Silvio Napoli
Eaton CorpAbout Silvio Napoli
Independent non-employee director of Eaton Corporation plc (ETN) since 2019; age 59. Former Chairman and retired Chief Executive Officer of Schindler Holding Ltd.; joined Schindler in 1994 and retired as CEO in January 2025; decided not to stand for re‑election to Schindler’s board at its March 25, 2025 meeting. Brings extensive global industrial leadership and serves as Chair of Eaton’s Innovation & Technology Committee; expertise spans talent development, financial management, manufacturing and product innovation, and risk management .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Schindler Holding Ltd. | Chairman of the Board; retired Chief Executive Officer | Joined Schindler in 1994; CEO until January 2025; not standing for re‑election March 25, 2025 | Led global industrial operations, product innovation, risk management; executive leadership experience |
| Schindler India | President & CEO | Not disclosed | Country leadership and operations oversight |
| Schindler Asia-Pacific | President | Not disclosed | Regional growth and operations leadership |
| Schindler Group | Director of Corporate Development | Not disclosed | Strategy, M&A, and corporate development |
| The Dow Chemical Company (Europe) | Employee (prior role) | Not disclosed | Industrial experience foundation |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| Schindler Holding Ltd. | Chairman (retired CEO) | Retired as CEO January 2025; will not stand for re‑election March 25, 2025 | Public company; indicates transition away from direct interlock with ETN supplier/customer |
Board Governance
- Committee assignments and roles:
- Innovation & Technology Committee: Chair; met 2 times in 2024 .
- Compensation & Organization Committee: Member; met 4 times in 2024 .
- Finance Committee: Member; met 2 times in 2024 .
- Executive Committee: Member; did not meet in 2024 .
- Independence and related-party review:
- Board determined all current non‑employee directors, including Mr. Napoli, are independent under NYSE and Board criteria .
- Transactions with Schindler Holding Ltd. in 2024: Eaton purchases ≈ $1,095,000 and sales ≈ $10,000; amounts deemed immaterial under categorical standard (less than greater of $1 million or 2% of director’s company revenues) and did not impair independence .
- Attendance and engagement:
- Board held 5 meetings in 2024; each director attended ≥75% of Board/committee meetings; average attendance 98.7% .
- All directors serving at that time attended the 2024 Annual General Meeting .
- Lead Independent Director and structure:
- Governance quality supported by independent committee chairs and executive sessions at each regular meeting; robust governance guidelines .
Fixed Compensation
| Component | 2024 Amount | Details |
|---|---|---|
| Annual cash service retainer | $150,000 | Standard cash retainer for all non‑employee directors |
| Committee chair fee (Innovation & Technology) | $20,000 | Chair fee for Innovation & Technology Committee |
| Total cash fees (Napoli) | $170,000 | Reported 2024 fees earned or paid in cash |
| Annual RSU grant (May 3, 2024) | $173,070 | 540 RSUs granted to each active director at annual grant; value shown is grant date fair value for Napoli |
| Non‑employee director pay limit | $750,000 | Aggregate annual cap inclusive of cash and equity; $1,500,000 if serving as non‑executive Chair |
| Deferral plan availability | Available | Directors may elect to defer fees; returns vary by deferral election (see Performance Compensation) |
Performance Compensation
| Program/Metric | Eligibility | 2024 Structure/Outcome |
|---|---|---|
| Non‑equity incentive plan (cash bonus) | Not eligible | Non‑employee directors do not participate in Eaton incentive plans; no bonuses paid |
| Deferred compensation metrics | Eligible for fee deferral | Retirement compensation deferrals: at least 50% converted to share units (earns share price appreciation and dividend equivalents); remainder earns 10‑year U.S. Treasury Note return +300 bps. Short‑term compensation deferrals earn 13‑week U.S. T‑Bill returns; no above‑market earnings in 2024 . |
Other Directorships & Interlocks
| Company | Relationship to ETN | 2024 Transactions | Independence/Outcome |
|---|---|---|---|
| Schindler Holding Ltd. | Customer/supplier relationship with ETN | Eaton purchases ≈ $1,095,000; Eaton sales ≈ $10,000 | Categorized immaterial; Board affirmed independence of Mr. Napoli |
Expertise & Qualifications
- Executive leadership at a large global industrial company; deep experience in talent development, finance, manufacturing and innovation, and risk management .
- Global corporate strategy perspective; particularly valuable as Chair of Innovation & Technology Committee .
- Director skills matrix highlights: Operations & Manufacturing, Risk Management, M&A, Innovation & Technology, Human Capital, Global, Cybersecurity, Financial, Regulatory & Government .
Equity Ownership
| Holdings | Quantity | As‑of Date | Notes |
|---|---|---|---|
| Shares owned (beneficial) | 1,149 | February 1, 2025 | Sole voting/investment power unless otherwise indicated; less than 1% of class . |
| Unvested director stock awards | 5,181 | December 31, 2024 | Unvested RSUs held by Napoli as of year‑end . |
| Deferred share units | 0 | February 1, 2025 | No deferred share units reported for Napoli . |
| Ownership as % of shares outstanding | <1% | February 1, 2025 | Each listed individual holds <1% . |
| Stock ownership guidelines | 5x annual cash retainer | Ongoing holding requirement; cannot sell until guideline met; anti‑hedging and anti‑pledging policies apply . |
Governance Assessment
- Strengths:
- Independent director with relevant industrial and global strategy expertise; chairs a technology‑critical committee aligned with Eaton’s electrification/digitalization strategy .
- High board and committee meeting attendance standards met (≥75%) and strong average attendance (98.7%), supporting board effectiveness .
- Robust director compensation governance (pay cap), ownership guidelines (5x cash retainer), and prohibitions on hedging/pledging promote alignment .
- 2024 say‑on‑pay support at 92.2% indicates positive shareholder sentiment toward compensation governance broadly .
- Potential watch‑items (not currently material):
- Related‑party exposure via Schindler transactions in 2024 (≈$1.095M purchases; ≈$10k sales); categorized as immaterial and independence affirmed, but monitor future volumes until his full exit from Schindler’s board post‑March 25, 2025 .
- Committee workload breadth (Chair of Innovation & Technology; member of Compensation & Organization, Finance, Executive) requires continued attention to overboarding policies; Board affirms compliance with commitment guidelines .
Overall signal: Governance quality is strong with clear independence, active committee leadership in innovation strategy, and clean director pay practices; the Schindler transaction levels were reviewed and deemed immaterial, minimizing conflict risk .