Karenann Terrell
Eaton CorpAbout Karenann Terrell
Independent director of Eaton Corporation plc since 2024; age 63. Retired Chief Digital and Technology Officer of GSK plc (2017–2021), with prior CIO roles at Walmart Inc. and Baxter International; earlier engineering and technology leadership roles at DaimlerChrysler and General Motors, with a background in electrical engineering . Appointed to the Eaton Board in July 2024 and brings deep digital transformation, data/technology, and cybersecurity expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| GSK plc | Chief Digital and Technology Officer | 2017–2021 | Led digital transformation and technology strategy |
| Walmart Inc. | Chief Information Officer | Not disclosed | Enterprise IT leadership and data/technology oversight |
| Baxter International | Chief Information Officer | Not disclosed | Global technology operations leadership |
| DaimlerChrysler AG | Various engineering/IT roles | Not disclosed | Electrical engineering background and operational tech roles |
| General Motors Company | Various engineering/IT roles | Not disclosed | Electrical engineering background and operational tech roles |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| UiPath Inc. | Director | Current | Public company directorship |
| Fractal Analytics | Director | Current | Private AI/advanced analytics provider |
| Switch, Inc. | Director | Current | Global technology company |
| Pluralsight, Inc. | Director | Former | Prior public board experience |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Board affirmed all non‑employee directors, including Terrell, qualify as independent under NYSE and Board criteria |
| Committee memberships | Compensation & Organization; Finance; Innovation & Technology |
| Committee chairs | None (member only) |
| Committee activity (2024) | Audit met 5x; Comp & Org 4x; Finance 2x; Governance 4x; Innovation & Tech 2x (Terrell serves on Comp & Org, Finance, Innovation & Tech) |
| Board meetings & attendance | Board met 5x in 2024; each director attended at least 75%; average attendance 98.7% |
| Executive sessions | Non‑employee directors meet in executive session at each regular Board meeting; committees also hold executive sessions |
| Lead Independent Director | Gregory R. Page (will become non‑executive Chair June 1, 2025, subject to re‑election) |
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Cash fees | $75,000 | Pro‑rated for partial‑year service (appointed July 2024) |
| Equity (RSUs) | $111,733 (grant-date fair value) | 410 RSUs granted Aug 5, 2024 upon appointment; annual director grants were 540 RSUs on May 3, 2024 for other directors |
| All other compensation | $195 | Travel & accident insurance and small ancillary items |
| Total | $186,928 | — |
| Standard director pay policy (structural reference) | Cash retainer $150,000; annual RSU grant ~$170,000; chair and Audit member retainers as applicable | Holding requirement 5x cash retainer; anti‑hedging/pledging in place |
Performance Compensation
| Element | Metrics | Vesting/Terms |
|---|---|---|
| Director incentive pay | None | Non‑employee directors do not participate in Eaton’s incentive plans; no non‑equity incentive compensation |
| Director RSUs | Not performance‑based | RSUs are time‑based, receive dividend equivalents; Governance Committee sets terms |
Other Directorships & Interlocks
- Current public company directorship: UiPath Inc.
- No related‑party transactions disclosed involving Terrell; Board’s annual review identified only immaterial transactions for certain other directors; all non‑employee directors deemed independent .
- No disclosed interlocks with Eaton competitors, suppliers, or customers associated with Terrell in 2024 .
Expertise & Qualifications
- Deep digital transformation, data/technology, and cybersecurity experience from senior CIO/CDTO roles; electrical engineering background .
- Recognized in Eaton’s Director Skills Matrix for cybersecurity and innovation/technology among broader competencies (Global, Human Capital, M&A, Operations, Regulatory/Government, Risk Management) .
Equity Ownership
| Category | Amount | Notes |
|---|---|---|
| Ordinary shares owned | 500 | Sole voting/investment power unless otherwise indicated |
| Deferred share units | 0 (not disclosed) | DSUs table shows no DSUs for Terrell |
| Unvested RSUs (director) | 411 units (as of Dec 31, 2024) | Includes initial grant upon appointment |
| Ownership % of class | <1% | Group total directors/officers 0.30% |
| Director ownership policy | 5x cash retainer; robust holding requirement; no hedging or pledging | Applies until resignation/retirement |
Governance Assessment
- Strengths: Independence confirmed; technology/cybersecurity expertise aligns with Eaton’s electrification/digitalization strategy; multi‑committee engagement (Comp & Org, Finance, Innovation & Tech) supports Board effectiveness; robust director ownership and anti‑hedging/pledging policies; Board/committee executive sessions enhance oversight .
- Engagement signals: Board average attendance 98.7%; active committee calendars; shareholder say‑on‑pay support 92.2% in 2024 reflects governance credibility (company‑level signal) .
- Conflicts/related party: None identified for Terrell; Governance Committee concluded no related‑person transactions posed risks since beginning of 2024 .
- Red flags: A late Section 16 Form 4 filing for Terrell was reported (Aug 27, 2024), framed as administrative oversight; monitor filing timeliness but risk appears limited absent patterns .
Overall, Terrell’s digital and cybersecurity background, multi‑committee service, and independence are positives for investor confidence; minimal compensation complexity (cash + time‑based RSUs) and strong ownership/anti‑hedging policies align director incentives with shareholders .
Appendix: Committee Details (Terrell’s assignments)
| Committee | Chair | 2024 Meetings | Terrell Role | Key Oversight Areas |
|---|---|---|---|---|
| Compensation & Organization | Lori J. Ryerkerk | 4 | Member | Executive pay, succession, DEI/social pillar of ESG, stock plans |
| Finance | Sandra Pianalto | 2 | Member | Capital structure, dividends, cash flow, debt/equity policy, retirement plan oversight |
| Innovation & Technology | Silvio Napoli | 2 | Member | Tech trends, innovation strategy, engineering/IT investments, tech competitiveness |