Robert Pragada
Eaton CorpAbout Robert V. Pragada
Robert V. Pragada (age 56) is an independent director of Eaton Corporation plc (ETN) since 2021. He is Chair and Chief Executive Officer of Jacobs Solutions Inc. (CEO since January 2023; Chair since September 2024) and previously served as President and COO at Jacobs; he was a U.S. Navy officer from 1990–1999. His board skills matrix lists expertise in operations and manufacturing, risk management, M&A, innovation and technology, human capital management, global business, cybersecurity, financial, and regulatory/government domains.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Jacobs Solutions Inc. | Chair | Sep 2024–present | Executive leadership of Fortune 500 company; large-scale integrations and transformation experience |
| Jacobs Solutions Inc. | Chief Executive Officer (Director) | Jan 2023–present | Governance and strategy oversight as CEO and director |
| Jacobs Solutions Inc. | President & Chief Operating Officer | Nov 2019–Jan 2023 | Executive oversight of global operations across multiple lines of business |
| Jacobs Solutions Inc. | President, Global Industrial and Buildings & Infrastructure | 2016–2019 | Led global businesses and portfolio transformation |
| Jacobs Solutions Inc. | Senior management roles | 2006–2014 | Various executive roles since joining Jacobs in 2006 |
| The Brock Group, Inc. | President & Chief Executive Officer | 2014–2016 | Led industrial services company |
| United States Navy | Naval officer | 1990–1999 | Military leadership experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Dallas Regional Chamber | Board member | Not disclosed | Regional economic development and business community engagement |
| U.S. Naval Academy Foundation | Board member | Not disclosed | Nonprofit governance and alumni support |
Board Governance
- Committee memberships: Compensation & Organization Committee (member), Finance Committee (member), Innovation & Technology Committee (member). None of these committees list Pragada as chair.
- Independence: Listed as independent in the director nominees matrix; Board affirmatively determined all non‑employee directors are independent under NYSE and Board criteria.
- Attendance: Board held 5 meetings in 2024; every director attended at least 75% of Board and committee meetings; average attendance was 98.7%.
- Executive sessions: Independent directors meet in executive session at each regular Board meeting; independent committees also hold executive sessions at each meeting.
- Board leadership: Lead Director is Gregory R. Page; Board expects to transition to a non-executive chair on June 1, 2025.
- ESG and risk oversight: Governance Committee oversees environmental/governance; Compensation & Organization oversees social; Audit oversees financial reporting and cybersecurity; Innovation & Technology oversees technology strategy.
Fixed Compensation
| Component | 2024 Amount/Terms | Notes |
|---|---|---|
| Annual cash service retainer | $150,000 | All non-employee directors |
| Equity retainer (RSUs) | ~$170,000 grant value | RSUs granted May 3, 2024; 540 RSUs; dividend equivalents reinvested; under 2020 Stock Plan |
| Additional fees – Lead Director | $40,000 | Cash |
| Additional fees – Audit Committee Chair | $30,000 | Cash |
| Additional fees – Compensation & Organization Chair | $30,000 | Cash |
| Additional fees – Finance Chair | $20,000 | Cash |
| Additional fees – Governance Chair | $20,000 | Cash |
| Additional fees – Innovation & Technology Chair | $20,000 | Cash |
| Additional fees – Audit Committee Members | $15,000 | Cash |
| Non-employee director pay cap | $750,000 (aggregate cash+equity per year) | $1,500,000 cap for non-executive Chair |
| Deferral plan (fees) | Permitted | Retirement compensation: ≥50% converted to share units (dividends + appreciation); remainder earns 10-year Treasury +300 bps; short-term fees earn 13-week T-Bill rate; no above‑market earnings in 2024 |
| 2024 Director Compensation (Pragada) | Amount |
|---|---|
| Fees earned or paid in cash | $150,000 |
| Stock awards (grant-date fair value) | $173,070 |
| Option awards | — (none) |
| Non-equity incentive plan compensation | — (none) |
| Change in pension value & deferred comp earnings | — (none) |
| All other compensation | $195 |
| Total | $323,265 |
Performance Compensation
| Plan | Metric | Participation | 2024 Payout |
|---|---|---|---|
| Non-employee director incentive plans | N/A | Directors do not participate in Eaton incentive plans | None |
Other Directorships & Interlocks
| Company/Entity | Type | Role | Public Board Count | Interlocks/Related Transactions |
|---|---|---|---|---|
| Jacobs Solutions Inc. | Public company | Chair and CEO; Director | 1 (as per ETN matrix) | No related-party transactions with Eaton disclosed |
| Dallas Regional Chamber | Nonprofit | Board member | N/A | Not applicable |
| U.S. Naval Academy Foundation | Nonprofit | Board member | N/A | Not applicable |
Expertise & Qualifications
- Skills matrix indicates strengths in Operations & Manufacturing, Risk Management, M&A, Innovation & Technology, Human Capital Management, Global, Cybersecurity, Financial, Regulatory & Government, aligning with Eaton’s strategic domains.
Equity Ownership
| Metric | Amount |
|---|---|
| Shares beneficially owned (as of Feb 1, 2025) | 801 shares; sole voting/investment power unless indicated |
| Deferred share units | 0 |
| Unvested RSUs (as of Dec 31, 2024) | 2,563 units |
| Ownership as % of shares outstanding | <1% (each listed individual holds <1%) |
| Director stock ownership guideline | Minimum holding of 5x annual cash retainer; sales restricted until guideline met; anti-hedging/pledging policy |
Governance Assessment
- Independence and conflicts: Board determined all non‑employee directors, including Pragada, are independent; independence review disclosed immaterial transactions for executives/directors at Johnson Controls, Schindler, Celanese, and P&G, but none for Jacobs Solutions—reducing conflict risk.
- Committee engagement: Pragada actively serves on three key committees—Compensation & Organization, Finance, and Innovation & Technology—providing cross-functional governance coverage without overboarding signals (ETN matrix shows one other public board).
- Attendance and engagement: Overall Board/committee attendance was high (98.7% average) with policy requiring ≥75%—a positive signal for board effectiveness.
- Alignment: Director pay structure balances cash and equity, with robust stock ownership and anti-hedging/pledging policies; RSU grants with dividend equivalents reinforce long-term alignment.
- Shareholder sentiment: Say‑on‑pay support of 92.2% in 2024 indicates constructive investor feedback on compensation governance broadly.
RED FLAGS
- None disclosed for Pragada: no related‑party transactions, hedging/pledging, or low attendance issues identified in ETN’s 2025 proxy.