DEF 14A of Parker-Hannifin Corp, Sep 23, 2022

DEF 14A of Parker-Hannifin Corp

Filed Sep 23, 2022 · FY20220001193125-22-249740

Open on EDGAR

  1. (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

    (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check all boxes that apply):

  2. (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

    | ☒ | No fee required. |

  3. (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

    | ☐ | Fee paid previously with preliminary materials. |

  4. (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

    | ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |

  5. (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

    | PARKER HANNIFIN PROXY STATEMENT | |

  6. (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

    | ENGINEERING YOUR SUCCESS. |

  7. (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

    Parker-Hannifin Corporation is a Fortune 250 global leader in motion and control technologies. For more than a century, the company has engineered the success of its customers in a wide range of diversified industrial and aerospace markets.

  8. (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

    | The Win Strategy™ - | The Win Strategy is Parker’s business system that defines the goals and initiatives that drive growth, transformation and success. |

  9. (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

    | Our Values - | Our values shape our culture and our interactions with stakeholders and the communities in which we operate and live. |

  10. (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

    | Winning Culture We insist on integrity and ethical behavior and we value compassion, respect and inclusion in all aspects of our global business. We seek to raise the quality of life through responsible, global stewardship. | Passionate People We are empowered – every idea counts and every role has a voice. We are committed to safety and realize the value of our collective efforts. We believe our strength comes from the relationships and trust we establish with each other, our customers, suppliers, distributors and the world we serve. | | Valued Customers We partner with our customers to increase their productivity and profitability, ensuring their success as well as ours. We are committed to serving our customers through innovation, value creation and the highest quality system solutions. | Engaged Leadership We lead by example, demonstrating our values in all circumstances and at all times. Our character, experience and abilities are the foundation of Parker’s operational excellence. We hold ourselves accountable for achieving the results our stakeholders expect. We listen to and encourage one another, and take pride in our growth and accomplishments. |

  11. (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

    | Our Purpose - | Our purpose provides inspiration and direction for our team members and highlights how we can have a positive impact on the world. |

  12. Governance

    Governance

  13. Governance

    | Board Diversity and Composition | 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. The metrics included in the graphic below reflect the Board structure and composition of our twelve current Directors. Each Director brings his or her own unique background and range of expertise, knowledge and experience, which we believe provides an optimal and diverse mix of skills and qualifications necessary for our Board to effectively fulfill its oversight responsibilities. |

  14. Governance

    | 8 | |

  15. Governance

    | Board and Committee Practices | • Modified our Corporate Governance Guidelines and the charters of our Audit, Corporate Governance and Nominating and Human Resources and Compensation Committees to expressly identify the specific areas of ESG oversight responsibility of the full Board and each Committee. • Director retirement is mandatory (with no exceptions or conditions) after reaching age 72 • Robust stock ownership guidelines for our Directors and executive officers (all of whom are compliant with such guidelines) • Annual Board, Committee and individual Director evaluations • Annual review of our Chief Executive Officer by all independent Directors • None of our Directors are “overboarded” – three do not sit on any other public company boards, seven sit on one other public company board, one sits on two other public company boards, and one sits on three other public company boards • Each of our Directors attended more than 94% of his or her meetings of our Board of Directors and his or her Committee meetings during fiscal year 2022 • Each Committee of our Board of Directors has a published charter that is reviewed and evaluated at least annually | | Shareholder Rights | • Annual election of all Directors • Majority voting and resignation policy for uncontested Director elections • Proxy access permitted for eligible shareholders | | Board Independence | • Board Committees are 100% comprised of independent Directors • Independent Directors meet regularly and frequently (at least four times per year) without management | | Oversight of Risk | • 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 ESG matters. For more information on the Board’s oversight responsibilities, see pages 26-29 of this Proxy Statement. | | Guidelines and Codes of Conduct | • Published Global Code of Business Conduct applicable to our Board of Directors • Published Corporate Governance Guidelines |

  16. Governance

    | 2022 Proxy Statement | 9 |

  17. Board Nominees

    Board Nominees

  18. Board Nominees

    | | | | Committee Membership | | | | Name | Principal Employment | Director Since | HRC | CGN | AC | | Lee C. Banks | Vice Chairman and President of Parker-Hannifin Corporation | 2015 | | | | | Jillian C. Evanko | President and Chief Executive Officer of Chart Industries, Inc. | 2021 | | | | | Lance M. Fritz | Chairman, President and Chief Executive Officer of Union Pacific Corporation | 2021 | | | | | Linda A. Harty | Former Treasurer of Medtronic plc | 2007 | | | | | William F. Lacey | Vice President of Finance (Books, Kindle and Digital Content) of Amazon | 2021 | | | | | Kevin A. Lobo | Chairman, Chief Executive Officer and President of Stryker Corporation | 2013 | | | | | Joseph Scaminace | Former Chairman and Chief Executive Officer of OM Group, Inc. | 2004 | | | | | Åke Svensson | Chairman of Swedavia AB | 2010 | | | | | Laura K. Thompson | Former Executive Vice President and Chief Financial Officer of The Goodyear Tire & Rubber Company | 2019 | | | | | James R. Verrier | Former President and Chief Executive Officer of BorgWarner, Inc. | 2016 | | | | | James L. Wainscott (Lead Director) | Former Chairman, Chief Executive Officer and President of AK Steel Holding Corporation | 2009 | | | | | Thomas L. Williams | Chairman and Chief Executive Officer of Parker-Hannifin Corporation | 2015 | | | |

  19. Board Nominees

    | AC Audit Committee | | Member | | HRC Human Resource and Compensation Committee | | Chair | | CGN Corporate Governance and Nominating Committee | | |

  20. Board Nominees

    | | THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” EACH OF THE NOMINEES TO THE BOARD OF DIRECTORS. |

  21. Board Nominees

    | 12 | |

  22. Director Biographies

    Director Biographies Nominees for Election as Directors for Terms Expiring in 2023

  23. Lee C. Banks

    Lee C. Banks

  24. Lee C. Banks

    | | Director Since: 2015 Age: 59 Committees: None | Other Public Company Directorships: • Westinghouse Air Brake Technologies Corporation (Wabtec) (since 2020) • Nordson Corporation (former) (2010-2020) |

  25. 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:

  26. Lee C. Banks

    | • | extensive service as Vice Chairman and President, President and Chief Operating Officer, and in various other senior leadership positions during his over 30-year career with us; |

  27. Lee C. Banks

    | • | intimate working knowledge of our day-to-day business, plans, strategies and initiatives; |

  28. Lee C. Banks

    | • | service on other public company boards; |

  29. Lee C. Banks

    | • | proven ability to work efficiently and effectively with our other Directors to oversee and address issues and risks facing our business; and |

  30. Lee C. Banks

    | • | 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. |

  31. Jillian C. Evanko

    Jillian C. Evanko

  32. Jillian C. Evanko

    | | Director Since: 2021 Age: 44 Committees: Audit Human Resources and Compensation | Other Public Company Directorships: • Chart Industries, Inc. (since 2018) • Alliant Energy Corporation (former) (2019-2021) |

  33. 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:

  34. Jillian C. Evanko

    | • | 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; |

  35. Jillian C. Evanko

    | • | service on other public company boards; |

  36. Jillian C. Evanko

    | • | independence under the applicable independence standards of the New York Stock Exchange and our Independence Standards for Directors; |

  37. Jillian C. Evanko

    | • | proven ability to work efficiently and effectively with our other Directors to oversee and address issues and risks facing our business; and |

  38. Jillian C. Evanko

    | • | high level of commitment to our Board of Directors and integrity, honesty, judgment and professionalism. |

  39. Jillian C. Evanko

    | 2022 Proxy Statement | 15 |

  40. Lance M. Fritz

    Lance M. Fritz

  41. Lance M. Fritz

    | | Director Since: 2021 Age: 59 Committees: Corporate Governance and Nominating Human Resources and Compensation | Other Public Company Directorships: • Union Pacific Corporation (since 2015) |

  42. Lance M. Fritz

    Mr. Fritz has been Chairman of the Board of Union Pacific Corporation (rail transport) 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:

  43. Lance M. Fritz

    | • | extensive service as President and Chief Executive Officer of Union Pacific Corporation and other leadership positions at successful global companies of significant size; |

  44. Lance M. Fritz

    | • | service on other public company boards; |

  45. Lance M. Fritz

    | • | independence under the applicable independence standards of the New York Stock Exchange and our Independence Standards for Directors; |

  46. Lance M. Fritz

    | • | proven ability to work efficiently and effectively with our other Directors to oversee and address issues and risks facing our business; and |

  47. Lance M. Fritz

    | • | high level of commitment to our Board of Directors and integrity, honesty, judgment and professionalism. |

  48. Linda A. Harty

    Linda A. Harty

  49. Linda A. Harty

    | | Director Since: 2007 Age: 62 Committees: Audit (Chair) Corporate Governance and Nominating | Other Public Company Directorships: • Westinghouse Air Brake Technologies Corporation (Wabtec) (since 2016) • Syneos Health, Inc. (since 2017) • Chart Industries, Inc. (since 2021) |

  50. 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:

  51. Linda A. Harty

    | • | extensive service in senior finance and accounting leadership positions at Medtronic plc and other successful global companies of significant size; |

  52. Linda A. Harty

    | • | service on other public company boards; |

  53. Linda A. Harty

    | • | former Certified Public accountant (CPA) and qualification as an audit committee financial expert as defined in the federal securities laws; |

  54. Linda A. Harty

    | • | independence under the applicable independence standards of the New York Stock Exchange and our Independence Standards for Directors; |

  55. Linda A. Harty

    | • | proven ability to work efficiently and effectively with our other Directors to oversee and address issues and risks facing our business; and |

  56. Linda A. Harty

    | • | high level of commitment to our Board of Directors and integrity, honesty, judgment and professionalism. |

  57. Linda A. Harty

    | 16 | |

  58. William F. Lacey

    William F. Lacey

  59. William F. Lacey

    | | Director Since: 2021 Age: 52 Committees: Audit Corporate Governance and Nominating | Other Public Company Directorships: • None |

  60. William F. Lacey

    Mr. Lacey has been Vice President of Finance (Books, Kindle and Digital Content) of Amazon (e-commerce) since February 2022. He previously was Chief Executive Officer of GE Lighting (lighting technology), a Savant company, from 2015 to February 2022; and 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:

  61. William F. Lacey

    | • | extensive service as President and Chief Executive Officer of GE Lighting and in senior finance and accounting leadership positions at Amazon and General Electric, successful global companies of significant size; |

  62. William F. Lacey

    | • | independence under the applicable independence standards of the New York Stock Exchange and our Independence Standards for Directors; |

  63. William F. Lacey

    | • | proven ability to work efficiently and effectively with our other Directors to oversee and address issues and risks facing our business; and |

  64. William F. Lacey

    | • | high level of commitment to our Board of Directors and integrity, honesty, judgment and professionalism. |

  65. Kevin A. Lobo

    Kevin A. Lobo

  66. Kevin A. Lobo

    | | Director Since: 2013 Age: 57 Committees: Audit Human Resources and Compensation | Other Public Company Directorships: • Stryker Corporation (since 2012) |

  67. Kevin A. Lobo

    Mr. Lobo has been Chairman of the Board of Stryker Corporation (medical technologies) 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:

  68. Kevin A. Lobo

    | • | extensive service in senior leadership positions at Stryker Corporation and other successful global companies of significant size; |

  69. Kevin A. Lobo

    | • | service on other public company boards; |

  70. Kevin A. Lobo

    | • | qualification as an audit committee financial expert as defined in the federal securities laws; |

  71. Kevin A. Lobo

    | • | independence under the applicable independence standards of the New York Stock Exchange and our Independence Standards for Directors; |

  72. Kevin A. Lobo

    | • | proven ability to work efficiently and effectively with our other Directors to oversee and address issues and risks facing our business; and |

  73. Kevin A. Lobo

    | • | high level of commitment to our Board of Directors and integrity, honesty, judgment and professionalism. |

  74. Kevin A. Lobo

    | 2022 Proxy Statement | 17 |

  75. Joseph Scaminace

    Joseph Scaminace

  76. Joseph Scaminace

    | | Director Since: 2004 Age: 69 Committees: Human Resources and Compensation (Chair) Corporate Governance and Nominating | Other Public Company Directorships: • Cintas Corporation (since 2010) (Lead Director) |

  77. Joseph Scaminace

    Now retired, Mr. Scaminace served as the Chairman 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:

  78. Joseph Scaminace

    | • | extensive service as Chief Executive Officer and Chairman of the Board of OM Group, Inc., and prior leadership positions at other successful global companies of significant size; |

  79. Joseph Scaminace

    | • | service on other public company boards; |

  80. Joseph Scaminace

    | • | independence under the applicable independence standards of the New York Stock Exchange and our Independence Standards for Directors; |

  81. Joseph Scaminace

    | • | proven ability to work efficiently and effectively with our other Directors to oversee and address issues and risks facing our business; and |

  82. Joseph Scaminace

    | • | high level of commitment to our Board of Directors and integrity, honesty, judgment and professionalism. |

  83. Åke Svensson

    Åke Svensson

  84. Åke Svensson

    | | Director Since: 2010 Age: 70 Committees: Audit Corporate Governance and Nominating | Other Public Company Directorships: • None |

  85. 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, Chief Executive Officer and President 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:

  86. Åke Svensson

    | • | extensive service and leadership positions with Saab AB, a successful European aerospace, defense and security company of significant size; |

  87. Åke Svensson

    | • | extensive knowledge of European aerospace, defense and security businesses and related issues and trends; |

  88. Åke Svensson

    | • | independence under the applicable independence standards of the New York Stock Exchange and our Independence Standards for Directors; |

  89. Åke Svensson

    | • | proven ability to work efficiently and effectively with our other Directors to oversee and address issues and risks facing our business; and |

  90. Åke Svensson

    | • | high level of commitment to our Board of Directors and integrity, honesty, judgment and professionalism. |

  91. Åke Svensson

    | 18 | |

  92. Laura K. Thompson

    Laura K. Thompson

  93. Laura K. Thompson

    | | Director Since: 2019 Age: 58 Committees: Audit Corporate Governance and Nominating | Other Public Company Directorships: • Wesco International (since 2019) • Titan International, Inc. (since 2021) |

  94. 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:

  95. Laura K. Thompson

    | • | extensive service as Executive Vice President and Chief Financial Officer and in other key leadership positions at The Goodyear Tire & Rubber Company, a successful global company of significant size; |

  96. Laura K. Thompson

    | • | service on other public company boards; |

  97. Laura K. Thompson

    | • | qualification as an audit committee financial expert as defined in the federal securities laws; |

  98. Laura K. Thompson

    | • | independence under the applicable independence standards of the New York Stock Exchange and our Independence Standards for Directors; |

  99. Laura K. Thompson

    | • | proven ability to work efficiently and effectively with our other Directors to oversee and address issues and risks facing our business; and |

  100. Laura K. Thompson

    | • | high level of commitment to our Board of Directors and integrity, honesty, judgment and professionalism. |

  101. James R. Verrier

    James R. Verrier

  102. James R. Verrier

    | | Director Since: 2016 Age: 59 Committees: Audit Human Resources and Compensation | Other Public Company Directorships: • BorgWarner, Inc. (former) (2013-2018) |

  103. 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:

  104. James R. Verrier

    | • | service as a director, Chief Executive Officer and President of BorgWarner, Inc., a successful global company of significant size; |

  105. James R. Verrier

    | • | service on other public company boards; |

  106. James R. Verrier

    | • | independence under the applicable independence standards of the New York Stock Exchange and our Independence Standards for Directors; |

  107. James R. Verrier

    | • | proven ability to work efficiently and effectively with our other Directors to oversee and address issues and risks facing our business; and |

  108. James R. Verrier

    | • | high level of commitment to our Board of Directors and integrity, honesty, judgment and professionalism. |

  109. James R. Verrier

    | 2022 Proxy Statement | 19 |

  110. James L. Wainscott

    James L. Wainscott

  111. James L. Wainscott

    | | Director Since: 2009 Age: 65 Committees: Corporate Governance and Nominating (Chair and Lead Director) Human Resources and Compensation | Other Public Company Directorships: • CSX Corporation (since 2020) |

  112. 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:

  113. James L. Wainscott

    | • | extensive service as President, Chief Executive Officer and Chairman of the Board of AK Steel Holding Corporation, a successful global company of significant size; |

  114. James L. Wainscott

    | • | service on other public company boards; |

  115. James L. Wainscott

    | • | independence under the applicable independence standards of the New York Stock Exchange and our Independence Standards for Directors; |

  116. James L. Wainscott

    | • | 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 |

  117. James L. Wainscott

    | • | high level of commitment to our Board of Directors and integrity, honesty, judgment and professionalism. |

  118. Thomas L. Williams

    Thomas L. Williams

  119. Thomas L. Williams

    | | Director Since: 2015 Age: 63 Committees: None | Other Public Company Directorships: • The Goodyear Tire & Rubber Company (since 2019) • Chart Industries, Inc. (former) (2008-2019) |

  120. 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:

  121. Thomas L. Williams

    | • | extensive service as Chief Executive Officer, Executive Vice President and Operating Officer and various other operational leadership positions during his 18-year career with us; |

  122. Thomas L. Williams

    | • | intimate, working knowledge of our day-to-day business, plans, strategies and initiatives; |

  123. Thomas L. Williams

    | • | service on other public company boards; |

  124. Thomas L. Williams

    | • | proven ability to work efficiently and effectively with our other Directors to oversee and address issues and risks facing our business; and |

  125. Thomas L. Williams

    | • | 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. |

  126. Thomas L. Williams

    | 20 | |

  127. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  128. Compensation of Directors

    Compensation of Directors Directors who are also our team members do not receive any additional compensation for their services as Directors. As a result, Thomas L. Williams and Lee C. Banks are not included in the table on page 33. During fiscal year 2022, 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 on page 60 of this Proxy Statement. The following table reflects the annual retainers of the non-employee Directors effective during fiscal year 2022:

  129. Compensation of Directors

    | | Approved August 15 and September 7, 2018 | Approved August 11, 2021 | | Annual Retainers | Effective beginning 10/24/2018 | Effective beginning 10/27/2021 | | Lead Director and Corporate Governance and Nominating Committee Chair: | $200,000 | $220,000 | | Audit Committee Chair: | $165,000 | $180,000 | | Human Resources and Compensation Committee Chair: | $165,000 | $180,000 | | Non-Chair Committee members: | $140,000 | $150,000 |

  130. Compensation of Directors

    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 2022 each director received two additional payments of $2,000. During fiscal year 2022, 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 27, 2021 and who was not a current employee was granted 556 restricted stock units (“RSUs”) under our Amended 2016 Equity Plan (as defined below). Ms. Evanko’s and Mr. Fritz’s pro-rated award of 547 RSUs granted upon their appointments to the Board in January 2021 vested on January 27, 2022; Mr. Lacey’s pro-rated award of 365 RSUs granted upon his appointment to the Board in April 2021 vested 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.

  131. Compensation of Directors

    | 32 | |

  132. Director Compensation

    Director Compensation

  133. Director Compensation for Fiscal Year 2022

    Director Compensation for Fiscal Year 2022 The following table sets forth compensation information for our non-employee Directors for fiscal year 2022.

  134. Director Compensation for Fiscal Year 2022

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | All Other Compensation ($)(2) | Total ($) | | Jillian C. Evanko | 150,774 | 165,677 | 2,314 | 318,765 | | Lance M. Fritz | 150,774 | 165,677 | 2,314 | 318,765 | | Linda A. Harty | 179,161 | 165,677 | 1,704 | 346,542 | | William F. Lacey | 150,774 | 165,677 | 2,577 | 319,028 | | Kevin A. Lobo | 150,774 | 165,677 | 1,704 | 318,155 | | Joseph Scaminace | 179,161 | 165,677 | 11,704 | 356,542 | | Åke Svensson | 150,774 | 165,677 | 1,704 | 318,155 | | Laura K. Thompson | 150,774 | 165,677 | 4,204 | 320,655 | | James R. Verrier | 150,774 | 165,677 | 1,704 | 318,155 | | James L. Wainscott | 217,548 | 165,677 | 11,704 | 394,929 | | Candy M. Obourn | 45,161 | – | – | 45,161 |

  135. Director Compensation for Fiscal Year 2022

    | This column represents the aggregate grant date fair value of RSUs granted under our Amended 2016 Equity Plan in fiscal year 2022 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 27, 2021 received 556 RSUs on his or her grant date. As of June 30, 2022, each non-employee Director, other than Ms. Obourn, held 556 RSUs, and none of the non-employee Directors held options or SARs.(1) |

  136. Director Compensation for Fiscal Year 2022

    | 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 2022 and in the case of Jillian C. Evanko, Lance M. Fritz and William F. Lacey, the unvested RSUs granted in 2021, and (b) the following matching gifts under our Matching Gifts Program: Mr. Scaminace-$10,000; Ms. Thompson- $2,500; and Mr. Wainscott-$10,000. For more information regarding our Matching Gifts Program, see the Compensation Discussion and Analysis section on page 60 of this Proxy Statement.(2) |

  137. Director Compensation for Fiscal Year 2022

    | 2022 Proxy Statement | 33 |

  138. 2022 Executive Compensation Program

    | Category of Compensation | Element(s) of Compensation | Defined/Described Beginning on: | | Base Salaries | Base Salaries | Page 45 | | Annual Cash Incentive Compensation | Target Incentive Bonuses | Page 47 | | | General RONA Bonuses | Page 48 | | | Converted RONA Bonuses | Page 48 | | | PGI Plan | Page 50 | | Long-Term Incentive Compensation | LTIP Awards | Page 51 | | | Stock Incentives | Page 53 | | | Restricted Stock Units | Page 54 | | Employee Benefits | Various | Page 54 | | Executive Perquisites | Various | Page 59 |

  139. 2022 Executive Compensation Program

    | Officer participation in our Profitable Growth Incentive Plan is limited to our operating group presidents; as such, Mr. Weeks (Vice President and President—Engineered Materials Group) is the only Named Executive Officer who was eligible for the Profitable Growth Incentive Plan in fiscal year 2022.** |

  140. Compensation Practices

    | What We Do | What We Don’t Do | | Executive compensation program with pay-for-performance structure aligned with The Win Strategy The target total direct 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 18% fixed and 82% at-risk Annual advisory vote on executive compensation with consistent high degree of approval One-year minimum vesting or performance period requirements for equity incentives 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 Robust Stock Ownership Guidelines for executive Officers and Directors | Offer employment agreements to our executives Offer above-market earnings on contributions to deferred compensation accounts Grant stock options or SARs with an exercise price less than the fair market value of Parker’s common stock on the date of grant Re-price stock options or SARs Cash out underwater stock options or SARs Include reload provisions in any stock option or SAR grant Permit directors or employees, or their respective related persons, to engage in short sales of Parker’s stock or to trade in instruments designed to hedge against price declines in Parker’s stock Permit directors or officers to hold Parker securities in margin accounts or to pledge Parker securities as collateral for loans or other obligations |

  141. Compensation Consultants and Benchmarking

    Compensation Consultants and Benchmarking The Committee regularly monitors, reviews and evaluates our executive compensation program to help 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 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 cash incentive compensation, 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. The Peer Group companies for fiscal year 2022 remained the same as fiscal year 2021 and consisted of the following companies:

  142. Compensation Consultants and Benchmarking

    | Peer Group Companies | | | | • Caterpillar Inc. • Colfax Corporation(1) • Cummins Inc. • Danaher Corporation • Deere & Company • Dover Corporation | • Eaton Corporation plc • Emerson Electric Co. • Flowserve Corporation • Fortive Corporation • Honeywell International Inc. • Illinois Tool Works Inc. | • Ingersoll Rand Inc. • ITT Inc. • Johnson Controls International plc • Rockwell Automation, Inc. • Textron Inc. • Trane Technologies plc |

  143. Compensation Consultants and Benchmarking

    | Colfax Corporation became Enovis Corporation in April 2022(1) |

  144. Compensation Consultants and Benchmarking

    Mercer also provided other compensation consulting services to the Committee during fiscal year 2022, including:

  145. 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; |

  146. 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; |

  147. Compensation Consultants and Benchmarking

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

  148. Compensation Consultants and Benchmarking

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

  149. Compensation Consultants and Benchmarking

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

  150. Compensation Consultants and Benchmarking

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

  151. Compensation Consultants and Benchmarking

    | 2022 Proxy Statement | 41 |

  152. Compensation Consultants and Benchmarking

    In fiscal year 2022, we paid $212,473 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. 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:

  153. Compensation Consultants and Benchmarking

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

  154. Compensation Consultants and Benchmarking

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

  155. Compensation Consultants and Benchmarking

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

  156. Compensation Consultants and Benchmarking

    | • | providing services as an insurance broker. |

  157. Compensation Consultants and Benchmarking

    In fiscal year 2022, we paid $745,898 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 $19.82 billion as reported in its Annual Report on Form 10-K for the fiscal year ended December 31, 2021. 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:

  158. Compensation Consultants and Benchmarking

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

  159. Compensation Consultants and Benchmarking

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

  160. 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; |

  161. 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; |

  162. 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; |

  163. 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 |

  164. 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). |

  165. Compensation Consultants and Benchmarking

    | 42 | |

  166. General Policies and Practices Relating to 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. |

  167. General Policies and Practices Relating to Executive Compensation

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

  168. General Policies and Practices Relating to Executive Compensation

    The Committee generally makes all elements of executive compensation available to all executive officers and makes executive compensation decisions on a consistent and equitable basis. The Committee generally does not offer any element to an executive officer that is not available to other executive officers. As described beginning on page 50, however, the PG RONA Multiplier is applied only to our operating group presidents, and, therefore, Mr. Weeks is our only Named Executive Officer to whom the PG RONA Multiplier was applied in fiscal year 2022. The Committee also occasionally grants retention and/or recognition awards to executive officers who make extraordinary contributions to the Company’s success, or for whom a retention incentive is appropriate. 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 to the Named Executive Officers other than Stock Incentives. The Committee retains this downward discretion for the following purposes:

  169. General Policies and Practices Relating to Executive Compensation

    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.

  170. Compensation Risk Review

    | • | 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; |

  171. Compensation Risk Review

    | • | 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; |

  172. Compensation Risk Review

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

  173. Compensation Risk Review

    | • | 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; |

  174. Compensation Risk Review

    | • | 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); |

  175. Compensation Risk Review

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

  176. Compensation Risk Review

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

  177. Compensation Risk Review

    | • | 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; |

  178. Base Salaries

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

  179. 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 2022, base salaries for the Named Executive Officers were generally increased in the range of approximately 5.5% to 7.5% for officers remaining in their same role year over year in consideration of the factors described above and to better align with the Peer Group median for similarly situated persons at our Peer Group companies. The table below reflects the base salaries as approved by the Committee in fiscal year 2022 as well as the total base salary actually paid to each of the Named Executive Officers as of June 30, 2022, which is also included in the “Salary” column of the Summary Compensation Table for Fiscal Year 2022.

  180. 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 50, 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 2022, Target Incentive Bonuses, General RONA Bonuses and Converted RONA Bonuses, in the aggregate at target, represented the following percentages of base salary for each of our Named Executive Officers, which percentages remained consistent with target aggregate percentages for fiscal year 2021 for officers serving in the same role year over year:

  181. Annual Cash Incentive Compensation

    | Target Percentage of Base Salary |

  182. Annual Cash Incentive Compensation

    | Named Executive Officers | Target Incentive Bonuses General RONA Bonuses(1) and Converted RONA Bonuses | | Thomas L. Williams | 161% | | Todd M. Leombruno | 96% | | Lee C. Banks | 107% | | Jennifer A. Parmentier | 108% | | Andrew M. Weeks | 74% |

  183. Annual Cash Incentive Compensation

    | Because General RONA Bonuses are calculated based on actual base salary received during the fiscal year the mid-year increases in salary for Mr. Leombruno and Ms. Parmentier had an impact on General RONA bonus payouts.(1) |

  184. Annual Cash Incentive Compensation

    | 46 | |

  185. 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. Target Incentive Bonuses During fiscal year 2022, 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 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%, 10% and 14.5% 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 2022. 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 2021 levels of 12.5% and 9%, respectively, to 14.5% and 10%, respectively, for fiscal year 2022, and kept the bottom quartile threshold the same as fiscal year 2021 at 5.5%. The following table illustrates how final fiscal year 2022 Target Incentive Bonus amounts would be calculated:

  186. Annual Cash Incentive Compensation

    | Below Threshold | | Threshold | Target | | | Maximum | | | | | | | Actual Free Cash Flow Margin: 13.94% Actual Payment 187.56% | | | FY2022 Free Cash Flow Margin | | | | | | | | | Less than 5.5% | 5.5% | | 10% | | 14.5% | | Payout% | 0% | 50% | | 100% | | 200% |

  187. Annual Cash Incentive Compensation

    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 2022 was 10.0% and a maximum payout of 200% of his or her target award if our free cash flow margin was greater than or equal to 14.5%, 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 2022 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 2022, 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 2022 was 13.94% (calculated by taking the difference of fiscal year 2022 cash flow from operating activities of $2,441,730,000 less fiscal year 2022 capital expenditures of $230,044,000 and dividing the result by fiscal year 2022 net sales of $15,861,608,000). Accordingly, each of the Named Executive Officers received 187.56% 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 2022.

  188. Annual Cash Incentive Compensation

    | Named Executive Officer | Target Incentive Bonus ($) | Actual Target Incentive Bonus Amount ($) | | Thomas L. Williams | 980,000 | 1,838,088 | | Todd M. Leombruno | 288,000 | 540,173 | | Lee C. Banks | 506,300 | 949,616 | | Jennifer A. Parmentier | 337,500 | 633,015 | | Andrew M. Weeks | 160,800 | 301,596 |

  189. Annual Cash Incentive Compensation

    | 2022 Proxy Statement | 47 |

  190. Annual Cash Incentive Compensation

    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 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”. General RONA Bonuses and Converted RONA Bonuses During fiscal year 2022, 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:

  191. Annual Cash Incentive Compensation

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

  192. Annual Cash Incentive Compensation

    | • | 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 |

  193. Annual Cash Incentive Compensation

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

  194. Annual Cash Incentive Compensation

    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:

  195. Annual Cash Incentive Compensation

    | • | 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. |

  196. Annual Cash Incentive Compensation

    | • | 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 on our annual goals for return on net assets. In fiscal year 2022, 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.” |

  197. Annual Cash Incentive Compensation

    | 48 | |

  198. Annual Cash Incentive Compensation

    | • | 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). |

  199. Annual Cash Incentive Compensation

    | • | 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. |

  200. Annual Cash Incentive Compensation

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

  201. Annual Cash Incentive Compensation

    | General RONA Bonuses | | | | | | | Named Executive Officer | Base Salary Earned | Target General RONA Bonus Amount | Target General RONA Bonus “Shares” | General RONA Bonus “Multiple” | Actual General RONA Bonus Amount | | Thomas L. Williams | 1,387,500 | 1,190,000 | 17 | 7.69% | 1,813,879 | | Todd M. Leombruno | 736,667 | 324,000 | 9 | 7.69% | 509,847 | | Lee C. Banks | 1,112,500 | 618,750 | 11 | 7.69% | 941,064 | | Jennifer A. Parmentier(1) | 765,423 | 412,500 | 11 | 7.69% | 617,544 | | Andrew M. Weeks(2) | 636,283 | 257,320 | 8 | 10.00% | 509,027 |

  202. Annual Cash Incentive Compensation

    | Ms. Parmentier’s Target General RONA Bonus was increased by 15%, from 40% to 55%, as a result of her promotion to Chief Operating Officer effective August 9, 2021, and her target General RONA Bonus shares were increased to 11 shares.(1) |

  203. Annual Cash Incentive Compensation

    | In fiscal year 2022, 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 7.69% upon the Committee’s exercise of downward discretion, and then increased to 10.00% after applying his PG RONA Multiplier under our PGI Plan.(2) |

  204. Annual Cash Incentive Compensation

    | 2022 Proxy Statement | 49 |

  205. Annual Cash Incentive Compensation

    | 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 | 83,700 | 1.19 | 7.69% | 128,731 | | Todd M. Leombruno | 79,900 | 1.48 | 7.69% | 88,312 | | Lee C. Banks | 83,260 | 1.69 | 7.69% | 128,054 | | Jennifer A. Parmentier | 57,420 | 1.88 | 7.69% | 122,886 | | Andrew M. Weeks | 57,240 | 1.86 | 7.69% | 88,035 |

  206. Annual Cash Incentive Compensation

    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 2022. 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) 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 47.5%. 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. 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:

  207. Annual Cash Incentive Compensation

    | 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% |

  208. Annual Cash Incentive Compensation

    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 2022, 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 7.69% General RONA Bonus multiple to 10% for Mr. Weeks, as reflected in the General RONA Bonuses table above. Fiscal Year 2023 Annual Cash Incentive Program On August 17, 2022, the Committee approved and adopted the Parker-Hannifin Corporation Officer Annual Cash Incentive Plan (the “Officer ACIP”), effective July 1, 2022, and established fiscal year 2023 target opportunities thereunder for the Company’s executive officers. Commencing with fiscal year 2023, the Officer ACIP replaces Target Incentive Bonuses, General RONA Bonuses, Converted RONA Bonuses and the Profitable Growth Incentive Plan.

  209. Annual Cash Incentive Compensation

    | 50 | |

  210. Annual Cash Incentive Compensation

    The Officer ACIP provides for annual award payouts based on the achievement of performance goals. The performance goals are tied to three performance metrics (segment operating income weighted at 40%, sales revenue weighted at 20% and cash flow weighted at 40%), with each metric evaluated at three performance levels (threshold, target or maximum). The performance levels equate to a percentage of the target payout with respect to the applicable metric (50% for threshold, 100% for target and 200% for maximum). The percentage payout for each metric will be interpolated for performance levels achieved between threshold and target and between target and maximum. The award payout may be further modified by applying a multiplier of up to plus or minus 20% based upon additional performance goals relating to environmental, social and governance matters and other strategic imperatives. The application of the multiplier cannot increase a participant’s award payout above 200% of such participant’s target opportunity. We expect to discuss the Officer ACIP program for fiscal 2023 in greater detail in our 2023 Proxy Statement.

  211. 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.

  212. Long-Term Incentive Compensation

    | Component | Description | 2022 | 2023 | 2024 | | LTIP Awards | 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 pro-rated 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. | “Cliff” vesting after three-year performance period | | | | Stock Incentives | 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. | Annual vesting over three-year performance period | | | | | | 1/3 | 1/3 | 1/3 |

  213. Long-Term Incentive Compensation

    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. 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 2022, 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 2022-23-24 performance period based on the following target LTIP Award values for the calendar year 2022-23-24 performance period:

  214. Long-Term Incentive Compensation

    | Named Executive Officer | Target LTIP Award Shares | Target LTIP Award Values ($) | | Thomas L. Williams | 18,480 | 5,750,000 | | Todd M. Leombruno | 4,500 | 1,400,000 | | Lee C. Banks | 8,360 | 2,600,000 | | Jennifer A. Parmentier(1) | 5,300 | 1,650,000 | | Andrew M. Weeks | 2,410 | 750,000 |

  215. Long-Term Incentive Compensation

    | Ms. Parmentier also received supplemental LTIP awards for the calendar years 2019-20-21, 2020-21-22 and 2021-22-23 performance periods in the amounts of 763, 2,067 and 2,714 target shares respectively, for a total number of 5,544 additional LTIP target shares in connection with her promotion to Chief Operating Officer.(1) |

  216. Long-Term Incentive Compensation

    | 2022 Proxy Statement | 51 |

  217. Long-Term Incentive Compensation

    The target LTIP Award shares shown in this table 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 2022 table. The “Stock Awards” column of the Summary Compensation Table for Fiscal Year 2022 includes the aggregate grant date fair value of these awards in fiscal year 2022. Under the Officer LTIP Plan, the actual payouts for these LTIP Awards will be calculated following the three-year performance period ending December 31, 2024, as follows:

  218. Long-Term Incentive Compensation

    | • | 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%. |

  219. Long-Term Incentive Compensation

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

  220. Long-Term Incentive Compensation

    | • | 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. |

  221. Long-Term Incentive Compensation

    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 2022-23-24 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. For calendar year 2022-23-24 LTIP awards, the Committee determined to adjust the weighting for revenue growth, growth in the fully diluted earnings per share for continuing operations, and average return on invested capital from 20%, 40% and 40% respectively, to 40%, 40% and 20% respectively. The Committee believes the increase over prior years in weighting from 20% to 40% in revenue growth and decrease from 40% to 20% for average return on invested capital from continuing operations more closely aligns the 2022-23-24 LTIP awards with the strongest drivers of total shareholder returns. The following table illustrates how final LTIP Awards will pay out using the weightings as specified above for the applicable performance period:

  222. Long-Term Incentive Compensation

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

  223. Long-Term Incentive Compensation

    At the end of calendar year 2024, 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 the table above, 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 2022-23-24 performance period. This table illustrates that recipients of LTIP Awards granted during calendar year 2022 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 2022-23-24 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.

  224. Long-Term Incentive Compensation

    | 52 | |

  225. Long-Term Incentive Compensation

    In addition, each of the Named Executive Officers received a payout during fiscal year 2022 under LTIP Awards granted during the third quarter of fiscal year 2019 for the three-year performance period ending December 31, 2021. We exceeded our threshold performance measures of 4% average return on average equity and 4% average free cash flow margin with an average return on average equity for the three-year performance period of 22.2% and average free cash flow margin for the three-year performance period of 14.5%, which caused each participant to be eligible for a payout of 200% of the applicable LTIP award. 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 2019-20-21 performance period:

  226. Long-Term Incentive Compensation

    | Performance Measure | Result | Percentile Rank | Weighted Payout Percentage | | Revenue Growth (20%) | 5.33% | 83rd | 40% | | Earnings Per Share Growth (40%) | 40.22% | 78th | 80% | | Average Return on Invested Capital (40%) | 15.53% | 67th | 66.66% |

  227. Long-Term Incentive Compensation

    As a result, each of the Named Executive Officers received the LTIP Award payout during fiscal year 2022 included in the “Number of Shares Acquired on Vesting” column of the Option Exercises and Stock Vested for Fiscal Year 2022 table. Each payment represents a total payout of 186.66% of the target LTIP Award values for the three-year performance period ended December 31, 2021. In utilizing negative discretion to reduce the 2019-20-21 LTIP awards from 200% to 186.66% guided by the performance measures above, the Committee determined to exclude certain unusual expenses related to the pending acquisition of Meggitt PLC, including expenses from the Company’s deal contingent forward hedge and commercial paper issuance. Stock Incentives Each of the Named Executive Officers received Stock Incentives under our Amended 2016 Equity Plan during the first quarter of fiscal year 2022. The Committee grants Stock Incentives to executive officers to encourage and reward efforts and accomplishments that advance the goals of The Win Strategy and make other contributions to maximize long-term shareholder value. The number of Stock Incentives granted by the Committee is determined by utilizing the Black-Scholes valuation model to convert a target dollar value into the number of Stock Incentives to be granted. The Committee uses Mercer’s annual review to help ensure the target dollar values are reasonable in relation to the median of similar compensation offered within the companies included in Mercer’s annual review. The following table shows the target value and the number of Stock Incentives granted to each of the Named Executive Officers in the first quarter of fiscal year 2022:

  228. Long-Term Incentive Compensation

    | Named Executive Officer | Target Value | Stock Incentive Grants (# of Underlying Shares) | | Thomas L. Williams | $5,750,000 | 51,700 | | Todd M. Leombruno | $1,400,000 | 12,590 | | Lee C. Banks | $2,600,000 | 23,380 | | Jennifer A. Parmentier | $1,650,000 | 14,840 | | Andrew M. Weeks | $750,000 | 6,740 |

  229. Long-Term Incentive Compensation

    The fiscal year 2022 Stock Incentive grants shown above are also included in the “All Other Option Awards: Number of Securities Underlying Options” column of the Grants of Plan-Based Awards for Fiscal Year 2022 table and the “Option Awards—Number of Securities Underlying Unexercised Options—Unexercisable” column of the Outstanding Equity Awards at June 30, 2022 table. The “Option Awards” column of the Summary Compensation Table for Fiscal Year 2022 includes the aggregate grant date fair value of these awards in fiscal year 2022. As required by the terms of our Amended 2016 Equity Plan, these fiscal year 2022 Stock Incentives have an exercise price equal to the closing price of our common stock on the date of grant. The plan does not permit the re-pricing of Stock Incentives. The Committee analyzed the terms of our Amended 2016 Equity Plan and considered Mercer’s annual review to establish all other terms of these Stock Incentives. These fiscal year 2022 Stock Incentives have a ten-year term and vest in one-third increments over three years following the grant date. When vested, each Stock Incentive will entitle the holder to receive the increase in value of one common share from the grant date to the date of exercise. Upon exercise of fiscal year 2022 Stock Incentives, common shares will be issued directly to the holder. The appreciation in these Stock Incentives will be calculated by subtracting the grant price from the fair market value of the common shares at exercise, and multiplying the result by the number of Stock Incentives exercised. The number of common shares to be issued is determined by dividing that appreciation by the market price of the common shares at exercise.

  230. Long-Term Incentive Compensation

    | 2022 Proxy Statement | 53 |

  231. Long-Term Incentive Compensation

    Restricted Stock Units On January 26, 2022 the Committee granted an award of 1,610 RSUs to Mr. Weeks for retention purposes and in recognition of his performance and contributions to the execution of the goals of The Win Strategy. This award had a vesting date of January 26, 2025 and would generally have vested only if Mr. Weeks remained an active full-time employee through that date. As a result of his announced retirement on July 26, 2022, Mr. Weeks forfeited this RSU award. This RSU award, however, was granted during fiscal year 2022 and is therefore included in the “All Other Stock Awards: Number of Shares of Stock or Units” column of the Grants of Plan-Based Awards for Fiscal Year 2022 table, and it’s fiscal year 2022 aggregate grant date fair value is included in the “Stock Awards” column of the Summary Compensation Table for Fiscal Year 2022.

  232. PENSION PLAN

    PENSION PLAN 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:

  233. PENSION PLAN

    | 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. |

  234. PENSION PLAN

    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 Ms. Parmentier and Mr. 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.

  235. PENSION PLAN

    | 54 | |

  236. SUPPLEMENTAL RETIREMENT PROGRAM

    SUPPLEMENTAL RETIREMENT PROGRAM 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.

  237. DEFINED CONTRIBUTION SUPPLEMENTAL RETIREMENT PROGRAM

    DEFINED CONTRIBUTION SUPPLEMENTAL RETIREMENT PROGRAM 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. Leombruno and Weeks, as well as Ms. Parmentier, are the only Named Executive Officers who participate in the Defined Contribution Supplemental Retirement Program. Our contributions made under the Defined Contribution Supplemental Retirement Program for Mr. Weeks during fiscal year 2022 are included in the “All Other Compensation” column of the Summary Compensation Table for Fiscal Year 2022. All contributions, earnings, withdrawals, distributions and aggregate balances for the Named Executive Officers participating in the Defined Contribution Supplemental Retirement Program during fiscal year 2022 are included in the Nonqualified Deferred Compensation for Fiscal Year 2022 table. Health and Welfare Benefits The Named Executive Officers participated in various health and welfare programs generally available to all team members during fiscal year 2022. The Named Executive Officers also participated in our Officer Life Insurance Plan and our Executive Long-Term Disability Plan.

  238. OFFICER LIFE INSURANCE PLAN

    OFFICER LIFE INSURANCE PLAN 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 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 Ms. Parmentier and Messrs. Leombruno and Weeks) we pay all required premiums for life insurance until retirement up to age 65. The premiums are designed to maintain death benefits equal to:

  239. OFFICER LIFE INSURANCE PLAN

    | 2022 Proxy Statement | 57 |

  240. OFFICER LIFE INSURANCE PLAN

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

  241. OFFICER LIFE INSURANCE PLAN

    | • | 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 |

  242. OFFICER LIFE INSURANCE PLAN

    | • | 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. |

  243. OFFICER LIFE INSURANCE PLAN

    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 2022 are included in the “All Other Compensation” column of the Summary Compensation Table for Fiscal Year 2022.

  244. EXECUTIVE LONG-TERM DISABILITY PLAN

    EXECUTIVE LONG-TERM DISABILITY PLAN 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, of $33,000, or, in the case of Ms. Parmentier and Messrs. Leombruno and Weeks, of $35,000. Our executive officers are not eligible to receive the long-term disability benefit generally available to other team members. Other Compensation Policies and Practices On July 26, 2022, Mr. Weeks and the Company mutually agreed on the terms of his retirement from the Company on August 31, 2022, following a brief transition period. In connection with Mr. Weeks’ agreed retirement, the Company and Mr. Weeks entered into a separation agreement, effective July 26, 2022. For more information, see the Potential Payments upon Termination or Change of Control at June 30, 2022 section of this Proxy Statement.

  245. 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, 2022, 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.”

  246. Compensation Tables

    | 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 | 2022 | 1,387,500 | 5,800,687 | 4,282,828 | 3,780,697 | 3,044,860 | 151,597 | 18,448,169 | | Chief Executive Officer and Chairman of the Board | 2021 | 1,159,375 | 4,845,449 | 4,224,085 | 3,326,023 | 3,344,243 | 135,325 | 17,034,500 | | | 2020 | 1,159,375 | 5,350,280 | 2,992,950 | 3,230,087 | 5,986,427 | 143,742 | 18,862,861 | | Todd M. Leombruno | 2022 | 736,667 | 1,412,505 | 1,042,956 | 1,138,332 | 31,605 | 308,269 | 4,670,334 | | Executive Vice President and Chief Financial Officer | 2021 | 510,725 | 2,968,166 | 201,042 | 701,647 | 376,387 | 213,444 | 4,971,411 | | Lee C. Banks | 2022 | 1,112,500 | 2,624,120 | 1,936,799 | 2,018,734 | — | 244,187 | 7,936,340 | | Vice Chairman and President | 2021 | 971,250 | 2,213,292 | 1,931,105 | 1,792,662 | 1,051,869 | 224,943 | 8,185,121 | | | 2020 | 971,250 | 2,455,433 | 1,372,950 | 1,737,379 | 3,543,794 | 215,145 | 10,295,951 | | Jennifer A. Parmentier(7) | 2022 | 765,423 | 3,304,641 | 1,229,346 | 1,373,446 | — | 434,018 | 7,106,874 | | Chief Operating Officer | | | | | | | | | | Andrew M. Weeks | 2022 | 636,283 | 1,261,838 | 558,342 | 898,658 | — | 301,171 | 3,656,292 | | Former Vice President and President - Engineered Materials Group | 2021 | 571,140 | 646,543 | 562,918 | 783,664 | — | 290,457 | 2,854,722 | | | 2020 | 571,140 | 688,038 | 384,413 | 648,957 | — | 638,204 | 2,930,752 |

  247. Compensation Tables

    | Amounts consist of the change in annual actuarial present value of pension benefits for Messrs. Williams and Leombruno as also reported in the Pension Benefits for Fiscal Year 2022 table. Mr. Weeks and Ms. Parmentier 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. Mr. Banks’ actuarial present value of pension benefits declined by $809.050 in Fiscal Year 2022.(5) |

  248. Compensation Tables

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

  249. Compensation Tables

    | 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 | 15,226 | 8,000 | — | 128,371 | 151,597 | | Todd M. Leombruno | 169,171 | 44,657 | — | 94,441 | 308,269 | | Lee C. Banks | 15,431 | 29,635 | 66,388 | 132,733 | 244,187 | | Jennifer A. Parmentier | 209,495 | 38,169 | 26,564 | 159,790 | 434,018 | | Andrew M. Weeks | 229,020 | 32,459 | 10,536 | 29,156 | 301,171 |

  250. Compensation Tables

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

  251. Compensation Tables

    Retirement Savings Plan: Mr. Williams—$13,476; Mr. Leombruno—$12,863; Mr. Banks—$13,681; Ms. Parmentier-$21,546; and Mr. Weeks—$25,670. Savings Restoration Plan: Mr. Williams—$1,750; Mr. Leombruno—$1,347; Mr. Banks—$1,750; Ms. Parmentier-$41,176; and Mr. Weeks—$44,597. Defined Contribution Supplemental Retirement Program: Mr. Leombruno—$154,961; Ms. Parmentier- $146,772; and Mr. Weeks—$158,753.

  252. Compensation Tables

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

  253. Compensation Tables

    | 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’, Banks’ and Leombruno’s personal use of the corporate aircraft of $88,983, $97,387 and $31,814, respectively, and Ms. Parmentier’s reimbursement of $69,639 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. We determine the incremental cost of the personal use of our corporate aircraft based on the variable operating costs to us, which includes: (i) landing, ramp, and parking fees and expenses; (ii) crew travel expenses; (iii) supplies and catering; (iv) aircraft fuel and oil expenses per hour of flight; (v) any customs, foreign permit, and similar fees; (vi) crew travel; and (vii) passenger ground transportation. Because our aircraft is used primarily for business travel, this methodology excludes fixed costs that do not change based on usage, such as salaries of pilots and crew, purchase or lease costs of aircraft, and costs of maintenance and upkeep.(c) |

  254. Compensation Tables

    | Ms. Parmentier was not a Named Executive Officer in fiscal years 2020 and 2021.(7) |

  255. Compensation Tables

    | 62 | |

  256. Compensation Tables

    Grants of Plan-Based Awards for Fiscal Year 2022 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 2022. The LTIP Awards and Stock Incentives listed below have been granted under our Amended 2016 Equity Plan.

  257. Compensation Tables

    | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | | | | | | Name | Grant Date | Compensation Committee Action Date (If Different than Grant Date) | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($) | | Thomas L. Williams | | | | | | | | | | | | | | Target Incentive Bonus | 8/11/2021 | — | — | 980,000 | 1,960,000 | — | — | — | | — | — | — | | General RONA Bonus | 8/11/2021 | — | — | 1,190,000 | (1) | — | — | — | | — | — | — | | Converted RONA Bonus | 8/11/2021 | — | — | 83,700 | (1) | — | — | — | | — | — | — | | LTIP Award (CY 22-23-24)(3) | 1/26/2022 | — | — | — | — | — | 18,480 | 36,960 | | — | — | 5,800,687(2) | | Stock Incentives | 8/11/2021 | — | — | — | — | — | — | — | | 51,700 | 296.00 | 4,282,828 | | Todd M. Leombruno | | | | | | | | | | | | | | Target Incentive Bonus | 8/11/2021 | — | — | 288,000 | 576,000 | — | — | — | | — | — | — | | General RONA Bonus | 8/11/2021 | — | — | 324,000 | (1) | — | — | — | | — | — | — | | Converted RONA Bonus | 8/11/2021 | — | — | 79,900 | (1) | — | — | — | | — | — | — | | LTIP Award (CY 22-23-24)(3) | 1/26/2022 | — | — | — | — | — | 4,500 | 9,000 | | — | — | 1,412,505(2) | | Stock Incentives | 8/11/2021 | — | — | — | — | — | — | — | | 12,590 | 296.00 | 1,042,956 | | Lee C. Banks | | | | | | | | | | | | | | Target Incentive Bonus | 8/11/2021 | — | — | 506,300 | 1,012,600 | — | — | — | | — | — | — | | General RONA Bonus | 8/11/2021 | — | — | 618,750 | (1) | — | — | — | | — | — | — | | Converted RONA Bonus | 8/11/2021 | — | — | 83,260 | (1) | — | — | — | | — | — | — | | LTIP Award (CY 22-23-24)(3) | 1/26/2022 | — | — | — | — | — | 8,360 | 16,720 | | — | — | 2,624,120(2) | | Stock Incentives | 8/11/2021 | — | — | — | — | — | — | — | | 23,380 | 296.00 | 1,936,799 | | Jennifer A. Parmentier | | | | | | | | | | | | | | Target Incentive Bonus | 8/11/2021 | — | — | 337,500 | 675,000 | — | — | — | | — | — | — | | General RONA Bonus | 8/11/2021 | — | — | 412,500 | (1) | — | — | — | | — | — | — | | Converted RONA Bonus | 8/11/2021 | — | — | 57,420 | (1) | — | — | — | | — | — | — | | LTIP Award (CY19-20-21)(3) | 8/11/2021 | — | — | — | — | — | 763 | 1,526 | | — | — | 225,848(2) | | LTIP Award (CY20-21-22)(3) | 8/11/2021 | — | — | — | — | — | 2,067 | 4,134 | | — | — | 611,832(2) | | LTIP Award (CY21-22-23)(3) | 8/11/2021 | — | — | — | — | — | 2,714 | 5,428 | | — | — | 803,344(2) | | LTIP Award (CY 22-23-24)(3) | 1/26/2022 | — | — | — | — | — | 5,300 | 10,600 | | — | — | 1,663,617(2) | | Stock Incentives | 8/11/2021 | — | — | — | — | — | — | — | | 14,840 | 296.00 | 1,229,346 | | Andrew M. Weeks | | | | | | | | | | | | | | Target Incentive Bonus | 8/11/2021 | — | — | 160,800 | 321,600 | — | — | — | | — | — | — | | General RONA Bonus | 8/11/2021 | — | — | 257,320 | (1) | — | — | — | | — | — | — | | Converted RONA Bonus | 8/11/2021 | — | — | 57,240 | (1) | — | — | — | | — | — | — | | LTIP Award (CY 22-23-24)(3) | 1/26/2022 | — | — | — | — | — | 2,410 | 4,820 | | — | — | 756,475(2) | | Stock Incentives | 8/11/2021 | — | — | — | — | — | — | — | | 6,740 | 296.00 | 558,342 | | Restricted Stock Units(4) | 1/26/2022 | — | — | — | — | — | — | — | 1,610 | — | — | 505,363 |

  258. Compensation Tables

    | 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 35.(1) |

  259. Compensation Tables

    | Calculated assuming a payout of 100% as described in footnote 2 to the Summary Compensation Table for Fiscal Year 2022.(2) |

  260. Compensation Tables

    | 2022 Proxy Statement | 63 |

  261. Compensation Tables

    | Does not include earned LTIP award shares in the form of dividend equivalent units for those LTIPs awarded for the calendar years 2020-21-22, 2021-22-23 and 2022-23-24 performance periods in the following amounts: Mr. Williams-15; Mr. Leombruno-37; Mr. Banks-69; Ms. Parmentier-305; and Mr. Weeks-19.(3) |

  262. Compensation Tables

    | Mr. Weeks received an RSU granted on January 26, 2022. In connection with his retirement on August 31, 2022, Mr. Weeks forfeited these RSUs.(4) |

  263. Compensation Tables

    The elements of executive compensation included in each Named Executive Officer’s total compensation as reported in the Summary Compensation Table for Fiscal Year 2022 on page 61 and the compensation programs under which the grants described in the Grants of Plan-Based Awards for Fiscal Year 2022 table above were made are described in the Compensation Discussion and Analysis section of this Proxy Statement.

  264. Compensation Tables

    | 64 | |

  265. Compensation Tables

    Outstanding Equity Awards at June 30, 2022 The following table sets forth information with respect to Stock Incentives and stock awards held by the Named Executive Officers as of June 30, 2022.

  266. Compensation Tables

    | | Option Awards | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, 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 | 105,500 | — | 124.36 | 8/16/2026 | — | — | — | — | | | 92,340 | — | 158.79 | 8/15/2027 | — | — | — | — | | | 81,180 | — | 166.49 | 8/14/2028 | — | — | — | — | | | 59,120 | 29,560(2) | 158.90 | 8/13/2029 | — | — | — | — | | | 25,564 | 51,126(3) | 209.56 | 8/11/2030 | — | — | — | — | | | — | 51,700(4) | 296.00 | 8/10/2031 | — | — | — | — | | | — | — | — | — | — | — | 27,715(5) | 6,819,276 | | | — | — | — | — | — | — | 19,750(6) | 4,859,488 | | | — | — | — | — | — | — | 18,632(7) | 4,584,404 | | Todd. M. Leombruno | 410 | — | 113.19 | 8/12/2024 | — | — | — | — | | | 1,230 | — | 113.23 | 8/11/2025 | — | — | — | — | | | 1,410 | — | 124.36 | 8/16/2026 | — | — | — | — | | | 4,040 | — | 158.79 | 8/15/2027 | — | — | — | — | | | 3,410 | — | 166.49 | 8/14/2028 | — | — | — | — | | | 2,713 | 1,357(2) | 158.90 | 8/13/2029 | — | — | — | — | | | 1,217 | 2,433(3) | 209.56 | 8/11/2030 | — | — | — | — | | | — | 12,590(4) | 296.00 | 8/10/2031 | — | — | — | — | | | — | — | — | — | — | — | 1,267(5) | 311,745 | | | — | — | — | — | — | — | 3,501(5) | 861,421 | | | — | — | — | — | — | — | 5,640(6) | 1,387,722 | | | — | — | — | — | — | — | 4,537(7) | 1,116,329 | | Lee C. Banks | 44,800 | — | 113.23 | 8/11/2025 | — | — | — | — | | | 51,150 | — | 124.36 | 8/16/2026 | — | — | — | — | | | 44,250 | — | 158.79 | 8/15/2027 | — | — | — | — | | | 36,530 | — | 166.49 | 8/14/2028 | — | — | — | — | | | 27,120 | 13,560(2) | 158.90 | 8/13/2029 | — | — | — | — | | | 11,687 | 23,373(3) | 209.56 | 8/11/2030 | — | — | — | — | | | — | 23,380(4) | 296.00 | 8/10/2031 | — | — | — | — |

  267. Compensation Tables

    | 2022 Proxy Statement | 65 |

  268. Compensation Tables

    | | — | — | — | — | — | — | 12,719(5) | 3,129,510 | | | — | — | — | — | — | — | 9,021(6) | 2,219,617 | | | — | — | — | — | — | — | 8,429(7) | 2,073,955 | | | — | — | — | — | 15,020(8) | 3,695,671 | — | — | | Jennifer A. Parmentier | 7,840 | — | 158.79 | 8/15/2027 | — | — | — | — | | | 6,620 | — | 166.49 | 8/14/2028 | — | — | — | — | | | 7,593 | 3,797(2) | 158.90 | 8/13/2029 | — | — | — | — | | | 3,407 | 6,813(3) | 209.56 | 8/11/2030 | — | — | — | — | | | — | 14,840(4) | 296.00 | 8/10/2031 | — | — | — | — | | | — | — | — | — | — | — | 3,564(5) | 876,922 | | | — | — | — | — | — | — | 2,098(5) | 516,213 | | | — | — | — | — | — | — | 2,636(6) | 648,589 | | | — | — | — | — | — | — | 2,755(6) | 677,868 | | | — | — | — | — | — | — | 5,343(7) | 1,314,645 | | | — | — | — | — | 6,010(9) | 1,478,760 | — | — | | Andrew M. Weeks | 7,593 | 3,797(2) | 158.90 | 8/13/2029 | — | — | — | — | | | 3,407 | 6,813(3) | 209.56 | 8/11/2030 | — | — | — | — | | | — | 6,740(4) | 296.00 | 8/10/2031 | — | — | — | — | | | — | — | — | — | — | — | 3,564(5) | 876,922 | | | — | — | — | — | — | — | 2,636(6) | 648,588 | | | — | — | — | — | — | — | 2,429(7) | 597,655 | | | — | — | — | — | 1,610(10) | 396,140 | — | — |

  269. Compensation Tables

    | The market value is calculated by multiplying the closing price of our Common Stock on June 30, 2022, $246.05, by the number of shares.(1) |

  270. Compensation Tables

    | Represents Stock Incentives granted on August 13, 2019. The Stock Incentives vest in three equal annual installments beginning August 13, 2020.(2) |

  271. Compensation Tables

    | Represents Stock Incentives granted on August 11, 2020. The Stock Incentives vest in three equal annual installments beginning August 11, 2021.(3) |

  272. Compensation Tables

    | Represents Stock Incentives granted on August 10, 2021. The Stock Incentives vest in three equal annual installments beginning August 10, 2022.(4) |

  273. Compensation Tables

    | 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. Ms. Parmentier’s target LTIP award amounts reflect additional shares awarded to Ms. Parmentier as a result of her promotion on August 9, 2021.(5) |

  274. Compensation Tables

    | 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. Ms. Parmentier’s target LTIP award amounts reflect additional shares awarded to Ms. Parmentier as a result of her promotion on August 9, 2021.(6) |

  275. Compensation Tables

    | 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, 2024), actual payouts under the calendar years 2022-23-24 LTIP Awards will be in common shares to be issued in April 2025 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 2022.(7) |

  276. Compensation Tables

    | Represents the grant of 15,020 Restricted Stock Units, awarded on August 15, 2018 to Mr. Banks. This grant vested on August 5, 2022.(8) |

  277. Compensation Tables

    | Represents the grant of 6,010 Restricted Stock Units, awarded August 15, 2018, to Ms. Parmentier. This grant vested on August 5, 2022.(9) |

  278. Compensation Tables

    | Represents the grant of 1,610 Restricted Stock Units, awarded January 26, 2022 to Mr. Weeks. These awards, which were scheduled to vest on January 26, 2025, were forfeited by Mr. Weeks upon his retirement on August 31, 2022.(10) |

  279. Compensation Tables

    | 66 | |

  280. Compensation Tables

    Option Exercises and Stock Vested for Fiscal Year 2022 The following table sets forth information with respect to Stock Incentives that were exercised during fiscal year 2022 and common shares issued under LTIP Awards and RSUs that vested for the Named Executive Officers during fiscal year 2022.

  281. Compensation Tables

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(2) | | Thomas L. Williams | 67,200 | 14,281,344 | 64,278 | 17,464,333 | | Todd M. Leombruno | — | — | 7,199 | 1,955,968 | | Lee C. Banks | — | — | 43,115 | 12,064,086 | | Jennifer A. Parmentier | — | — | 9,079 | 2,466,764 | | Andrew M. Weeks | 9,740 | 1,557,192 | 10,981 | 3,140,530 |

  282. Compensation Tables

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

  283. Compensation Tables

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

  284. Compensation Tables

    | 2022 Proxy Statement | 67 |

  285. Compensation Tables

    Pension Benefits for Fiscal Year 2022 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.

  286. Compensation Tables

    | 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 | 18.6 | 747,225 | — | | | Pension Restoration Plan | 14.9 | 5,923,929 | — | | | Supplemental Retirement | 18.6 | 29,352,478 | — | | | Program | | | | | Todd M. Leombruno | Pension Plan | 29.1 | 693,636 | — | | | Pension Restoration Plan | 29.1 | 1,344,259 | — | | | Supplemental Retirement | — | — | — | | | Program | | | | | Lee C. Banks | Pension Plan | 30.6 | 1,004,696 | — | | | Pension Restoration Plan | 30.6 | 9,837,015 | — | | | Supplemental Retirement | 30.6 | 7,472,061 | — | | | Program | | | | | Jennifer A. Parmentier(3) | Pension Plan | — | — | — | | | Pension Restoration Plan | — | — | — | | | Supplemental Retirement | — | — | — | | | Program | | | | | Andrew M. Weeks(3) | Pension Plan | — | — | — | | | Pension Restoration Plan | — | — | — | | | Supplemental Retirement | — | — | — | | | Program | | | |

  287. Compensation Tables

    | 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) |

  288. Compensation Tables

    | The present value of the accumulated benefits is calculated under each plan using the following assumptions: (i) a discount rate of 4.36% for the Pension Plan; (ii) a discount rate of 4.19% for each of the Pension Restoration Plan and Supplemental Retirement Program; (iii) no pre-retirement decrements; and (iv) retirement at age 65. 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-2021. 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; and (ii) discount segment rates of 3.23%, 4.59% and 4.69%. 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 2.41%.(2) |

  289. Compensation Tables

    | Mr.Weeks and Ms. Parmentier are not eligible to participate in these plans.(3) |

  290. Compensation Tables

    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.

  291. Compensation Tables

    | 68 | |

  292. Compensation Tables

    Nonqualified Deferred Compensation for Fiscal Year 2022 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 2022.

  293. Compensation Tables

    | Name | Executive Contributions in Last Fiscal Year ($)(1) | Registrant Contributions in Last Fiscal Year ($)(2) | Aggregate Earnings in Last Fiscal Year ($)(3) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last Fiscal Year End ($)(4) | | Thomas L. Williams | | | | | | | Savings Restoration Plan | 25,000 | 1,750 | (222,741) | — | 1,122,927 | | Executive Deferral Plan | — | — | (2,870) | — | 31,998 | | Defined Contribution Supplemental Retirement Program | — | — | — | — | — | | Todd M. Leombruno | | | | | | | Savings Restoration Plan | 19,250 | 1,348 | (99,560) | — | 541,332 | | Executive Deferral Plan | 79,777 | — | (44,799) | — | 232,103 | | Defined Contribution Supplemental Retirement Program | — | 154,961 | (64,567) | — | 325,934 | | Lee C. Banks | | | | | | | Savings Restoration Plan | 25,000 | 1,750 | (381,116) | — | 1,875,669 | | Executive Deferral Plan | — | — | (1,952,632) | — | 10,936,901 | | Defined Contribution Supplemental Retirement Program | — | — | — | — | — | | Jennifer A. Parmentier | | | | | | | Savings Restoration Plan | 29,851 | 41,176 | (85,164) | | 425,392 | | Executive Deferral Plan | — | — | — | — | — | | Defined Contribution Supplemental Retirement Program | | 146,772 | (599,995) | | 2,911,697 | | Andrew M. Weeks | | | | | | | Savings Restoration Plan | 26,053 | 44,597 | (174,108) | — | 562,899 | | Executive Deferral Plan | — | — | — | — | — | | Defined Contribution Supplemental Retirement Program | — | 158,753 | (601,322) | — | 3,574,574 |

  294. Compensation Tables

    | For each of the Named Executive Officers, amounts are included in the “Salary” and in the “Non-Equity Incentive Plan Compensation” columns and referenced in footnotes 1 and 4, respectively, of the Summary Compensation Table for Fiscal Year 2022.(1) |

  295. Compensation Tables

    | 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 2022.(2) |

  296. Compensation Tables

    | Amounts in this column are not included in the Summary Compensation Table for Fiscal Year 2022, because we do not offer above-market or preferential earnings under our nonqualified deferred compensation plans.(3) |

  297. Compensation Tables

    | Includes the following amounts that were deferred during fiscal year 2022 under the Savings Restoration Plan: Mr. Williams—$25,000, Mr. Leombruno—$19,250, Mr. Banks—$25,000, Ms. Parmentier—$29,851 and Mr. Weeks—$26,053.(4) |

  298. Compensation Tables

    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 2022, 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, 2022, ranging from (35.96%) to 0.21%. Under the plans, participants have the ability to change their investments at any time.

  299. Compensation Tables

    | 2022 Proxy Statement | 69 |

  300. Compensation Tables

    Potential Payments Upon Termination or Change of Control at June 30, 2022 Each of the Named Executive Officers may be entitled to payments under our executive compensation program upon a termination of employment or a change in control. The events which may trigger these payments include death, long-term disability, retirement, termination for cause, termination without cause, resignation, change in control or a qualifying termination in connection with a change in control. The following narratives and tables describe the payments the Named Executive Officers may receive under the written terms of our executive compensation program plans and arrangements as in effect on June 30, 2022, for each triggering event as if the triggering event occurred on June 30, 2022. During fiscal year 2016 we adopted new Change in Control Agreements and amended our Executive Deferral Plan to exclude tax gross-ups and to eliminate “modified single trigger” vesting acceleration on a change in control; however, each of the Named Executive Officers became an executive officer prior to our implementation of these changes and, therefore, continue to have agreements that contain tax gross-ups on a change in control and modified single trigger vesting acceleration on a change in control. For each of the termination of employment scenarios described in this section, the estimated potential payments and benefits that might be received by each Named Executive Officer is displayed in the table that immediately follows that description.

  301. 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:

  302. Payments upon Long-Term Disability

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

  303. 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) |

  304. 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. |

  305. Payments upon Long-Term Disability

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

  306. Payments upon Long-Term Disability

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

  307. 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 |

  308. 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. |

  309. 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.

  310. 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 | 4,441,742 | — | 796,790 | 7,235,987 | 31,387,158 | 8,112,473 | — | 396,000 | 7,632 | 8,000 | 52,385,782 | | Todd M. Leombruno | 207,043 | — | 554,130 | 1,729,829 | — | 1,671,500 | 325,934 | 420,000 | 12,078 | 44,657 | 4,965,171 | | Lee C. Banks | 2,034,635 | 3,695,671 | 1,029,516 | 12,232,122 | 11,187,951 | 3,717,734 | — | 396,000 | 12,078 | 29,635 | 34,335,342 | | Jennifer A. Parmentier | 579,515 | 1,478,761 | — | — | — | 1,824,174 | 2,911,697 | 420,000 | 12,066 | 38,169 | 7,264,382 | | Andrew M. Weeks | 579,515 | 396,141 | — | — | — | 1,055,063 | 3,574,574 | 420,000 | 3,702 | 32,459 | 6,061,454 |

  311. 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:

  312. Payments upon Retirement

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

  313. Payments upon Retirement

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

  314. 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 2020-21-22, 2021-22-23 and 2022-23-24 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 |

  315. Payments upon Retirement

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

  316. Payments upon Retirement

    | 72 | |

  317. 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 payout for the calendar years 2020-21-22, 2021-22-23 and 2022-23-24 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. 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:

  318. Payments upon Retirement

    | • | the Supplemental Retirement Program; |

  319. Payments upon Retirement

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

  320. Payments upon Retirement

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

  321. Payments upon Retirement

    The Named executive Officers’ account balances under such nonqualified deferred compensation plans as of June 30, 2022 are set forth in the Nonqualified Deferred Compensation for Fiscal Year 2022 section of this Proxy Statement. 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, 2022, Mr. Williams had reached 60 years of age with at least 10 years of service and Mr. Banks and Ms. Parmentier 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 and Ms. Parmentier, we assumed that (neither received) Human Resources and Compensation Committee approval for early retirement.

  322. Payments upon Retirement

    | Officer | Pension Plan | Pension Restoration Plan | Supplemental Retirement Program | LTIP Awards | Defined Contribution Supplemental Retirement Program | Post-Retirement Insurance Premiums | Totals | | Thomas L. Williams | 796,790 | 7,235,987 | 31,387,158 | 16,263,168 | — | 16,000 | 55,699,103 | | Todd M. Leombruno | 554,130 | 1,757,265 | — | 1,671,500 | 325,934 | — | 4,308,829 | | Lee C. Banks | 1,029,516 | 12,232,122 | — | 7,423,082 | — | 177,810 | 20,862,530 | | Jennifer A. Parmentier | — | — | — | 1,824,174 | 2,911,697 | 381,700 | 5,117,571 | | Andrew M. Weeks(1) | — | — | — | 1,055,063 | 3,574,574 | — | 4,629,637 |

  323. Payments upon Retirement

    | As of his agreed retirement On August 31, 2022, Mr. Weeks’ balance under the Defined Contribution Supplemental Retirement Program was $3,826,680, and the value of his pro-rata payout of his LTIP Awards for the calendar years 2020-21-22, 21-22-23 and 2022-23-24, based on actual performance for the full performance periods, assuming target performance and using the closing price of our common stock on August 31, 2022, was $1,136,320.(1) |

  324. 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.

  325. Payments upon Termination for Cause or Resignation

    | Officer | Pension Plan | Pension Restoration Plan | Supplemental Retirement Program | Totals | | Thomas L. Williams | 796,790 | 7,235,987 | 31,387,158 | 39,419,935 | | Todd M. Leombruno | 554,130 | 1,757,265 | — | 2,311,395 | | Lee C. Banks | 1,029,516 | 12,232,122 | — | 13,261,638 | | Jennifer A. Parmentier | — | — | — | — | | Andrew M. Weeks | — | — | — | — |

  326. Payments upon Termination for Cause or Resignation

    | 2022 Proxy Statement | 73 |

  327. 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 pro-rated LTIP Award payouts for the calendar years 2020-21-22, 2021-22-23 and 2022-23-24 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.

  328. Payments upon Termination without Cause

    | Officer | Severance Pay | Pension Plan | Pension Restoration Plan | Supplemental Retirement Program | LTIP Awards | Medical and Dental Benefits | Totals | | Thomas L. Williams | 457,688 | 796,790 | 7,235,987 | 31,387,158 | 8,112,473 | 3,816 | 47,993,912 | | Todd M. Leombruno | 389,979 | 554,130 | 1,757,265 | — | 1,671,500 | 6,039 | 4,378,913 | | Lee C. Banks | 562,484 | 1,029,516 | 12,232,122 | 11,187,951 | 3,717,734 | 6,039 | 28,735,846 | | Jennifer A. Parmentier | 220,758 | — | — | — | 1,824,174 | 6,033 | 2,050,965 | | Andrew M. Weeks | 111,334 | — | — | — | 1,055,063 | 1,851 | 1,168,248 |

  329. 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 2022 of $18,448,169. Using this Summary Compensation Table methodology, the annual total compensation of our median team member for fiscal year 2022 was $56,416. 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 2022 was 327 to 1. For purposes of the fiscal year 2022 Chief Executive Officer pay ratio set forth above, a new team member representing the median-paid team member has been selected as the median-paid team member identified in 2020 and utilized again in 2021 has left the Company. We identified the new “median team member” from our employee population on April 30, 2022, which included full-time, part-time, temporary, and seasonal team members who were employed on that date, whether in the U.S. or in foreign jurisdictions. As of April 30, 2022, we estimate there were 25,296 U.S. team members and 25,677 non-U.S. team members included in our team member population. We excluded independent contractors and leased employees from our calculation as any independent contractors or leased employees have compensation determined by an unaffiliated third party. We further applied the de minimis exemption, which permits exempting non-U.S. team members that account for five percent or less of our total U.S. and non-U.S. team members. In total, 694 team members were excluded, including in the parenthetical numbers below in the following countries: Algeria (1), Argentina (33), Austria (20), Belarus (2), Chile (32), Denmark (36), Greece (1), Hong Kong (32), Hungary (1), Indonesia (44), Ireland (43), Israel (2), Kazakhstan (1), Lebanon (1), New Zealand (21), Norway (52), Peru (4), Portugal (3), Romania (2), Russian Federation (18), Singapore (113), Slovakia (1), Slovenia (3), South Africa (116), Taiwan (Province of China) (29), Turkey (42) and United Arab Emirates (41). The consistently applied compensation measure we used was total cash compensation for fiscal year 2022. We annualized the earnings of all permanent employees who were on a leave of absence or were new-hires during the measurement period for fiscal year 2022. We did not make any other adjustments permissible by the SEC nor did we make any other material assumptions or estimates to identify our median employee.

  330. Chief Executive Officer Pay Ratio

    | 2022 Proxy Statement | 77 |

  331. 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:

  332. 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; |

  333. 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; |

  334. 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; |

  335. 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; |

  336. 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 |

  337. 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. |

  338. Shareholder Recommendations for Director Nominees

    | 2022 Proxy Statement | 85 |