DEF 14A of Parker-Hannifin Corp, Sep 24, 2021

DEF 14A of Parker-Hannifin Corp

Filed Sep 24, 2021 · FY20210001193125-21-281509

Open on EDGAR

  1. Board and Corporate Governance Highlights

    Board and Corporate Governance Highlights Our Board of Directors is committed to sound corporate governance practices, promoting the long-term interests of our shareholders and holding itself and management accountable for our performance. Fiscal year 2021 was significant with respect to the structure and composition of our Board. We added three new Directors in Jillian C. Evanko, Lance M. Fritz and William F. Lacey, strengthening the culture, skills and gender and racial diversity of our Board. The metrics included in the graphics below reflect our Board structure and composition with our thirteen current Directors. Each Director nominee brings his or her own unique background and range of expertise, knowledge and experience which provides an optimal and diverse mix of skills and qualifications necessary for our Board to effectively fulfill its oversight responsibilities.

  2. Board and Corporate Governance Highlights

    | 2 ◆ 2021 Proxy Statement | Parker-Hannifin Corporation |

  3. Board and Corporate Governance Highlights

    We are pleased to provide the following key governance highlights. We believe these measures position us to continue to drive team member engagement, customer experience, profitable growth and financial performance. In considering our governance and compensation programs for fiscal year 2021, we utilized insights drawn from engagement with our shareholders and the results of our shareholder votes.

  4. Board and Corporate Governance Highlights

    | Parker-Hannifin Corporation | 2021 Proxy Statement ◆ 3 |

  5. Board and Corporate Governance Highlights

    | Corporate Governance Highlights | | | • Added three new Directors in fiscal year 2021, strengthening the culture, skills and gender and racial diversity of our Board | • Require each search for qualified Director candidates to include individuals with diverse backgrounds, including diversity of gender, ethnicity and race | | • Annual election of all Directors | • Published Global Code of Business Conduct applicable to our Board of Directors | | • Published Corporate Governance Guidelines | • Board Committees are 100% comprised of independent Directors | | • Majority voting and resignation policy for uncontested Director elections | • Our Amended and Restated Regulations permit proxy access for eligible shareholders | | • Average age of our Directors is 60 years | • Robust stock ownership guidelines for our Directors and executive officers (all of whom are compliant with such guidelines) | | • Director retirement is mandatory after reaching age 72 | • The Board of Directors includes four women, two racially diverse members and two ethnically diverse members | | • Each Committee of our Board of Directors has a published charter that is reviewed and evaluated at least annually | • Annual Board, Committee and individual Director evaluations | | • Each of our Directors attended more than 75% of his or her meetings of our Board of Directors and his or her Committee meetings during fiscal year 2021 | • Annual reviews of our Chief Executive Officer by all independent Directors | | • None of our Directors are “overboarded” – four do not sit on any other public company boards, seven sit on just one other public company board, one sits on just two other public company boards, and one sits on three other public company boards | • 61% of our Directors have a tenure of 10 years or less. Tenure of this year’s Directors: 0-5 years: 38.5% 6-10 years: 23% >10 years: 38.5% | | • Our Chairman of the Board and Lead Director ensure the entire Board of Directors maintains regular oversight of key risk areas, such as corporate strategy, management succession planning, cyber security, enterprise risk management, and environmental, social and governance (ESG) matters | • Independent Directors meet regularly and frequently (at least four times per year) without management present |

  6. Executive Compensation Highlights

    | Executive Compensation Highlights | | | • Executive compensation program with pay-for-performance structure aligned with The Win Strategy | • The target compensation package for our Chief Executive Officer is a mix of 9% fixed and 91% at-risk, and for our other Named Executive Officers is an average mix of 21% fixed and 79% at-risk | | • Annual advisory vote on executive compensation with consistent high degree of approval | • One-year minimum vesting or performance period requirements for restricted stock awards, restricted stock unit awards, unrestricted stock awards, grants of stock options, and stock appreciation rights under our Amended and Restated 2016 Omnibus Stock Incentive Plan | | • “Claw back” policy to recover or withhold incentive-based compensation to executive officers in certain circumstances | • Anti-hedging and anti-pledging policy for Directors and executive officers | | • As part of our company-wide cost control measures related to COVID-19 and the economic downturn, the base salaries of our Named Executive Officers were reduced beginning in the fourth quarter of fiscal year 2020 and extended through the first quarter of fiscal year 2021 in amounts ranging from 20% to 50% of base salary. Further, the base salaries for our Named Executive Officers in fiscal year 2021 were not increased over fiscal year 2020 levels | |

  7. ITEM 1 – ELECTION OF DIRECTORS

    ITEM 1 – ELECTION OF DIRECTORS Shareholder approval is sought to elect Lee C. Banks, Jillian C. Evanko, Lance M. Fritz, Linda A. Harty, William F. Lacey, Kevin A. Lobo, Joseph Scaminace, Åke Svensson, Laura K. Thompson, James R. Verrier, James L. Wainscott and Thomas L. Williams as Directors for a term that will expire at our Annual Meeting of Shareholders in 2022. Candy M. Obourn, who is currently serving as one of our Directors, will not stand for re-election at the Annual Meeting. Our Board of Directors has concluded that the nominees presented in this “Item 1—Election of Directors” collectively represent a highly-qualified and diverse group of individuals who will effectively serve the long-term interests of our business, our team members and our shareholders. Our Board of Directors believes that each nominee should serve on our Board for the coming year based on his or her record of effective past service on our Board and the specific experiences, qualifications, attributes and skills described in his or her biographical information presented in this “Item 1—Election of Directors” section. Should any nominee become unable to accept nomination or election, the proxies will be voted for the election of another person as our Board of Directors may recommend. However, our Board of Directors has no reason to believe that this circumstance will occur.

  8. NOMINEES FOR ELECTION AS DIRECTORS FOR TERMS EXPIRING IN 2022

    NOMINEES FOR ELECTION AS DIRECTORS FOR TERMS EXPIRING IN 2022

  9. NOMINEES FOR ELECTION AS DIRECTORS FOR TERMS EXPIRING IN 2022

    | Director Since: 2015 Age: 58 Committees: None | LEE C. BANKS Mr. Banks has been our Vice Chairman and President since August 2021. From February 2015 to August 2021 he was President and Chief Operating Officer. He was our Executive Vice President from August 2008 to February 2015 and our Operating Officer from November 2006 to February 2015. Our Board believes that Mr. Banks will effectively serve our Board of Directors, our business, our team members and our shareholders based on his significant and diverse experiences, skills, qualifications and viewpoints from, among other things: • extensive service as Vice Chairman and President, President and Chief Operating Officer, and in various other senior leadership positions during his 30-year career with us; • intimate working knowledge of our day-to-day business, plans, strategies and initiatives; • service on other public company boards; • proven ability to work efficiently and effectively with our other Directors to oversee and address issues and risks facing our business; and • high level of commitment to our Board of Directors, our business, our team members, and our shareholders and a high level of integrity, honesty, judgment and professionalism. Other Public Company Directorships: • Westinghouse Air Brake Technologies Corporation (Wabtec)(since 2020) • Nordson Corporation (former)(2010-2020) |

  10. NOMINEES FOR ELECTION AS DIRECTORS FOR TERMS EXPIRING IN 2022

    | Parker-Hannifin Corporation | 2021 Proxy Statement ◆ 7 |

  11. NOMINEES FOR ELECTION AS DIRECTORS FOR TERMS EXPIRING IN 2022

    | Director since 2021 Age: 43 Committees (upon election): • Audit • Human Resources and Compensation | JILLIAN C. EVANKO Ms. Evanko has been President and Chief Executive Officer of Chart Industries, Inc. (cryogenic technologies) since June 2018. She was the Chief Financial Officer of Chart from March 2017 until January 2019. Prior to Chart, Ms. Evanko served as Vice President and Chief Financial Officer of Truck-Lite Co., LLC (truck and commercial vehicle products) since October 2016. Prior to Truck-Lite, Ms. Evanko was Vice President and Chief Financial Officer of Dover Corporation’s Dover Fluids (diversified global manufacturer) since January 2014. Our Board believes that Ms. Evanko will effectively serve our Board of Directors, our business, our team members and our shareholders based on her significant and diverse experiences, skills, qualifications and viewpoints from, among other things: • extensive service as Chief Executive Officer and Chief Financial Officer of Chart Industries, Inc., and other leadership positions at successful global companies of significant size; • service on other public company boards; • independence under the applicable independence standards of the New York Stock Exchange and our Independence Standards for Directors; • proven ability to work efficiently and effectively with our other Directors to oversee and address issues and risks facing our business; and • high level of commitment to our Board of Directors and integrity, honesty, judgment and professionalism. Other Public Company Directorships: • Chart Industries, Inc. (since 2018) • Alliant Energy Corporation (former)(2019-2021) |

  12. NOMINEES FOR ELECTION AS DIRECTORS FOR TERMS EXPIRING IN 2022

    | Director since 2021 Age: 58 Committees (upon election): • Corporate Governance and Nominating • Human Resources and Compensation | LANCE M. FRITZ Mr. Fritz has been Chairman of the Board of Union Pacific Corporation since October 2015, and President and Chief Executive Officer since February 2015. Our Board believes that Mr. Fritz will effectively serve our Board of Directors, our business, our team members and our shareholders based on his significant and diverse experiences, skills, qualifications and viewpoints from, among other things: • extensive service as President and Chief Executive Officer of Union Pacific Corporation and other leadership positions at successful global companies of significant size; • service on other public company boards; • independence under the applicable independence standards of the New York Stock Exchange and our Independence Standards for Directors; • proven ability to work efficiently and effectively with our other Directors to oversee and address issues and risks facing our business; and • high level of commitment to our Board of Directors and integrity, honesty, judgment and professionalism. Other Public Company Directorships: • Union Pacific Corporation (since 2015) |

  13. NOMINEES FOR ELECTION AS DIRECTORS FOR TERMS EXPIRING IN 2022

    | 8 ◆ 2021 Proxy Statement | Parker-Hannifin Corporation |

  14. NOMINEES FOR ELECTION AS DIRECTORS FOR TERMS EXPIRING IN 2022

    | Director since 2007 Age: 61 Committees: • Audit (Chair) • Corporate Governance and Nominating | LINDA A. HARTY Now retired, Ms. Harty was Treasurer of Medtronic plc (medical technology) from February 2010 to April 2017. Our Board believes that Ms. Harty will effectively serve our Board of Directors, our business, our team members and our shareholders based on her significant and diverse experiences, skills, qualifications and viewpoints from, among other things: • extensive service in senior finance and accounting leadership positions at Medtronic plc and other successful global companies of significant size; • service on other public company boards; • former Certified Public accountant (CPA) and qualification as an audit committee financial expert as defined in the federal securities laws; • independence under the applicable independence standards of the New York Stock Exchange and our Independence Standards for Directors; • proven ability to work efficiently and effectively with our other Directors to oversee and address issues and risks facing our business; and • high level of commitment to our Board of Directors and integrity, honesty, judgment and professionalism. Other Public Company Directorships: • Westinghouse Air Brake Technologies Corporation (Wabtec)(since 2016) • Syneos Health, Inc. (since 2017) • Chart Industries, Inc. (since 2021) |

  15. NOMINEES FOR ELECTION AS DIRECTORS FOR TERMS EXPIRING IN 2022

    | Director since 2021 Age: 56 Committees (upon election): • Audit • Corporate Governance and Nominating | WILLIAM F. LACEY Mr. Lacey has been President and Chief Executive Officer of GE Lighting (lighting technology), a Savant company, since January 2016. He previously served as Chief Financial Officer of GE Home and Business Solutions Lighting from 2011 to 2015. Our Board believes that Mr. Lacey will effectively serve our Board of Directors, our business, our team members and our shareholders based on his significant and diverse experiences, skills, qualifications and viewpoints from, among other things: • extensive service as President and Chief Executive Officer of GE Lighting and other General Electric businesses, all successful global companies of significant size; • independence under the applicable independence standards of the New York Stock Exchange and our Independence Standards for Directors; • proven ability to work efficiently and effectively with our other Directors to oversee and address issues and risks facing our business; and • high level of commitment to our Board of Directors and integrity, honesty, judgment and professionalism. |

  16. NOMINEES FOR ELECTION AS DIRECTORS FOR TERMS EXPIRING IN 2022

    | Parker-Hannifin Corporation | 2021 Proxy Statement ◆ 9 |

  17. NOMINEES FOR ELECTION AS DIRECTORS FOR TERMS EXPIRING IN 2022

    | Director Since: 2013 Age: 56 Committees: • Audit • Human Resources and Compensation | KEVIN A. LOBO Mr. Lobo has been Chairman of the Board of Stryker Corporation (medical technology) since July 2014 and has been Chief Executive Officer, President and a Director since October 2012. Our Board believes that Mr. Lobo will effectively serve our Board of Directors, our business, our team members and our shareholders based on his significant and diverse experiences, skills, qualifications and viewpoints from, among other things: • extensive service in senior leadership positions at Stryker Corporation and other successful global companies of significant size; • service on other public company boards; • qualification as an audit committee financial expert as defined in the federal securities laws; • independence under the applicable independence standards of the New York Stock Exchange and our Independence Standards for Directors; • proven ability to work efficiently and effectively with our other Directors to oversee and address issues and risks facing our business; and • high level of commitment to our Board of Directors and integrity, honesty, judgment and professionalism. Other Public Company Directorships: • Stryker Corporation (since 2012) | | Director Since: 2004 Age: 68 Committees: • Corporate Governance and Nominating • Human Resources and Compensation (Chair) | JOSEPH SCAMINACE Now retired, Mr. Scaminace served as a Director and Chief Executive Officer of OM Group, Inc. (metal-based specialty chemicals) from June 2005 to October 2015 and Chairman of the Board of OM Group from August 2005 to October 2015. Our Board believes that Mr. Scaminace will effectively serve our Board of Directors, our business, our team members and our shareholders based on his significant and diverse experiences, skills, qualifications and viewpoints from, among other things: • extensive service as Chief Executive Officer and Chairman of the Board of OM Group, Inc., and prior leadership positions at other global industrial companies of significant size; • service on other public company boards; • independence under the applicable independence standards of the New York Stock Exchange and our Independence Standards for Directors; • proven ability to work efficiently and effectively with our other Directors to oversee and address issues and risks facing our business; and • high level of commitment to our Board of Directors and integrity, honesty, judgment and professionalism. Other Public Company Directorships: • Cintas Corporation (since 2010)(Lead Director) |

  18. NOMINEES FOR ELECTION AS DIRECTORS FOR TERMS EXPIRING IN 2022

    | 10 ◆ 2021 Proxy Statement | Parker-Hannifin Corporation |

  19. NOMINEES FOR ELECTION AS DIRECTORS FOR TERMS EXPIRING IN 2022

    | Director Since: 2010 Age: 69 Committees: • Audit • Corporate Governance and Nominating | ÅKE SVENSSON Mr. Svensson is Chairman of Swedavia AB (transport infrastructure). He was Chairman of the Association of Swedish Engineering Industries (manufacturing trade organization), and Board Member of the Confederation of Swedish Enterprises from May 2018 until May 2020. He was previously Director General of Swedish Engineering Industries from September 2010 to August 2016. Mr. Svensson is a former Director of Saab AB. Our Board believes that Mr. Svensson will effectively serve our Board of Directors, our business, our team members and our shareholders based on his significant and diverse experiences, skills, qualifications and viewpoints from, among other things: • extensive service as Chief Executive Officer and President of Saab AB, a successful European aerospace, defense and security company of significant size; • extensive knowledge of European aerospace, defense and security businesses and related issues and trends; • independence under the applicable independence standards of the New York Stock Exchange and our Independence Standards for Directors; • proven ability to work efficiently and effectively with our other Directors to oversee and address issues and risks facing our business; and • high level of commitment to our Board of Directors and integrity, honesty, judgment and professionalism. | | Director Since 2019 Age: 57 Committees: • Audit • Corporate Governance and Nominating | LAURA K. THOMPSON Now retired, Ms. Thompson served as Executive Vice President of The Goodyear Tire & Rubber Company (tire manufacturing) from December 2013 until her retirement in March 2019, and Chief Financial Officer of Goodyear from December 2013 until October 2018. Our Board believes that Ms. Thompson will effectively serve our Board of Directors, our business, our team members and our shareholders based on her significant and diverse experiences, skills, qualifications and viewpoints from, among other things: • extensive service as Executive Vice President and Chief Financial Officer and in other key leadership positions at The Goodyear Tire & Rubber Company, a manufacturing company of significant size; • service on other public company boards; • qualification as an audit committee financial expert as defined in the federal securities laws; • independence under the applicable independence standards of the New York Stock Exchange and our Independence Standards for Directors; • proven ability to work efficiently and effectively with our other Directors to oversee and address issues and risks facing our business; and • high level of commitment to our Board of Directors and integrity, honesty, judgment and professionalism. Other Public Company Directorships: • Wesco International (since 2019) • Titan International, Inc. (since 2021) |

  20. NOMINEES FOR ELECTION AS DIRECTORS FOR TERMS EXPIRING IN 2022

    | Parker-Hannifin Corporation | 2021 Proxy Statement ◆ 11 |

  21. NOMINEES FOR ELECTION AS DIRECTORS FOR TERMS EXPIRING IN 2022

    | Director Since: 2016 Age: 58 Committees: • Audit • Human Resources and Compensation | JAMES R. VERRIER Now retired, Mr. Verrier served as a Board Advisor to BorgWarner, Inc. (powertrain solutions) from August 1, 2018 until his retirement on February 28, 2019. He previously served as Chief Executive Officer and director of BorgWarner, Inc. from January 2013 until July 31, 2018, and President of BorgWarner from March 2012 until July 31, 2018. Our Board believes that Mr. Verrier will effectively serve our Board of Directors, our business, our team members and our shareholders based on his significant and diverse experiences, skills, qualifications and viewpoints from, among other things: • service as a director, Chief Executive Officer and President of BorgWarner, Inc., a successful publicly-traded global automotive industry components and parts supplier of significant size; • service on other public company boards; • independence under the applicable independence standards of the New York Stock Exchange and our Independence Standards for Directors; • proven ability to work efficiently and effectively with our other Directors to oversee and address issues and risks facing our business; and • high level of commitment to our Board of Directors and integrity, honesty, judgment and professionalism. Other Public Company Directorships: • BorgWarner, Inc. (former)(2013-2018) | | Director Since: 2009 Age: 64 Committees: • Corporate Governance and Nominating (Chair and Lead Director) • Human Resources and Compensation | JAMES L. WAINSCOTT Now retired, Mr. Wainscott was Chairman of the Board of AK Steel Holding Corporation (steel producer) from January 2006 to May 2016; and President, Chief Executive Officer and a Director of AK Steel Holding Corporation from October 2003 to January 2016. Our Board believes that Mr. Wainscott will effectively serve our Board of Directors, our business, our team members and our shareholders based on his significant and diverse experiences, skills, qualifications and viewpoints from, among other things: • extensive service as President, Chief Executive Officer and Chairman of the Board of AK Steel Holding Corporation, a successful global industrial company of significant size; • service on other public company boards; • independence under the applicable independence standards of the New York Stock Exchange and our Independence Standards for Directors; • proven ability to effectively serve as our Lead Director and to otherwise work efficiently and effectively with our other Directors to oversee and address issues and risks facing our business; and • high level of commitment to our Board of Directors and integrity, honesty, judgment and professionalism. Other Public Company Directorships: • CSX Corporation (since 2020) |

  22. NOMINEES FOR ELECTION AS DIRECTORS FOR TERMS EXPIRING IN 2022

    | 12 ◆ 2021 Proxy Statement | Parker-Hannifin Corporation |

  23. NOMINEES FOR ELECTION AS DIRECTORS FOR TERMS EXPIRING IN 2022

    | Director Since: 2015 Age: 62 Committees: None | THOMAS L. WILLIAMS Mr. Williams has been our Chairman of the Board since January 2016; and our Chief Executive Officer since February 2015. He was our Executive Vice President from August 2008 to February 2015 and our Operating Officer from November 2006 to February 2015. Our Board believes that Mr. Williams will effectively serve our Board of Directors, our business, our team members and our shareholders based on his significant and diverse experiences, skills, qualifications and viewpoints from, among other things: • extensive service as Chief Executive Officer, Executive Vice President and Operating Officer and various other operational leadership positions during his 17-year career with us; • intimate, working knowledge of our day-to-day business, plans, strategies and initiatives; • service on other company boards; • proven ability to work efficiently and effectively with our other Directors to oversee and address issues and risks facing our business; and • high level of commitment to our Board of Directors, our business, our team members, and our shareholders, and a high level of integrity, honesty, judgment and professionalism. Other Public Company Directorships: • The Goodyear Tire & Rubber Company (since 2019) • Chart Industries, Inc. (former)(2008-2019) |

  24. BOARD OF DIRECTORS

    BOARD OF DIRECTORS

  25. THE HUMAN RESOURCES AND COMPENSATION COMMITTEE

    | • | our executive officers and other management-level team members are compensated with a mix of annual and long-term incentives, fixed and at-risk compensation, cash and multiple forms of equity compensation; |

  26. THE HUMAN RESOURCES AND COMPENSATION COMMITTEE

    | • | compensation packages gradually become more focused on long-term, at-risk and equity compensation as our team members ascend to and through management-level positions; |

  27. THE HUMAN RESOURCES AND COMPENSATION COMMITTEE

    | • | our global compensation plans and programs generally utilize the same or substantially similar performance measures; |

  28. THE HUMAN RESOURCES AND COMPENSATION COMMITTEE

    | • | we use multiple performance measures to determine payout levels under certain elements of incentive compensation and different performance measures for our annual incentives as compared to our long-term incentives; |

  29. THE HUMAN RESOURCES AND COMPENSATION COMMITTEE

    | • | our incentive compensation programs generally limit payouts to a specified maximum, while those that do not are mitigated by other factors (e.g., stock appreciation rights are mitigated by long-term vesting periods and stock ownership guidelines); |

  30. THE HUMAN RESOURCES AND COMPENSATION COMMITTEE

    | • | we do not offer “guaranteed” bonuses and all of our incentive compensation elements carry downside risk for participants; |

  31. THE HUMAN RESOURCES AND COMPENSATION COMMITTEE

    | • | our compensation packages, including severance packages and supplemental pensions, are within market ranges; |

  32. THE HUMAN RESOURCES AND COMPENSATION COMMITTEE

    | • | the Human Resources and Compensation Committee has the discretion to assess the quality of our results in relation to our various performance measures and the risks taken to attain those results in approving final incentive payouts; |

  33. Objectives and Philosophies of the Executive Compensation Program

    | • | provide market competitive compensation to attract, retain and motivate highly-talented and ethical individuals at all levels who are focused on the long-term success of our business and who are equipped, motivated and poised to lead and manage our business presently and in the future; |

  34. Objectives and Philosophies of the Executive Compensation Program

    | • | promote accountability by providing executive officers a mix of cash and equity compensation, allocating a greater proportion of the compensation for executive officers, as compared to other team members, to elements that are dependent on the performance of our business; and |

  35. Categories and Elements of Executive Compensation

    | Category of Compensation | Element(s) of Compensation | Defined/Described Beginning on: | | Base Salaries | Base Salaries | Page 34 | | Annual Cash Incentive Compensation | Target Incentive Bonuses General RONA Bonuses Converted RONA Bonuses PGI Plan | Page 35 Page 37 Page 37 Page 39 | | Long-Term Incentive Compensation | LTIP Awards Stock Incentives | Page 40 Page 42 | | Employee Benefits | Various | Page 43 | | Executive Perquisites | Various | Page 49 |

  36. Board of Directors

    Board of Directors Our Board of Directors approves all incentive compensation plans and equity-based plans reviewed and recommended by the Committee and all other plans and programs which, by their terms, require approval of our Board. Our Board does not authorize or approve any other specific executive compensation matters. Our Board of Directors oversees the Committee’s activities and performance, including the identification, evaluation and monitoring of risks arising from our compensation policies and practices, and reviews all material information relating to executive compensation matters approved by the Committee. This oversight ensures that the Committee fulfills its duties and responsibilities and that the executive compensation program is reasonable and appropriate, meets its objectives and effectively serves the interests of our business and our shareholders.

  37. COMPENSATION CONSULTANTS AND BENCHMARKING

    COMPENSATION CONSULTANTS AND BENCHMARKING The Committee regularly monitors, reviews and evaluates our executive compensation program to ensure that it provides reasonable compensation ranges at competitive, appropriate and effective levels. The Committee engages Mercer Human Resource Consulting, an independent human resources and compensation consulting firm, which we refer to as Mercer, to assist the Committee in its monitoring, review and evaluation responsibilities, and to otherwise provide assistance and guidance to the Committee on executive officer and Director compensation matters. Mercer is a wholly owned subsidiary of Marsh & McLennan Companies, Inc. The Committee first engaged

  38. COMPENSATION CONSULTANTS AND BENCHMARKING

    | Parker-Hannifin Corporation | 2021 Proxy Statement ◆ 29 |

  39. COMPENSATION CONSULTANTS AND BENCHMARKING

    Mercer in fiscal year 2009 following a robust procurement process involving multiple consulting firms. The Committee selected Mercer based on its level of expertise and financial and strategic fit. Mercer reports directly to the Committee and attends all meetings of the Committee. The Committee has sole authority for the appointment, removal, replacement, compensation and oversight of Mercer and its affiliates for executive officer and Director compensation matters. Mercer provides a wide range of executive officer and Director compensation consulting services for the Committee. Mercer prepares and provides to the Committee a comprehensive annual review of base salaries, target annual cash incentive compensation, target long-term incentive compensation and target total cash and direct compensation for all of our executive officers. Mercer uses this annual review to advise the Committee with respect to the effectiveness and competitiveness of our executive compensation program. The Committee considers this annual review when establishing compensation levels and otherwise to ensure that our executive compensation program remains competitive and effective. Mercer uses proxy statement data and surveys published by leading human resources and compensation consultants to conduct market analyses of base salaries, target annual bonuses, target long-term incentive compensation and target total cash and direct compensation offered to executives of other diversified industrial companies with revenues and market values comparable to ours, which we refer to as the Peer Group or Peer Group companies. Mercer also uses broader market data on companies outside of the Peer Group to the extent that it is available and appropriate. The Committee regularly reviews and, when necessary or advisable, updates the Peer Group to make sure it consists of companies that directly compete with us for talented team members and shareholder investment, and it otherwise represents a meaningful group of peers. In evaluating the Peer Group companies, the Committee looks for companies in the Diversified Industrials sector with characteristics and business strategies similar to ours. For fiscal year 2021, the Committee removed SPX Flow, Inc. from the Peer Group, replacing it with Ingersoll Rand Inc. as a more appropriate comparator. Except for those changes, the Peer Group companies for fiscal year 2021 remained the same as fiscal year 2020 and consisted of the following companies:

  40. COMPENSATION CONSULTANTS AND BENCHMARKING

    | Peer Group Companies | | | | • Caterpillar Inc. | • Eaton Corporation plc | • Ingersoll Rand Inc. | | • Colfax Corporation | • Emerson Electric Co. | • ITT Inc. | | • Cummins Inc. | • Flowserve Corporation | • Johnson Controls International plc | | • Danaher Corporation | • Fortive Corporation | • Rockwell Automation, Inc. | | • Deere & Company | • Honeywell International Inc. | • Textron Inc. | | • Dover Corporation | • Illinois Tool Works Inc. | • Trane Technologies plc |

  41. COMPENSATION CONSULTANTS AND BENCHMARKING

    Mercer also provided other compensation consulting services to the Committee during fiscal year 2021, including:

  42. COMPENSATION CONSULTANTS AND BENCHMARKING

    | • | preparing for and participating in the Committee’s meetings and conference calls, including advance and subsequent meetings with the chair of the Committee and senior management; |

  43. COMPENSATION CONSULTANTS AND BENCHMARKING

    | • | conducting a pay-for-performance review to evaluate the level of alignment between our executive compensation program and performance levels relative to our Peer Group companies; |

  44. COMPENSATION CONSULTANTS AND BENCHMARKING

    | • | preparing and providing to the Committee a comprehensive review of compensation provided to our non-management Directors; |

  45. COMPENSATION CONSULTANTS AND BENCHMARKING

    | • | assessing our free-cash flow performance versus peers over a one, three and five-year period; |

  46. COMPENSATION CONSULTANTS AND BENCHMARKING

    | • | working with management to conduct the annual compensation risk review; and |

  47. COMPENSATION CONSULTANTS AND BENCHMARKING

    | • | periodically assisting management on other select executive compensation topics. |

  48. COMPENSATION CONSULTANTS AND BENCHMARKING

    In fiscal year 2021, we paid $232,291 in fees, administrative charges, out-of-pocket expenses and other costs to Mercer for executive officer and Director compensation consulting services provided to the Committee.

  49. COMPENSATION CONSULTANTS AND BENCHMARKING

    | 30 ◆ 2021 Proxy Statement | Parker-Hannifin Corporation |

  50. COMPENSATION CONSULTANTS AND BENCHMARKING

    We also directly engage Marsh & McLennan Companies, Inc. and its affiliates (including Mercer) in the ordinary course of business, without the approval of our Board of Directors or the Committee, to provide services in areas other than executive officer and Director compensation. These additional services included:

  51. COMPENSATION CONSULTANTS AND BENCHMARKING

    | • | consulting services regarding life insurance, prescription drug and other benefits programs for our team members generally; |

  52. COMPENSATION CONSULTANTS AND BENCHMARKING

    | • | consulting services regarding investment options available under our benefit plans for our team members generally; |

  53. COMPENSATION CONSULTANTS AND BENCHMARKING

    | • | providing benchmarking surveys for information on compensation and benefits for our team members generally; and |

  54. COMPENSATION CONSULTANTS AND BENCHMARKING

    | • | providing services as an insurance broker. |

  55. COMPENSATION CONSULTANTS AND BENCHMARKING

    In fiscal year 2021, we paid $1,073,407 in fees, administrative charges, commissions, out-of-pocket expenses and other costs to Marsh & McLennan Companies, Inc. and its affiliates (including Mercer) for these additional services. The majority of these fees were not paid pursuant to engagements of Marsh & McLennan Companies, Inc. by management, but were rather either paid by our third-party administrators to Marsh & McLennan Companies, Inc. relating to risk insurance and for insurance and prescription drug services provided under our team member health and welfare plans, or were direct engagements with Marsh & McLennan Companies, Inc. made by various divisions worldwide for market surveys related to those particular divisions. The consolidated revenues of Marsh & McLennan Companies, Inc. were $17.2 billion as reported in its Annual Report on Form 10-K for the fiscal year ended December 31, 2020. The Committee has considered and assessed all relevant factors, including but not limited to those set forth in Rule 10C-1(b)(4)(i) through (vi) under the Securities Exchange Act of 1934, that could give rise to a potential conflict of interest with respect to Mercer. Based on this review, we are not aware of any conflict of interest that has been raised by the work performed by Mercer. The Committee also periodically reviews the relationship with Mercer to determine whether sufficient internal safeguards are in place to ensure that Mercer provides services to the Committee independent of any influence from management. The Committee identified the following safeguards:

  56. COMPENSATION CONSULTANTS AND BENCHMARKING

    | • | Mercer reports directly to the Committee and not to management on executive officer and Director compensation matters; |

  57. COMPENSATION CONSULTANTS AND BENCHMARKING

    | • | at each Committee meeting, Mercer and the Committee meet in executive session without members of management present; |

  58. COMPENSATION CONSULTANTS AND BENCHMARKING

    | • | all non-executive compensation services are provided by Mercer consultants who are not involved in providing executive officer and Director compensation consulting services to the Committee; |

  59. COMPENSATION CONSULTANTS AND BENCHMARKING

    | • | the Committee has exclusive authority to retain and set the compensation for Mercer’s executive officer and Director compensation consulting services; |

  60. COMPENSATION CONSULTANTS AND BENCHMARKING

    | • | the individual Mercer consultants to the Committee do not provide any services to us other than those provided for the Committee; |

  61. COMPENSATION CONSULTANTS AND BENCHMARKING

    | • | the individual Mercer consultants to the Committee do not participate in any client development activities that are not directly related to executive officer or Director compensation services for the Committee; and |

  62. COMPENSATION CONSULTANTS AND BENCHMARKING

    | • | the amounts paid to Mercer by the Committee are not directly impacted by any growth in the fees we pay to Marsh & McLennan Companies, Inc. and its affiliates (including Mercer). |

  63. COMPENSATION CONSULTANTS AND BENCHMARKING

    | Parker-Hannifin Corporation | 2021 Proxy Statement ◆ 31 |

  64. Allocation of Executive Compensation

    | • | Allocation between annual and long-term elements. The Committee considers Mercer’s annual review as it sets each executive officer’s base salary and annual cash incentive compensation to ensure that it is reasonable in the context of the midpoint value of his or her comparable position within the Peer Group. The Committee also considers Mercer’s annual review as it sets the total target value of each executive officer’s long-term incentive compensation as a multiple of the midpoint of the base salary range of his or her comparable position within the Peer Group companies. |

  65. Allocation of Executive Compensation

    | • | Allocation between cash and equity elements. Base salaries and annual cash incentive compensation are paid in cash. Long-term incentive compensation is generally paid in equity because of the long-term nature of equity awards and our desire to encourage performance that drives long-term shareholder value. |

  66. Committee Discretion

    Committee Discretion The Committee does not change the pre-determined performance goals or increase the amount of any at-risk compensation following the grant date except as permitted by applicable laws and regulations. The Committee may increase the amount of any award of annual cash incentive compensation made outside of the Performance Bonus Plan if appropriate to account for corporate policy changes, executive compensation program changes and major corporate programs, and to account for the negative impact of acquisitions on goodwill and amortization expense, losses on dispositions of real property during plant moves or shutdowns and other unexpected occurrences that negatively impact awards. The Committee may reduce the amount of any award of annual cash incentive compensation or long-term incentive compensation made outside of the Performance Bonus Plan other than Stock Incentives. The Committee also has the discretion to reduce the amount of any award made under the Performance Bonus Plan as long as the award, if eligible for such treatment, continues to qualify as “performance-based” compensation under Section 162(m). The Committee retains this downward discretion for the following purposes:

  67. Committee Discretion

    The Committee has historically exercised this downward discretion with respect to General RONA Bonuses awarded under the Performance Bonus Plan to the Chief Executive Officer, the Chief Financial Officer and certain other executive officers. At the beginning of the year, the Committee determines for each of these executive officers a General RONA Bonus award opportunity that is large enough to ensure that we meet our objectives for annual cash incentive compensation and, at the same time, preserve the ability of the Committee to exercise its discretion to reduce the amount of the award payout to an appropriate level as compared to the final payouts made to executive officers who receive annual cash incentive compensation outside the Performance Bonus Plan and after taking into account individual performance and contributions to the success of our business. In addition, our calculation methodology for LTIP Award payouts also allows the Committee to exercise this discretion with respect to LTIP Award payouts. Our executive compensation program provides the Named Executive Officers with the elements of compensation described below. All of these elements are designed to contribute to our continuing effort to achieve top-quartile performance among our peers and encourage behavior that promotes long-term value creation for our shareholders within the framework of The Win Strategy.

  68. Base Salaries

    | • | encourage and reward attainment of individual performance goals established during the annual performance review process; |

  69. Base Salaries

    The Committee establishes a base salary range for each Named Executive Officer by using Mercer’s annual review to analyze base salaries of persons holding comparable positions within the Peer Group companies. The Committee determines the base salary for each Named Executive Officer for the next fiscal year based on the Named Executive Officer’s annual performance review, and compares the amount to the applicable market range to make sure that it is reasonable. Among other matters, annual performance reviews and base salary adjustments consider performance and results aligned with The Win Strategy, including in certain of its ESG-related metrics such as, among others, team member safety, engagement and inclusion. The Committee may increase base salaries, where appropriate, periodically throughout the fiscal year based on the results of interim performance reviews. The Committee generally tries to target base salary amounts at approximately the median of the Peer Group companies. In fiscal year 2021, no base salary increases were given over fiscal year 2020 to officers remaining in their same role year-over-year. As part of our Company-wide cost control measures related to the economic downturn and COVID-19, the base salaries of our Named Executive Officers were reduced beginning in the fourth quarter of fiscal year 2020 and continued through the first quarter of fiscal year 2021 in the following amounts: by 50% for Mr. Williams; by 20% for Mr. Leombruno; by 30% for Mr. Banks; by 20% for Mr. Leonti; by 20% for Mr. Weeks; and by 25% for Ms. Suever. The table below reflects the base salary as approved by the Committee in August 2020, as well as the total base salary actually paid to each of the Named Executive Officers as of June 30, 2021, which is also included in the “Salary” column of the Summary Compensation Table for Fiscal Year 2021.

  70. Annual Cash Incentive Compensation

    Annual Cash Incentive Compensation Our executive officers are eligible to receive annual cash incentive compensation based on pre-determined financial and growth objectives that are dependent on free cash flow margin, return on net assets and revenue growth. This category of compensation consists of three specific elements, which we refer to as Target Incentive Bonuses, General RONA Bonuses, and Converted RONA Bonuses. All of the Named Executive Officers are eligible to receive Target Incentive Bonuses, General RONA Bonuses and Converted RONA Bonuses. As described beginning on page 37, Mr. Weeks is the only Named Executive Officer whose General RONA Bonus is subject to the application of our Profitable Growth Incentive Plan, which we refer to as the PGI Plan. The Committee allocates a significant portion of the total cash compensation for executive officers to annual cash incentive compensation, which is wholly dependent on achieving pre-determined financial and operational goals. At the beginning of fiscal year 2021, Target Incentive Bonuses, General RONA Bonuses and Converted RONA Bonuses, at target, represented the following percentages of base salary for each of our Named Executive Officers:

  71. Annual Cash Incentive Compensation

    | Target Percentage of Base Salary | | | Named Executive Officers | Target Incentive Bonuses General RONA Bonuses(2) and Converted RONA Bonuses | | Thomas L. Williams | 161% | | Todd M. Leombruno(1) | 82% | | Lee C. Banks | 108% | | Joseph R. Leonti | 74% | | Andrew M. Weeks | 74% | | Catherine A. Suever | 92% |

  72. Annual Cash Incentive Compensation

    | (1) Represents pro-rata target amounts taking into consideration Mr. Leombruno’s mid-year promotion effective January 1, 2021. (2) Because General RONA Bonuses are calculated based on actual base salary received during the fiscal year, the reductions in base salary in the first quarter of fiscal year 2021 as a result of actions taken in response to COVID-19 had an impact on General RONA bonus payouts. |

  73. Annual Cash Incentive Compensation

    The Committee pre-determines the performance measures applicable to each element by analyzing our annual goals and objectives for each performance measure and, for Target Incentive Bonuses, Mercer’s annual review. The Committee directly and materially links annual cash incentive compensation to performance that drives and supports The Win Strategy.

  74. Target Incentive Bonuses

    Target Incentive Bonuses During fiscal year 2021, the Named Executive Officers received annual cash incentive compensation based on our free cash flow margin, which we refer to as Target Incentive Bonuses. Free cash flow margin is calculated as the percentage of sales represented by actual operating cash flow less capital expenditures, excluding any discretionary pension contributions made during the fiscal year. The Committee identified free cash flow margin as a performance measure critical to the profitable growth and financial performance goals of The Win Strategy. Maximizing free cash flow allows us to continue to pay annual dividends, strategically acquire our outstanding shares, and reinvest in our business by funding innovation and financing growth through acquisitions of businesses and technologies. Target Incentive Bonuses encourage executive officers to maximize free cash flow by increasing net income, implementing lean initiatives, controlling

  75. Target Incentive Bonuses

    | Parker-Hannifin Corporation | 2021 Proxy Statement ◆ 35 |

  76. Target Incentive Bonuses

    inventory, collecting receivables, controlling accounts payable, and optimizing capital expenditures. We have also identified a strong correlation between increases in free cash flow and increases in operating earnings. Target Incentive Bonuses are designed to directly reward executive officers for free cash flow margin performance against our annual plan and the performance of the Peer Group. Specifically, the Committee determines the target award opportunity for each of the executive officers and establishes the levels of performance for threshold, target and maximum payouts after evaluating our annual plan for free cash flow margin and the one-year, three-year and five-year average free cash flow margin within the Peer Group. Based on this data, the Committee estimated that 5.5%, 9% and 12.5% free cash flow margins would represent bottom-quartile, median and top-quartile free cash flow margin results, respectively, within the Peer Group companies during fiscal year 2021. After review and consideration of such data and our annual plan for free cash flow margin, the Committee increased the free cash flow top-quartile and median payout thresholds for our Target Incentive Bonuses from fiscal year 2020 levels of 12% and 8.5%, respectively, to 9% and 12.5%, respectively, for fiscal year 2021, and kept the bottom quartile threshold the same as fiscal year 2020 at 5.5%. The following table illustrates how final fiscal year 2021 Target Incentive Bonus amounts would be calculated:

  77. Target Incentive Bonuses

    | FY21 Free Cash Flow Margin: | Less than 5.5% | 5.5% | 9% | Greater than or equal to 12.5% | | Payout % | 0% | 50% | 100% | 200% |

  78. Target Incentive Bonuses

    This table illustrates that each recipient of a Target Incentive Bonus would receive a year-end payout of 100% of his or her target award if our free cash flow margin for fiscal year 2021 was 9.0% and a maximum payout of 200% of his or her target award if our free cash flow margin was greater than or equal to 12.5%, representing top-quartile free cash flow margin. This table also illustrates that no Target Incentive Bonuses would be paid if our free cash flow margin for fiscal year 2021 was less than 5.5%. The payout percentage that is applied is interpolated on a linear basis between the points in the above table. In consideration of the foregoing, at the beginning of fiscal year 2021, the Committee approved the following Target Incentive Bonuses in the table below for each of the Named Executive Officers. Our actual free cash flow margin for fiscal year 2021 was 16.48% (calculated by taking the difference of fiscal year 2021 cash flow from operating activities of $2,575,001,000 less fiscal year 2021 capital expenditures of $209,957,000 and dividing the result by fiscal year 2021 net sales of $14,347,640,000). Accordingly, each of the Named Executive Officers received 200% of their Target Incentive Bonus award. These amounts are shown in the table below and are included in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table for Fiscal Year 2021.

  79. Target Incentive Bonuses

    | Named Executive Officer | Target Incentive Bonus ($) | Actual Target Incentive Bonus Amount ($) | | Thomas L. Williams | 927,500 | 1,855,000 | | Todd M. Leombruno(1) | 173,050 | 346,100 | | Lee C. Banks | 472,500 | 945,000 | | Joseph R. Leonti | 194,200 | 388,400 | | Andrew M. Weeks | 150,300 | 300,600 | | Catherine A. Suever(2) | 160,000 | 320,000 |

  80. Target Incentive Bonuses

    | (1) Mr. Leombruno’s Target Incentive Bonus award was set at $78,100 at the beginning of fiscal year 2021, with an adjusted Target Incentive Bonus award of $268,000, effective January 1, 2021 due to his promotion to Executive Vice President and Chief Financial Officer. Mr. Leombruno’s pro-rata target award was $173,500 for fiscal year 2021. (2) Ms. Suever retired effective December 31, 2020. |

  81. Target Incentive Bonuses

    Target Incentive Bonuses are paid in one lump sum in August for each executive officer whose Target Incentive Bonus is awarded under the Performance Bonus Plan, and are paid in three installments in March, June and August for all other executive officers. The March and June payments are estimated based on year-to-date results, and the August payment represents the balance of the Target Incentive Bonus payable based on the actual results for the entire fiscal year. We generally hold back 25% of the year-to-date estimate from each March and

  82. Target Incentive Bonuses

    | 36 ◆ 2021 Proxy Statement | Parker-Hannifin Corporation |

  83. Target Incentive Bonuses

    June payment to ensure that we have the flexibility to reconcile the August payments to final year-end results. All payments are made in cash, except that the August payment may, at the election of the recipient, be deferred as a credit to the recipient’s account under the Executive Deferral Plan, which we describe in the section, “Non-Qualified Benefit Plans”.

  84. General RONA Bonuses and Converted RONA Bonuses

    General RONA Bonuses and Converted RONA Bonuses During fiscal year 2021, each of the Named Executive Officers was eligible for, and received, annual cash incentive compensation based on our return on net assets, which we refer to as General RONA Bonuses and Converted RONA Bonuses. The Committee awards General RONA Bonuses to our executive officers to encourage and reward performance which maximizes our returns on net assets. The Committee awards Converted RONA Bonuses to our executive officers in place of certain executive perquisites. The performance measures used to determine payouts on General RONA Bonuses are as follows:

  85. General RONA Bonuses and Converted RONA Bonuses

    | • | for executive officers who receive General RONA Bonuses under the Performance Bonus Plan, return on consolidated net assets; |

  86. General RONA Bonuses and Converted RONA Bonuses

    | • | for executive officers who are operating group presidents and do not receive General RONA Bonuses under the Performance Bonus Plan or who are not Executive Vice Presidents, return on average division net assets for divisions in the applicable operating group; and |

  87. General RONA Bonuses and Converted RONA Bonuses

    | • | for all other executive officers, return on average net assets for all divisions. |

  88. General RONA Bonuses and Converted RONA Bonuses

    The performance measure used to determine the amount of the payouts on Converted RONA Bonuses is the return on average net assets for all of our divisions. Return on net assets is calculated by dividing earnings (year-to-date segment operating income) by average assets (average of inventory, accounts receivable, prepaid expenses, property, plant and equipment, goodwill and intangibles, less trade accounts payable and contract reserves), at the beginning of the fiscal year and at the end of each applicable quarter. The Committee identified return on net assets as a performance measure critical to the financial performance and profitable growth goals of The Win Strategy. The Committee uses General RONA Bonuses and Converted RONA Bonuses to encourage executive officers and other team members to increase segment operating income and control net average assets by reducing investments in assets and increasing efficiency in managing those investments. In addition, General RONA Bonuses and Converted RONA Bonuses encourage executive officers and other team members to increase sales and to reduce operating expenses and other costs associated with managing our working capital and investments. The Committee also believes that offering Converted RONA Bonuses in lieu of certain eliminated executive perquisites is appropriate to keep us competitive in attracting, retaining, and motivating present and future executive officers and to hold our executive officers accountable for results. General RONA Bonuses awarded under the Performance Bonus Plan are paid in one lump sum in August. General RONA Bonuses awarded outside the Performance Bonus Plan and Converted RONA Bonuses, which are not awarded under the Performance Bonus Plan, are paid in four installments in October, January, April and August. Each installment is based on actual year-to-date results. We generally hold back 25% of the year-end estimate from each October, January and April installment to ensure that we have the flexibility to reconcile the August payments with final year-end results. All payments are made in cash, except that General RONA Bonus payments made in August may, at the election of the recipient, be deferred as a credit to the recipient’s Executive Deferral Plan account. The Committee determines and calculates General RONA Bonuses and Converted RONA Bonuses as follows:

  89. General RONA Bonuses and Converted RONA Bonuses

    | • | Setting Target Amounts: During the first quarter of the fiscal year, the Committee determines target General RONA Bonuses and target Converted RONA Bonuses for each of the executive officers. The Committee makes these determinations after review and consideration of Mercer’s annual review, and focuses on setting targets that are reasonable in relation to the median of similar compensation offered to executives in similar positions by the Peer Group companies. |

  90. General RONA Bonuses and Converted RONA Bonuses

    | • | Converting Target Amounts to “RONA shares”: Once determined, the target amounts set for General RONA Bonuses and Converted RONA Bonuses are converted into a number of “RONA shares” based |

  91. General RONA Bonuses and Converted RONA Bonuses

    | Parker-Hannifin Corporation | 2021 Proxy Statement ◆ 37 |

  92. General RONA Bonuses and Converted RONA Bonuses

    | on our annual goals for return on net assets. In fiscal year 2021, we established and communicated an overall goal of 21.4% return on net assets on a consolidated basis, with a target “multiple” of 5% of base salary for each “share”. The target amounts were converted into “shares” at the 5% target multiple by dividing the executive officer’s General RONA Bonus or Converted RONA Bonus target by the product of the executive officer’s base salary and the 5% target “multiple.” |

  93. General RONA Bonuses and Converted RONA Bonuses

    | • | Determining the Actual Multiple: At each installment date, the actual return on net assets is calculated and, as follows, used to determine the actual “multiple”: (a) for that portion of the applicable return on net assets which is less than or equal to 35%, the actual multiple is 1% for every 5.6% of return on net assets; and (b) for that portion of return on net assets in excess of 35%, the actual multiple is 1% for every 11.2% of the excess. We allow our divisions to consider the benefit of intercompany sales when calculating return on net assets, and, therefore, to compensate for this additional benefit, we require an actual return on net assets of 28% for a payout multiple at the 5% target (i.e., 28.0% ÷ 5.6%). In other words, the 28% internal goal represents our estimate of division-level return on net assets performance (which would include intercompany sales) needed to achieve 21.4% return on net assets on a consolidated basis (after excluding intercompany sales). |

  94. General RONA Bonuses and Converted RONA Bonuses

    | • | Calculating the Actual RONA Bonuses: For General RONA Bonuses and Converted RONA Bonuses, the amounts of the actual bonuses earned are calculated by multiplying the executive officer’s “shares” by his or her multiple, and multiplying that total by his or her base salary for the fiscal year. |

  95. General RONA Bonuses and Converted RONA Bonuses

    The following tables show each of the Named Executive Officers’ General RONA Bonus and Converted RONA Bonus target amounts, “shares”, “multiples” and actual amounts.

  96. General RONA Bonuses and Converted RONA Bonuses

    | General RONA Bonuses | | | | | | | Named Executive Officer | Base Salary Earned(1) | Target General RONA Bonus Amount | Target General RONA Bonus “Shares” | General RONA Bonus “Multiple” | Actual General RONA Bonus Amount | | Thomas L. Williams | $1,159,375 | $1,126,250 | 17 | 6.90% | $1,359,947 | | Todd M. Leombruno(2) | 510,725 | 209,325 | 7.97 | 6.90% | 280,785 | | Lee C. Banks | 971,250 | 577,500 | 11 | 6.90% | 737,179 | | Joseph R. Leonti(3) | 615,030 | 226,520 | 7 | 6.90% | 497,059 | | Andrew M. Weeks(4) | 571,140 | 240,480 | 8 | 8.91% | 407,109 | | Catherine A. Suever | 350,000 | 360,000 | 9 | 6.90% | 217,350 |

  97. General RONA Bonuses and Converted RONA Bonuses

    | Reflects reductions in the first quarter of fiscal year 2021 in connection with cost reduction actions associated with the economic downturn and our COVID-19 response.(1) |

  98. General RONA Bonuses and Converted RONA Bonuses

    | Mr. Leombruno’s Target General RONA Bonus was increased by 15%, from 30% to 45%, as a result of his promotion to Executive Vice President and Chief Financial Officer effective January 1, 2021, and his target General RONA Bonus shares were increased to 9 shares. The amounts in the table above reflect Mr. Leombruno’s pro-rata RONA Bonus for fiscal year 2021.(2) |

  99. General RONA Bonuses and Converted RONA Bonuses

    | As detailed below, the Committee determined to exercise less negative reduction with respect to Mr. Leonti’s General RONA Bonus in recognition of his significant contributions to the success of the Company’s growth initiatives under The Win Strategy in fiscal year 2021.(3) |

  100. General RONA Bonuses and Converted RONA Bonuses

    | In fiscal year 2021, Mr. Weeks received his General RONA Bonus under the Performance Bonus Plan. As a result, the Committee used return on consolidated net assets to determine that his maximum General RONA Bonus “Multiple” was 8.91%. As described below, however, Mr. Weeks’ General RONA Bonus “Multiple” was reduced to 6.86% upon the Committee’s exercise of downward discretion, and then increased to 8.91% after applying his PG RONA Multiplier under our PGI Plan.(4) |

  101. General RONA Bonuses and Converted RONA Bonuses

    | 38 ◆ 2021 Proxy Statement | Parker-Hannifin Corporation |

  102. General RONA Bonuses and Converted RONA Bonuses

    | | Converted RONA Bonuses | | | | | Named Executive Officer | Target Converted RONA Bonus Amount | Converted RONA Bonus “Shares” | Converted RONA Bonus “Multiple” | Actual Converted RONA Bonus Amount | | Thomas L. Williams | $80,490 | 1.19 | 6.90% | $111,076 | | Todd M. Leombruno | 54,175 | 1.48(1) | 6.90% | 74,762 | | Lee C. Banks | 80,060 | 1.69 | 6.90% | 110,483 | | Joseph R. Leonti | 55,040 | 1.86 | 6.90% | 75,955 | | Andrew M. Weeks | 55,040 | 1.86 | 6.90% | 75,955 | | Catherine A. Suever | 55,220 | 1.48 | 6.90% | 35,837 |

  103. General RONA Bonuses and Converted RONA Bonuses

    | At the beginning of fiscal year 2021, Mr. Leombruno was awarded 2.80 Converted RONA Bonus Shares with a target Converted RONA Bonus amount of $53,150. As a result of his promotion to Executive Vice President and Chief Financial Officer in January 2021, his target award was revised to $55,220, and he was awarded 1.48 Converted RONA Bonus Shares. Mr. Leombruno’s pro rata target Converted RONA Bonus amount was $54,175.(1) |

  104. General RONA Bonuses and Converted RONA Bonuses

    Each of the Named Executive Officers received the General RONA Bonuses and Converted RONA Bonuses included in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table for Fiscal Year 2021. In arriving at these amounts, the Committee compared the original award opportunities for executive officers receiving General RONA Bonuses under the Performance Bonus Plan (including each of the Named Executive Officers except Mr. Leombruno) with the final payout amounts of annual cash incentive compensation for the other executive officers, and evaluated the individual performance and contributions to the success of our business of the executive officers receiving General RONA Bonuses under the Performance Bonus Plan. Based on that comparison and evaluation, the Committee determined that it would be appropriate to exercise downward discretion and reduce the final General RONA Bonus payout amounts for General RONA Bonuses awarded to the Named Executive Officers under the Performance Bonus Plan by approximately 50.4% (except in Mr. Leonti’s case, the Committee determined to reduce his payout amount by approximately 16.9% in recognition of his significant contributions to the success of the Company’s growth initiatives under The Win Strategy in fiscal year 2021). The amounts reported in the General RONA Bonuses table above represent the final amounts paid to the Named Executive Officers following those exercises of discretion. Converted RONA Bonus payments are not eligible for deferral under the Executive Deferral Plan, the Retirement Savings Plan, or the Savings Restoration Plan. Converted RONA Bonuses are also not considered in calculating benefits under the Pension Plan, the Pension Restoration Plan, the Supplemental Retirement Program, the Defined Contribution Supplemental Retirement Program, the Executive Long-Term Disability Plan, and the Change in Control Agreements. The Committee determined that it would not be appropriate to allow Converted RONA Bonuses to be deferred under those plans or considered in those calculations because they are intended to replace executive perquisites which, historically, were not used or taken into account for those purposes.

  105. Profitable Growth Incentive Plan

    Profitable Growth Incentive Plan Our PGI Plan is designed to implement the strategies and advance the goals of The Win Strategy by encouraging and rewarding participants for sales growth, organically and through acquisitions at the operating group or division level. The Committee identified sales growth, organically and through acquisitions, as a performance measure critical to advance the financial performance and profitable growth goals of The Win Strategy. Under our PGI Plan, the General RONA Bonuses for participants may be adjusted after each fiscal year on the basis of a multiplier, which we refer to as the PG RONA Multiplier, that is determined by the three-year compound annual growth rate of external customer sales for the applicable operating group or division, which we refer to as 3-year CAGR. The following table sets forth examples of the PG RONA Multiplier that may be applied to, and which may increase or decrease, the General RONA Bonuses under our PGI Plan after each fiscal year:

  106. Profitable Growth Incentive Plan

    | Parker-Hannifin Corporation | 2021 Proxy Statement ◆ 39 |

  107. Profitable Growth Incentive Plan

    | 3-year CAGR: | Less than or equal to -5% | 3%-5% | 8% | Greater than or equal to 15% | | PG RONA Multiplier: | 90% | 100% | 105% | 130% |

  108. Profitable Growth Incentive Plan

    The PG RONA Multiplier is interpolated on a linear basis between the points in the above table. Of our executive officers, only our operating group presidents’ General RONA Bonuses are subject to our PGI Plan, and, therefore, the PGI Plan applies to Mr. Weeks, but not to any of our other Named Executive Officers. During fiscal year 2021, the three-year CAGR applicable to: Mr. Weeks’ General RONA Bonus was 17.52%, resulting in a PG RONA Multiplier of 130%. This PG RONA Multiplier was applied to Mr. Weeks’ final RONA Bonus causing the increase from a 6.86% General RONA Bonus multiple to 8.91% for Mr. Weeks, as reflected in the General RONA Bonuses table above.

  109. Long-Term Incentive Compensation

    Long-Term Incentive Compensation The Named Executive Officers receive long-term incentive compensation consisting of long-term incentive performance awards, which we refer to as LTIP Awards, and stock appreciation rights, which we refer to as Stock Incentives. The target amounts of LTIP Awards and the number of Stock Incentives awarded to the Named Executive Officers are based on similar compensation awarded to persons holding comparable positions within the Peer Group companies. LTIP Awards and Stock Incentives encourage long-term focus on shareholder value and are directly and materially linked to performance that advances both the financial performance and profitable growth goals of The Win Strategy over the long-term. LTIP Award payouts are based on a comparison of our performance against the Peer Group companies in certain key financial metrics over a three-year performance period. The holders of Stock Incentives realize a payout only if our stock price increases above the applicable grant price over a three-year pro-rata vesting period. LTIP Awards and Stock Incentives work together to align the long-term financial interests of our executive officers and shareholders. LTIP Awards are granted to eligible employees on an annual basis at the January meeting of the Committee. This meeting is typically scheduled at least one year in advance. The only exceptions to this practice are that prorated LTIP Awards are granted to individuals who become executive officers, are promoted to new executive officer positions, or are given increased responsibilities during a performance period. Stock Incentives are granted to eligible team members on an annual basis at the August meeting of the Committee. This meeting is typically scheduled at least one year in advance. The Committee does not grant LTIP Awards or Stock Incentives to executive officers in anticipation of the release of significant positive earnings announcements or other material non-public information likely to result in changes to the price of our common stock. Similarly, the Committee does not time the release of material non-public information based on Stock Incentive grant dates.

  110. LTIP Awards

    LTIP Awards During the third quarter of fiscal year 2011, the Committee adopted a Long-Term Incentive Performance Plan under the Performance Bonus Plan, which we refer to as the Officer LTIP Plan, to establish the terms and conditions for LTIP Awards granted to our executive officers during and after fiscal year 2011. During the third quarter of fiscal year 2021, the Committee granted to each of the Named Executive Officers, under the terms of the Officer LTIP Plan and our Amended and Restated 2016 Omnibus Stock Incentive Plan, which we refer to as the Amended 2016 Equity Plan, the following target LTIP Award values for the calendar year 2021-22-23 performance period based on the following target LTIP Award values for the calendar year 2021-22-23 performance period:

  111. LTIP Awards

    | 40 ◆ 2021 Proxy Statement | Parker-Hannifin Corporation |

  112. LTIP Awards

    | Named Executive Officer | Target LTIP Award Shares | Target LTIP Award Values ($) | | Thomas L. Williams | 19,388 | 5,250,000 | | Todd M. Leombruno(1) | 5,536 | 1,500,000 | | Lee C. Banks | 8,856 | 2,400,000 | | Joseph R. Leonti | 2,587 | 700,000 | | Andrew M. Weeks | 2,587 | 700,000 | | Catherine A. Suever(2) | — | — |

  113. LTIP Awards

    | Mr. Leombruno also received supplemental LTIP awards for the calendar years 2019-20-21 and 2020-21-22 performance periods in the amounts of 2,373 and 3,427 target shares respectively, for a total number of 5,800 additional LTIP target shares in connection with his promotion to Executive Vice President and Chief Financial Officer.(1) |

  114. LTIP Awards

    | Ms. Suever retired effective December 31, 2020 and did not receive LTIP awards in fiscal year 2021.(2) |

  115. LTIP Awards

    The target LTIP Award shares shown in this table (along with the awarded dividend equivalent units applicable to the calendar years 2021-22-23 performance period) are also included in the “Estimated Future Payouts Under Equity Incentive Plan Awards—Target” column of the Grants of Plan-Based Awards for Fiscal Year 2021 table. The “Stock Awards” column of the Summary Compensation Table for Fiscal Year 2021 includes the aggregate grant date fair value of these awards in fiscal year 2021. Under the Officer LTIP Plan, the actual payouts for these LTIP Awards will be calculated following the three-year performance period ending December 31, 2023, as follows:

  116. LTIP Awards

    | • | The Committee will first determine if, during the performance period, we achieved an average return on average equity of 4% or an average free cash flow margin of 4%. |

  117. LTIP Awards

    | • | If at least one of these threshold performance measures above are not achieved, participants will not receive a payout. |

  118. LTIP Awards

    | • | If at least one of these threshold performance measures above are achieved, participants will become eligible to receive the maximum payout of 200% of the applicable target LTIP Award value. The Committee will then, if appropriate, apply its discretion to reduce the final payouts based on any performance measures that the Committee determines to be appropriate. The Committee determined that this calculation methodology would provide the Committee with more flexibility to ensure payout levels are as accurately reflective of the Company’s performance against the Peer Group as possible and are otherwise in the best interests of our business and our shareholders. |

  119. LTIP Awards

    To provide the Committee with guidelines for exercising its discretion, the Officer LTIP Plan provides that the Committee may, among other things, following the calendar years 2021-22-23 performance period compare our revenue growth, growth in fully diluted earnings per share from continuing operations and average return on invested capital from continuing operations against the corresponding results of the Peer Group companies during their three most recent fiscal years. The Committee has identified long-term revenue growth, earnings per share growth and return on invested capital as performance measures critical to the financial performance and profitable growth goals of The Win Strategy because, among other things, they encourage our executive officers to provide on-time delivery of quality products, value-added services and systems, strategic supply chain, lean enterprise, value pricing, market-driven innovation and strong distribution. Specifically, the Officer LTIP Plan provides for using weights of 20% for revenue growth, 40% for growth in fully diluted earnings per share from continuing operations, and 40% for average return on invested capital from continuing operations for the applicable performance periods, and the following table to calculate final LTIP Award payouts:

  120. LTIP Awards

    | Parker-Hannifin Corporation | 2021 Proxy Statement ◆ 41 |

  121. LTIP Awards

    | Peer Group Percentile Rank: | Less than 35th | 35th | 50th | 75th or higher | | Payout% | 0% | 50% | 100% | 200% |

  122. LTIP Awards

    At the end of calendar year 2023, if we achieve an average return on average equity or an average free cash flow margin of 4% or greater, the Committee may exercise discretion in determining the appropriate payout by determining our percentile rank as compared to the Peer Group for each of the three performance measures. Using this table, the Committee will calculate the portion of the target LTIP Award value earned with respect to each performance measure. The Committee will multiply each portion by its applicable weight and add up the total to determine the total LTIP Award payout for the calendar years 2021-22-23 performance period. This table illustrates that recipients of LTIP Awards granted during calendar year 2021 will receive the maximum payout of 200% of the applicable target LTIP Award value if we rank at or above the 75th percentile among the Peer Group companies in the aggregate based on all three performance measures, and will receive no payout if we rank at or below the 35th percentile in the aggregate based on all three performance measures. The payout percentage that is applied is interpolated on a linear basis between the points in the above table. LTIP Award payouts for the calendar years 2021-22-23 performance period may only be paid after the end of the applicable three-year performance period in unrestricted shares of our common stock. The Committee designed these LTIP Awards to reward executive officers directly in relation to our long-term performance against the Peer Group. The Committee determined that requiring performance in excess of the 50th percentile for a payout in excess of 100% would encourage executive officers to achieve performance above median Peer Group performance. The Committee also determined that requiring performance at the 75th percentile for a maximum payout, and awarding no payout for performance at or below the 35th percentile, would further encourage executive officers to achieve top-quartile performance within the Peer Group companies. In addition, each of the Named Executive Officers received a payout under LTIP Awards granted during the third quarter of fiscal year 2018 for the three-year performance period ending December 31, 2020. We exceeded our threshold performance measures with an average return on average equity for the three-year performance period of 22.9% and average free cash flow margin for the three-year performance period of 14%. The Committee decided to exercise discretion to determine the appropriate payout and determined that we achieved the following percentile rankings among the Peer Group companies with respect to the LTIP Award performance measures for the calendar years 2018-19-20 performance period:

  123. LTIP Awards

    | Performance Measure | Result | Percentile Rank | Weighted Payout Percentage | | Revenue Growth (20%) | 1.16% | 78th | 40% | | Earnings Per Share Growth (40%) | 36.14% | 67th | 66.66% | | Average Return on Invested Capital (40%) | 15.46% | 72nd | 75.56% |

  124. LTIP Awards

    As a result, each of the Named Executive Officers received the LTIP Award payout during fiscal year 2021 included in the “Number of Shares Acquired on Vesting” column of the Option Exercises and Stock Vested for Fiscal Year 2021 table. Each payment represents a total payout of 182.21% of the target LTIP Award values for the three-year performance period ended December 31, 2020.

  125. Qualified Benefit Plans

    Qualified Benefit Plans During fiscal year 2021, the Named Executive Officers participated in the following tax-qualified benefit plans and programs:

  126. Qualified Benefit Plans

    | • | The Parker-Hannifin Consolidated Pension Plan, which we refer to as the Pension Plan, except for Messrs. Leonti and Weeks who are not eligible to participate in the Pension Plan; and |

  127. Qualified Benefit Plans

    | • | The Parker Retirement Savings Plan, which we refer to as the Retirement Savings Plan. |

  128. Qualified Benefit Plans

    The Pension Plan is a qualified defined benefit pension plan in which most full-time non-union U.S. salaried employees hired prior to April 1, 2004, participate. The Pension Plan offers normal retirement, early retirement and death benefits. The monthly normal retirement benefit is the greater of a minimum benefit and an amount based on final average pay. The minimum benefit and final average pay amounts are calculated as follows:

  129. Qualified Benefit Plans

    | Parker-Hannifin Corporation | 2021 Proxy Statement ◆ 43 |

  130. Qualified Benefit Plans

    | Minimum Benefit: | $21.00 multiplied by years of service, up to a maximum of 40 years. | | Final Average Pay Amount: | ◆ 0.75% of the highest five consecutive year average of monthly base salary, Target Incentive Bonuses and General RONA Bonuses up to the social security wage base, multiplied by years of service up to a maximum of 35 years; plus ◆ 1.36% of the highest five consecutive year average of monthly base salary, Target Incentive Bonuses and General RONA Bonuses in excess of the social security wage base, multiplied by years of service up to a maximum of 35 years; plus ◆ 0.50% of the highest five consecutive year average of monthly base salary, Target Incentive Bonuses and General RONA Bonuses multiplied by years of service in excess of 35 up to a maximum of five years. |

  131. Qualified Benefit Plans

    The amount of the benefit is reduced by 6% per year for each year prior to age 65 if retirement occurs and payments commence before age 65 and after age 55. We elected to freeze new participation in the Pension Plan in 2004. All participants as of April 1, 2004, were given the option to either remain in the Pension Plan or terminate in favor of maintaining a retirement income account under the Retirement Savings Plan. Employees hired after April 1, 2004, including Messrs. Leonti and Weeks, were not eligible to participate in the Pension Plan and instead maintain a retirement income account under the Retirement Savings Plan. Each of the Named Executive Officers who are in the Pension Plan elected to remain in and continue to accrue benefits under the Pension Plan. All benefits accrued by team members who elected to terminate participation in the Pension Plan were frozen as of June 30, 2004. Those team members initiated their retirement income accounts on July 1, 2004. The Retirement Savings Plan is a qualified defined contribution pension plan under Section 401(k) of the Internal Revenue Code. Most full-time U.S. team members are eligible to participate in the Retirement Savings Plan. Participants may make pre-tax and post-tax contributions to the Retirement Savings Plan up to the applicable statutory limit. Converted RONA Bonuses are not eligible for deferral under the Retirement Savings Plan. We provide to each participant a matching contribution of 100% on the first 3% of pay contributed and 50% on the 4th and 5th percent of pay contributed on a pre-tax basis or Roth basis. As described above, certain participants also maintain a retirement income account within the Retirement Savings Plan. We provide to each holder of a retirement income account an annual contribution equal to a percentage of the amount of the participant’s annual compensation up to the Internal Revenue Service statutory limit (currently $285,000 per year), based on age and length of service. These contributions range from 0.5% to 6% of the participant’s compensation which does not exceed that limit. Participants accrue earnings on contributions based on the performance of various investment funds available within the Retirement Savings Plan. The contributions made by us under the Retirement Savings Plan for the Named Executive Officers during fiscal year 2021 are included in the “All Other Compensation” column of the Summary Compensation Table for Fiscal Year 2021 on page 52.

  132. Non-Qualified Benefit Plans

    Non-Qualified Benefit Plans During fiscal year 2021, the Named Executive Officers participated in the following non-qualified benefit plans and programs:

  133. Non-Qualified Benefit Plans

    | • | The Parker-Hannifin Corporation Savings Restoration Plan, which we refer to as the Savings Restoration Plan; |

  134. Non-Qualified Benefit Plans

    | • | The Parker-Hannifin Corporation Executive Deferral Plan, which we refer to as the Executive Deferral Plan, except for Mr. Weeks who does not participate in the Executive Deferral Plan; |

  135. Non-Qualified Benefit Plans

    | • | The Parker-Hannifin Corporation Pension Restoration Plan, which we refer to as the Pension Restoration Plan, except for Messrs. Leonti and Weeks who are not eligible to participate in the Pension Restoration Plan as they are not participants in the Pension Plan; |

  136. Non-Qualified Benefit Plans

    | • | The Parker-Hannifin Corporation Supplemental Executive Retirement Benefits Program, which we refer to as the Supplemental Retirement Program, except for Messrs. Leonti and Weeks who are not eligible to participate in the Supplemental Retirement Program; and |

  137. Non-Qualified Benefit Plans

    | 44 ◆ 2021 Proxy Statement | Parker-Hannifin Corporation |

  138. Non-Qualified Benefit Plans

    | • | The Parker-Hannifin Corporation Defined Contribution Supplemental Executive Retirement Program, which we refer to as the Defined Contribution Supplemental Retirement Program (Messrs. Leonti and Weeks are the only Named Executive Officers who participate in the Defined Contribution Supplemental Retirement Program). |

  139. Non-Qualified Benefit Plans

    The Savings Restoration Plan is available to team members who earn base salaries equal to or in excess of $150,000 per year and who are otherwise eligible to participate in the plan. The Savings Restoration Plan was established to restore deferral opportunities and matching contributions lost because of statutory limits in the Retirement Savings Plan. Specifically, the Savings Restoration Plan allows executive officers to defer a portion of their pre-tax compensation and receive matching contributions from us that would have been available under the Retirement Savings Plan if the Internal Revenue Service statutory limit did not exist. Converted RONA Bonuses are not eligible for deferral under the Savings Restoration Plan. Each Named Executive Officer may annually defer to his or her Savings Restoration Plan account any portion of the compensation that he or she cannot defer under the Retirement Savings Plan due to the statutory limit, other than Converted RONA Bonuses, up to the greater of 20% of base pay or $25,000. We provide to each participant a matching contribution of common stock equal to 100% on the first 3% of pay contributed and 50% on the 4th and 5th percent of pay contributed, reduced by the maximum matching contribution available to the participant under the Retirement Savings Plan. We also take into account the matching contributions made under the Retirement Savings Plan to ensure that the maximum match under both plans does not exceed $17,000. In addition, all participants who maintain a retirement income account within the Retirement Savings Plan also maintain a separate retirement income account within the Savings Restoration Plan. We provide to each holder of a retirement income account an annual contribution equal to a percentage of the amount of the participant’s annual compensation in excess of the Internal Revenue Service statutory limit determined based on age and length of service. These contributions range from 0.5% to 6% of the amount of the participant’s compensation in excess of that limit. All deferrals and contributions are made under the Savings Restoration Plan by accounting entry rather than any physical exchange of cash or common stock. Participants also accrue earnings, on an accounting-entry basis, on deferrals based on the performance of various investment fund choices and on contributions based on the performance of our common stock. Participants are our unsecured creditors for their respective account balances.

  140. Non-Qualified Benefit Plans

    | Parker-Hannifin Corporation | 2021 Proxy Statement ◆ 45 |

  141. Non-Qualified Benefit Plans

    Savings Restoration Plan and Executive Deferral Plan account balances are paid out upon any of the following events as follows:

  142. Non-Qualified Benefit Plans

    | Retirement: | Balances are distributed to the participant in either a lump sum or in periodic installments, based on a prior election by the participant. The participant can delay the commencement of payments up to five years following retirement. Balances continue to accumulate earnings under the various investment funds at all times during the payout period. | | Termination Before Retirement: | Balances accruing on or prior to December 31, 2004 are, at our election, distributed to the participant in either a lump sum upon termination or in periodic installments. Account balances accruing on or after January 1, 2005 are distributed to the participant in a lump sum upon termination. | | Disability: | If we determine that a participant is totally disabled, the participant’s account balance will be paid upon termination in the same manner as if he or she retired. | | Withdrawals During Employment: | Balances can be withdrawn without penalty during employment only if we determine that the participant suffered severe financial hardship. Balances accruing on or prior to December 31, 2004 can also be withdrawn voluntarily during employment, subject to a 10% forfeiture penalty. | | Death: | Balances are distributed to the participant’s beneficiary in a lump sum or, if elected by the participant, in installments. | | Change in Control: | Under the Savings Restoration Plan, balances accruing on or prior to December 31, 2004 are distributed to the participant in a lump sum without penalty if the participant expressly elected a lump sum. If the participant did not expressly elect a lump sum, distributions are treated as unscheduled withdrawals and are subject to a forfeiture penalty of 5% if they are withdrawn within 30 days or 10% if they are withdrawn beyond the 30-day period. Balances accruing on or after January 1, 2005 are distributed to the participant in a lump sum. Under the Executive Deferral Plan, balances are distributed to the participant in a lump sum. |

  143. Non-Qualified Benefit Plans

    Our matching contributions made under the Savings Restoration Plan for the Named Executive Officers during fiscal year 2021 are included in the “All Other Compensation” column of the Summary Compensation Table for Fiscal Year 2021. All contributions, earnings, withdrawals, distributions and aggregate balances for the Named Executive Officers participating in the Savings Restoration Plan during fiscal year 2021 are included in the Nonqualified Deferred Compensation for Fiscal Year 2021 table. The Executive Deferral Plan is available to executive officers and certain other key team members. The Executive Deferral Plan provides executive officers with an opportunity to defer a portion of their compensation (in addition to that deferred under the Retirement Savings Plan and the Savings Restoration Plan) on a pre-tax basis, including Target Incentive Bonuses and General RONA Bonuses, and to accumulate tax-deferred earnings on the deferrals. LTIP Award payouts and Converted RONA Bonuses are not eligible for deferral under the Executive Deferral Plan. Each executive may defer to his or her account up to 80% of base salary and 80% of General RONA Bonuses paid in August and Target Incentive Bonuses paid in August. Similar to the Savings Restoration Plan, all deferrals are made under the Executive Deferral Plan by accounting entry rather than any physical exchange of cash. Participants also accrue earnings on an accounting-entry basis based on the performance of various investment fund choices. Participants are our unsecured creditors for their respective account balances. Account balances in the Executive Deferral Plan are paid as indicated in the table below. For those who were participants in the Executive Deferral Plan prior to January 1, 2016, prior to distribution, the balances are increased to reflect any “gross-up” amount necessary to offset federal excise taxes and any after-tax value the participant would have

  144. Non-Qualified Benefit Plans

    | 46 ◆ 2021 Proxy Statement | Parker-Hannifin Corporation |

  145. Non-Qualified Benefit Plans

    received if the account had remained in place and been paid as elected by the participant. Any balances on distribution to a participant in the Executive Deferral Plan who becomes a participant on or after January 1, 2016, are no longer increased to reflect any “gross-up” amount to offset federal excise taxes and any after-tax value the participant would have received if the account had remained in place and been paid as elected by the participant. All contributions, earnings, withdrawals, distributions and aggregate balances for the Named Executive Officers participating in the Executive Deferral Plan during fiscal year 2021 are included in the Nonqualified Deferred Compensation for Fiscal Year 2021 table. The Pension Restoration Plan is available to all individuals who participate in the Pension Plan and who are otherwise eligible to participate in the Pension Restoration Plan. The Pension Restoration Plan was established to restore benefits lost because of statutory limits on the Pension Plan. Specifically, the benefits available under the Pension Restoration Plan equal the amount that would be payable to the participant under the Pension Plan in excess of the Internal Revenue Service statutory limit if that limit did not exist and the participant had not elected to defer any compensation under the Savings Restoration Plan and the Executive Deferral Plan. Similar to the Pension Plan, Converted RONA Bonuses are not considered in calculating the benefits available under the Pension Restoration Plan. The Supplemental Retirement Program was established to provide executive officers with retirement benefits supplemental to the benefits under the Pension Plan. The benefit provided under the Supplemental Retirement Program is intended, at age 65, to provide to participants with at least 15 years of service 55% of the average of the three highest years of base salary plus annual cash incentive compensation. Similar to the Pension Plan and the Pension Restoration Plan, Converted RONA Bonuses are not considered in calculating the benefits available under the Supplemental Retirement Program. LTIP Awards and Stock Incentives are also not considered in calculating the benefits available under the Supplemental Retirement Program. The benefit is subject to reduction for early retirement, less than 15 years of service, benefits under the Pension Plan, the Pension Restoration Plan and any of our non-U.S. pension plans, 50% of primary social security benefits and 100% of any similar non-U.S. state-provided retirement benefits, and contributions to the participant’s retirement income accounts under the Retirement Savings Plan and the Savings Restoration Plan. Participants vest at age 60, or at age 55 with the consent of the Committee, and with five years of participation in the Supplemental Retirement Program, or a lesser period established by the Committee at the time they become participants. To receive a benefit under the Supplemental Retirement Program, however, a vested participant must have at least five years of service. In January 2015, the Committee closed the Supplemental Retirement Program to new participants as of July 1, 2014. The Defined Contribution Supplemental Retirement Program was established to provide executive officers and certain other key management team members with retirement benefits supplemental to the benefits under the Retirement Savings Plan and the Savings Restoration Plan. The Defined Contribution Supplemental Retirement Program was established to replace the Supplemental Retirement Program for executive officers who are designated as participants on or after July 1, 2014. Depending on a participant’s salary grade on December 31 of each year, we provide an annual non-discretionary employer contribution of 8%, 10% or 12% of a participant’s base salary, Target Incentive Bonus and General RONA Bonus that was paid during the calendar year. The Committee may determine to make an additional annual discretionary contribution to a designated participant’s account. Participants vest at age 60, or at age 55 with the consent of the Committee, and with five years of participation in the Defined Contribution Supplemental Retirement Program, or a lesser period established by the Committee at the time they become participants. To receive a benefit under the Defined Contribution Supplemental Retirement Program, however, a vested participant must have at least five years of service. Messrs. Leonti and Weeks are our only Named Executive Officers who participate in the Defined Contribution Supplemental Retirement Program. Our contributions made under the Defined Contribution Supplemental Retirement Program for Messrs. Leonti and Weeks during fiscal year 2021 are included in the “All Other Compensation” column of the Summary Compensation Table for Fiscal Year 2021. All contributions, earnings, withdrawals, distributions and aggregate balances for the Named Executive Officers participating in the Defined Contribution Supplemental Retirement Program during fiscal year 2021 are included in the Nonqualified Deferred Compensation for Fiscal Year 2021 table.

  146. Health and Welfare Benefits

    Health and Welfare Benefits The Named Executive Officers participated in various health and welfare programs generally available to all team members during fiscal year 2021. The Named Executive Officers also participated in our Officer Life Insurance Plan and our Executive Long-Term Disability Plan.

  147. Health and Welfare Benefits

    | Parker-Hannifin Corporation | 2021 Proxy Statement ◆ 47 |

  148. Health and Welfare Benefits

    Under the Officer Life Insurance Plan, we pay all required premiums for life insurance on executive officers who were participants prior to January 1, 2008 (which includes Named Executive Officers Messrs. Williams and Banks) for the longer of 10 years or until the executive officer reaches age 65. For those executive officers who were participants after January 1, 2008 (which includes Named Executive Officers Messrs. Leombruno, Leonti and Weeks and Ms. Suever) we pay all required premiums for life insurance until retirement up to age 65. The premiums are designed to maintain death benefits equal to:

  149. Health and Welfare Benefits

    | • | five times base salary during employment and two times final base salary after retirement at age 65 for our Chief Executive Officer; |

  150. Health and Welfare Benefits

    | • | four times base salary during employment and two times final base salary after retirement at age 65 for our Chief Financial Officer, our President and our Chief Operating Officer; and |

  151. Health and Welfare Benefits

    | • | three times base salary during employment and two times final base salary after retirement at age 65 for all other Named Executive Officers and other participants. |

  152. Health and Welfare Benefits

    If the participant retires between ages 55 and 65, the post-retirement death benefit is reduced by 10% of base salary for each year prior to age 65 that the participant retires. The amount of the death benefit is adjusted each year on January 1st based on the participant’s base salary as of the preceding December 1st. The policies underlying the plan are cash value life insurance policies owned by the participants. The premiums we paid on behalf of the Named Executive Officers during fiscal year 2021 are included in the “All Other Compensation” column of the Summary Compensation Table for Fiscal Year 2021. The Executive Long-Term Disability Plan is intended to replace a reasonable amount of an executive officer’s income upon disability. The plan provides a total benefit in the event of a qualifying disability of two-thirds of base salary plus Target Incentive Bonuses and General RONA Bonuses (after applying the PG RONA Multiplier if applicable) paid during the calendar year ending December 31 of the year prior to the disability, up to a maximum monthly benefit, in the case of Messrs. Williams and Banks and Ms. Suever, of $33,000, or, in the case of Messrs. Leombruno, Leonti and Weeks, of $35,000. Our executive officers are not eligible to receive the long-term disability benefit generally available to other team members.

  153. Change in Control Agreements

    Change in Control Agreements We are not a party to any written employment agreements with our executive officers. We have, however, entered into separate Change in Control Severance Agreements with our executive officers, which we refer to as the Change in Control Agreements. We are not obligated to pay severance to executive officers under any agreement other than the Change in Control Agreements. The executive officers are, however, eligible to receive severance upon termination for reasons other than a change in control in accordance with our general severance policy for salaried employees. The Change in Control Agreements are designed to attract, retain and motivate executive officers, provide for stability and continuity of management in the event of any actual or threatened change in control, encourage executive officers to remain in service after a change in control and ensure that executive officers are able to devote their entire attention to maximizing shareholder value and safeguarding team member interests in the event of a change in control. The Committee determined that the amounts payable under the Change in Control Agreements are reasonable and necessary to achieve those objectives. The Potential Payments upon Termination or Change of Control at June 30, 2021, tables and the related narrative descriptions provide additional information on the Change in Control Agreements, including a brief discussion of the material provisions of the Change in Control Agreements under the captions “Payments upon a Change in Control” and “Payments upon a Qualifying Termination in Connection with a Change in Control.”

  154. SUMMARY COMPENSATION TABLE FOR FISCAL YEAR 2021

    SUMMARY COMPENSATION TABLE FOR FISCAL YEAR 2021 The following table sets forth compensation information for our Named Executive Officers.

  155. SUMMARY COMPENSATION TABLE FOR FISCAL YEAR 2021

    | Name and Principal Position | Year | Salary ($)(1) | Stock Awards ($)(2) | Option Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(5) | All Other Compensation ($)(6) | Total ($) | | Thomas L. Williams | 2021 | 1,159,375 | 4,845,449 | 4,224,085 | 3,326,023 | 3,344,243 | 135,325 | 17,034,500 | | Chief Executive Officer and Chairman of the Board | 2020 | 1,159,375 | 5,350,280 | 2,992,950 | 3,230,087 | 5,986,427 | 143,742 | 18,862,861 | | | 2019 | 1,250,000 | 5,173,005 | 2,980,930 | 3,148,895 | 4,757,754 | 161,916 | 17,472,500 | | Todd M. Leombruno (7) | 2021 | 510,725 | 2,968,166 | 201,042 | 701,647 | 376,387 | 213,444 | 4,971,411 | | Executive Vice President and Chief Financial Officer | | | | | | | | | | Lee C. Banks | 2021 | 971,250 | 2,213,292 | 1,931,105 | 1,792,662 | 1,051,869 | 224,943 | 8,185,121 | | President and Chief Operating Officer | 2020 | 971,250 | 2,455,433 | 1,372,950 | 1,737,379 | 3,543,794 | 215,145 | 10,295,951 | | | 2019 | 1,000,000 | 4,828,211 | 1,341,382 | 1,738,634 | 2,632,389 | 234,326 | 11,774,942 | | Joseph R. Leonti | 2021 | 615,030 | 646,543 | 562,918 | 961,414 | — | 301,775 | 3,087,680 | | Vice President, General Counsel and Secretary | 2020 | 615,030 | 834,509 | 466,763 | 737,088 | — | 293,406 | 2,946,796 | | | 2019 | 605,000 | 620,654 | 357,653 | 717,294 | — | 545,826 | 2,846,427 | | Andrew M. Weeks (8) | 2021 | 571,140 | 646,543 | 562,918 | 783,664 | — | 290,457 | 2,854,722 | | Vice President and | 2020 | 571,140 | 688,038 | 384,413 | 648,957 | — | 638,204 | 2,930,752 | | President - Engineered Materials Group | | | | | | | | | | Catherine A. Suever (9) | 2021 | 350,000 | — | 1,206,803 | 573,187 | 1,825,904 | 103,097 | 4,058,991 | | Former Executive Vice President - Finance and | 2020 | 750,000 | 1,594,690 | 892,350 | 1,146,609 | 3,867,370 | 103,432 | 8,354,451 | | Administration and Chief Financial Officer | 2019 | 750,800 | 1,396,550 | 804,902 | 1,123,604 | 2,732,897 | 99,632 | 6,908,385 |

  156. SUMMARY COMPENSATION TABLE FOR FISCAL YEAR 2021

    | Reflects the impact of a reduction in base salary in the first quarter of fiscal year 2021 in accordance with cost control measures implemented in response to the economic downturn and COVID-19. Includes the following amounts deferred under the Savings Restoration Plan and the Executive Deferral Plan for fiscal year 2021:(1) |

  157. SUMMARY COMPENSATION TABLE FOR FISCAL YEAR 2021

    Savings Restoration Plan: Mr. Williams—$25,156; Mr. Leombruno—$10,942; Mr. Banks—$27,687; Mr. Leonti—$26,619; Mr. Weeks—$26,503; and Ms. Suever—$7,500. Executive Deferral Plan: Mr. Leombruno—$33,609; and Mr. Leonti—$50,000. These amounts are also reported in the “Executive Contributions in Last Fiscal Year” column of the Nonqualified Deferred Compensation for Fiscal Year 2021 table on page 60.

  158. SUMMARY COMPENSATION TABLE FOR FISCAL YEAR 2021

    | For 2021, these amounts consist of the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 of LTIP Awards granted during fiscal year 2021 to each of the Named Executive Officers. For the LTIP awards, the amounts do not reflect whether a Named Executive Officer has actually realized a financial benefit from the LTIP awards. The amounts were calculated by multiplying the closing price on the date of grant by the number of LTIP Awards received and assuming a payout of 100%. As described beginning on page 40, however, LTIP Award payouts will be calculated following the applicable three-year performance period and could range from a minimum of 0% to a maximum of 200%. The grant date fair value of the LTIP Awards granted during fiscal year 2021 at the maximum payout of 200% are: Mr. Williams—$9,690,898; Mr. Leombruno—$5,936,332; Mr. Banks—$4,426,584; Mr. Leonti—$1,293,086; and Mr. Weeks—$1,293,086. Ms. Suever retired in December 2020 and did not receive LTIP awards. Dividends in the form of dividend equivalent units are awarded as earned LTIP award shares for those LTIP awards beginning with the calendar years 2019-20-21 performance period. Dividends are paid on the LTIP Awards awarded prior to calendar years 2019-20-21 performance period after the prior performance periods end and the shares are issued at which point they will be paid in proportion to the actual amount of shares earned for the applicable performance period.(2) |

  159. SUMMARY COMPENSATION TABLE FOR FISCAL YEAR 2021

    | Amounts reflect the aggregate grant date fair value for Stock Appreciation Rights granted in fiscal year 2021 computed in accordance with FASB ASC Topic 718 of Stock Incentive grants. The amounts do not reflect whether a Named Executive Officer has actually realized a financial benefit from the award. The amounts were calculated using the Black-Scholes option pricing model with the following weighted-average assumptions:(3) |

  160. SUMMARY COMPENSATION TABLE FOR FISCAL YEAR 2021

    | 52 ◆ 2021 Proxy Statement | Parker-Hannifin Corporation |

  161. SUMMARY COMPENSATION TABLE FOR FISCAL YEAR 2021

    | Fiscal Year of Grant | Participant | Grant Date | Type of Grant | Risk-free Interest Rate | Expected Life of Award | Expected Dividend Yield of Stock | Expected Volatility of Stock | | 2021 | Named Executive Officers | 8/12/2020 | annual grant | 0.50% | 6.45 years | 2.01% | 33.7% |

  162. SUMMARY COMPENSATION TABLE FOR FISCAL YEAR 2021

    During fiscal year 2021, no Stock Incentive awards were forfeited by any of the Named Executive Officers.

  163. SUMMARY COMPENSATION TABLE FOR FISCAL YEAR 2021

    | Amounts consist of the following Target Incentive Bonuses, General RONA Bonuses with PGI Multiplier, if applicable, and Converted RONA Bonuses for fiscal year 2021, which were paid in one or more installments with the final payments in August 2021:(4) |

  164. SUMMARY COMPENSATION TABLE FOR FISCAL YEAR 2021

    Target Incentive Bonus for fiscal year 2021: Mr. Williams—$1,855,000; Mr. Leombruno—$346,100; Mr. Banks—$945,000; Mr. Leonti—$388,400; Mr. Weeks—$300,600; and Ms. Suever—$320,000. General RONA Bonus for fiscal year 2021: Mr. Williams—$1,359,947; Mr. Leombruno—$280,785; Mr. Banks—$737,179; Mr. Leonti—$497,059; Mr. Weeks—$407,109; and Ms. Suever—$217,350. Converted RONA Bonus for fiscal year 2021: Mr. Williams—$111,076; Mr. Leombruno—$74,762; Mr. Banks—$110,483; Mr. Leonti—$75,955; Mr. Weeks—$75,955; and Ms. Suever—$35,837. Amount also includes the following amount deferred under the Executive Deferral Plan: Executive Deferral Plan: Mr. Leombruno—$33,609; and .Mr. Leonti—$50,000.

  165. SUMMARY COMPENSATION TABLE FOR FISCAL YEAR 2021

    | Amounts consist of the change in annual actuarial present value of pension benefits for Messrs. Williams and Banks and Ms. Suever, as also reported in the Pension Benefits for Fiscal Year 2021 table. Messrs. Leombruno, Leonti and Weeks do not have a benefit under our defined benefit pension plans. None of the Named Executive Officers received above-market or preferential earnings on deferred compensation.(5) |

  166. SUMMARY COMPENSATION TABLE FOR FISCAL YEAR 2021

    | The following table describes each component of the All Other Compensation column:(6) |

  167. SUMMARY COMPENSATION TABLE FOR FISCAL YEAR 2021

    | Name | Company Contributions to Defined Contribution Plans (a) | Life Insurance Premiums Paid | Dividend Equivalents on RSUs (b) | Perquisites (c) | Total “All Other Compensation” | | Thomas L. Williams | $17,057 | $47,490 | $— | $70,778 | $135,325 | | Todd M. Leombruno | 69,407 | 69,730 | — | 74,307 | 213,444 | | Lee C. Banks | 17,577 | 41,043 | 107,215 | 59,108 | 224,943 | | Joseph R. Leonti | 219,600 | 43,146 | — | 39,029 | 301,775 | | Andrew M. Weeks | 196,064 | 55,168 | 12,001 | 27,224 | 290,457 | | Catherine A. Suever | 5,480 | — | — | 97,617 | 103,097 |

  168. SUMMARY COMPENSATION TABLE FOR FISCAL YEAR 2021

    | Amount consists of the following company contributions to our Defined Contribution Plans:(a) |

  169. SUMMARY COMPENSATION TABLE FOR FISCAL YEAR 2021

    Retirement Savings Plan: Mr. Williams—$11,622; Mr. Leombruno—$15,397; Mr. Banks—$11,575; Mr. Leonti—$25,368; Mr. Weeks—$22,602; and Ms. Suever—$3,800. Savings Restoration Plan: Mr. Williams—$5,435; Mr. Leombruno—$2,451; Mr. Banks—$6,002; Mr. Leonti—$44,383; Mr. Weeks—$39,177; and Ms. Suever—$1,680. Defined Contribution Supplemental Retirement Program: Mr. Leombruno—$51,559; Mr. Leonti—$149,851; and Mr. Weeks—$134,285.

  170. SUMMARY COMPENSATION TABLE FOR FISCAL YEAR 2021

    | Reported in this column are cash dividends that Mr. Banks received as dividend equivalents on RSUs that they were granted in fiscal years 2017 and 2019, and cash dividends that Mr. Weeks received as dividend equivalents on RSUs that he was granted in fiscal year 2019.(b) |

  171. SUMMARY COMPENSATION TABLE FOR FISCAL YEAR 2021

    | Reported in this column are amounts reimbursed or incurred by us with respect to: (i) executive long-term disability insurance premiums; and (ii) one or more of the following executive perquisites: (A) leased vehicle, including state sales tax if applicable; (B) spousal travel; (C) executive physicals; (D) matching gifts program; (E) corporate aircraft travel; and (F) certain private club fees. The Named Executive Officers also use our loges, box seats or tickets to various entertainment venues. However, there is no incremental cost to us for their use of these loges, box seats and tickets. Other than the aggregate incremental cost to the Company of each of Messrs. Williams’ and Banks’ personal use of the corporate aircraft of $38,010 and $30,362, respectively, and Mr. Leombruno’s reimbursement of $49,200 for private club initiation fees, no Named Executive Officer received an executive perquisite in an amount that exceeds the greater of $25,000 or 10% of the total amount of executive perquisites received by the Named Executive Officer.(c) |

  172. SUMMARY COMPENSATION TABLE FOR FISCAL YEAR 2021

    | Mr. Leombruno was not a Named Executive Officer in fiscal years 2020 and 2019.(7) |

  173. SUMMARY COMPENSATION TABLE FOR FISCAL YEAR 2021

    | Mr. Weeks was not a Named Executive Officer for fiscal year 2019.(8) |

  174. SUMMARY COMPENSATION TABLE FOR FISCAL YEAR 2021

    | Ms. Suever retired as an executive officer in December 2020, but still qualifies as a Named Executive Officer.(9) |

  175. SUMMARY COMPENSATION TABLE FOR FISCAL YEAR 2021

    | Parker-Hannifin Corporation | 2021 Proxy Statement ◆ 53 |

  176. GRANTS OF PLAN-BASED AWARDS FOR FISCAL YEAR 2021

    GRANTS OF PLAN-BASED AWARDS FOR FISCAL YEAR 2021 The following table sets forth information with respect to non-equity and equity incentive plan awards granted to the Named Executive Officers during fiscal year 2021. The LTIP Awards and Stock Incentives listed below have been granted under our Amended 2016 Equity Plan.

  177. GRANTS OF PLAN-BASED AWARDS FOR FISCAL YEAR 2021

    | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($) | | Name | Date | Compensation Committee Action Date (If Different than Grant Date) | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | Thomas L. Williams | | | | | | | | | | | | | Target Incentive Bonus | 8/12/2020 | — | — | 927,500 | 1,855,000 | — | — | — | — | — | — | | General RONA Bonus | 8/12/2020 | — | — | 1,126,250 | (1) | — | — | — | — | — | — | | Converted RONA Bonus | 8/12/2020 | — | — | 80,490 | (1) | — | — | — | — | — | — | | LTIP Award (CY 21-22-23)(3) | 1/27/2021 | — | — | — | — | — | 19,452 | 38,904 | — | — | 4,845,449(2) | | Stock Incentives | 8/12/2020 | — | — | — | — | — | — | — | 76,690 | 209.56 | 4,224,085 | | Todd M. Leombruno | | | | | | | | | | | | | Target Incentive Bonus | 8/12/2020 | — | — | 78,100 | 156,200 | — | — | — | — | — | — | | General RONA Bonus | 8/12/2020 | — | — | 360,000 | (1) | — | — | — | — | — | — | | Converted RONA Bonus | 8/12/2020 | — | — | 53,130 | (1) | — | — | — | — | — | — | | LTIP Award (CY19-20-21)(4) | 1/1/2021 | — | — | — | — | — | 2,388 | 4,776 | — | — | 622,128(2) | | LTIP Award (CY20-21-22)(4) | 1/1/2021 | — | — | — | — | — | 3,448 | 6,896 | — | — | 898,464(2) | | LTIP Award (CY 21-22-23)(3) | 1/27/2021 | — | — | — | — | — | 5,555 | 11,110 | — | — | 1,447,575(2) | | Stock Incentives | 8/12/2020 | — | — | — | — | — | — | — | 3,650 | 209.56 | 201,042 | | Lee C. Banks | | | | | | | | | | | | | Target Incentive Bonus | 8/12/2020 | — | — | 472,500 | 945,000 | — | — | — | — | — | — | | General RONA Bonus | 8/12/2020 | — | — | 577,500 | (1) | — | — | — | — | — | — | | Converted RONA Bonus | 8/12/2020 | — | — | 80,060 | (1) | — | — | — | — | — | — | | LTIP Award (CY 21-22-23)(3) | 1/27/2021 | — | — | — | — | — | 8,886 | 17,772 | — | — | 2,213,292(2) | | Stock Incentives | 8/12/2020 | — | — | — | — | — | — | — | 35,060 | 209.56 | 1,931,105 | | Joseph R. Leonti | | | | | | | | | | | | | Target Incentive Bonus | 8/12/2020 | — | — | 194,200 | 388,400 | — | — | — | — | — | — | | General RONA Bonus | 8/12/2020 | — | — | 226,590 | (1) | — | — | — | — | — | — | | Converted RONA Bonus | 8/12/2020 | — | — | 55,040 | (1) | — | — | — | — | — | — | | LTIP Award (CY 21-22-23)(3) | 1/27/2021 | — | — | — | — | — | 4,199 | 5,192 | — | — | 646,543(2) | | Stock Incentives | 8/12/2020 | — | — | — | — | — | | | 10,220 | 209.56 | 562,918 | | Andrew M. Weeks | | | | | | | | | | | | | Target Incentive Bonus | 8/12/2020 | — | — | 194,200 | 388,400 | — | — | — | — | — | — | | General RONA Bonus | 8/12/2020 | — | — | 240,480 | (1) | — | — | — | — | — | — | | Converted RONA Bonus | 8/12/2020 | — | — | 55,040 | (1) | — | — | — | — | — | — | | LTIP Award (CY 21-22-23)(3) | 1/27/2021 | — | — | — | — | — | 3,462 | 5,192 | — | — | 646,543(2) | | Stock Incentives | 8/12/2020 | — | — | — | — | — | — | — | 10,220 | 209.56 | 562,918 | | Catherine A. Suever | | | | | | | | | | | | | Target Incentive Bonus | 8/12/2020 | — | — | 320,000 | 640,000 | — | — | — | — | — | — | | General RONA Bonus | 8/12/2020 | — | — | 360,000 | (1) | — | — | — | — | — | — | | Converted RONA Bonus | 8/12/2020 | — | — | 55,220 | (1) | — | — | — | — | — | — | | Stock Incentives | 8/12/2020 | — | — | — | — | — | — | — | 21,910 | 209.56 | 1,206,803 |

  178. GRANTS OF PLAN-BASED AWARDS FOR FISCAL YEAR 2021

    | 54 ◆ 2021 Proxy Statement | Parker-Hannifin Corporation |

  179. GRANTS OF PLAN-BASED AWARDS FOR FISCAL YEAR 2021

    | There are no maximum amounts for General RONA Bonuses or Converted RONA Bonuses. General RONA Bonuses and Converted RONA Bonuses are calculated as described in the Compensation Discussion and Analysis beginning on page 24.(1) |

  180. GRANTS OF PLAN-BASED AWARDS FOR FISCAL YEAR 2021

    | Calculated assuming a payout of 100% as described in footnote 2 to the Summary Compensation Table for Fiscal Year 2021.(2) |

  181. GRANTS OF PLAN-BASED AWARDS FOR FISCAL YEAR 2021

    | Includes earned LTIP award shares in the form of dividend equivalent units for those LTIPs awarded for the calendar years 2020-21-22 and 2021-22-23 performance periods.(3) |

  182. GRANTS OF PLAN-BASED AWARDS FOR FISCAL YEAR 2021

    | Mr. Leombruno received additional LTIP awards due to his promotion to Executive Vice President and Chief Financial Officer effective January 1, 2021.(4) |

  183. GRANTS OF PLAN-BASED AWARDS FOR FISCAL YEAR 2021

    The elements of executive compensation included in each Named Executive Officer’s total compensation as reported in the Summary Compensation Table for Fiscal Year 2021 on page 52 and the compensation programs under which the grants described in the Grants of Plan-Based Awards for Fiscal Year 2021 table above were made are described in the Compensation Discussion and Analysis section of this Proxy Statement.

  184. GRANTS OF PLAN-BASED AWARDS FOR FISCAL YEAR 2021

    | Parker Hannifin Corporation | 2021 Proxy Statement ◆ 55 |

  185. OUTSTANDING EQUITY AWARDS AT JUNE 30, 2021

    OUTSTANDING EQUITY AWARDS AT JUNE 30, 2021 The following table sets forth information with respect to Stock Incentives and stock awards held by the Named Executive Officers as of June 30, 2021.

  186. OUTSTANDING EQUITY AWARDS AT JUNE 30, 2021

    | Name | Option Awards | | | | Stock Awards | | | | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Equity Incentive Plan Awards: Number of Shares, Unearned Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) | | Thomas L. Williams | 67,200 | 0 | 113.23 | 8/11/2025 | — | — | | | 105,500 | 0 | 124.36 | 8/16/2026 | — | — | | | 92,340 | 0 | 158.79 | 8/15/2027 | — | — | | | 54,120 | 51,620(2) | 166.49 | 8/14/2028 | — | — | | | 29,560 | 59,120(3) | 158.90 | 8/13/2029 | — | — | | | 0 | 76,690(4) | 209.56 | 8/11/2030 | — | — | | | — | — | — | — | 34,079(5) | 10,466,002 | | | — | — | — | — | 27,297(6) | 8,383,182 | | | — | — | — | — | 19,452(7) | 5,973,904 | | Todd M. Leombruno | 410 | 0 | 113.19 | 8/12/2024 | — | — | | | 1,230 | 0 | 113.23 | 8/11/2025 | — | — | | | 1,410 | 0 | 124.36 | 8/16/2026 | — | — | | | 4,040 | 0 | 158.79 | 8/15/2027 | — | — | | | 2,273 | 1,137(2) | 166.49 | 8/14/2028 | — | — | | | 1,357 | 2,713(3) | 158.90 | 8/13/2029 | — | — | | | 0 | 3,650(4) | 209.56 | 8/11/2030 | — | — | | | — | — | — | — | 3,817(5) | 1,172,239 | | | — | — | — | — | 4,696(6) | 1,442,189 | | | — | — | — | — | 5,555(7) | 1,705,996 | | Lee C. Banks | 44,800 | 0 | 113.23 | 8/11/2025 | — | — | | | 51,150 | 0 | 124.36 | 8/16/2026 | — | — | | | 44,250 | 0 | 158.79 | 8/15/2027 | — | — | | | 24,353 | 12,177(2) | 166.49 | 8/14/2028 | — | — | | | 13560 | 27,120(3) | 158.90 | 8/13/2029 | — | — | | | 0 | 35,060(4) | 209.56 | 8/11/2030 | — | — | | | — | — | — | — | 15,333(5) | 4,708,918 | | | — | — | — | — | 12,528(6) | 3,847,474 | | | — | — | — | — | 8,886(7) | 2,728,979 | | | — | — | — | — | 14,194(8) | 4,359,119 | | | — | — | — | — | 15,020(9) | 4,612,792 | | Joseph R. Leonti | 0 | 3,247(2) | 166.49 | 8/14/2028 | — | — | | | 0 | 9,220(3) | 158.90 | 8/13/2029 | — | — | | | 0 | 10,220(4) | 209.56 | 8/11/2030 | — | — | | | — | — | — | — | 4,089(5) | 1,255,773 | | | — | — | — | — | 4,257(6) | 1,307,367 | | | — | — | — | — | 2,596(7) | 797,258 | | Andrew M. Weeks | 6,493 | 3,247(2) | 166.49 | 8/14/2028 | — | — | | | 3,797 | 7,593(3) | 158.90 | 8/13/2029 | — | — | | | 0 | 10,220(4) | 209.56 | 8/11/2030 | — | — | | | — | — | — | — | 4,089(5) | 1,255,773 | | | — | — | — | — | 3,510(6) | 1,077,956 | | | — | — | — | — | 2,596(7) | 797,258 | | | — | — | — | — | 3,270(10) | 1,004,250 | | Catherine A. Suever | 5,010 | — | 113.19 | 8/13/2023 | — | — | | | 4,820 | — | 113.23 | 8/12/2024 | — | — | | | 5,500 | — | 124.36 | 8/11/2025 | — | — | | | 24,050 | — | 158.79 | 8/16/2026 | — | — | | | 14,613 | 7,307(2) | 166.49 | 8/15/2027 | — | — | | | 8,814 | 17,626(3) | 158.90 | 8/14/2028 | — | — | | | — | 21,910(4) | 209.56 | 8/13/2029 | — | — | | | — | — | — | — | 9,200(5) | 2,825,412 | | | — | — | — | — | 8,137(6) | 2,498,954 |

  187. OUTSTANDING EQUITY AWARDS AT JUNE 30, 2021

    | 56 ◆ 2021 Proxy Statement | Parker-Hannifin Corporation |

  188. OUTSTANDING EQUITY AWARDS AT JUNE 30, 2021

    | The market value is calculated by multiplying the closing price of our Common Stock on June 30, 2021, $307.11, by the number of shares.(1) |

  189. OUTSTANDING EQUITY AWARDS AT JUNE 30, 2021

    | Represents Stock Incentives granted on August 15, 2018. The Stock Incentives vest in three equal annual installments beginning August 15, 2019.(2) |

  190. OUTSTANDING EQUITY AWARDS AT JUNE 30, 2021

    | Represents Stock Incentives granted on August 14, 2019. The Stock Incentives vest in three equal annual installments beginning August 14, 2020.(3) |

  191. OUTSTANDING EQUITY AWARDS AT JUNE 30, 2021

    | Represents Stock Incentives granted on August 12, 2020. The Stock Incentives vest in three equal annual installments beginning August 12, 2021.(4) |

  192. OUTSTANDING EQUITY AWARDS AT JUNE 30, 2021

    | Assumes that we meet our target performance goals and payout will be at 100% of the target LTIP Award value. Assuming continued employment through the end of the performance period (December 31, 2021), actual payouts under the calendar years 2019-20-21 LTIP Awards will be in common shares to be issued in April 2022 following the Committee’s certification of our performance results, subject to the Committee’s exercise of any discretion to reduce the amount payable and the Committee’s authorization of payment. These amounts include the dividend equivalent units for LTIP awards beginning January 2020. Mr. Leombruno’s target LTIP award amounts reflect additional shares awarded to Mr. Leombruno as a result of his promotion on January 1, 2021.(5) |

  193. OUTSTANDING EQUITY AWARDS AT JUNE 30, 2021

    | Assumes that we meet our target performance goals and payout will be at 100% of the target LTIP Award value. Assuming continued employment through the end of the performance period (December 31, 2022), actual payouts under the calendar years 2020-21-22 LTIP Awards will be in common shares to be issued in April 2023 following the Committee’s certification of our performance results, subject to the Committee’s exercise of any discretion to reduce the amount payable and the Committee’s authorization of payment. These amounts include the dividend equivalent units for LTIP awards beginning January 2020. Mr. Leombruno’s target LTIP award amounts reflect additional shares awarded to Mr. Leombruno as a result of his promotion on January 1, 2021.(6) |

  194. OUTSTANDING EQUITY AWARDS AT JUNE 30, 2021

    | Assumes that we meet our target performance goals and payout will be at 100% of the target LTIP Award value. Assuming continued employment through the end of the performance period (December 31, 2023), actual payouts under the calendar years 2021-22-23 LTIP Awards will be in common shares to be issued in April 2024 following the Committee’s certification of our performance results, subject to the Committee’s exercise of any discretion to reduce the amount payable and the Committee’s authorization of payment. These amounts include the dividend equivalent units for LTIP awards beginning January 2020.(7) |

  195. OUTSTANDING EQUITY AWARDS AT JUNE 30, 2021

    | Represents the grant of 14,194 Restricted Stock Units, awarded on August 17, 2016 to Mr. Banks. Assuming continued full-time employment, the grants will vest on August 17, 2022.(8) |

  196. OUTSTANDING EQUITY AWARDS AT JUNE 30, 2021

    | Represents the grant of 15,020 Restricted Stock Units, awarded August 15, 2018, to Mr. Banks. Assuming continued full-time employment, the grants will vest on August 5, 2022.(9) |

  197. OUTSTANDING EQUITY AWARDS AT JUNE 30, 2021

    | Represents the grant of 3,270 Restricted Stock Units, awarded February 1, 2019 to Mr. Weeks. Assuming continued full-time employment, the grants will vest on February 1, 2022.(10) |

  198. OUTSTANDING EQUITY AWARDS AT JUNE 30, 2021

    | Parker Hannifin Corporation | 2021 Proxy Statement ◆ 57 |

  199. OPTION EXERCISES AND STOCK VESTED FOR FISCAL YEAR 2021

    OPTION EXERCISES AND STOCK VESTED FOR FISCAL YEAR 2021 The following table sets forth information with respect to Stock Incentives that were exercised during fiscal year 2021 and common shares issued under LTIP Awards and RSUs that vested for the Named Executive Officers during fiscal year 2021.

  200. OPTION EXERCISES AND STOCK VESTED FOR FISCAL YEAR 2021

    | | Option Awards | | Stock Awards | | | Name | Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Acquired on Vesting (#) | Value Realized on Vesting ($)(2) | | Thomas L. Williams | 94,502 | 13,126,919 | 28,409 | 7,738,896 | | Todd M. Leombruno | 1,420 | 213,576 | 2,314 | 630,357 | | Lee C. Banks | 135,752 | 11,398,566 | 25,382 | 6,914,311 | | Joseph R. Leonti | 12,023 | 587,551 | 7,179 | 1,955,631 | | Andrew M. Weeks | 26,390 | 2,716,801 | 6,614 | 1,801,720 | | Catherine A. Suever | 11,890 | 2,083,893 | 7,469 | 2,034,630 |

  201. OPTION EXERCISES AND STOCK VESTED FOR FISCAL YEAR 2021

    | Calculated by multiplying the number of shares acquired by the difference between the exercise price and closing price of our common stock on the exercise date.(1) |

  202. OPTION EXERCISES AND STOCK VESTED FOR FISCAL YEAR 2021

    | Calculated by multiplying the number of shares acquired by the closing price of our common stock on the applicable vesting date.(2) |

  203. OPTION EXERCISES AND STOCK VESTED FOR FISCAL YEAR 2021

    | 58 ◆ 2021 Proxy Statement | Parker-Hannifin Corporation |

  204. PENSION BENEFITS FOR FISCAL YEAR 2021

    PENSION BENEFITS FOR FISCAL YEAR 2021 The following table sets forth the actuarial present value of the benefits accumulated by each of the Named Executive Officers under the Pension Plan, the Pension Restoration Plan and the Supplemental Retirement Program.

  205. PENSION BENEFITS FOR FISCAL YEAR 2021

    | Name | Plan Name | Number of Years of Credited Service (#)(1) | Present Value of Accumulated Benefit ($)(2) | Payments During Last Fiscal Year ($) | | Thomas L. Williams | Pension Plan | 17.6 | 815,181 | 0 | | | Pension Restoration Plan | 14.9 | 6,941,122 | 0 | | | Supplemental Retirement Program | 17.6 | 25,222,469 | 0 | | Todd M. Leombruno | Pension Plan | 28.1 | 938,603 | 0 | | | Pension Restoration Plan | 28.1 | 1,067,687 | 0 | | | Supplemental Retirement Program | — | — | 0 | | Lee C. Banks | Pension Plan | 29.6 | 1,205,792 | 0 | | | Pension Restoration Plan | 29.6 | 11,319,244 | 0 | | | Supplemental Retirement Program | 29.6 | 6,597,786 | 0 | | Joseph R. Leonti(3) | Pension Plan | — | 0 | 0 | | | Pension Restoration Plan | — | 0 | 0 | | | Supplemental Retirement Program | — | 0 | 0 | | Andrew M. Weeks(3) | Pension Plan | — | 0 | 0 | | | Pension Restoration Plan | — | 0 | 0 | | | Supplemental Retirement Program | — | 0 | 0 | | Catherine A. Suever | Pension Plan | 33.6 | 42,321 | 1,553,567 | | | Pension Restoration Plan | 31.3 | 3,767,467 | 0 | | | Supplemental Retirement Program | 33.6 | 10,049,229 | 0 |

  206. PENSION BENEFITS FOR FISCAL YEAR 2021

    | Credited Service in the Pension Restoration Plan is frozen as of the date the Named Executive Officer becomes 100% vested in the supplemental Retirement Program (typically age 60).(1) |

  207. PENSION BENEFITS FOR FISCAL YEAR 2021

    | The present value of the accumulated benefits is calculated under each plan using the following assumptions: (i) a discount rate of 2 55% for the Pension Plan; (ii) a discount rate of 2.22% for each of the Pension Restoration Plan and Supplemental Retirement Program; (iii) no pre-retirement decrements; and (iv) retirement at age 65.(2) |

  208. PENSION BENEFITS FOR FISCAL YEAR 2021

    For the Pension Plan, additional assumptions include: (i) participants elect a life annuity; and (ii) the Pri-2012 Mortality Table projected generationally with Scale MP-2020. For the Pension Restoration Plan, using each Named Executive Officer’s participant elections under the Pension Restoration Plan, additional assumptions include: (i) calculating lump sums using the applicable mortality table under Section 417(e) of the Internal Revenue Code (ii) discount segment rates of 0.61%, 2.84% and 3.54%. For the Supplemental Retirement Program, using each Named Executive Officer’s participant elections under the Supplemental Retirement Program, additional assumptions include: (i) calculating lump sums using the applicable mortality table under Section 417(e) of the Internal Revenue Code; and (ii) a discount rate of 2.50%.

  209. PENSION BENEFITS FOR FISCAL YEAR 2021

    | Messrs. Leonti and Weeks are not eligible to participate in these plans.(3) |

  210. PENSION BENEFITS FOR FISCAL YEAR 2021

    The Pension Plan, the Pension Restoration Plan and the Supplemental Retirement Program are described in the Compensation Discussion and Analysis section of this Proxy Statement.

  211. PENSION BENEFITS FOR FISCAL YEAR 2021

    | Parker Hannifin Corporation | 2021 Proxy Statement ◆ 59 |

  212. NONQUALIFIED DEFERRED COMPENSATION FOR FISCAL YEAR 2021

    NONQUALIFIED DEFERRED COMPENSATION FOR FISCAL YEAR 2021 The following table sets forth the contributions, earnings, withdrawals/distributions and aggregate balances for the Named Executive Officers participating in the Savings Restoration Plan, the Executive Deferral Plan and the Defined Contribution Supplemental Retirement Program during fiscal year 2021.

  213. NONQUALIFIED DEFERRED COMPENSATION FOR FISCAL YEAR 2021

    | Name | Executive Contributions in Last Fiscal Year ($)(1) | Registrant Contributions in Last Fiscal Year ($)(2) | Aggregate Earnings in Last Fiscal Year ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last Fiscal Year End ($) | | Thomas L. Williams | | | | | | | Savings Restoration Plan | 25,156 | 5,435 | 414,805 | — | 1,318,918(3) | | Executive Deferral Plan | — | — | 10,940 | — | 34,868 | | Defined Contribution Supplemental Retirement Program | — | — | — | — | — | | Todd M. Leombruno | | | | | | | Savings Restoration Plan | 10,942 | 2,451 | 202,781 | — | 620,294(3) | | Executive Deferral Plan | 33,609 | — | 52,059 | — | 197,125 | | Defined Contribution Supplemental Retirement Program | — | 51,559 | 55,109 | — | 235,540 | | Lee C. Banks | | | | | | | Savings Restoration Plan | 27,687 | 6,002 | 781,512 | — | 2,230,035(3) | | Executive Deferral Plan | — | — | 4,185,242 | — | 12,889,533 | | Defined Contribution Supplemental Retirement Program | — | — | — | — | — | | Joseph R. Leonti | | | | | | | Savings Restoration Plan | 26,619 | 44,383 | 139,354 | — | 568,656(3) | | Executive Deferral Plan | 50,000 | — | 95,453 | — | 428,811 | | Defined Contribution Supplemental Retirement Program | — | 149,850 | 855,618 | — | 3,659,236 | | Andrew M. Weeks | | | | | | | Savings Restoration Plan | 26,503 | 39,177 | 203,319 | — | 666,357(3) | | Executive Deferral Plan | — | — | — | — | — | | Defined Contribution Supplemental Retirement Program | — | 134,284 | 1,108,950 | — | 4,017,143 | | Catherine A. Suever | | | | | | | Savings Restoration Plan | 7,500 | | 338,478 | 1,136,829 | — | | Executive Deferral Plan | — | — | 69,925 | 17,208 | 327,855 | | Defined Contribution Supplemental Retirement Program | — | — | — | — | — |

  214. NONQUALIFIED DEFERRED COMPENSATION FOR FISCAL YEAR 2021

    | For each of the Named Executive Officers, amounts are included in the “Salary” and in the “Non-Equity Incentive Compensation” columns and referenced in footnotes 1 and 4, respectively, of the Summary Compensation Table for Fiscal Year 2021.(1) |

  215. NONQUALIFIED DEFERRED COMPENSATION FOR FISCAL YEAR 2021

    | Amounts are included along with our contributions to the Retirement Savings Plan, which is a qualified deferred compensation plan, in the “Company Contributions to Defined Contribution Plans” column in the All Other Compensation components table in footnote 6 of the Summary Compensation Table for Fiscal Year 2021.(2) |

  216. NONQUALIFIED DEFERRED COMPENSATION FOR FISCAL YEAR 2021

    | Includes the following amounts that were deferred during fiscal year 2020 under the Savings Restoration Plan: Mr. Williams—$24,844; Mr. Leombruno—$24,322; Mr. Banks—$22,312; Mr. Leonti—$23,935; Mr. Weeks—$36,614; and Ms. Suever—$23,730.(3) |

  217. NONQUALIFIED DEFERRED COMPENSATION FOR FISCAL YEAR 2021

    The Savings Restoration Plan, the Executive Deferral Plan, and the Defined Contribution Supplemental Retirement Program are described in the Compensation Discussion and Analysis section of this Proxy Statement. The investment options under each of the plans are identical. During fiscal year 2021, there were up to eleven investment funds that a Named Executive Officer could choose with annual rates of return for the year ended June 30, 2021, ranging from (4.85%) to 57.58%. Under the plans, participants have the ability to change their investments at any time.

  218. NONQUALIFIED DEFERRED COMPENSATION FOR FISCAL YEAR 2021

    | 60 ◆ 2021 Proxy Statement | Parker-Hannifin Corporation |

  219. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL

  220. Payments upon Long-Term Disability

    Payments upon Long-Term Disability Upon the long-term disability of a Named Executive Officer, the Named Executive Officer will receive the “Payments Generally Available” described above and the “Payments Upon Death” described above, except that:

  221. Payments upon Long-Term Disability

    | the term for all outstanding Stock Incentives will continue for the remainder of their ten-year terms;(i) |

  222. Payments upon Long-Term Disability

    | the account balance in the Defined Contribution Supplemental Retirement Program will be paid in a single lump sum as of the date of disability; and(ii) |

  223. Payments upon Long-Term Disability

    | (iii) | the Named Executive Officer will not receive death benefits under the Officer Life Insurance Plan until death subsequently occurs. |

  224. Payments upon Long-Term Disability

    In addition, the Named Executive Officer will receive the following:

  225. Payments upon Long-Term Disability

    | • | monthly benefits under the Executive Long-Term Disability Plan; |

  226. Payments upon Long-Term Disability

    | • | six months of premium payments for medical and dental insurance based on the applicable COBRA rates for the Named Executive Officer; and |

  227. Payments upon Long-Term Disability

    | • | for those Named Executive Officers who were participants prior to January 1, 2008, premium payments under the Officer Life Insurance Plan for the greater of ten years from commencement of plan participation or the number of years until the Named Executive Officer reaches age 65. For those Named Executive Officers who became participants on or after January 1, 2008, the participant will receive premium payments under the Officer Life Insurance Plan until retirement up to age 65. |

  228. Payments upon Long-Term Disability

    | Parker Hannifin Corporation | 2021 Proxy Statement ◆ 63 |

  229. Payments upon Long-Term Disability

    The benefit in the following table for each of the Named Executive Officers under the Executive Long-Term Disability Plan represents one year of long term disability benefits. The disability benefit payable under the plan is funded through group and individual long-term disability insurance policies owned by each of the Named Executive Officers that would be paid by the insurance company issuing the policies.

  230. PAYMENTS UPON LONG-TERM DISABILITY

    PAYMENTS UPON LONG-TERM DISABILITY

  231. PAYMENTS UPON LONG-TERM DISABILITY

    | Officer | Accelerated Vesting of Stock Incentives | Accelerated Vesting of Restricted Stock Units | Pension Plan | Pension Restoration Plan | Supplemental Retirement Program | LTIP Awards | Defined Contribution Supplemental Retirement Program | Executive Long- Term Disability Benefit | Medical and Dental Benefit | Officer Life Insurance Premiums | Totals | | Thomas L. Williams | 23,502,089 | — | 1,116,891 | 10,812,719 | 11,089,168 | 12,878,372 | — | 396,000 | 7,266 | 33,314 | 59,835,819 | | Todd M. Leombruno | 918,036 | — | 679,636 | 975,942 | — | 1,694,053 | 35,540 | 420,000 | 11,418 | 49,686 | 4,784,311 | | Lee C. Banks | 11,463,570 | 8,971,912 | 1,116,891 | 4,299,415 | 11,089,168 | 5,832,139 | — | 396,000 | 11,214 | 28,850 | 43,209,159 | | Joseph R. Leonti | 2,820,050 | — | — | — | — | 1,695,975 | 3,364,920 | 420,000 | 6,972 | 29,519 | 8,337,436 | | Andrew M. Weeks | 2,578,913 | 1,004,250 | — | — | — | 1,581,269 | 4,017,143 | 420,000 | 3,504 | 37,261 | 9,642,340 |

  232. Payments upon Retirement

    Payments upon Retirement Upon the retirement of a Named Executive Officer at (A) age 65 or older, or (B) age 60 or older with at least ten years of service, the Named Executive Officer will receive the “Payments Generally Available” described above and the “Payments Upon Death” described above, except that:

  233. Payments upon Retirement

    | the vesting schedule in all outstanding Stock Incentives will continue as if employed;(i) |

  234. Payments upon Retirement

    | the term for all outstanding Stock Incentives will continue for the remainder of their ten-year terms;(ii) |

  235. Payments upon Retirement

    | (iii) | if the Named Executive Officer is (A) age 65 or older, or (B) age 60 or older with at least ten years of service and 12 months of continuous employment during the performance periods, he or she will receive a full LTIP Award payout for calendar years 2019-20-21, 2020-21-22 and 2021-22-23 performance periods, to be determined at the end of the performance periods, as if he or she had remained continuously employed through the end of the performance periods; and |

  236. Payments upon Retirement

    | the Named Executive Officer will not receive death benefits under the Officer Life Insurance Plan unless death subsequently occurs.(iv) |

  237. Payments upon Retirement

    If a Named Executive Officer retires outside of the age and service thresholds stated in (iii) above, he or she will receive (a) pro-rated LTIP Award payouts for the calendar years 2019-20-21 performance period, to be determined at the end of the respective performance periods, based on the number of full calendar quarters served during the performance period; and (b) pro-rated LTIP Award payout for the calendar years 2020-21-22 and 2021-22-23 performance periods, to be determined at the end of the respective performance periods, based on the number of full months served during each of the performance periods.

  238. Payments upon Retirement

    | 64 ◆ 2021 Proxy Statement | Parker-Hannifin Corporation |

  239. Payments upon Retirement

    If the Named Executive Officer is less than 60 years of age on the date of retirement, then the Named Executive Officer must seek early retirement approval from the Human Resources and Compensation Committee to receive payments with respect to the following:

  240. Payments upon Retirement

    | • | the Supplemental Retirement Program; |

  241. Payments upon Retirement

    | • | the Defined Contribution Supplemental Retirement Program; and |

  242. Payments upon Retirement

    | • | account balance in the unvested portion of the Named Executive Officer’s LTIP Award deferrals under our Executive Deferral Plan. |

  243. Payments upon Retirement

    In addition, Named Executive Officers must be at least 55 years of age on the date of retirement to continue to receive premium payments under the Officer Life Insurance Plan which if needed will continue for the greater of ten years from commencement of plan participation or the number of years until they reach age 65. As of June 30, 2021, Mr. Williams had reached 60 years of age with at least 10 years of service and Mr. Banks had reached 55 years of age with at least 10 years of service. In determining the amounts payable upon retirement reported in the following table, in the case of Mr. Banks, we assumed that he did not receive Human Resources and Compensation Committee approval for early retirement.

  244. Payments upon Termination for Cause or Resignation

    Payments upon Termination for Cause or Resignation Upon the termination for cause or the resignation of a Named Executive Officer, the Named Executive Officer will receive the “Payments Generally Available” described above, except that the Named Executive Officer will (i) forfeit his or her Supplemental Retirement Program benefit and his or her Defined Contribution Supplemental Retirement Program benefit if the termination for cause is the result of competition by the Named Executive Officer against us, and (ii) forfeit his or her LTIP Awards if the termination or resignation occurs during the applicable performance period. In determining the amounts payable upon termination for cause under the Supplemental Retirement Program and the Defined Contribution Supplemental Retirement Program, we assumed that the termination did not result from competition against us.

  245. Payments upon Termination for Cause or Resignation

    | Parker-Hannifin Corporation | 2021 Proxy Statement ◆ 65 |

  246. PAYMENTS UPON TERMINATION FOR CAUSE OR RESIGNATION

    PAYMENTS UPON TERMINATION FOR CAUSE OR RESIGNATION

  247. PAYMENTS UPON TERMINATION FOR CAUSE OR RESIGNATION

    | Officer | Pension Plan | Pension Restoration Plan | Supplemental Retirement Program | Totals | | Thomas L. Williams | 862,730 | 7,053,691 | 28,356,152 | 36,272,573 | | Todd M. Leombruno | 679,636 | 925,433 | — | 1,605,069 | | Lee C. Banks | 1,116,891 | 10,812,719 | — | 11,929,610 | | Joseph R. Leonti | — | — | — | — | | Andrew M. Weeks | — | — | — | — |

  248. Payments upon Termination without Cause

    Payments upon Termination without Cause Upon the termination without cause of a Named Executive Officer, the Named Executive Officer will receive the “Payments Generally Available” described above. In addition, if the Named Executive Officer signs a release of all claims against us, the Named Executive Officer will receive a lump sum payment equal to one week’s pay for each full year of service up to a maximum of twenty-six weeks of pay and continuation of premium payments for medical and dental insurance based on the applicable COBRA rates for the Named Executive Officer for up to three months. Additionally, he or she will be entitled to (a) pro-rated LTIP Award payouts for the calendar years 2019-20-21 performance period, to be determined at the end of the performance period, based on the number of full calendar quarters served during the performance period; and (b) pro-rated LTIP Award payouts for the calendar years 2020-21-22 and 2021-22-23 performance periods, to be determined at the end of the respective performance periods, based on the number of full months served during each of the performance periods. In determining the amounts payable upon termination without cause reported in the following tables, we assumed that the Named Executive Officer signed a release.

  249. PAYMENTS UPON TERMINATION WITHOUT CAUSE

    PAYMENTS UPON TERMINATION WITHOUT CAUSE

  250. PAYMENTS UPON TERMINATION WITHOUT CAUSE

    | Officer | Severance Pay | Pension Plan | Pension Restoration Plan | Supplemental Retirement Program | Medical and Dental Benefits | Totals | | Thomas L. Williams | 411,307 | 862,730 | 7,053,691 | 28,356,152 | 3,633 | 36,687,513 | | Todd M. Leombruno | 340,693 | 679,636 | 925,433 | — | 5,709 | 1,951,471 | | Lee C. Banks | 530,589 | 1,116,891 | 10,812,719 | 11,089,168 | 5,607 | 23,554,974 | | Joseph R. Leonti | 190,230 | — | — | — | 3,486 | 193,716 | | Andrew M. Weeks | 94,242 | — | — | — | 1,752 | 95,994 |

  251. CHIEF EXECUTIVE OFFICER PAY RATIO

    CHIEF EXECUTIVE OFFICER PAY RATIO As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information regarding the ratio of the annual total compensation of Mr. Williams, our Chairman of the Board and Chief Executive Officer, to the annual total compensation of our median team member. Our pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll records and the methodology described below. The SEC rules for identifying the median compensated team member and calculating the pay ratio based on that team member’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices. As such, other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. Therefore, the estimated pay ratio we report may not be comparable to the pay ratios reported by other companies and should not be used as a basis for comparison between companies. As reported in the Summary Compensation Table, our Chief Executive Officer had annual total compensation for fiscal year 2021 of $17,034,500. Using this Summary Compensation Table methodology, the annual total compensation of our median team member for fiscal year 2021 was $56,274. As a result, we estimate that the ratio of our Chief Executive Officer’s annual total compensation to that of our median team member for fiscal year 2021 was 303 to 1. For purposes of the fiscal year 2021 Chief Executive Officer pay ratio set forth above, we used the same median-paid team member identified with respect to our fiscal year 2020 Chief Executive Officer pay ratio, as there has been no change in our employee population or employee compensation arrangements that we believe would significantly impact the pay ratio disclosure.

  252. CHIEF EXECUTIVE OFFICER PAY RATIO

    | 72 ◆ 2021 Proxy Statement | Parker-Hannifin Corporation |

  253. DIRECTOR COMPENSATION FOR FISCAL YEAR 2021

    DIRECTOR COMPENSATION FOR FISCAL YEAR 2021 The following table sets forth compensation information for our non-employee Directors for fiscal year 2021.

  254. DIRECTOR COMPENSATION FOR FISCAL YEAR 2021

    | Name(1) | Fees Earned or Paid in Cash ($)(2) | Stock Awards ($)(3) | All Other Compensation ($)(4) | Total ($) | | Jillian C. Evanko | 63,839 | 136,706 | 918 | 201,463 | | Lance M. Fritz | 63,839 | 136,706 | 918 | 201,463 | | Linda A. Harty | 165,500 | 159,454 | 2,079 | 327,033 | | William F. Lacey | 26,444 | 114,526 | 309 | 141,279 | | Kevin A. Lobo | 140,500 | 159,454 | 2,079 | 302,033 | | Candy M. Obourn | 142,500 | 159,454 | 2,079 | 304,033 | | Joseph Scaminace | 165,500 | 159,454 | 12,079 | 337,033 | | Åke Svensson | 142,500 | 159,454 | 2,079 | 304,033 | | Laura K. Thompson | 142,500 | 159,454 | 2,079 | 304,033 | | James R. Verrier | 140,500 | 159,454 | 2,079 | 302,033 | | James L. Wainscott | 202,500 | 159,454 | 12,079 | 374,033 | | Robert G. Bohn | 70,263 | 32,328 | 551 | 103,142 |

  255. DIRECTOR COMPENSATION FOR FISCAL YEAR 2021

    | Thomas L. Williams, our Chief Executive Officer and Chairman of the Board, and Lee C. Banks, our Vice Chairman and President, are not included in this table because they are Named Executive Officers and the compensation paid to them in fiscal year 2021 is reflected in the Summary Compensation Table.(1) |

  256. DIRECTOR COMPENSATION FOR FISCAL YEAR 2021

    | Reflects a 10% decrease in cash retainer in the first quarter of fiscal year 2021 as a result of company-wide cost control measures related to COVID-19 and the economic downturn.(2) |

  257. DIRECTOR COMPENSATION FOR FISCAL YEAR 2021

    | This column represents the aggregate grant date fair value of RSUs granted under our Amended 2016 Equity Plan in fiscal year 2021 and computed in accordance with FASB ASC Topic 718. The amount was calculated using the closing stock price on the date of each of the grants. Each of the non-employee Directors serving as a Director on October 28, 2020 received 729 RSUs on his or her grant date; Ms. Evanko and Mr. Fritz who were appointed in January 2021 received 547 RSUs on his and her grant date; and Mr. Lacey who was elected in April 2021 received 365 RSUs on his grant date. As of June 30, 2021, all such RSUs remained unvested. Mr. Bohn retired on January 10, 2021, and his original grant of 729 RSUs was prorated to the date of his retirement and the prorated amount (145 RSUs) will vest on October 28, 2021.(3) |

  258. DIRECTOR COMPENSATION FOR FISCAL YEAR 2021

    | The amounts reported in this column include (a) the value of the dividend equivalent units earned as additional RSUs on the unvested RSUs granted in fiscal year 2021 reported in footnote 3 to this table; and (b) the following matching gifts under our Matching Gifts Program: Mr. Scaminace—$10,000 and Mr. Wainscott —$10,000.(4) |

  259. Compensation of Directors

    Compensation of Directors Directors who are also our team members do not receive any additional compensation for their services as Directors. During fiscal year 2021, non-employee Directors received an annual retainer, meeting fees (if applicable), and a restricted stock unit award. Our non-employee Directors are also eligible to participate in our Matching Gifts Program as described in the Compensation Discussion and Analysis section of this Proxy Statement. The following table reflects the annual retainers of the non-employee Directors effective during fiscal year 2021 and the increases to be effective as of October 27, 2021 in fiscal year 2022:

  260. Compensation of Directors

    | | Approved August 15 and September 7, 2018 | | Annual Retainers | Effective beginning 10/24/2018 | | Lead Director and Corporate Governance and Nominating Committee Chair: | $200,000 | | Audit Committee Chair: | $165,000 | | Human Resources and Compensation Committee Chair: | $165,000 | | Non-Chair Committee members: | $140,000 |

  261. Compensation of Directors

    | Parker-Hannifin Corporation | 2021 Proxy Statement ◆ 73 |

  262. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION As part of our company-wide cost control actions in response to COVID-19 and the economic downturn, our Directors’ cash retainers were reduced by 10% for the first quarter of fiscal year 2021. In addition to the annual retainers described above, non-employee Directors are entitled to receive a $2,000 fee for attending each Board of Directors or Committee meeting that exceeds the number of regularly scheduled Board or Committee meetings in a fiscal year by more than two. On that basis, in fiscal year 2021:

  263. DIRECTOR COMPENSATION

    | • | Mses. Obourn and Thompson and Messrs. Svensson and Wainscott each received three additional payments of $2,000; and |

  264. DIRECTOR COMPENSATION

    | • | Mses. Evanko and Harty and Messrs. Fritz, Lobo, Scaminace and Verrier each received two additional payments of $2,000. |

  265. DIRECTOR COMPENSATION

    During fiscal year 2021, Directors could elect to defer all or a portion of their annual retainers under our Deferred Compensation Plan for Directors. Each Director who was serving as a Director on October 28, 2020 and who was not a current employee was granted 729 RSUs under our Amended 2016 Equity Plan. Ms. Evanko’s and Mr. Fritz’s pro-rated award of 547 RSUs granted in January 2021 will vest on January 27, 2022; Mr. Lacey’s pro-rated award of 365 RSUs granted in April 2021 will vest on April 22, 2022. The terms of the RSUs provide that the RSUs will vest 100% on the later of (a) one year from the grant date; or (b) on the date of our next Annual Shareholders Meeting, also known as, in each case, the Vesting Date, except that if a Director ceases to be a Director for any reason prior to the next Annual Meeting of Shareholders that occurs after the grant date, a pro-rated portion of her or his RSUs will vest on the Vesting Date and the remaining RSUs will be forfeited. All RSUs earn dividend equivalent units paid as additional RSUs, which are subject to the terms and conditions of the original RSU award and are payable directly to each Director to whom they are issued.

  266. DIRECTOR COMPENSATION

    | 74 ◆ 2021 Proxy Statement | Parker-Hannifin Corporation |

  267. SHAREHOLDER RECOMMENDATIONS FOR DIRECTOR NOMINEES

    SHAREHOLDER RECOMMENDATIONS FOR DIRECTOR NOMINEES The Corporate Governance and Nominating Committee will consider shareholder recommendations for nominees for election to our Board of Directors if such recommendations are in writing and set forth the information listed below. Such recommendations must be submitted to Parker-Hannifin Corporation, 6035 Parkland Boulevard, Cleveland, Ohio 44124-4141, Attention: Secretary, and must be received at our executive offices on or before June 30 of each year in anticipation of the following Annual Meeting of Shareholders. All shareholder recommendations for Director nominees must set forth the following information:

  268. SHAREHOLDER RECOMMENDATIONS FOR DIRECTOR NOMINEES

    | 1. | The name and address of the shareholder recommending the candidate for consideration as such information appears on our records, the telephone number where such shareholder can be reached during normal business hours, the number of common shares owned by such shareholder and the length of time such shares have been owned by the shareholder; if such person is not a shareholder of record or if such shares are owned by an entity, reasonable evidence of such person’s beneficial ownership of such shares or such person’s authority to act on behalf of such entity; |

  269. SHAREHOLDER RECOMMENDATIONS FOR DIRECTOR NOMINEES

    | 2. | Complete information as to the identity and qualifications of the proposed nominee, including the full legal name, age, business and residence addresses and telephone numbers and other contact information, and the principal occupation and employment of the candidate recommended for consideration, including his or her occupation for at least the past five years, with a reasonably detailed description of the background, education, professional affiliations and business and other relevant experience (including Directorships, employment and civic activities) and qualifications of the candidate; |

  270. SHAREHOLDER RECOMMENDATIONS FOR DIRECTOR NOMINEES

    | 3. | The reasons why, in the opinion of the recommending shareholder, the proposed nominee is qualified and suited to be a Director; |

  271. SHAREHOLDER RECOMMENDATIONS FOR DIRECTOR NOMINEES

    | 4. | The disclosure of any relationship of the candidate being recommended with us or any of our subsidiaries or affiliates, whether direct or indirect; |

  272. SHAREHOLDER RECOMMENDATIONS FOR DIRECTOR NOMINEES

    | 5. | A description of all relationships, arrangements and understandings between the proposing shareholder and the candidate and any other person(s) (naming such person(s)) pursuant to which the candidate is being proposed or would serve as a Director, if elected; and |

  273. SHAREHOLDER RECOMMENDATIONS FOR DIRECTOR NOMINEES

    | 6. | A written acknowledgment by the candidate being recommended that he or she has consented to being considered as a candidate, has consented to our undertaking of an investigation into that individual’s background, education, experience and other qualifications in the event that the Corporate Governance and Nominating Committee desires to do so, has consented to be named in our Proxy Statement and has consented to serve as a Director, if elected. |