Lucy Clark Dougherty
Eaton CorpAbout Lucy Clark Dougherty
Executive Vice President and Chief Legal Officer (CLO) of Eaton Corporation plc, serving as the company’s authorized signatory on multiple SEC filings in 2025, which evidences executive-officer status and legal oversight of disclosures . Eaton’s performance frameworks that govern executive pay emphasize pay-for-performance: 2024 short-term incentives were driven by Adjusted EPS ($10.80 vs $10.15 target) and Adjusted Operating Cash Flow ($4,327 million vs $4,200 million target), with a corporate payout factor of 123% after normalization for one-time items . Long-term PSUs for the 2022–2024 ESIP vested based on relative TSR ranking at the 81.25th percentile, paying 163% of target; Eaton’s absolute TSR over that period was 133.58% . Education, age, and tenure start date for Ms. Dougherty are not disclosed in the reviewed filings.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Eaton Corporation plc | Executive Vice President & Chief Legal Officer | ≥2025–present | Company signatory on SEC filings; stewardship of legal/compliance for disclosures |
External Roles
- No external public company directorships disclosed for Ms. Dougherty in Eaton’s 2025 proxy, and she is not among the director nominees listed therein .
Fixed Compensation
- Lucy Clark Dougherty was not a 2024 “named executive officer” (NEO); therefore, her specific base salary, target bonus %, and realized cash compensation are not disclosed in the proxy’s compensation tables (NEOs listed are CEO, CFO, President & COO, Electrical Sector COO, CHRO, and former CFO) .
- Eaton’s program design for executive officers (including the CLO) features:
- No employment contracts; compensation targeted around market medians; robust share ownership requirements; clawback policy; anti-hedging/pledging; capped incentive payouts .
- Equity grant timing aligned to a pre-set annual schedule with option strike prices at NYSE closing price; no backdating/repricing .
| Component | Program Design | Notes |
|---|---|---|
| Base Salary | Market-median aligned with industrial peers; reviewed annually | Applies to executive officers |
| Annual Bonus (EIC) | Cash incentive based on Adjusted EPS and Adjusted OCF plus business/individual goals; payouts capped | Applies to executive officers |
| Long-Term Incentives | 50% PSUs (relative TSR, 3-year), 25% RSUs (time-based), 25% stock options (10-year term), all with caps | Applies to executive officers |
| Ownership Guidelines | Other officers: 2–3x base salary; 20% must be held outright | Applies to executive officers |
| Policies | Clawback; no hedging/pledging; no tax gross-ups; double-trigger equity vesting on change-in-control | Applies to executive officers |
Performance Compensation
Two key incentive frameworks govern executive-officer pay. While individual payouts for Ms. Dougherty are not disclosed, the plan metrics, targets, and enterprise-level results below determine executive awards.
| Plan | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| 2024 EIC (Annual) | Adjusted EPS | Not disclosed | $10.15 | $10.80 | Corporate factor: 123% after removing one-time items | Paid after FY; executives may elect deferral to DIC II |
| 2024 EIC (Annual) | Adjusted OCF | Not disclosed | $4,200 mm | $4,327 mm | Corporate factor: 123% after removing one-time items | Paid after FY; executives may elect deferral to DIC II |
| 2022–2024 ESIP (3-year) | Relative TSR rank vs peer group | 100% of ESIP | 50th percentile | 81.25th percentile | 163% of target | PSUs vested Feb 26, 2025; dividends $10.44 cash equivalents |
Notes:
- ESIP payout curve ranges 0–200% of target with special conditions for negative TSR or lowest rank .
- PSUs settle in ordinary shares; RSUs vest in approx. equal annual installments over three years; stock options vest ratably over three years with 10-year expiration .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | Individual holdings for Ms. Dougherty are not disclosed in the proxy’s beneficial ownership table; “all directors and executive officers as a group” hold 1,184,326 shares (0.30% of class) . |
| Ownership Guidelines | Other officers must hold 2–3x base salary; minimum 20% held outright; options/PSUs don’t count; five-year compliance window . |
| Hedging/Pledging | Prohibited for employees and directors; no margin accounts or pledged shares allowed (positive alignment) . |
| Vested vs. Unvested | Executive-officer equity typically vests over three years for RSUs/options; PSUs vest after three-year ESIP periods . |
| Deferrals | Executives may defer cash EIC awards under DIC Plan II; share-based awards cannot be deferred . |
Employment Terms
| Term | Provision |
|---|---|
| Employment Contracts | None for salaried U.S. employees, including executive officers . |
| Change-in-Control | Executive Change of Control Agreements with double-trigger severance and equity vesting; no tax gross-ups; restrictive covenants included . |
| Severance (involuntary, not for cause) | Committee discretion; could provide up to 2x base salary plus target annual incentive depending on circumstances . |
| Non-Compete/Non-Solicit | Restrictive covenants embedded in change-in-control agreements; durations not specified in proxy . |
| Grant Timing | Annual grants approved on a pre-set schedule; options at fair market value; no backdating/repricing . |
Investment Implications
- Alignment: Anti-hedging/pledging policies, ownership guidelines (2–3x salary for officers), and clawbacks support long-term alignment and reduce governance risk; double-trigger change-in-control terms (no tax gross-ups) are shareholder-friendly .
- Performance drivers: 2024 EIC metrics achieved above target (EPS/OCF) yielding a 123% corporate factor, and the 2022–2024 ESIP paid 163% on strong TSR, indicating robust operational and market execution that supports incentive realization across executive officers .
- Selling pressure: Time-based vesting of RSUs/options over three years and PSU vesting after ESIP periods can create mechanical liquidity events (net-share settlements, tax withholding transactions). Monitoring Section 16 Form 4 filings around typical vesting windows is prudent for near-term trading signals; Lucy regularly serves as the company’s signatory/attorney-in-fact on SEC matters, reinforcing governance controls over reporting .
- Data gaps: As Ms. Dougherty was not a 2024 NEO, her precise base, targets, payouts, and holdings are not individually disclosed; focus on policy-level alignment and enterprise performance when assessing retention risk and pay-for-performance dynamics .