Lori Ryerkerk
Eaton CorpAbout Lori J. Ryerkerk
Independent director since 2020; age 62. Former Chairman, Chief Executive Officer and President of Celanese Corporation (stepped down December 2024). Prior senior operating roles at Shell (EVP Global Manufacturing), Hess (SVP Refining, Supply & Terminals), and 24 years at ExxonMobil. Currently a director of Norfolk Southern Corporation. Skill matrix highlights include Operations & Manufacturing, Risk Management, M&A, Innovation & Technology, Human Capital, Global, Cybersecurity, Financial, and Regulatory/Government experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Celanese Corporation | Chairman; Chief Executive Officer & President | Chairman Apr 2020–Dec 2024; CEO/President May 2019–Dec 2024 | Led global materials company; board service at Celanese |
| Shell Downstream Inc. | EVP Global Manufacturing; Regional VP Manufacturing (Europe & Africa) | Oct 2013–May 2019; joined May 2010 | Led global operations, complex technologies and supply chains |
| Hess Corporation | SVP, Refining, Supply and Terminals | 2008–2010 | Senior downstream leadership |
| ExxonMobil | Various operational and senior leadership roles | ~24 years | Extensive global operations experience |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Norfolk Southern Corporation | Director | Current | Public company director |
| Celanese Corporation | Director | Prior | Board service while CEO/Chairman |
| Axalta Coating Systems Limited | Director | Prior | Public company director |
Board Governance
- Independence: Board determined all non‑employee directors (including Ryerkerk) are independent under NYSE and Eaton criteria; categorical immateriality threshold applied (greater of $1 million or 2% of the counterparty’s revenue) .
- Related‑party review: Governance Committee annually reviews related‑person transactions; concluded none posed risks; only immaterial transactions noted (see Conflicts section below) .
- Committee assignments and 2024 meeting cadence:
- Compensation & Organization Committee — Chair; met 4 times
- Finance Committee — Member; met 2 times
- Innovation & Technology Committee — Member; met 2 times
- Executive Committee — Member; did not meet in 2024
- Attendance: Board held 5 meetings in 2024; each director attended at least 75% of Board/committee meetings; average attendance 98.7%; all directors present at 2024 AGM .
- Executive sessions: Non‑employee directors meet in executive session at each regular Board meeting; committees also hold executive sessions .
Fixed Compensation (Director)
| Component (2024) | Amount (USD) | Notes |
|---|---|---|
| Annual cash retainer | $150,000 | Standard non‑employee director cash retainer |
| Committee chair fee (Compensation & Organization) | $30,000 | Chair retainer |
| Total cash fees earned | $180,000 | Ryerkerk 2024 fees |
| All other compensation | $195 | Travel/accident insurance; standard benefits |
| Director pay cap | $750,000 | Aggregate annual limit (cash+equity); $1,500,000 for non‑executive Chair |
Performance Compensation (Director Equity)
| Equity Element | Grant Detail | Vesting | Value/Units |
|---|---|---|---|
| Annual RSU grant (May 3, 2024) | Non‑employee director RSUs | Per program terms; dividend equivalents reinvested | ~$170,000; 540 RSUs per director |
| Unvested RSUs at 12/31/2024 | Cumulative outstanding | Per award schedules | 3,719 RSUs (Ryerkerk) |
Director stock ownership guidelines: minimum holding of five times annual cash retainer; robust anti‑hedging and anti‑pledging policies apply to directors .
Other Directorships & Interlocks
| Type | Entity | Potential Interlock/Exposure |
|---|---|---|
| Current public board | Norfolk Southern Corporation | Transportation sector board service; no Eaton‑disclosed transactions with NSC in proxy |
| Prior public boards | Celanese; Axalta Coating Systems | Historical board roles |
Expertise & Qualifications
- Executive leadership of complex global manufacturing and supply chain operations; experience across Europe and Africa .
- Skill matrix alignment: operations/manufacturing, risk management, M&A, innovation/technology, human capital, global, cybersecurity, financial, regulatory/government .
Equity Ownership
| Item | Amount | As of | Notes |
|---|---|---|---|
| Shares owned | 1,401 | Feb 1, 2025 | Beneficial ownership — <1% of class |
| Deferred share units | Not disclosed | — | No DSUs listed for Ryerkerk in table |
| Unvested RSUs | 3,719 | Dec 31, 2024 | Director equity outstanding |
| Percent of class | <1% | Feb 25, 2025 | Overall directors/officers each <1% |
Conflicts and Related‑Party Exposure
- 2024 transactions with prior employer Celanese while Ryerkerk was CEO/Chair/President: Eaton purchases ~$87,000 and sales ~$3,784,000; Board deemed immaterial per categorical standards; independence affirmed .
- Other directors’ company dealings (for context): P&G purchases ~$18,262,000; Schindler purchases ~$1,095,000 and sales ~$10,000 — all immaterial under policy; independence affirmed .
- Annual related‑person review concluded no transactions posed impairment or independence risks .
Insider Trades and Section 16 Compliance
- Section 16(a) compliance: Proxy lists several late Form 4s for other insiders/directors; no late filings disclosed for Lori Ryerkerk .
Say‑on‑Pay & Shareholder Feedback (Context for C&O Chair)
- 2024 advisory vote on executive compensation approved at 92.2% .
- Committee (chaired by Ryerkerk) reported on CD&A inclusion and annual risk assessment procedures; oversight spans pay design, succession, talent, ESG social pillar elements .
Compensation Committee Analysis (Structure and Process)
- Responsibilities include CEO evaluation with input from all non‑employee directors; setting performance objectives and awarding short‑ and long‑term incentives; succession planning; equity plan oversight; and annual reporting .
- Use of independent consultant (Meridian) and multi‑step market/peer analysis to validate pay and governance alignment; annual risk assessment found plans not likely to incentivize excessive risk .
Governance Assessment
- Strengths:
- Independent director with deep industrial operations expertise; chairs a critical committee (Compensation & Organization) .
- High Board/committee attendance and established executive session practices bolster oversight quality .
- Clear independence determination despite immaterial transactions with former employer; robust related‑party review process .
- Director equity and stringent ownership/anti‑hedging/pledging policies support alignment .
- Strong say‑on‑pay support (92.2%) reflects investor confidence in compensation governance .
- Potential watch‑items (not flagged by Eaton):
- External directorship at Norfolk Southern — monitor for any future Eaton‑NSC dealings; none disclosed in proxy .
- Ongoing assessment of director ownership against guideline (5x cash retainer) — individual compliance not disclosed in proxy .
RED FLAGS: None explicitly disclosed for Ryerkerk. Related‑party transactions with Celanese were immaterial and did not affect independence; no hedging/pledging permitted; no late Section 16 filings noted for her .