Sandra Pianalto
Eaton CorpAbout Sandra Pianalto
Sandra Pianalto, age 70, has served on Eaton’s Board since 2014 and is the retired President and CEO of the Federal Reserve Bank of Cleveland (2003–2014) . She chairs Eaton’s Finance Committee, serves on the Audit and Innovation & Technology Committees, and is a designated “audit committee financial expert,” bringing deep monetary policy and financial services expertise to board oversight .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Federal Reserve Bank of Cleveland | President & CEO | Feb 2003 – Jun 2014 | Led economic research, financial institution management, and payment services |
| Federal Reserve Bank of Cleveland | First Vice President & COO | 1993 – 2003 | Operations leadership |
| Federal Reserve Bank of Cleveland | Vice President & Secretary to the Board | 1988 – 1993 | Board governance |
| Federal Reserve Bank of Cleveland | Assistant Vice President, Public Affairs | 1984 – 1988 | Stakeholder engagement |
| Federal Reserve Bank of Cleveland | Economist, Research Department | 1983 – 1984 | Economic analysis |
| Federal Reserve Board of Governors | Economist | Pre-1983 | Monetary policy analysis |
| U.S. House Budget Committee (Staff) | Staff economist | Pre-1983 | Fiscal policy support |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Prudential Financial, Inc. | Director | Current | Not disclosed |
| The J.M. Smucker Company | Director | Prior (former) | Not disclosed |
| FirstEnergy Corp. | Director | Prior (former) | Not disclosed |
| University of Akron Foundation | Trustee | Current | Not disclosed |
| University Hospitals Health System | Lifetime Trustee; Past Chair | Current/Prior | Health system oversight |
| United Way of Greater Cleveland | Life Director; Past Chair | Current/Prior | Community impact |
Board Governance
- Independence: Board affirms all non-employee directors, including Pianalto, are independent; all Audit, Compensation & Organization, Finance, Governance, and Innovation & Technology Committee members qualify as independent under NYSE and Board standards . Pianalto is specifically noted as meeting Audit Committee special independence and “financial expert” criteria .
- Attendance: The Board met 5 times in 2024; each director attended at least 75% of Board and committee meetings; average attendance was 98.7% . All nine directors at the time attended the 2024 AGM .
- Executive sessions: Independent directors meet in executive session at each regular Board meeting; each committee also holds executive sessions without management .
- Leadership: Pianalto is a member of the Executive Committee (which did not meet in 2024); Lead Director responsibilities are held by Gregory R. Page (transitioning to non-executive chair on June 1, 2025) .
| Committee | Role | 2024 Meetings | Notes |
|---|---|---|---|
| Finance | Chair | 2 | Reviews financial condition, debt/equity policy, dividend policy, cash flow, financing, financial risk management, pension assumptions |
| Audit | Member | 5 | Oversight of financial reporting, internal controls, auditor independence/performance, internal audit, cybersecurity, compliance; qualifies as audit committee financial expert |
| Innovation & Technology | Member | 2 | Oversees technology trends, innovation strategy, capital allocation for engineering/IT, tech competitiveness |
| Executive | Member | 0 (did not meet) | Acts between Board meetings; CEO chairs; includes committee chairs and Lead Director |
Fixed Compensation (Director Pay – 2024)
| Component | Amount | Detail |
|---|---|---|
| Annual cash retainer | $150,000 | Standard for non-employee directors |
| Finance Committee Chair fee | $20,000 | Chair stipend |
| Audit Committee member fee | $15,000 | Member stipend; Pianalto serves on Audit |
| Total cash fees (2024) | $185,000 | Sum of retainer + chair + Audit member |
| All Other Compensation | $195 | Travel/accident insurance; standard for directors |
Policy notes:
- Pay mix: Directors receive $150,000 cash + ~$170,000 equity RSUs annually; RSUs granted May 3, 2024, set by Governance Committee .
- Non-employee director pay limit: $750,000 aggregate cash + equity annually ($1.5M for non-executive Chair) .
- 2024 levels kept in line with peer medians (U.S. industrial peers + Irish-domiciled peer group) with no changes vs study conclusions .
Performance Compensation (Director Equity – 2024)
| Grant Type | Grant Date | Units/Value | Terms |
|---|---|---|---|
| Annual RSUs | May 3, 2024 | 540 RSUs; $173,070 fair value | RSUs determined by 30-day average price; dividend equivalents reinvested as RSUs; vest in equal installments over ~3 years |
| Unvested stock awards (as of 12/31/2024) | — | 17,856 units | Aggregate unvested stock awards held |
Notes: Director RSUs are time-based (no performance metrics); dividend equivalents accrue in cash or RSUs per plan; terms set by Governance Committee .
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Transaction Exposure |
|---|---|---|
| Prudential Financial, Inc. | Director | No related-person transactions disclosed; Board concluded only immaterial transactions were those for other directors noted; none for Pianalto |
| The J.M. Smucker Company | Former Director | None disclosed |
| FirstEnergy Corp. | Former Director | None disclosed |
Eaton’s related-person transaction review found only immaterial transactions for certain other directors (Schulten/P&G, Napoli/Schindler, Ryerkerk/Celanese) and none posing risks; no transactions were disclosed involving Prudential, Smucker, or FirstEnergy in 2024–2025 .
Expertise & Qualifications
- Monetary policy, financial services, economic research, financial institution management, and payment systems; ex-CEO of a Federal Reserve Bank .
- Finance Committee Chair; Audit Committee “financial expert” (SEC-defined) .
- Skills matrix alignment includes cybersecurity, financial, regulatory & government among other board competencies .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Shares owned (beneficial) | 1,601 | Sole voting or investment power unless noted |
| Deferred share units | — (none listed) | Director-level DSU counts disclosed where applicable |
| Unvested stock awards | 17,856 | As of 12/31/2024 |
| Shares outstanding (record date) | 391,769,379 | As of Feb 25, 2025 |
| Ownership as % of outstanding | ≈0.0004% (1,601 / 391,769,379) | Approximate calculation based on disclosed figures |
| Director stock ownership guideline | 5× annual cash retainer | Robust holding requirement; sales restricted until guideline met |
| Hedging/pledging | Prohibited for directors | Anti-hedging and anti-pledging policy |
Insider Trades and Section 16 Compliance
| Item | Status | Notes |
|---|---|---|
| Late Section 16 filings (2024–early 2025) | None reported for Pianalto | Late filings noted for certain other insiders; not Pianalto |
Governance Assessment
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Strengths:
- Finance Committee Chair with central oversight of dividend policy, leverage, financing, and risk programs; deep external financial system experience enhances board effectiveness .
- Audit Committee financial expert; independence affirmed under NYSE and Board criteria; Audit Committee met 5 times and maintains rigorous oversight of reporting, controls, and cybersecurity .
- High board/committee engagement (avg. 98.7% attendance; all directors attended 2024 AGM), frequent executive sessions support independent oversight .
- Director compensation aligned: balanced cash/equity, conservative pay limits, robust ownership/holding requirements; anti-hedging/pledging policy strengthens alignment .
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Potential conflicts/RED FLAGS:
- No related-party transactions disclosed for Pianalto; Board’s review found only immaterial transactions for other directors and no risks; independence affirmed (no flags) .
- Overboarding not indicated; governance policies in place (overboarding policy and majority voting, proxy access) .
-
Shareholder signals:
- Say-on-Pay approval 92.2% in 2024, indicating strong investor support for compensation governance under current board oversight .
Overall, Pianalto’s monetary policy and financial oversight background, coupled with chairing Finance and serving as an Audit financial expert, point to strong governance quality with no disclosed conflicts or attendance concerns, supporting investor confidence in Eaton’s board effectiveness .