for Smith. Board concluded all non-employee directors, including Audit members, are independent .
Expertise & Qualifications
- Financial, risk management, and capital markets expertise through decades in investment management; designated audit committee financial expert .
- Energy sector experience via ONEOK and prior roles; legacy Cooper integration knowledge benefiting Eaton’s portfolio .
- Skills matrix: Financial; Risk Management; Global; Human Capital; M&A; Operations/Manufacturing; Regulatory/Government; Cybersecurity (Board-wide skills mapping) .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Beneficial ownership (ordinary shares) | 2,592 shares | Sole voting/investment power unless noted |
| Deferred share units | None disclosed for Smith | Table shows no DSUs for Smith |
| Unvested RSUs held (as of Dec 31, 2024) | 23,423 | Reflects cumulative director RSUs outstanding |
| Ownership guidelines | 5x annual cash retainer threshold; retain shares until met; anti-hedging/pledging policy | Director policy and robust holding requirement |
Governance Assessment
- Board effectiveness: Smith’s leadership as Audit Chair and financial expert strengthens oversight of financial reporting, internal controls, and cybersecurity; Audit met five times, with regular executive sessions with auditors and senior finance/legal/ethics leaders .
- Independence and conflicts: No related-party transactions involving Smith disclosed; Board affirmed independence; strong policies on anti-hedging/pledging and director stock ownership reinforce alignment .
- Engagement/attendance: Board and committees exhibit high engagement (98.7% average attendance), with AGM attendance policy and compliance .
- Compensation alignment: Director pay uses balanced cash/equity mix aligned to peer medians; transparent limits and no performance-based director pay reduce risk of misaligned incentives .
- Signals: Smith’s retirement from Smith Graham & Co. in Dec 2024 removes potential external time demands and may enhance focus on Eaton’s audit oversight; continued external board service (ONEOK) adds energy-market insights without disclosed conflicts at Eaton .
RED FLAGS: None disclosed specific to Smith. No related-party transactions; no pledging/hedging; no late Section 16 filings noted for Smith (late filings occurred for other directors/executives) .