DEF 14A of Parker-Hannifin Corp, Sep 22, 2023

DEF 14A of Parker-Hannifin Corp

Filed Sep 22, 2023 · FY20230001308179-23-000993

Open on EDGAR

  1. (Name of Registrant as Specified In Its Charter)

    (Name of Registrant as Specified In Its Charter)

  2. (Name of Registrant as Specified In Its Charter)

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

  3. (Name of Registrant as Specified In Its Charter)

    | Payment of Filing Fee (Check all boxes that apply): | | | ☒ | No fee required | | ☐ | Fee paid previously with preliminary materials | | ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |

  4. (Name of Registrant as Specified In Its Charter)

    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.

  5. (Name of Registrant as Specified In Its Charter)

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

  6. (Name of Registrant as Specified In Its Charter)

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

  7. (Name of Registrant as Specified In Its Charter)

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

  8. (Name of Registrant as Specified In Its Charter)

    ENABLING ENGINEERING BREAKTHROUGHS THAT LEAD TO A BETTER TOMORROW. Parker-Hannifin Corporation 6035 Parkland Boulevard, Cleveland, Ohio, 44124-4141

  9. (Name of Registrant as Specified In Its Charter)

    | Notice of Annual Meeting of Shareholders |

  10. (Name of Registrant as Specified In Its Charter)

    | | DATE AND TIME October 25, 2023 (Wednesday) 9:00 AM EDT | | ADDRESS Parker-Hannifin Corporation 6035 Parkland Boulevard Cleveland Ohio, 44124 | | RECORD DATE September 1, 2023 |

  11. (Name of Registrant as Specified In Its Charter)

    To Our Shareholders: You are cordially invited to attend the Annual Meeting of Shareholders of Parker-Hannifin Corporation. The meeting will be held at our headquarters located at 6035 Parkland Boulevard, Cleveland, Ohio 44124-4141, on Wednesday, October 25, 2023, at 9:00 a.m., Eastern Time, for the following purposes:

  12. (Name of Registrant as Specified In Its Charter)

    | Voting Items | | | | | 1 | Election of Directors | | FOR each director nominee | | 2 | Approval of the Compensation of Our Named Executive Officers on a Non-Binding, Advisory Basis | | FOR | | 3 | Ratify the Appointment of Deloitte & Touche LLP as our Independent Registered Public Accounting Firm | | FOR | | 4 | Approval of the Parker-Hannifin Corporation 2023 Omnibus Stock Incentive Plan | | FOR | | 5 | Approval of the Amended and Restated Parker-Hannifin Corporation Global Employee Stock Purchase Plan | | FOR | | 6 | Approval to advise, on a non-binding basis, on the frequency of future advisory shareholder votes to approve the compensation of our Named Executive Officers | | FOR "every year" |

  13. (Name of Registrant as Specified In Its Charter)

    and to transact such other business as may properly come before the meeting. Shareholders of record at the close of business on September 1, 2023 are entitled to vote at the meeting. On September 1, 2023, 128,509,607 shares were outstanding and entitled to vote at the meeting. Each share is entitled to one vote. This Proxy Statement and the form of proxy are being mailed to shareholders on or about September 22, 2023. Your vote is important, so if you do not expect to attend the meeting, or if you do plan to attend but wish to vote by proxy, please mark, date, sign and return the enclosed proxy card promptly in the envelope provided or vote electronically via the internet or by telephone in accordance with the instructions on the proxy card. Please refer to the section “General Information About the Annual Meeting” for more information. Thank you for your support of Parker-Hannifin Corporation. By Order of the Board of Directors Joseph R. Leonti Secretary September 22, 2023

  14. (Name of Registrant as Specified In Its Charter)

    | How to Vote | | | | | | | | | | VOTE VIA INTERNET www.proxyvote.com | | VOTE BY PHONE 800-690-6903 | | VOTE BY MAIL Vote Processing c/o Broadridge 51 Mercedes Way, Edgewood, NY 11717 | | VOTE AT THE MEETING Parker-Hannifin Corporation 6035 Parkland Boulevard Cleveland Ohio, 44124 |

  15. (Name of Registrant as Specified In Its Charter)

    | Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be held on October 25, 2023. This Proxy Statement, along with our Annual Report on Form 10-K for the fiscal year ended June 30, 2023, is available free of charge on our investor relations website (www.phstock.com). |

  16. (Name of Registrant as Specified In Its Charter)

    | 2023 Proxy Statement | 1 |

  17. (Name of Registrant as Specified In Its Charter)

    | Table of Contents |

  18. (Name of Registrant as Specified In Its Charter)

    | 3 | Our Company | | | 3 | Business and Performance Highlights | | | 4 | Executive Compensation Highlights | | | 5 | Environment, Social and Governance Highlights | | | 10 | Shareholder Engagement Highlights | | | 11 | Proxy Statement Summary/ Voting Roadmap | | | 14 | | Item 1 – Election of Directors | | 15 | Director Selection and Nomination, Qualifications and Diversity | | | 16 | Director Skills/Experience/Diversity | | | 18 | Director Biographies | | | 18 | Nominees for Election as Directors for Terms Expiring in 2024 | | | 25 | Director Independence | | | 25 | Annual Elections; Majority Voting; No Cumulative Voting | | | 25 | New Elections and Departures | | | 26 | Corporate Governance | | | 26 | Board and Committee Structure | | | 26 | Current Leadership Structure | | | 27 | Board Committees; Committee Charters | | | 29 | Meetings and Attendance; Executive Sessions | | | 29 | Director Education and Orientation Program | | | 30 | Board and Committee Evaluations | | | 31 | Board Strategic and Risk Oversight | | | 31 | Board’s Role in Strategic Oversight | | | 32 | Board’s Role in Risk Oversight | | | 33 | Spotlight: Oversight of Cybersecurity | | | 33 | Spotlight: Succession Planning | | | 33 | Spotlight: ESG Oversight | | | 34 | Communications with Directors | | | 35 | Other Governance Matters | | | 35 | Review and Approval of Transactions with Related Persons | | | 35 | Proxy Access | | | 36 | Stock Ownership Guidelines | | | 36 | Stock Ownership Restrictions - Speculative Transactions/Hedging | | | 36 | Governance Documents | | | 37 | Director Compensation | | | 37 | Compensation of Directors | | | 38 | Director Compensation for Fiscal Year 2023 | | | 39 | Executive Compensation | | | 39 | | Item 2 - Advisory Vote to Approve Named Executive Officer Compensation |

  19. (Name of Registrant as Specified In Its Charter)

    | 40 | Compensation Discussion & Analysis | | | 40 | Named Executive Officers | | | 40 | Executive Summary | | | 45 | Compensation Setting Process | | | 50 | Principal Elements of Executive Compensation | | | 61 | Other Compensation Policies and Practices | | | 63 | Accounting and Tax Considerations | | | 63 | Compensation Committee Report | | | 64 | Compensation Tables | | | 64 | Summary Compensation Table for Fiscal Year 2023 | | | 66 | Grants of Plan-Based Awards for Fiscal Year 2023 | | | 67 | Outstanding Equity Awards at June 30, 2023 | | | 69 | Option Exercises and Stock Vested for Fiscal Year 2023 | | | 70 | Pension Benefits for Fiscal Year 2023 | | | 71 | Nonqualified Deferred Compensation for Fiscal Year 2023 | | | 72 | Potential Payments Upon Termination or Change of Control at June 30, 2023 | | | 79 | Chief Executive Officer Pay Ratio | | | 80 | Pay Versus Performance Disclosure | | | 80 | Pay Versus Performance Table | | | 84 | 2023 Performance Measures | | | 85 | | Item 3 - Ratification of the Independent Registered Public Accounting Firm | | 85 | Audit Fees and All Other Fees | | | 86 | Audit Committee Pre-Approval Policies and Procedures | | | 86 | Report of the Audit Committee | | | 87 | Beneficial Ownership of Common Stock | | | 87 | Principal Shareholders | | | 88 | Delinquent Section 16(a) Reports | | | 89 | Equity Compensation Plan Information | | | 90 | | Item 4 - To approve the Parker-Hannifin Corporation 2023 Omnibus Stock Incentive Plan | | 101 | | Item 5 - To approve the Amended and Restated Parker-Hannifin Corporation Global Employee Stock Purchase Plan | | 106 | | Item 6 - Advisory Vote on the Frequency of Future Votes to Approve Named Executive Officer Compensation | | 107 | General Information About the Annual Meeting | | | 108 | Other Matters | | | 108 | General | | | 111 | Shareholders’ Proposals | | | 111 | Shareholder Recommendations for Director Nominees | | | 113 | Exhibit A | | | 134 | Exhibit B | |

  20. (Name of Registrant as Specified In Its Charter)

    | 2 | |

  21. (Name of Registrant as Specified In Its Charter)

    | Our Company |

  22. (Name of Registrant as Specified In Its Charter)

    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. The following sections provide highlights from our fiscal year 2023 across matters of importance to our shareholders, including business and financial performance, executive compensation, our environment, social and governance ("ESG") program and shareholder engagement.

  23. Governance

    Governance

  24. 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 performance. The metrics included in the graphic below reflect the Board structure and composition of our thirteen 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. | | | | | | | | Board Tenure | | | Independence | | | | | 7.8 years | | | 77% | | | | | AVERAGE TENURE | | | INDEPENDENT | | | | | | | | | | | | | Age | | | Diversity | | | | | 60.4 years | | | 62% | | | | | AVERAGE AGE | | | GENDER/RACIALLY/ ETHNICALLY DIVERSE | | | | | | | | | | | | | | | | *One of our directors is both racially and ethnically diverse. Ethnicity is defined as country of birth or citizenship other than the United States. | | | | | Director Experience | | | | | | | | Public Company Leadership | | | Manufacturing | | | | | | 100% | | | 100% | | | | Corporate Strategy & Culture | | | Technology & Innovation | | | | | | 100% | | | 92% | | | | Risk Management | | | Finance & Accounting | | | | | | 100% | | | 92% | | | | International | | | Sales & Marketing | | | | | | 92% | | | 92% | | | | Industrial/Aerospace Industries | | | | | | | | | 92% | | | | |

  25. Governance

    | 8 | |

  26. Governance

    | Board and Committee Practices | ●Our Corporate Governance Guidelines and the charters of our Audit, Corporate Governance and Nominating and Human Resources and Compensation Committees 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 ●Thoughtful management of our Director's outside commitments – four do not sit on any other public company boards, six sit on one other public company board, and three sit on two other public company boards. ●Average Director attendance at all of our Board of Directors and Committee meetings was 96% and each of our Directors attended more than 86% of his or her meetings of our Board of Directors and his or her Committee meetings during fiscal year 2023 ●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 Executive 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 31-34 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 |

  27. Governance

    | 2023 Proxy Statement | 9 |

  28. Board Nominees

    Board Nominees

  29. 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 | | | | | Denise Russell Fleming | Executive Vice President, Technology & Global Services and Chief Information Officer of Becton, Dickinson & Company | 2023 | | | | | Lance M. Fritz | Former Chairman, President and Chief Executive Officer of Union Pacific Corporation | 2021 | | | | | Linda A. Harty | Former Treasurer of Medtronic plc | 2007 | | | | | Kevin A. Lobo | Chairman, Chief Executive Officer and President of Stryker Corporation | 2013 | | | | | Jennifer A. Parmentier | Chief Executive Officer of Parker-Hannifin Corporation | 2023 | | | | | 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 | Executive Chairman of Parker-Hannifin Corporation | 2015 | | | |

  30. Board Nominees

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

  31. Board Nominees

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

  32. Board Nominees

    | 14 | |

  33. Director Biographies

    Director Biographies Nominees for Election as Directors for Terms Expiring in 2024

  34. Director Biographies

    | | Lee C. Banks Director Since: 2015 Age: 60 Committees: None | Other Public Company Directorships (current in bold): ●Westinghouse Air Brake Technologies Corporation (Wabtec) (since 2020) ●Nordson Corporation (former) (2010-2020) | | 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. Mr. Banks has served in the public company leadership capacities noted above as well as other significant leadership roles since joining us in 1991. His experience includes leading and/or overseeing all of our operating groups, regions, and key commercial functions including strategic pricing, sales and marketing, and lean and quality. He has been instrumental in driving and implementing strategies to strengthen our culture, values, purpose, team member engagement, customer experience, profitable growth, financial performance, and management of ESG initiatives, and cybersecurity and other significant risks. Additionally, Mr. Banks has gained significant experience, perspective and insight from his service on other public company boards. Based on his strong background, experience, performance in senior leadership roles and intimate working knowledge of our business, plans, strategies and initiatives, our Board believes Mr. Banks represents each of the key skills and qualifications noted for him in the Director skills matrix on page 16, and will continue to effectively serve our Board, our business, our team members and our shareholders with a high level of integrity, honesty, judgment and professionalism. | | |

  35. Director Biographies

    | | Jillian C. Evanko Director Since: 2021 Age: 45 Committees: Audit Human Resources and Compensation | Other Public Company Directorships (current in bold): ●Chart Industries, Inc. (since 2018) ●Alliant Energy Corporation (former) (2019-2021) | | Ms. Evanko has been President and Chief Executive Officer and a Director 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 (diversified global manufacturer) Dover Fluids since January 2014. Ms. Evanko has held the senior leadership positions noted above and other various public company leadership roles in significant global companies, including publicly traded industrial manufacturing companies. She has demonstrated significant expertise in leading and/or overseeing corporate strategy and culture, M&A activity (domestic and international), cybersecurity, supply chain, aerospace markets, team member engagement, industrial manufacturing, ESG initiatives, process optimization, digitization, capital allocation, safety and product innovation, among other critical areas. Additionally, Ms. Evanko has gained significant experience, perspective and insight through her service on other public company boards. Based on her strong background, experience and performance in senior leadership roles and as a director, our Board believes Ms. Evanko represents each of the key skills and qualifications noted for her in the Director skills matrix on page 16, and will continue to effectively serve our Board, our business, our team members and our shareholders with a high level of integrity, honesty, judgment and professionalism. | | |

  36. Director Biographies

    | 18 | |

  37. Director Biographies

    | | Denise Russell Fleming Director Since: 2023 Age: 53 Committees: Audit Corporate Governance and Nominating | Other Public Company Directorships (current in bold): ●None | | Ms. Fleming has been Executive Vice President, Technology and Global Services and Chief Information Officer of Becton, Dickinson & Company (medical technology) since July 2022. She was the Vice President, Information Technology at Boeing Defense, Space & Security (aerospace and defense) from December 2016 until June 2022. Prior to Boeing, Ms. Fleming served in several information technology leadership roles at BAE Systems, Inc. (aerospace and defense) from 2010 to 2016 and at Sprint Nextel Corporation (telecommunication technology) from 1997 to 2010. Ms. Fleming has held the senior leadership positions noted above and various other public company leadership roles in significant global companies, including publicly traded technology, manufacturing and aerospace and defense companies. She has demonstrated significant expertise in leading and/or overseeing information technology systems, cybersecurity, digitization, aerospace markets, team member engagement, industrial manufacturing, ESG initiatives, and process optimization, among other critical areas. Ms. Fleming was initially recommended to the Corporate Governance and Nominating Committee by our third party search firm, SpencerStuart. Based on her strong background, experience and performance in senior leadership roles, our Board believes Ms. Fleming represents each of the key skills and qualifications noted for her in the Director skills matrix on page 16, and will continue to effectively serve our Board, our business, our team members and our shareholders with a high level of integrity, honesty, judgment and professionalism. | | |

  38. Director Biographies

    | | Lance M. Fritz Director Since: 2021 Age: 60 Committees: Corporate Governance and Nominating Human Resources and Compensation | Other Public Company Directorships (current in bold): ●Union Pacific Corporation (2015-2023) | | Now retired, Mr. Fritz served as Chairman of the Board of Union Pacific Corporation (rail transport) from October 2015 to August 2023, and President and Chief Executive Officer from February 2015 to August 2023. He also served as President and Chief Operating Officer of Union Pacific Railroad Company (the principal operating company of Union Pacific Corporation) from February 2014 to February 2015, and in various labor relations, sales and marketing, and other leadership roles with Union Pacific from July 2000 to February 2014. Mr. Fritz has served in the public company leadership capacities noted above as well as other significant senior leadership roles. His experience includes leading and/or overseeing corporate strategy and culture, risk management, international trade, operations, compliance, supply chain and logistics, corporate finance, ESG initiatives, cybersecurity, capital allocation, M&A, and other key commercial functions including sales and marketing. Additionally, Mr. Fritz has gained significant experience, perspective and insight from his service on other public company boards. Based on his strong background, experience and performance in senior leadership roles and as a director, our Board believes Mr. Fritz represents each of the key skills and qualifications noted for him in the Director skills matrix on page 16, and will continue to effectively serve our Board, our business, our team members and our shareholders with a high level of integrity, honesty, judgment and professionalism. | | |

  39. Director Biographies

    | 2023 Proxy Statement | 19 |

  40. Director Biographies

    | | Linda A. Harty Director Since: 2007 Age: 63 Committees: Audit (Chair) Corporate Governance and Nominating | Other Public Company Directorships (current in bold): ●Westinghouse Air Brake Technologies Corporation (Wabtec) (since 2016) ●Chart Industries, Inc. (since 2021) ●Syneos Health, Inc. (former) (2017-2023) | | Now retired, Ms. Harty was Treasurer of Medtronic plc (medical technology) from February 2010 to April 2017. Prior to joining Medtronic, Ms. Harty served as Executive Vice President and Treasurer of Cardinal Health, Inc. (healthcare) from May 2008 to December 2009 and from August 2006 to March 2007, Executive Vice President – Finance and Chief Financial Officer of Cardinal Health’s Healthcare Supply Chain Services from March 2007 to May 2008, and Senior Vice President of Cardinal Health from January 2005 to August 2006. Ms. Harty has served in the public company leadership capacities noted above as well as other significant leadership roles. Her experience includes leading and/or overseeing key commercial functions including corporate finance, financial reporting, risk management, strategic planning and pricing, capital allocation, M&A analysis and financing, supply chain management, and process innovation. Additionally, Ms. Harty has extensive and significant experience, perspective and insight, including management of cybersecurity events, from her service and leadership roles on other public company boards. Based on her strong background, experience and performance in senior leadership roles and as a director, our Board believes Ms. Harty represents each of the key skills and qualifications noted for her in the Director skills matrix on page 16, and will continue to effectively serve our Board, our business, our team members and our shareholders with a high level of integrity, honesty, judgment and professionalism. | | |

  41. Director Biographies

    | | Kevin A. Lobo Director Since: 2013 Age: 58 Committees: Audit Human Resources and Compensation | Other Public Company Directorships (current in bold): ●Stryker (since 2012) | | 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. He previously served as Group President for Stryker's Orthopedics and Neurotechnology and Spine Groups. Mr. Lobo has held the senior leadership positions noted above and other various public company leadership roles in global companies, including publicly traded medical technology and consumer products companies. His experience includes leading and/or overseeing corporate strategy and culture, profitable growth and financial performance, and key commercial functions including strategic pricing, sales and marketing, high-tech innovation, automation, digitization, capital allocation, cybersecurity, management of ESG initiatives and other significant risks and opportunities. Additionally, Mr. Lobo has gained significant experience, perspective and insight from his service on other public company boards. Based on his strong background, experience and performance in senior leadership roles and as a director, our Board believes Mr. Lobo represents each of the key skills and qualifications noted for him in the Director skills matrix on page 16, and will continue to effectively serve our Board, our business, our team members and our shareholders with a high level of integrity, honesty, judgment and professionalism. | | |

  42. Director Biographies

    | 20 | |

  43. Director Biographies

    | | Jennifer A. Parmentier Director Since: 2023 Age: 56 Committees: None | Other Public Company Directorships (current in bold): ●Nordson Corporation (since 2020) | | Ms. Parmentier has been our Chief Executive Officer since January 2023. From August 2021 to December 2022 she was our Chief Operating Officer. Prior to August 2021, she was Vice President and President of the Motion Systems Group from February 2019 to August 2021 and Vice President and President of the Engineered Materials Group from September 2015 to February 2019. Ms. Parmentier has served in the public company leadership capacities noted above as well as other significant leadership roles since joining us in 2008. Her experience includes leading and/or overseeing all of our operating groups, regions, and key commercial functions. She has been instrumental in driving and implementing strategies to strengthen our financial performance, culture, values, purpose, team member engagement, customer experience, profitable growth, and management of ESG initiatives, cybersecurity and other significant risks and opportunities. Additionally, Ms. Parmentier has gained significant experience, perspective and insight from her service on other public company boards. Based on her strong background, experience, performance in senior leadership roles and intimate working knowledge of our business, plans, strategies and initiatives, our Board believes Ms. Parmentier represents each of the key skills and qualifications noted for her in the Director skills matrix on page 16, and will continue to effectively serve our Board, our business, our team members and our shareholders with a high level of integrity, honesty, judgment and professionalism. | | |

  44. Director Biographies

    | | Joseph Scaminace Director Since: 2004 Age: 70 Committees: Human Resources and Compensation (Chair) Corporate Governance and Nominating | Other Public Company Directorships (current in bold): ●Cintas Corporation (since 2010) (Lead Director) | | 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. Prior to joining OM Group, Mr. Scaminace held multiple leadership roles at The Sherwin-Williams Company (paints and coatings), ultimately serving as President and Chief Operating Officer from October 1999 to May 2005. Mr. Scaminace has served in various senior leadership roles in significant global publicly traded manufacturing companies. He has demonstrated meaningful expertise in the management and oversight of corporate strategy and culture, sales and marketing, risk management, cybersecurity, ESG initiatives, international trade and compliance, M&A, aerospace markets, inventory controls, supply chain, and financial planning, performance and reporting. Additionally, Mr. Scaminace has gained significant experience, perspective and insight from his service and leadership roles on other public company boards. Based on his strong background, experience and performance in senior leadership roles, our Board believes Mr. Scaminace represents each of the key skills and qualifications noted for him in the Director skills matrix on page 16, and will continue to effectively serve our Board, our business, our team members and our shareholders with a high level of integrity, honesty, judgment and professionalism. | | |

  45. Director Biographies

    | 2023 Proxy Statement | 21 |

  46. Director Biographies

    | | Åke Svensson Director Since: 2010 Age: 71 Committees: Audit Corporate Governance and Nominating | Other Public Company Directorships: ●None | | 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. Mr. Svensson has served in various senior leadership roles in significant global publicly traded companies, primarily at Saab AB, an aerospace and defense manufacturing company. He has meaningful expertise in corporate strategy and culture, aerospace and defense, international markets and trade, manufacturing, sales and marketing, capital allocation, product innovation and technology, and financial and operational risk management. Based on his strong background, experience and performance in senior leadership roles, our Board believes Mr. Svensson represents each of the key skills and qualifications noted for him in the Director skills matrix on page 16, and will continue to effectively serve our Board, our business, our team members and our shareholders with a high level of integrity, honesty, judgment and professionalism. | | |

  47. Director Biographies

    | | Laura K. Thompson Director Since: 2019 Age: 59 Committees: Audit Corporate Governance and Nominating | Other Public Company Directorships (current in bold): ●Wesco International (since 2019) ●Titan International, Inc. (since 2021) | | 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. Prior to those roles, Ms. Thompson held multiple leadership positions at Goodyear, including Vice President of Finance from 2009 to 2013 and Vice President of Business Development from 2005 to 2009. Ms. Thompson has served in the public company leadership capacities noted above as well as other significant leadership roles. She has meaningful expertise in corporate strategy and culture, business development, financial and operational risk management, cybersecurity, corporate finance, financial reporting, international trade, industrial manufacturing, capital allocation, distribution, supply chain management, sales and marketing, technology and process innovation, and M&A strategy, finance and execution. Additionally, Ms. Thompson has significant experience, perspective and insight from her service on other public company boards. Based on her strong background, experience and performance in senior leadership roles and as a director, our Board believes Ms. Thompson represents each of the key skills and qualifications noted for her in the Director skills matrix on page 16, and will continue to effectively serve our Board, our business, our team members and our shareholders with a high level of integrity, honesty, judgment and professionalism. | | |

  48. Director Biographies

    | 22 | |

  49. Director Biographies

    | | James R. Verrier Director Since: 2016 Age: 60 Committees: Audit Human Resources and Compensation | Other Public Company Directorships (current in bold): ●BorgWarner, Inc. (former) (2013-2018) | | 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 2018, and President of BorgWarner from March 2012 until July 2018. Prior to those roles, Mr. Verrier held multiple leadership roles with BorgWarner, including Chief Operating Officer and other roles within operations management, quality control and human resources. Mr. Verrier has served in various senior leadership roles in significant global publicly traded manufacturing companies, primarily at BorgWarner. He has demonstrated meaningful expertise in the management and oversight of corporate strategy and culture, sales and marketing, financial and operational risk management, cybersecurity, ESG initiatives, international trade and compliance, capital allocation, and supply chain management. Additionally, Mr. Verrier has gained significant experience, perspective and insight from his service on other public company boards. Based on his strong background, experience and performance in senior leadership roles, our Board believes Mr. Verrier represents each of the key skills and qualifications noted for him in the Director skills matrix on page 16, and will continue to effectively serve our Board, our business, our team members and our shareholders with a high level of integrity, honesty, judgment and professionalism. | | |

  50. Director Biographies

    | | James L. Wainscott Director Since: 2009 Age: 66 Committees: Corporate Governance and Nominating (Chair and Lead Director) Human Resources and Compensation | Other Public Company Directorships (current in bold): ●CSX Corporation (since 2020) | | 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. Prior to those roles, Mr. Wainscott held multiple leadership roles with AK Steel, including Chief Financial Officer from 1998 to 2003. Mr. Wainscott has served in various senior leadership roles in significant global publicly traded manufacturing companies, primarily at AK Steel. He has significant expertise in corporate strategy and culture, manufacturing, financial and operational risk management, cybersecurity, international trade and compliance, supply chain management, inventory control, labor relations, quality and customer relations, cost control, sales and marketing, and financial planning, performance and reporting. Additionally, Mr. Wainscott has gained significant experience, perspective and insight from his service and leadership roles on other public company boards, including as our Lead Director since 2016. Based on his strong background, experience and performance in senior leadership roles, our Board believes Mr. Wainscott represents each of the key skills and qualifications noted for him in the Director skills matrix on page 16, and will continue to effectively serve our Board, our business, our team members and our shareholders with a high level of integrity, honesty, judgment and professionalism. | | |

  51. Director Biographies

    | 2023 Proxy Statement | 23 |

  52. Director Biographies

    | | Thomas L. Williams Director Since: 2015 Age: 64 Committees: None | Other Public Company Directorships (current in bold): ●The Sherwin-Williams Company (since 2023) ●The Goodyear Tire & Rubber Company (since 2019) ●Chart Industries, Inc. (former) (2008-2019) | | Mr. Williams has been the Chairman of our Board since January 2016, serving as Executive Chairman since January 2023. He was our Chief Executive Officer from February 2015 to January 2023, our Executive Vice President from August 2008 to February 2015, and our Operating Officer from November 2006 to February 2015. Mr. Williams served in the roles noted above and other significant leadership roles since joining Parker in 2003. His experience includes leading and/or overseeing all of our operating groups, regions, and key commercial functions including strategic pricing, sales and marketing, and lean and quality. He led the company through numerous significant global challenges throughout his tenure, while simultaneously driving and implementing strategies to strengthen our culture, values, purpose, team member engagement, customer experience, profitable growth, financial performance, and management of ESG initiatives, cybersecurity and other significant risks and opportunities. Additionally, Mr. Williams has gained significant experience, perspective and insight from his service and leadership roles on other public company boards. Based on his strong background, experience, performance in senior leadership roles and intimate working knowledge of our business, plans, strategies and initiatives, our Board believes Mr. Williams represents each of the key skills and qualifications noted for him in the Director skills matrix on page 16, and will continue to effectively serve our Board, our business, our team members and our shareholders with a high level of integrity, honesty, judgment and professionalism. | | |

  53. Director Biographies

    | 24 | |

  54. Other Governance Matters

    | Director Compensation |

  55. 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, Jennifer A. Parmentier, Thomas L. Williams and Lee C. Banks are not included in the table on page 38. During fiscal year 2023, non-employee Directors received an annual cash retainer 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 62 of this Proxy Statement. The following table reflects the annual retainers of the non-employee Directors effective during fiscal year 2023:

  56. Compensation of Directors

    | | Approved August 11, 2021 | Approved August 17, 2022(1) | | Annual Retainers | Effective beginning 10/27/2021 | Effective beginning 10/26/2022 | | Lead Director and Corporate Governance and Nominating Committee Chair: | $220,000 | $225,000 | | Audit Committee Chair: | $180,000 | $185,000 | | Human Resources and Compensation Committee Chair: | $180,000 | $185,000 | | Non-Chair Committee members: | $150,000 | $155,000 |

  57. Compensation of Directors

    | (1) On August 7, 2023, the Human Resources and Compensation Committee approved a $5,000 increase in retainer for the Lead Director and a $10,000 increase in the target value of equity awards, effective on October 25, 2023. |

  58. 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. There were no additional meeting fees paid in fiscal year 2023. During fiscal year 2023, Directors could elect to defer all or a portion of their annual retainers under our Deferred Compensation Plan for Directors. Our Directors also receive a target value of $170,000 per year in restricted stock units ("RSUs"). Accordingly, each Director who was serving as a Director on October 26, 2022 and who was not then an employee was granted 653 restricted stock units ("RSUs") under our Amended 2016 Equity Plan (as defined below). 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.

  59. Compensation of Directors

    | 2023 Proxy Statement | 37 |

  60. Director Compensation

    Director Compensation

  61. Director Compensation for Fiscal Year 2023

    Director Compensation for Fiscal Year 2023 The following table sets forth compensation information for our non-employee Directors for fiscal year 2023. Ms. Fleming does not appear in the table below as she joined our Board in fiscal year 2024.

  62. Director Compensation for Fiscal Year 2023

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | All Other Compensation ($)(2) | Total ($) | | Jillian C. Evanko | 153,414 | 182,122 | 2,231 | 337,767 | | Lance M. Fritz | 153,414 | 182,122 | 12,231 | 347,767 | | Linda A. Harty | 183,414 | 182,122 | 2,231 | 367,767 | | William F. Lacey(3) | 113,831 | 182,122 | 2,231 | 298,184 | | Kevin A. Lobo | 153,414 | 182,122 | 2,231 | 337,767 | | Joseph Scaminace | 183,414 | 182,122 | 2,231 | 367,767 | | Åke Svensson | 153,414 | 182,122 | 2,231 | 337,767 | | Laura K. Thompson | 153,414 | 182,122 | 4,731 | 340,267 | | James R. Verrier | 153,414 | 182,122 | 2,231 | 337,767 | | James L. Wainscott | 223,414 | 182,122 | 12,231 | 417,767 |

  63. Director Compensation for Fiscal Year 2023

    | (1) This column represents the aggregate grant date fair value of RSUs granted under our Amended 2016 Equity Plan in fiscal year 2023 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 26, 2022 received 653 RSUs on his or her grant date. As of June 30, 2023, each non-employee Director, other than Mr. Lacey, who vested in a pro rata portion (273) of his RSUs upon resignation from the Board and forfeited the remainder of his unvested RSUs (see page 25 and footnote 3 below), held 653 RSUs, and none of the non-employee Directors held options or SARs. | | (2) 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 2023 and (b) the following matching gifts under our Matching Gifts Program: Mr. Fritz-$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 62 of this Proxy Statement. | | (3) Mr. Lacey resigned from our Board on March 29, 2023 (see page 25) and as a result forfeited 380 of the RSUs granted October 26, 2022. |

  64. Director Compensation for Fiscal Year 2023

    | 38 | |

  65. Director Compensation for Fiscal Year 2023

    | Executive Compensation |

  66. 2023 Executive Compensation Program

    | Category of Compensation | Element(s) of Compensation | Defined/Described Beginning on: | | Base Salaries | Base Salaries | Page 50 | | Annual Cash Incentive Compensation | Officer ACIP Awards | Page 50 | | Long-Term Incentive Compensation | LTIP Awards | Page 54 | | | Stock Incentives | Page 56 | | Employee Benefits | Various | Page 56 | | Executive Perquisites | Various | Page 62 |

  67. 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 12% fixed and 88% at-risk, and for our other Named Executive Officers is an average mix of 17% fixed and 83% 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 “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 | |

  68. Compensation Consultants and Competitive Market Analysis

    Compensation Consultants and Competitive Market Analysis 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 used for purposes of fiscal year 2023 compensation decisions remained the same as fiscal year 2022 and consisted of the following companies:

  69. Compensation Consultants and Competitive Market Analysis

    | Peer Group Companies | | | | ●Caterpillar Inc. ●Cummins Inc. ●Danaher Corporation ●Deere & Company ●Dover Corporation ●Eaton Corporation plc ●Emerson Electric Co. | ●Enovis Corporation (formerly Colfax Corporation) ●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 |

  70. Compensation Consultants and Competitive Market Analysis

    In January 2023, the Committee modified the Peer Group in order to more closely align the Peer Group with the current size, characteristics and business strategy of the Company. Accordingly, the Committee removed Enovis Corporation and Danaher Corporation from the Peer Group and added 3M Company, Moog Incorporated and Raytheon Technologies Corporation to the Peer Group. This modified Peer Group will generally be used for purposes of fiscal year 2024 compensation decisions and to evaluate the final payout of the calendar year 2023-24-25 LTIP awards granted in January 2023 (as described below). Mercer also provided other compensation consulting services to the Committee during fiscal year 2023, including:

  71. Compensation Consultants and Competitive Market Analysis

    | ● | 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; | | ● | 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; | | ● | preparing and providing to the Committee a comprehensive review of compensation provided to our non-management Directors; | | ● | assessing our cash flow margin performance versus peers over a one, three and five-year period; | | ● | working with management to conduct the annual compensation risk review; and | | ● | periodically assisting management on other select executive compensation topics. |

  72. Compensation Consultants and Competitive Market Analysis

    | 46 | |

  73. Compensation Consultants and Competitive Market Analysis

    In fiscal year 2023, we paid $261,043 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:

  74. Compensation Consultants and Competitive Market Analysis

    | ● | consulting services regarding life insurance, prescription drug and other benefits programs for our team members generally; | | ● | consulting services regarding investment options available under our benefit plans for our team members generally; | | ● | providing benchmarking surveys for information on compensation and benefits for our team members generally; and | | ● | providing services as an insurance broker. |

  75. Compensation Consultants and Competitive Market Analysis

    In fiscal year 2023, we paid $940,187 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 $20.72 billion as reported in its Annual Report on Form 10-K for the fiscal year ended December 31, 2022. 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:

  76. Compensation Consultants and Competitive Market Analysis

    | ● | Mercer reports directly to the Committee and not to management on executive officer and Director compensation matters; | | ● | at each Committee meeting, Mercer and the Committee meet in executive session without members of management present; | | ● | 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; | | ● | the Committee has exclusive authority to retain and set the compensation for Mercer’s executive officer and Director compensation consulting services; | | ● | the individual Mercer consultants to the Committee do not provide any services to us other than those provided for the Committee; | | ● | 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 | | ● | 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). |

  77. 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. | | ● | 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. | | ● | Allocation between different forms of equity elements. The Committee generally allocates 50% of the total target value of each executive officer’s long-term incentive compensation to LTIP Awards and 50% to Stock Incentives. The Committee takes this approach to balance the allocation between elements based on long-term financial, operational and strategic metrics and those based on long-term performance of our common stock. |

  78. 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; | | ● | 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; | | ● | our global compensation plans and programs generally utilize the same or substantially similar performance measures; | | ● | 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; | | ● | the performance of our team members is not evaluated or measured based solely on changes in our stock price; | | ● | 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); | | ● | we do not offer “guaranteed” bonuses and all of our incentive compensation elements carry downside risk for participants; | | ● | our executive officers are subject to specific stock ownership guidelines, a “clawback” policy and provisions requiring forfeiture of certain elements of incentive compensation under certain circumstances; | | ● | our compensation packages, including severance packages and supplemental pensions, are within market ranges; | | ● | 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; | | ● | our decentralized organizational structure lessens the impact of any excessive risks taken by individual business units or operating groups; and | | ● | our team members are evaluated, measured and assessed based on their compliance with our Global Code of Business Conduct and other internal policies and controls, and the extent to which they act in the best interests of our business and our shareholders. |

  79. Base Salaries

    | ● | encourage and reward attainment of individual performance goals established during the annual performance review process; | | ● | recognize experience, expertise, level of responsibility, continuity of leadership, leadership qualities, advancement, individual accomplishment and other significant contributions to the enhancement of shareholder value and the success of our business; and | | ● | attract, retain and motivate the highly-talented and values-driven individuals we need to advance the goals of The Win Strategy. |

  80. 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 2023, base salaries for the Named Executive Officers were generally increased in the range of approximately 7.1% to 9.8% 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 2023 as well as the total base salary actually paid to each of the Named Executive Officers as of June 30, 2023, which is also included in the "Salary" column of the Summary Compensation Table for Fiscal Year 2023.

  81. Annual Cash Incentive Compensation

    Annual Cash Incentive Compensation 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. The Officer ACIP replaced Target Incentive Bonuses, General RONA Bonuses, Converted RONA Bonuses and the Profitable Growth Incentive Plan from our annual incentive program for prior fiscal years. 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 margin 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 the Committee's evaluation of each Named Executive Officer's performance relating to environmental, social and governance ("ESG") matters and other strategic imperatives, but in no event can the total payout exceed the 200% maximum.

  82. Annual Cash Incentive Compensation

    | 50 | |

  83. Annual Cash Incentive Compensation

    Segment Operating Income is consolidated operating income as reported, excluding any effects of currency rate changes, acquisitions and divestitures. Sales Revenue is consolidated net sales revenue as reported, excluding any effects of currency rate changes, acquisitions and divestitures. Cash Flow Margin is the percentage of sales represented by net cash flow from operating activities less capital expenditures, excluding any discretionary pension contributions and effects of acquisitions. The Committee pre-determines the performance goals applicable to each financial metric by analyzing our annual goals and objectives for each such metric and in consideration of Mercer’s annual review. Through this process the Committee directly and materially links annual cash incentive compensation to performance that drives and supports The Win Strategy. The Committee identified segment operating income, sales revenue and cash flow margin as performance measures critical to the financial performance and profitable growth goals of The Win Strategy. Utilizing segment operating income encourages 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, while the sales revenue metric encourages strong sales execution, product and innovation investments, and market share gains. The Committee determined to continue to use cash flow margin, which was also an element of our prior annual incentive program, because of its importance in driving increases in net income, implementing lean initiatives, controlling inventory, collecting receivables, controlling accounts payable, and optimizing capital expenditures. To further align annual cash incentive compensation to the value that we place on ESG matters and other strategic imperatives, the Committee incorporated a performance multiplier as a component of Officer ACIP. This multiplier may adjust Officer ACIP payout amounts upward or downward by up to 20% based on the Committee's evaluation of each such Named Executive Officer's individual performance related to our ESG and other strategic imperatives. In fiscal year 2023, for example, the multiplier incentivized our leaders to foster a culture of diversity, equity and inclusion, drive reductions in carbon emissions, successfully close and integrate the acquisition of Meggitt PLC and advance other strategic imperatives that are important to our goals under The Win Strategy. The Committee will not apply the multiplier to increase an annual cash incentive payout above the overall cap of 200% of the participant’s total target payout opportunity. The Committee believes that, versus our previous annual incentive compensation plan metrics that were based on return on net assets and cash flow, the use of segment operating income, revenue growth and cash flow margin, combined with the performance multiplier, more closely aligns Officer ACIP awards to the most meaningful drivers of Company performance and shareholder value creation.

  84. Setting Targets

    Setting Targets 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. For fiscal year 2023, Officer ACIP awards, at target, represented the following percentages of base salary for each of our Named Executive Officers, which remained generally consistent (increased by 4%) with target aggregate percentages under the prior annual incentive compensation plan for fiscal year 2022 for officers serving in the same role year over year, except that Mr. Banks' target percentage was increased by 23% to 130% to reflect the Committee's view of his performance and position.

  85. Performance Results

    | | Below Threshold | Threshold | Target | Maximum | | | | | Actual Segment Operating Income Performance: $4,044,656 % of Target Payout Earned: 200% | | | Segment Operating Income | | | | | | (40% weight) | Less than | | | | | | $3,302,140 | $3,302,140 | $3,669,044 | $4,035,948 | | | | | Actual Sales Revenue Performance: $17,456,150 % of Target Payout Earned: 166.4% | | | Sales Revenue | | | | | | (20% weight) | Less than | | | | | | $14,731,862 | $14,731,862 | $16,368,736 | $18,005,610 | | | | | Actual Cash Flow Margin Performance: 15.8% % of Target Payout Earned: 200% | | | Cash Flow Margin | | | | | | (40% weight) | Less than | | | | | | 7% | 7% | 11% | 15% | | Payout% | 0% | 50% | 100% | 200% |

  86. Performance Results

    | | % of Target Payout Earned | Weighted Payout % | | Segment Operating Income | 200% | 80% | | Sales Revenue | 166.4% | 33.29% | | Cash Flow Margin | 200% | 80% | | Total Weighted Payout % | | 193.29% |

  87. 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 and the applicable exercise period thereafter. LTIP Awards and Stock Incentives work together to align the long-term financial interests of our executive officers and shareholders.

  88. Long-Term Incentive Compensation

    | 2023 Proxy Statement | 53 |

  89. Long-Term Incentive Compensation

    | Component | Description | 2023 | 2024 | 2025 | | 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. Pro-rated LTIP Awards are also 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 |

  90. 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 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 2022. During the third quarter of fiscal year 2023, 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 shares for the calendar year 2023-24-25 performance period based on the following target LTIP Award values for the calendar year 2023-24-25 performance period:

  91. Long-Term Incentive Compensation

    | Named Executive Officer | Target LTIP Award Values ($) | Target LTIP Award Shares | | Jennifer A. Parmentier(1) | 5,000,000 | 17,150 | | Thomas L. Williams | 1,562,500 | 5,360 | | Todd M. Leombruno | 1,400,000 | 4,800 | | Lee C. Banks | 2,600,000 | 8,920 | | Andrew D. Ross(1) | 1,650,000 | 5,660 | | Roger S. Sherrard (1) | 875,000 | 3,000 |

  92. Long-Term Incentive Compensation

    | (1) As a result of their promotions in fiscal year 2023, Ms. Parmentier and Messrs. Ross and Sherrard also received prorated LTIP awards during fiscal year 2023 of the following target shares for the performance periods set forth below to realign their compensation to market levels for their new roles. | | (a) Mr. Parmentier: CY21-22-23: 6,828; CY22-23-24: 9,428 | | (b) Mr. Ross: CY21-22-23: 1,518; CY22-23-24: 2,378 | | (c) Mr. Sherrard: CY21-22-23: 284; CY22-23-24: 407 |

  93. 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 2023 table. The “Stock Awards” column of the Summary Compensation Table for Fiscal Year 2023 includes the aggregate grant date fair value of these awards in fiscal year 2023. Under the Officer LTIP Plan, the actual payouts for these LTIP Awards will be calculated following the three-year performance period ending December 31, 2025, as follows:

  94. 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%. | | ● | If at least one of these threshold performance measures above is not achieved, participants will not receive a payout. | | ● | If at least one of these threshold performance measures above is achieved, participants will become eligible to receive the maximum payout of 200% of the applicable target LTIP Award shares. 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. |

  95. Long-Term Incentive Compensation

    | 54 | |

  96. 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 2023-24-25 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 2023-24-25 LTIP awards, the Committee determined to keep the same weighting as the prior year for revenue growth, growth in the fully diluted earnings per share from continuing operations, and average return on invested capital from continuing operations at 40%, 40% and 20% respectively. The following table illustrates how final LTIP Awards will pay out using the weightings as specified above for the applicable performance period:

  97. Long-Term Incentive Compensation

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

  98. Long-Term Incentive Compensation

    At the end of calendar year 2025, if we achieve an average return on average equity or an average free cash flow margin of 4% or greater for the performance period, 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 2023-24-25 performance period. This table illustrates that recipients of LTIP Awards granted during calendar year 2023 will receive the maximum payout of 200% of the applicable target LTIP Award shares 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 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 2023-24-25 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 below the 35th percentile, would further encourage executive officers to achieve top-quartile performance within the Peer Group companies. In addition, each of the Named Executive Officers received a payout during fiscal year 2023 under LTIP Awards granted during the third quarter of fiscal year 2020 for the three-year performance period ending December 31, 2022. 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 24% 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 disclosed in the Company's 2020 proxy statement with respect to the LTIP Award performance measures for the calendar years 2020-21-22 performance period:

  99. Long-Term Incentive Compensation

    | Performance Measure | Result | Percentile Rank | Weighted Payout Percentage | | Revenue Growth (20%) | 20.99% | 88th | 40% | | Earnings Per Share Growth (40%) | 62.06% | 82nd | 80% | | Average Return on Invested Capital (40%) | 16.26% | 58th | 54% |

  100. Long-Term Incentive Compensation

    As a result, the Named Executive Officers received the following LTIP Award payouts during fiscal year 2023 which are included in the “Number of Shares Acquired on Vesting” column of the Option Exercises and Stock Vested for Fiscal Year 2023 table: Ms. Parmentier-9,989; Mr. Williams - 48,887; Mr. Leombruno - 8,412; Mr. Banks - 22,436; Mr. Ross - 6,454; and Mr. Sherrard - 6,893. Each payment represents a total payout of 174.11% of the target LTIP Award shares for the three-year performance period ended December 31, 2022. In utilizing negative discretion to reduce the 2020-21-22 LTIP awards from 200% to 174.11% guided by the performance measures above, the Committee determined to exclude certain unusual expenses related to the acquisition of Meggitt PLC.

  101. Long-Term Incentive Compensation

    | 2023 Proxy Statement | 55 |

  102. Long-Term Incentive Compensation

    Stock Incentives Each of the Named Executive Officers received Stock Incentives under our Amended 2016 Equity Plan during the first quarter of fiscal year 2023. 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 2023:

  103. Long-Term Incentive Compensation

    | Named Executive Officer | Target Values ($) | Stock Incentive Grants (# of Underlying Shares) | | Jennifer A. Parmentier(1) | 1,650,000 | 17,260 | | Thomas L. Williams(1) | 6,750,000 | 70,620 | | Todd M. Leombruno | 1,400,000 | 14,650 | | Lee C. Banks | 2,600,000 | 27,200 | | Andrew D. Ross(1) | 875,000 | 9,150 | | Roger S. Sherrard | 875,000 | 9,150 |

  104. Long-Term Incentive Compensation

    | (1) For Ms. Parmentier and Messrs. Williams and Ross, the stock incentive target amounts granted in August 2022 reflect their roles at that time prior to the leadership transition in January 2023. No additional stock incentives were granted upon assumption of their new roles. |

  105. Long-Term Incentive Compensation

    The fiscal year 2023 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 2023 table and the “Option Awards—Number of Securities Underlying Unexercised Options—Unexercisable” column of the Outstanding Equity Awards at June 30, 2023 table. The “Option Awards” column of the Summary Compensation Table for Fiscal Year 2023 includes the aggregate grant date fair value of these awards in fiscal year 2023. As required by the terms of our Amended 2016 Equity Plan, these fiscal year 2023 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 2023 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 2023 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.

  106. Employee Benefits

    | 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 and eligible annual cash incentive 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 and eligible annual cash incentive 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 and annual cash incentive bonuses multiplied by years of service in excess of 35 up to a maximum of five years. |

  107. Employee Benefits

    years. | 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, are 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 except for Mr. Sherrard, who elected to freeze his Pension Plan in 2004. 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. RETIREMENT SAVINGS PLAN The Retirement Savings Plan is a qualified defined contribution pension plan under Section 401(k) of the Internal Revenue Code. Most full-time U.S. team members are eligible to participate in the Retirement Savings Plan. Participants may make pre-tax and post-tax contributions to the Retirement Savings Plan up to the applicable statutory limit. Effective January 1, 2022, we provide each participant with a matching contribution of 100% on the first 5% of pay contributed. As described above, certain participants also maintain a retirement income account within the Retirement Savings Plan. We provide to each holder of a retirement income account an annual contribution equal to a percentage of the amount of the participant’s annual compensation up to the Internal Revenue Service statutory limit (currently $330,000 per year), based on age and length of service. These contributions range from 3% to 6% of the participant’s compensation which does not exceed that limit. Participants accrue earnings on contributions based on the performance of various investment funds available within the Retirement Savings Plan. The contributions made by us under the Retirement Savings Plan for the Named Executive Officers during fiscal year 2023 are included in the “All Other Compensation” column of the Summary Compensation Table for Fiscal Year 2023 on page 64. Non-Qualified Benefit Plans During fiscal year 2023, the Named Executive Officers participated in the following non-qualified benefit plans an

  108. Employee Benefits

    programs: | ● | The Parker-Hannifin Corporation Savings Restoration Plan, which we refer to as the Savings Restoration Plan; | | ● | The Parker-Hannifin Corporation Executive Deferral Plan, which we refer to as the Executive Deferral Plan. Only Mr. Leombruno participated in the Executive Deferral Plan in fiscal year 2023; | | ● | The Parker-Hannifin Corporation Deferred Compensation Plan, which we refer to as the Deferred Compensation Plan. Messrs. Williams and Sherrard did not participate in the Deferred Compensation Plan in fiscal year 2023; | | ● | The Parker-Hannifin Corporation Pension Restoration Plan, which we refer to as the Pension Restoration Plan, except for Ms. Parmentier who is not eligible to participate in the Pension Restoration Plan as she does not participate in the Pension Plan; | | ● | The Parker-Hannifin Corporation Supplemental Executive Retirement Benefits Program, which we refer to as the Supplemental Retirement Program, except for Mr. Leombruno and Ms. Parmentier who are not eligible to participate in the Supplemental Retirement Program; and | | ● | The Parker-Hannifin Corporation Defined Contribution Supplemental Executive Retirement Program, which we refer to as the Defined Contribution Supplemental Executive Retirement Program (Mr. Leombruno and Ms. Parmentier are the only Named Executive Officers who participate in the Defined Contribution Supplemental Executive Retirement

  109. Employee Benefits

    ogram). | | 2023 Proxy State

  110. Employee Benefits

    nt | 57 | DEFERRED COMPENSATION PLAN Effective January 1, 2023, the Deferred Compensation Plan is available to eligible team members or those eligible due to their prior Savings Restoration Plan participation. The Deferred Compensation Plan was established to restore deferral opportunities and matching contributions lost because of statutory limits in the Retirement Savings Plan. Specifically, the Deferred Compensation Plan allows eligible participants to defer a portion of their pre-tax compensation, including ACIP awards, and receive matching contributions from us that would have been available under the Retirement Savings Plan if the Internal Revenue Service statutory limit did not exist. LTIP Award payouts are not eligible for deferral under the Deferred Compensation Plan. Each participant may annually defer to his or her Deferred Compensation Plan account any portion of the compensation that he or she cannot defer under the Retirement Savings Plan due to the statutory limit. Participants are able to defer up to 50% of base compensation and up to 80% of incentive compensation. We provided each participant with a matching contribution of 100% on the first 5% of pay contributed. These matching contributions were reduced by the maximum matching contribution available to the participant under the Retirement Savings Plan. In addition, all participants who maintain a retirement income account within the Retirement Savings Plan also maintain a separate retirement income account within the Deferred Compensation Plan. We provide to each holder of a retirement income account an annual contribution equal to a percentage of the amount of the participant’s annual compensation in excess of the Internal Revenue Service statutory limit determined based on age and length of service. These contributions range from 3% to 6% of the amount of the participant’s compensation in excess of that limit. All deferrals and contributions are made under the Deferred Compensation Plan by accounting entry rather than any physical exchange of cash or common stock. Participants also accrue earnings, on an accounting-entry basis, on deferrals based on the performance of various investment fund choices and on contributions based on the performance of our common stock. Participants are our unsecured creditors for their respective account balances. Account balances in the Deferred Compensation Plan are paid as indicated in the table below and all contributions, earnings, withdrawals, distributions, and aggregate balances for the Named Executive Officers participating in the Deferred Compensation Plan are included in the Nonqualified Deferred Compensation for Fiscal Year 2023 table. SAVINGS RESTORATION PLAN Through December 31, 2022, the Savings Restoration Plan was available to team members who earned base salaries equal to or in excess of $150,000 per year and who were otherwise eligible to participate in the plan. Effective January 1, 2023, this plan was closed and replaced by the Deferred Compensation Plan. The Savings Restoration Plan was established to restore deferral opportunities and matching contributions lost because of statutory limits in the Retirement Savings Plan. Specifically, the Savings Restoration Plan allowed executive officers to defer a portion of their pre-tax compensation and receive matching contributions from us that would have been available under the Retirement Savings Plan if the Internal Revenue Service statutory limit did not exist. Each Named Executive Officer could annually defer to his or her Savings Restoration Plan account any portion of the compensation that he or she could not defer under the Retirement Savings Plan due to the statutory limit, up to the greater of 20% of base pay or $25,000. We provided each participant with a matching contribution of 100% on the first 5% of pay contributed. These matching contributions were reduced by the maximum matching contribution available to the participant under the Retirement Savings Plan. We also took into account the matching contributions made under the Retirement Savings Plan to ensure that the maximum match under both plans did not exceed $17,000. In addition, all participants who maintained a retirement income account within the Retirement Savings Plan also maintained a separate retirement income account within the Savings Restoration Plan. We provided to each holder of a retirement income account an annual contribution equal to a percentage of the amount of the participant’s annual compensation in excess of the Internal Revenue Service statutory limit determined based on age and length of service. These contributions ranged from 3% to 6% of the amount of the participant’s compensation in excess of that limit. All deferrals and contributions were made under the Savings Restoration Plan by accounting entry rather than any physical exchange of cash or common stock. Participants also accrued earnings, on an accounting-entry basis, on deferrals based on the performance of various investment fund choices and on contributions based on the performance of our common stock. Participants are our unsecured creditors for their respective accoun

  111. Employee Benefits

    balances.

  112. Employee Benefits

    | 58 | | Savings Restoration Plan, Executive Deferral Plan and Deferred Compensation Plan account balances are paid out upon any of the following events

  113. Employee Benefits

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

  114. Employee Benefits

    mp sum. | Our matching contributions made under the Savings Restoration Plan for the Named Executive Officers during fiscal year 2023 are included in the “All Other Compensation” column of the Summary Compensation Table for Fiscal Year 2023. All contributions, earnings, withdrawals, distributions and aggregate balances for the Named Executive Officers participating in the Savings Restoration Plan during fiscal year 2023 are included in the Nonqualified Deferred Compensation for Fiscal Year 2023 table. EXECUTIVE DEFERRAL PLAN Through December 21, 2022, the Executive Deferral Plan was available to executive officers and certain other team members. Effective January 1, 2023, this plan was closed and replaced by our Deferred Compensation Plan. The Executive Deferral Plan provided executive officers with an opportunity to defer a portion of their compensation (in addition to that deferred under the Retirement Savings Plan and the Savings Restoration Plan) on a pre-tax basis, including Officer ACIP awards, and to accumulate tax-deferred earnings on the deferrals. LTIP Award payouts were not eligible for deferral under the Executive Deferral Plan. Each executive could defer to his or her account up to 80% of base salary and 80% of Officer ACIP awards paid in August. Similar to the Savings Restoration Plan, all deferrals were made under the Executive Deferral Plan by accounting entry rather than any physical exchange of cash. Participants also accrued earnings on an accounting-entry basis based on the performance of various investment fund choices. Participants are our unsecured creditors for their respective account balances. Account balances in the Executive Deferral Plan are paid as indicated in the table above. For those who were participants in the Executive Deferral Plan prior to January 1, 2016, prior to distribution, the balances were increased to reflect any “gross-up” amount necessary to offset federal excise taxes and any after-tax value the participant would have received if the account had remained in place and been paid as elected by the participant. Any balances on distribution to a participant in the Executive Deferral Plan who became a participant on or after January 1, 2016, were no longer increased to reflect any “gross-up” amount to offset federal excise taxes and any after-tax value the participant would have received if the account had remained in place and been paid as elected by the participant. All contributions, earnings, withdrawals, distributions and aggregate balances for the Named Executive Officers participating in the Executive Deferral Plan during fiscal year 2023 are included in the Nonqualified Deferred Compensation for Fiscal Year 2023 table. THE PENSION RESTORATION PLAN The Pension Restoration Plan is available to all individuals who participate in the Pension Plan and who are otherwise eligible to participate in the Pension Restoration Plan. The Pension Restoration Plan was established to restore benefits lost because of statutory limits on the Pension Plan. Specifically, the benefits available under the Pension Restoration Plan equal the amount that would be payable to the participant under the Pension Plan in excess of the Internal Revenue Service statutory limit if that limit did not exist and the participant had not elected to defer any compensation under the Savings Restoration Plan and the Executive Def

  115. Employee Benefits

    ral Plan. | 2023 Proxy State

  116. Employee Benefits

    nt | 59 | 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. LTIP Awards and Stock Incentives are 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. 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, and ACIP awards that were 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. Mr. Leombruno and 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 during fiscal year 2023 are included in the “All Other Compensation” column of the Summary Compensation Table for Fiscal Year 2023. All contributions, earnings, withdrawals, distributions and aggregate balances for the Named Executive Officers participating in the Defined Contribution Supplemental Retirement Program during fiscal year 2023 are included in the Nonqualified Deferred Compensation for Fiscal Year 2023 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 2023. The Named Executive Officers also participated in our Officer Life Insurance Plan and our Executive Long-Term Disability 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. Sherrard, 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 Ross) we pay all required premiums for life insurance until retirement up to age 65. The premiums are designed to maintain death benefit

  117. Employee Benefits

    equal to: | ● | five times base salary during employment and two times final base salary after retirement at age 65 for our Chief Executive Officer; | | ● | 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 | | ● | 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 part

  118. Employee Benefits

    ipants. | 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 2023 are included in the “All Other Compensation” column of the Summary Compensation Table for Fiscal

  119. Employee Benefits

    ear 2023.

  120. Employee Benefits

    | 60 | | 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 Officer ACIP awards 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. Sherrard, Ross, Williams and Banks, of $33,000, or, in the case of Ms. Parmentier and Mr. Leombruno, 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 an

  121. 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, 2023, 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.”

  122. 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 ($) | | Jennifer A. Parmentier(7) Chief Executive Officer (since January 1, 2023) | 2023 | 1,086,667 | 10,062,781 | 1,717,543 | 3,043,673 | — | 493,682 | 16,404,346 | | | 2022 | 765,423 | 3,304,641 | 1,229,346 | 1,373,446 | — | 434,018 | 7,106,874 | | Thomas L. Williams Executive Chairman of the Board (CEO through January 1, 2023) | 2023 | 920,833 | 1,662,672 | 7,027,396 | 2,936,800 | 5,949,240 | 160,482 | 18,657,423 | | | 2022 | 1,387,500 | 5,800,687 | 4,282,828 | 3,780,697 | 3,044,860 | 151,597 | 18,448,169 | | | 2021 | 1,159,375 | 4,845,449 | 4,224,085 | 3,326,023 | 3,344,243 | 135,325 | 17,034,500 | | Todd M. Leombruno Executive Vice President and Chief Financial Officer | 2023 | 838,333 | 1,488,960 | 1,457,822 | 1,620,414 | 762,629 | 362,927 | 6,531,085 | | | 2022 | 736,667 | 1,412,505 | 1,042,956 | 1,138,332 | 31,605 | 308,269 | 4,670,334 | | | 2021 | 510,725 | 2,968,166 | 201,042 | 701,647 | 376,387 | 213,444 | 4,971,411 | | Lee C. Banks Vice Chairman and President | 2023 | 1,204,167 | 2,766,984 | 2,706,672 | 3,025,794 | 1,167,509 | 234,689 | 11,105,815 | | | 2022 | 1,112,500 | 2,624,120 | 1,936,799 | 2,018,734 | — | 244,187 | 7,936,340 | | | 2021 | 971,250 | 2,213,292 | 1,931,105 | 1,792,662 | 1,051,869 | 224,943 | 8,185,121 | | Andrew D. Ross(7) Chief Operating Officer | 2023 | 782,117 | 2,897,563 | 910,517 | 1,531,435 | 134,074 | 102,280 | 6,357,986 | | Roger S. Sherrard(7) Vice President and President - Aerospace Group | 2023 | 752,883 | 1,137,340 | 910,517 | 1,236,961 | — | 145,997 | 4,183,698 |

  123. Compensation Tables

    183,698 | | (1) For fiscal year 2023, reflects increases in base salary effective September 1, 2022 for all Named Executive Officers, and for Mr. Williams, Mr. Ross and Ms. Parmentier mid-year changes effective January 1, 2023, to the following base salary amounts: $1,300,000 for Ms. Parmentier, $375,000 for Mr. Williams; and $850,000 for Mr. Ross. Amounts also include amounts deferred under the Savings Restoration Plan, Executive Deferral Plan and Deferred Compensation Plan for fiscal year 2023: | | Savings Restoration Plan: Ms. Parmentier-$4,792; Mr. Williams—$0; Mr. Leombruno—$5,750; Mr. Banks—$0; Mr. Ross—$8,182; Mr. Sherrard—$7,693 | | Executive Deferral Plan: Mr. Leombruno—$30,000 | | Deferred Compensation Plan: Ms. Parmentier-$6,500; Mr. Williams—$0; Mr. Leombruno—$42,500; Mr. Banks—$6,100; Mr. Ross—$4,250; Mr. Sherrard—$0 | | These amounts are also reported in the “Executive Contributions in Last Fiscal Year” column of the Nonqualified Deferred Compensation for Fiscal Year 2023 table on page 71. | | (2) For fiscal year 2023, these amounts consist of the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 of LTIP Awards granted during fiscal year 2023 to each of the Named Executive Officers. For the LTIP awards, the amounts do not reflect whether a Named Executive Officer has actually realized a financial benefit from the LTIP awards. The amounts were calculated by multiplying the closing price on the date of grant by the number of LTIP Awards received and assuming a payout of 100%. As described beginning on page 54, however, LTIP Award payouts will be calculated following the applicable three-year performance period and could range from a minimum of 0% to a maximum of 200%. The grant date fair value of the LTIP Awards granted during fiscal year 2023 at the maximum payout of 200% are: Ms. Parmentier-$20,125,562; Mr. Williams-$3,325,344; Mr. Leombruno-$2,977,920; Mr. Banks-$5,533,968; Mr. Ross-$5,795,126 and Mr. Sherrard-$2,274,680. Dividends in the form of dividend equivalent units are awarded as additional LTIP award shares. | | (3) Amounts reflect the aggregate grant date fair value for Stock Appreciation Rights granted in fiscal year 2023 computed in accordance with FASB ASC Topic 718. The amounts do not reflect whether a Named Executive Officer has actually realized a financial benefit from the award. The amounts were calculated using the Black-Scholes option pricing model with the following weighted-average

  124. Compensation Tables

    sumptions

  125. Compensation Tables

    | | 64 | | | Fiscal Year of Grant | Participant | Grant Date | Type of Grant | Risk-free Interest Rate | Expected Life of Award | Expected Dividend Yield of Stock | Expected Volatility of Stock | | 2023 | Named Executive Officers | 8/17/2022 | annual grant | 2.99% | 6.49 years | 1

  126. Compensation Tables

    7% | 35.3% | | During fiscal year 2023, no Stock Incentive awards were forfeited by any of the Named Executive Officers. | | (4) Amounts consist of the Officer ACIP awards for fiscal year 2023, which were paid in one or more installments with the final payments in August 2023. | | (5) Amounts consist of the change in annual actuarial present value of pension benefits for our Named Executive Officers. Ms. Parmentier and Mr. Sherrard 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. | | (6) The following table describes each component of the All Other Compe

  127. Compensation Tables

    ation column: | | Name | Company Contributions to Defined Contribution Plans (a)($) | Life Insurance Premiums Paid ($) | Perquisites (b)($) | Total “All Other Compensation” ($) | | Jennifer A. Parmentier | 353,279 | 72,124 | 68,279 | 493,682 | | Thomas L. Williams | 14,073 | 66,889 | 79,520 | 160,482 | | Todd M. Leombruno | 239,593 | 55,130 | 68,203 | 362,927 | | Lee C. Banks | 16,409 | 37,646 | 180,634 | 234,689 | | Andrew D. Ross | 15,207 | 47,223 | 39,850 | 102,280 | | Roger S. Sherrard | 95,794 | 37,232 | 1

  128. Compensation Tables

    971 | 145,997 | | (a) Amount consists of the following company contributions to our Defined Contribution Plans: | | Retirement Savings Plan: Ms. Parmentier-$16,029; Mr. Williams-$14,073; Mr. Leombruno-$17,388; Mr. Banks-$16,409; Mr. Ross-$14,634 and Mr. Sherrard-$15,567. | | Savings Restoration Plan: Ms. Parmentier-$335; Mr. Leombruno-$403; Mr. Ross-$573 and Mr. Sherrard-$538. | | Qualified and Non-qualified Retirement Income Account: Ms. Parmentier- $83,963 and Mr. Sherrard-$79,689. | | Defined Contribution Supplemental Retirement Program: Ms. Parmentier-$252,952 and Mr. Leombruno-$221,802. | | (b) 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 Ms. Parmentier's and Messrs. Williams’, Banks’ and Leombruno's personal use of the corporate aircraft of $39,462; $52,543; $113,757 and $38,827, respectively, 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. | | (7) Ms. Parmentier was not a Named Executive Officer in fiscal year 2021 and Messrs. Ross and Sherrard were not Named Executive Officers in fiscal ye

  129. Compensation Tables

    s 2021 and 2022. | | 2023 Pr

  130. Compensation Tables

    y Statement | 65 | Grants of Plan-Based Awards for Fiscal Year 2023 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 2023. The LTIP Awards and Stock Incentives listed below have been granted under our Amend

  131. Compensation Tables

    2016 Equity Plan. | Name | Grant Date | Compensation Committee Action Date (If Different than Grant Date) | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | 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 ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($)(2) | | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Jennifer A. Parmentier | | | | | | | | | | | | | | Officer ACIP Award(1) | — | — | — | 1,590,000 | 3,180,000 | — | — | — | — | — | — | — | | LTIP Award (CY21-22-23)(3) | 1/1/2023 | — | — | — | — | — | 6,828 | 13,656 | — | — | — | 1,992,138 | | LTIP Award (CY22-23-24)(3) | 1/1/2023 | — | — | — | — | — | 9,428 | 18,856 | — | — | — | 2,750,713 | | LTIP Award (CY23-24-25)(3) | 1/25/2023 | — | — | — | — | — | 17,150 | 34,300 | — | — | — | 5,319,930 | | Stock Incentives | 8/17/2022 | — | — | — | — | — | — | | — | 17,260 | 299.19 | 1,717,543 | | Thomas L. Williams | | | | | | | | | — | | | | | Officer ACIP Award(1) | — | — | — | 1,546,875 | 3,093,750 | — | — | — | — | | | | | LTIP Award (CY23-24-25)(3) | 1/25/2023 | — | — | | | — | 5,360 | 10,720 | — | — | — | 1,662,672 | | Stock Incentives | 8/17/2022 | — | — | — | — | — | — | — | — | 70,620 | 299.19 | 7,027,396 | | Todd M. Leombruno | | | | | | | | | | | | | | Officer ACIP Award(1) | — | — | — | 850,000 | 1,700,000 | — | — | — | — | — | — | — | | LTIP Award (CY23-24-25)(3) | 1/25/2023 | — | — | — | — | — | 4,800 | 9,600 | — | — | — | 1,488,960 | | Stock Incentives | 8/17/2022 | — | — | — | — | — | — | | — | 14,650 | 299.19 | 1,457,822 | | Lee C. Banks | | | | | | | | | | | | | | Officer ACIP Award(1) | | — | — | 1,586,000 | 3,172,000 | — | — | — | — | — | — | — | | LTIP Award (CY23-24-25)(3) | 1/25/2023 | — | — | — | — | — | 8,920 | 17,840 | — | — | — | 2,766,984 | | Stock Incentives | 8/17/2022 | — | — | — | — | — | — | — | — | 27,200 | 299.19 | 2,706,672 | | Andrew D. Ross | | | | | | | | | | | | | | Officer ACIP Award(1) | — | — | — | 801,125 | 1,602,250 | — | — | — | — | — | — | | | LTIP Award (CY21-22-23)(3) | 8/17/2022 | — | — | — | — | — | 284 | 568 | — | — | — | 84,970 | | LTIP Award (CY21-22-23)(3) | 1/1/2023 | — | — | — | — | — | 1,234 | 2,468 | — | — | — | 360,032 | | LTIP Award (CY22-23-24)(3) | 8/17/2022 | — | — | — | — | — | 95 | 190 | — | — | — | 28,423 | | LTIP Award (CY22-23-24)(3) | 8/17/2022 | — | — | — | — | — | 312 | 624 | — | — | — | 93,348 | | LTIP Award (CY22-23-24)(3) | 1/1/2023 | — | — | — | — | — | 1,971 | 3,942 | — | — | — | 575,059 | | LTIP Award (CY23-24-25)(3) | 1/25/2023 | — | — | — | — | — | 5,660 | 11,320 | — | — | — | 1,755,732 | | Stock Incentives | 8/17/2022 | — | — | — | — | — | — | — | — | 9,150 | 299.19 | 910,517 | | Roger S. Sherrard | | | | | | | | | | | | | | Officer ACIP Award(1) | — | — | — | 650,250 | 1,300,500 | — | — | — | — | — | — | — | | LTIP Award (CY21-22-23)(3) | 8/17/2022 | — | — | — | — | — | 284 | 568 | — | — | — | 84,970 | | LTIP Award (CY22-23-24)(3) | 8/17/2022 | — | — | — | — | — | 95 | 190 | — | — | — | 28,423 | | LTIP Award (CY22-23-24)(3) | 8/17/2022 | — | — | — | — | — | 312 | 624 | — | — | — | 93,348 | | LTIP Award (CY23-24-25)(3) | 1/25/2023 | — | — | — | — | — | 3,000 | 6,000 | — | — | — | 930,600 | | Stock Incentives | 8/17/2022 | — | — | — | — | — | — | — | — | 9,150

  132. Compensation Tables

    299.19 | 910,517 | | (1) Target Officer ACIP amounts for Ms. Parmentier and Messrs. Thomas and Ross were prorated to reflect six months of service in their prior roles through December 31, 2022 at their target percentages and base salary rates and six months of service in their new roles through June 30, 2023 at their new target percentages and base salaries. | | (2) For LTIP Awards. calculated assuming a payout of 100% as described in footnote 2 to the Summary Compensation Table for Fiscal Year 2023. | | (3) Does not include LTIP award shares in the form of dividend equivalent units for those LTIPs awarded for the calendar years 2021-22-23, 2022-22-22 and 2023-24-25 performance periods in the following amounts: Ms. Parmentier - 276; Mr. Williams-44; Mr. Leombruno-39; Mr. Banks-74; Mr. Ross - 83 a

  133. Compensation Tables

    Mr. Sherrard - 35. | The elements of executive compensation included in each Named Executive Officer’s total compensation as reported in the Summary Compensation Table for Fiscal Year 2023 on page 64 and the compensation programs under which the grants described in the Grants of Plan-Based Awards for Fiscal Year 2023 table above were made are described in the Compensation Discussion and Analysis section o

  134. Compensation Tables

    this Prox

  135. Compensation Tables

    Statement. | 66 | | Outstanding Equity Awards at June 30, 2023 The following table sets forth information with respect to Stock Incentives and stock awards held by the Named Executive Office

  136. Compensation Tables

    as of June 30, 2023. | | 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) | | Jennifer A. Parmentier | 7,840 | — | 158.79 | 8/15/2027 | — | — | — | — | | | 6,620 | — | 166.49 | 8/14/2028 | — | — | — | — | | | 11,390 | — | 158.90 | 8/13/2029 | — | — | — | — | | | 6,813 | 3,407(2) | 209.56 | 8/11/2030 | — | — | — | — | | | 4,947 | 9,894(3) | 296.00 | 8/10/2031 | — | — | — | — | | | — | 17,260(4) | 299.19 | 8/16/2032 | — | — | — | — | | | — | — | — | — | — | — | 2,682(5) | 1,046,087 | | | — | — | — | — | — | — | 2,804(5) | 1,093,672 | | | — | — | — | — | — | — | 6,884(5) | 2,685,035 | | | — | — | — | — | — | — | 5,438(6) | 2,121,038 | | | — | — | — | — | — | — | 9,506(6) | 3,707,720 | | | — | — | — | — | — | — | 17,292(7) | 6,744,572 | | Thomas L. Williams | 92,340 | — | 158.79 | 8/15/2027 | — | — | — | — | | | 81,180 | — | 166.49 | 8/14/2028 | — | — | — | — | | | 88,680 | — | 158.90 | 8/13/2029 | — | — | — | — | | | 51,127 | 25,563(2) | 209.56 | 8/11/2030 | — | — | — | — | | | 17,233 | 34,467(3) | 296.00 | 8/10/2031 | — | — | — | — | | | — | 70,620(4) | 299.19 | 8/16/2032 | — | — | — | — | | | — | — | — | — | — | — | 20,100(5) | 7,839,804 | | | — | — | — | — | — | — | 18,962(6) | 7,395,938 | | | — | — | — | — | — | — | 5,404(7) | 2,107,776 | | 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 | — | — | — | — | | | 4,070 | — | 158.90 | 8/13/2029 | — | — | — | — | | | 2,433 | 1,217(2) | 209.56 | 8/11/2030 | — | — | — | — | | | 4,197 | 8,394(3) | 296.00 | 8/10/2031 | — | — | — | — | | | — | 14,650(4) | 299.19 | 8/16/2032 | — | — | — | — | | | — | — | — | — | — | — | 5,739(5) | 2,238,440 | | | — | — | — | — | — | — | 4,617(6) | 1,800,815 | | | — | — | — | — | — | — |

  137. Compensation Tables

    ,839(7) | 1,887,404 | | 2023

  138. Compensation Tables

    roxy Statement | 67 | | | 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) | | Lee C. Banks | 44,250 | — | 158.79 | 8/15/2027 | — | — | — | — | | | 36,530 | — | 166.49 | 8/14/2028 | — | — | — | — | | | 40,680 | — | 158.90 | 8/13/2029 | — | — | — | — | | | 23,373 | 11,687(2) | 209.56 | 8/11/2030 | — | — | — | — | | | 7,793 | 15,587(3) | 296.00 | 8/10/2031 | — | — | — | — | | | — | 27,200(4) | 299.19 | 8/16/2032 | — | — | — | — | | | — | — | — | — | — | — | 9,181(5) | 3,580,957 | | | — | — | — | — | — | — | 8,578(6) | 3,345,763 | | | — | — | — | — | — | — | 8,994(7) | 3,508,020 | | | — | — | — | — | — | — | — | — | | Andrew D. Ross | 9,740 | — | 166.49 | 8/14/2028 | — | — | — | — | | | 11,390 | — | 158.90 | 8/13/2029 | — | — | — | — | | | 6,813 | 3,407(2) | 209.56 | 8/11/2030 | — | — | — | — | | | 2,247 | 4,494(3) | 296.00 | 8/10/2031 | — | — | — | — | | | — | 9,150(4) | 299.19 | 8/16/2032 | — | — | — | — | | | — | — | — | — | — | — | 2,682(5) | 1,046,087 | | | — | — | — | — | — | — | 289(5) | 112,722 | | | — | — | — | — | — | — | 1,244(5) | 485,210 | | | — | — | — | — | — | — | 2,472(6) | 964,179 | | | — | — | — | — | — | — | 317(6) | 123,643 | | | — | — | — | — | — | — | 1,987(6) | 775,009 | | | — | — | — | — | — | — | 5,706(7) | 2,225,568 | | Roger S. Sherrard | 17,040 | — | 106.18 | 8/13/2023 | — | — | — | — | | | 12,830 | — | 113.19 | 8/12/2024 | — | — | — | — | | | 12,320 | — | 113.23 | 8/11/2025 | — | — | — | — | | | 14,070 | — | 124.36 | 8/16/2026 | — | — | — | — | | | 11,540 | — | 158.79 | 8/15/2027 | — | — | — | — | | | 9,740 | — | 166.49 | 8/14/2028 | — | — | — | — | | | 12,200 | — | 158.90 | 8/13/2029 | — | — | — | — | | | 6,813 | 3,407(2) | 209.56 | 8/11/2030 | — | — | — | — | | | 2,247 | 4,494(3) | 296.00 | 8/10/2031 | — | — | — | — | | | — | 9,150(4) | 299.19 | 8/16/2032 | — | — | — | — | | | — | — | — | — | — | — | 2,682(5) | 1,046,087 | | | — | — | — | — | — | — | 289(5) | 112,722 | | | — | — | — | — | — | — | 2,472(6) | 964,179 | | | — | — | — | — | — | — | 317(6) | 123,643 | | | — | — | — | — | — | — |

  139. Compensation Tables

    ,024(7) |

  140. Compensation Tables

    ,179,481 | | 68 | | | (1) The market value is calculated by multiplying the closing price of our Common Stock on June 30, 2023, $390.04, by the number of shares. | | (2) Represents Stock Incentives granted on August 11, 2020. The Stock Incentives vest in three equal annual installments beginning August 11, 2021. | | (3) Represents Stock Incentives granted on August 10, 2021. The Stock Incentives vest in three equal annual installments beginning August 10, 2022. | | (4) Represents Stock Incentives granted on August 17, 2022. The Stock Incentives vest in three equal annual installments beginning August 17, 2023. | | (5) Assumes that we meet our target performance goals and payout will be at 100% of the target LTIP Award shares. 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 2021. Ms. Parmentier and Messrs. Ross and Sherrard's target LTIP award amounts reflect additional shares awarded to them as a result of the mid-year leadership changes. | | (6) Assumes that we meet our target performance goals and payout will be at 100% of the target LTIP Award shares. 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. Ms. Parmentier and Messrs. Ross and Sherrard's target LTIP award amounts reflect additional shares awarded to them as a result of the mid-year leadership changes. | | (7) Assumes that we meet our target performance goals and payout will be at 100% of the target LTIP Award shares. Assuming continued employment through the end of the performance period (December 31, 2025), actual payouts under the calendar years 2023-24-25 LTIP Awards will be in common shares to be issued in April 2026 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 aw

  141. Compensation Tables

    ds beginning January 2023. | Option Exercises and Stock Vested for Fiscal Year 2023 The following table sets forth information with respect to Stock Incentives that were exercised during fiscal year 2023 and common shares issued under LTIP Awards and RSUs that vested for the Named Executive Off

  142. Compensation Tables

    ers during fiscal year 2023. | Name | Option Awards | | Stock Awards | | | | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(2) | | Jennifer A. Parmentier | — | — | 15,999 | 4,872,920 | | Thomas L. Williams | 105,500 | 21,171,740 | 48,887 | 15,235,634 | | Todd M. Leombruno | — | — | 8,412 | 2,621,600 | | Lee C. Banks | 95,950 | 21,294,577 | 37,456 | 7,440,076 | | Andrew D. Ross | 11,540 | 2,309,731 | 6,454 | 3,771,237 | | Roger S. Sherrard

  143. Compensation Tables

    — | — | 6,893 | 3,908,052 | | (1) 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. | | (2) Calculated by multiplying the number of shares acquired by the closing price of our common stock on the applicable vesting date of LTIP Awards in April 2023, and for Ms. Parmentier and Messrs. Banks, Ross and Sherrard, the value realized also includes vesting values for RSUs granted in August 201

  144. Compensation Tables

    which vested in August 2022.

  145. Compensation Tables

    | 2023 Proxy Statement | 69 | Pension Benefits for Fiscal Year 2023 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

  146. Compensation Tables

    pplemental Retirement Program. | Name | Plan Name | Number of Years of Credited Service (#)(1) | Present Value of Accumulated Benefit ($)(2) | Payments During Last Fiscal Year ($) | | Jennifer A. Parmentier(3) | Pension Plan | — | — | — | | | Pension Restoration Plan | — | — | — | | | Supplemental Retirement Program | — | — | — | | Thomas L. Williams | Pension Plan | 18.6 | 779,322 | — | | | Pension Restoration Plan | 14.9 | 5,759,608 | — | | | Supplemental Retirement Program | 18.6 | 35,433,942 | — | | Todd M. Leombruno | Pension Plan | 30.1 | 698,689 | — | | | Pension Restoration Plan | 30.1 | 2,101,835 | — | | | Supplemental Retirement Program | — | — | — | | Lee C. Banks | Pension Plan | 31.6 | 1,049,111 | — | | | Pension Restoration Plan | 31.1 | 10,051,704 | — | | | Supplemental Retirement Program | 31.6 | 8,380,466 | — | | Andrew D. Ross | Pension Plan | 24.7 | 654,134 | — | | | Pension Restoration Plan | 24.7 | 2,613,149 | — | | | Supplemental Retirement Program | 24.7 | 3,997,353 | — | | Roger S. Sherrard | Pension Plan | 15.0 | 196,052 | — | | | Pension Restoration Plan | 15.0 | 5,759,608 | — | | | Supplemental Retirement

  147. Compensation Tables

    ogram | 34.0 | 5,447,522 | — | | (1) 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). | | (2) The present value of the accumulated benefits is calculated under each plan using the following assumptions: (i) a discount rate of 4.88% for the Pension Plan; (ii) a discount rate of 4.87% 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 4.91%, 5.15% and 5.34%. 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 2.56%. | | (3) Ms. Parmentier is not eligib

  148. Compensation Tables

    to participate in these plans. | The Pension Plan, the Pension Restoration Plan and the Supplemental Retirement Program are described in the Compensation Discussion and Analys

  149. Compensation Tables

    section

  150. Compensation Tables

    this Proxy Statement. | 70 | | Nonqualified Deferred Compensation for Fiscal Year 2023 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 Retireme

  151. Compensation Tables

    Program during fiscal year 2023. | 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) | | Jennifer A. Parmentier | | | | | | | Savings Restoration Plan(5) | 4,792 | 72,098 | 113,320 | — | 615,601 | | Executive Deferral Plan | — | — | — | — | — | | Defined Contribution Supplemental Retirement Program | — | 252,952 | 554,685 | — | 3,726,821 | | Deferred Compensation Plan | 6,500 | 16,000 | 1,484 | — | 23,984 | | Thomas L. Williams | | | | | | | Savings Restoration Plan | — | — | 392,059 | — | 1,514,979 | | Executive Deferral Plan | — | — | 6,040 | — | 38,038 | | Defined Contribution Supplemental Retirement Program | — | — | — | — | — | | Deferred Compensation Plan | — | — | — | — | — | | Todd M. Leombruno | | | | | | | Savings Restoration Plan | 5,750 | 403 | 113,485 | — | 660,970 | | Executive Deferral Plan | 30,000 | — | 40,215 | — | 302,318 | | Defined Contribution Supplemental Retirement Program | — | 221,802 | 64,984 | — | 613,641 | | Deferred Compensation Plan | 42,500 | 4,750 | 3,385 | — | 50,635 | | Lee C. Banks | | | | | | | Savings Restoration Plan | — | — | 526,769 | — | 2,402,437 | | Executive Deferral Plan | — | — | 1,220,219 | — | 12,157,121 | | Defined Contribution Supplemental Retirement Program | — | — | — | — | — | | Deferred Compensation Plan | 6,100 | 14,000 | 1,306 | — | 21,406 | | Andrew D. Ross | | | | | | | Savings Restoration Plan | 8,182 | 573 | 219,724 | — | 1,014,821 | | Executive Deferral Plan | — | — | — | — | — | | Defined Contribution Supplemental Retirement Program | — | — | — | — | — | | Deferred Compensation Plan | 4,250 | 4,750 | 499 | | 9,499 | | Roger S. Sherrard | | | | | | | Savings Restoration Plan(5) | 7,693 | 63,452 | 272,772 | — | 1,870,512 | | Executive Deferral Plan | — | — | — | — | — | | Defined Contribution Supplemental Retirement Program | — | — | — | — | — | | Deferred Comp

  152. Compensation Tables

    sation Plan | — | — | — | — | — | | (1) 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 2023. | | (2) 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 2023. | | (3) Amounts in this column are not included in the Summary Compensation Table for Fiscal Year 2023, because we do not offer above-market or preferential earnings under our nonqualified deferred compensation plans. | | (4) Includes the following amounts that were deferred during fiscal year 2023 under the Savings Restoration Plan: Ms. Parmentier: $4,792, Mr. Williams—$0, Mr. Leombruno —$5,750, Mr. Banks—$0, Mr. Ross— $8,182 and Mr. Sherrard — $7,693. | | (5) Ms. Parmentier and Mr. Sherrard had nonqualified contributions in their Retirement Income Accounts associated with the Savings Restoration Plan in 2023 in the amount

  153. Compensation Tables

    of $71,763 and $62,914 respec

  154. Compensation Tables

    vely. | | 2023 Proxy Statement | 71 | 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 2023, 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, 2023, ranging from 1.11% to 60.68%. Under the plans, participants have the ability to change their investments at any time. Potential Payments Upon Termination or Change of Control at June 30, 2023 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, 2023, for each triggering event as if the triggering event occurred on June 30, 2023. 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, continues to have an agreement that contains 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 are displayed in the table th

  155. Payments upon Long-Term Disability

    7,613 | | 2023 Proxy Statement | 73 | 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 U

  156. Payments upon Long-Term Disability

    n Death” described above, except that: | (i) | the term for all outstanding Stock Incentives will continue for the remainder of their ten-year terms; | | (ii) | 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 | | (iii) | the Named Executive Officer will not receive death benefits under the Officer Life Insurance

  157. Payments upon Long-Term Disability

    lan until death subsequently occurs. | In addition, the Named Execu

  158. Payments upon Long-Term Disability

    ve Officer will receive the following: | ● | monthly benefits under the Executive Long-Term Disability Plan; | | ● | six months of premium payments for medical and dental insurance based on the applicable COBRA rates for the Named Executive Officer; and | | ● | 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 Insuran

  159. Payments upon Long-Term Disability

    Plan until retirement up to age 65. | 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

  160. Payments upon Long-Term Disability

    nsurance company issuing the policies. | 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 ($) | | Jennifer A. Parmentier | 3,113,398 | — | — | — | — | 6,935,041 | 3,726,821 | 420,000 | 12,588 | 64,398 | 14,272,246 | | Thomas L. Williams | 14,270,714 | — | 822,500 | 5,759,608 | 35,433,942 | 10,231,139 | — | 396,000 | 7,860 | 59,214 | 66,980,977 | | Todd M. Leombruno | 2,339,968 | — | 578,184 | 1,980,893 | — | 2,765,774 | 613,641 | 420,000 | 12,588 | 48,634 | 8,759,682 | | Lee C. Banks | 6,046,191 | — | 1,107,799 | 10,062,241 | 14,574,182 | 4,657,013 | — | 396,000 | 7,704 | 31,676 | 36,882,806 | | Andrew D. Ross | 1,868,789 | — | 613,032 | 2,472,189 | 8,007,541 | 2,301,431 | — | 396,000 | 12,696 | 32,060 | 15,703,738 | | Roger S. Sherrard | 1,868,789 | — | 235,891 | — | 9,322,066 | 1,509,585 | — |

  161. 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:

  162. Payments upon Retirement

    | (i) | the vesting schedule in all outstanding Stock Incentives will continue as if employed; | | (ii) | the term for all outstanding Stock Incentives will continue for the remainder of their ten-year terms; | | (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 | | (iv) | the Named Executive Officer will not receive death benefits under the Officer Life Insurance Plan unless death subsequently occurs. |

  163. Payments upon Retirement

    | 74 | |

  164. 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 2021-22-23, 2022-23-24 and 2023-24-25 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:

  165. Payments upon Retirement

    | ● | the Supplemental Retirement Program; | | ● | the Defined Contribution Supplemental Retirement Program; and | | ● | account balance in the unvested portion of the Named Executive Officer’s LTIP Award deferrals under our Executive Deferral Plan. |

  166. 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, 2023, 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.

  167. Payments upon Retirement

    | Officer | Pension Plan ($) | Pension Restoration Plan ($) | Supplemental Retirement Program ($) | LTIP Awards ($) | Defined Contribution Supplemental Retirement Program ($) | Post-Retirement Insurance Premiums ($) | Totals ($) | | Jennifer A. Parmentier | — | — | — | 6,935,041 | 3,726,821 | 579,583 | 11,241,445 | | Thomas L. Williams | 822,500 | 5,759,608 | 35,433,942 | 17,343,519 | — | 59,214 | 59,418,783 | | Todd M. Leombruno | 578,184 | 1,964,779 | — | 2,765,774 | 613,641 | — | 5,922,378 | | Lee C. Banks | 1,107,799 | 10,062,241 | 14,574,182 | 10,434,740 | — | 190,056 | 36,369,018 | | Andrew D. Ross | 613,032 | 2,472,189 | — | 2,301,431 | — | 356,464 | 5,743,116 | | Roger S. Sherrard | 235,891 | — | — | 1,509,585 | — | 256,482 | 2,001,958 |

  168. 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.

  169. Payments upon Termination for Cause or Resignation

    | Officer | Pension Plan ($) | Pension Restoration Plan ($) | Supplemental Retirement Program ($) | Totals ($) | | Jennifer A. Parmentier | — | — | — | — | | Thomas L. Williams | 822,500 | 5,759,608 | 35,433,942 | 42,016,050 | | Todd M. Leombruno | 578,184 | 1,964,779 | — | 2,542,963 | | Lee C. Banks | 1,107,799 | 10,062,241 | 14,574,182 | 25,744,222 | | Andrew D. Ross | 613,032 | 2,472,189 | — | 3,085,221 | | Roger S. Sherrard | 235,891 | — | — | 235,891 |

  170. Payments upon Termination for Cause or Resignation

    | 2023 Proxy Statement | 75 |

  171. 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 2021-22-23, 2022-23-24 and 2023-24-25 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.

  172. Payments upon Termination without Cause

    | Officer | Severance Pay ($) | Pension Plan ($) | Pension Restoration Plan ($) | Supplemental Retirement Program ($) | LTIP Awards ($) | Medical and Dental Benefits ($) | Totals ($) | | Jennifer A. Parmentier | 375,000 | — | — | — | 6,935,041 | 6,294 | 7,316,335 | | Thomas L. Williams | 548,077 | 822,500 | 5,759,608 | 35,433,942 | 10,231,139 | 3,930 | 52,799,196 | | Todd M. Leombruno | 425,000 | 578,184 | 1,964,779 | — | 2,765,774 | 6,294 | 5,740,031 | | Lee C. Banks | 610,000 | 1,107,799 | 10,062,241 | 14,574,182 | 4,657,013 | 3,852 | 31,015,087 | | Andrew D. Ross | 392,308 | 613,032 | 2,472,189 | 8,007,541 | 2,301,431 | 6,348 | 13,792,849 | | Roger S. Sherrard | 382,500 | 235,891 | — | 9,322,066 | 1,509,585 | 6,321 | 11,456,363 |

  173. 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 Jennifer Parmentier, our 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. Mr. Williams and Ms. Parmentier both served as our Chief Executive Officer during the 2023 fiscal year. The Chief Executive Officer annual total compensation for purposes of this disclosure is $16,465,051 and represents the total Summary Compensation Table compensation for Ms. Parmentier for fiscal 2023, annualized based on Ms. Parmentier’s period of service during the 2023 fiscal year and reasonable estimates regarding her compensation that would have been applicable had she been Chief Executive Officer during the entire 2023 fiscal year. Using the Summary Compensation Table methodology, the annual total compensation of our median team member for fiscal year 2023 is $80,647. 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 2023 was 204 to 1. There have been no changes to our employee population or employee compensation arrangements during the 2023 fiscal year that we believe would result in a significant change to our pay ratio disclosure and, as a result, we are permitted to use the same median team member identified for fiscal year 2022 for purposes of our fiscal year 2023 Chief Executive Officer pay ratio disclosure. During fiscal 2023, we did complete the acquisition of Meggitt PLC; however, SEC rules permit us to omit the approximately 9,000 team members of Meggitt PLC for purposes of determining our median team member for fiscal year 2023. We expect to take these team members into consideration for purposes of the Chief Executive Officer pay ratio disclosure for fiscal 2024. Accordingly, for purposes of the fiscal year 2023 Chief Executive Officer pay ratio set forth above, we used the same median-paid team member identified with respect to our fiscal year 2022 Chief Executive Officer pay ratio. For purposes of the fiscal year 2022 Chief Executive Officer pay ratio, we identified the “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 estimated 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, consisting of 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.

  174. Chief Executive Officer Pay Ratio

    | 2023 Proxy Statement | 79 |

  175. Pay Versus Performance Disclosure

    Pay Versus Performance Disclosure Our executive compensation program is designed to align pay outcomes with annual and long-term business performance and shareholders’ interests. Our program design choices, including the level of pay at risk, the mix of short-term and long-term incentives, the mix of long-term incentive vehicles, the metrics selected, and the rigor of incentive goals, all work together toward this objective. The Human Resources and Compensation Committee, along with its independent compensation consultant, Mercer, routinely assesses the relationship between our executive compensation program and the financial and total shareholder return (TSR) performance of the company as discussed in the Compensation Discussion and Analysis section of this proxy statement. The results of these analyses have influenced our pay decisions and the evolution of our compensation program to help ensure strong pay and performance alignment. The new Pay vs. Performance disclosure, as required by the SEC, provides an additional perspective on pay and performance alignment by evaluating the link between “Compensation Actually Paid,” herein referred to as “CAP”, as defined by the SEC, and various measures of market and financial performance. Pay Versus Performance Table In accordance with rules adopted by the SEC, we provide the following disclosure regarding executive compensation for our principal executive officers (“PEOs”) and Non-PEO NEOs and Company performance for the fiscal years listed below. The Human Resources and Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.

  176. Pay Versus Performance Disclosure

    | Year | Summary Compensation Table Total for Thomas L. Williams(1) ($) | Compensation Actually Paid to Thomas L. Williams(1)(2)(3) ($) | Summary Compensation Table Total for Jennifer A. Parmentier(1) ($) | Compensation Actually Paid to Jennifer A. Parmentier(1)(2)(3) ($) | Average Summary Compensation Table Total for Non-PEO NEOs(1) ($) | Average Compensation Actually Paid to Non-PEO NEOs(1)(2)(3) ($) | Value of Initial Fixed $100 Investment Based on:(4) | | Net Income ($ Millions) | EPS Growth Relative to Peer Group(5) | | | | | | | | | TSR ($) | Peer Group TSR ($) | | | | (a) | (b) | (c) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2023 | 18,657,423 | 44,288,911 | 16,404,346 | 35,395,261 | 7,044,646 | 16,016,277 | 223.03 | 164.12 | 2,083 | 78th Percentile | | 2022 | 18,448,169 | 14,327,292 | — | — | 5,842,460 | 5,316,820 | 138.26 | 131.12 | 1,316 | 28th Percentile(6) | | 2021 | 17,034,500 | 55,284,335 | — | — | 4,631,585 | 13,265,147 | 170.00 | 151.45 | 1,747 | 78th Percentile |

  177. Pay Versus Performance Disclosure

    | (1) Thomas L. Williams was our PEO during the period covered by the table through December 31, 2022. Jennifer A. Parmentier was our PEO from January 1, 2023 through the end of the period covered by the table. The individuals comprising the Non-PEO NEOs for each fiscal year presented are listed below. |

  178. Pay Versus Performance Disclosure

    | 2021 | 2022 | 2023 | | Todd M. Leombruno | Todd M. Leombruno | Todd M. Leombruno | | Lee C. Banks | Lee C. Banks | Lee C. Banks | | Joseph R. Leonti | Jennifer A. Parmentier | Andrew D. Ross | | Andrew M. Weeks | Andrew M. Weeks | Roger S. Sherrard | | Catherine A. Suever | | |

  179. Pay Versus Performance Disclosure

    | (2) The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not necessarily reflect compensation actually earned, realized, or received by the NEOs. These amounts reflect the Summary Compensation Table Totals with certain adjustments as described in footnote 3 below. |

  180. Pay Versus Performance Disclosure

    | (3) Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEOs and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards and Option Awards columns are the totals from the Stock Awards and Option Awards columns set forth in the applicable Summary Compensation Table. Amounts in the Exclusion of Change in Pension Value columns reflect the amounts attributable to any positive Change in Pension Value reported in the Summary Compensation Table. Amounts in the Inclusion of Pension Service Cost are based on the service cost for services rendered during the listed year. |

  181. Pay Versus Performance Disclosure

    | Year | Summary Compensation Table Total for Thomas L. Williams ($) | Exclusion of Change in Pension Value for Thomas L. Williams ($) | Exclusion of Stock Awards and Option Awards for Thomas L. Williams ($) | Inclusion of Pension Service Cost for Thomas L. Williams ($) | Inclusion of Equity Values for Thomas L. Williams ($) | Compensation Actually Paid to Thomas L. Williams ($) | | 2023 | 18,657,423 | (5,949,240) | (8,690,068) | 1,987,286 | 38,283,510 | 44,288,911 | | 2022 | 18,448,169 | (3,044,860) | (10,083,515) | 1,907,392 | 7,100,106 | 14,327,292 | | 2021 | 17,034,500 | (3,344,243) | (9,069,534) | 1,990,478 | 48,673,134 | 55,284,335 |

  182. Pay Versus Performance Disclosure

    | 80 | |

  183. Pay Versus Performance Disclosure

    | Year | Summary Compensation Table Total for Jennifer A. Parmentier ($) | Exclusion of Change in Pension Value for Jennifer A. Parmentier ($) | Exclusion of Stock Awards and Option Awards for Jennifer A. Parmentier ($) | Inclusion of Pension Service Cost for Jennifer A. Parmentier ($) | Inclusion of Equity Values for Jennifer A. Parmentier ($) | Compensation Actually Paid to Jennifer A. Parmentier ($) | | 2023 | 16,404,346 | — | (11,780,324) | — | 30,771,239 | 35,395,261 |

  184. Pay Versus Performance Disclosure

    | Year | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Exclusion of Change in Pension Value for Non-PEO NEOs ($) | Average Exclusion of Stock Awards and Option Awards for Non-PEO NEOs ($) | Average Inclusion of Pension Service Cost for Non-PEO NEOs ($) | Average Inclusion of Equity Values for Non- PEO NEOs ($) | Average Compensation Actually Paid to Non- PEO NEOs ($) | | 2023 | 7,044,646 | (516,053) | (3,569,094) | 441,917 | 12,614,861 | 16,016,277 | | 2022 | 5,842,460 | (7,901) | (3,342,637) | 263,749 | 2,561,149 | 5,316,820 | | 2021 | 4,631,585 | (650,832) | (2,187,866) | 264,968 | 11,207,292 | 13,265,147 |

  185. Pay Versus Performance Disclosure

    The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:

  186. Pay Versus Performance Disclosure

    | Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Thomas L. Williams ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Thomas L. Williams ($) | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Thomas L. Williams ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Thomas L. Williams ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Thomas L. Williams ($) | Total - Inclusion of Equity Values for Thomas L. Williams ($) | | 2023 | 15,356,992 | 15,835,188 | — | 7,091,330 | — | 38,283,510 | | 2022 | 11,250,580 | (5,017,567) | — | 867,093 | — | 7,100,106 | | 2021 | 18,073,024 | 19,834,252 | — | 10,765,858 | — | 48,673,134 |

  187. Pay Versus Performance Disclosure

    | Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Jennifer A. Parmentier ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Jennifer A. Parmentier ($) | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Jennifer A. Parmentier ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Jennifer A. Parmentier ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Jennifer A. Parmentier ($) | Total - Inclusion of Equity Values for Jennifer A. Parmentier ($) | | 2023 | 25,166,424 | 4,025,045 | — | 1,579,770 | — | 30,771,239 |

  188. Pay Versus Performance Disclosure

    | Year | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs ($) | Average Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non- PEO NEOs ($) | Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs ($) | Total - Average Inclusion of Equity Values for Non- PEO NEOs ($) | | 2023 | 7,048,322 | 3,708,465 | 27,085 | 1,830,989 | — | 12,614,861 | | 2022 | 3,710,087 | (1,403,787) | 97,772 | 157,077 | — | 2,561,149 | | 2021 | 3,752,189 | 4,488,682 | 401,189 | 2,565,232 | — | 11,207,292 |

  189. Pay Versus Performance Disclosure

    | (4) The Peer Group TSR set forth in this table utilizes the S&P 500 Industrials (Sector) Index (“S&P Industrials Index”), which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended June 30, 2023. The comparison assumes $100 was invested (with reinvestment of dividends) for the period starting June 30, 2020, through the end of the listed year in the Company and in the S&P Industrials Index, respectively. Historical stock performance is not necessarily indicative of future stock performance. |

  190. Pay Versus Performance Disclosure

    | (5) We determined EPS Growth Relative to Peer Group to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEOs and Non-PEO NEOs in 2023. As described in the Compensation Discussion & Analysis, the LTIP Award for the three-year performance period is, in part, based on a comparison of the Company’s EPS growth relative to the Peer Group companies in the aggregate. However, in compliance with SEC guidance, the table above reflects our relative as reported earnings per share performance for each listed fiscal year as compared with the Peer Group companies disclosed in the Compensation Discussion & Analysis. This performance measure may not have been the most important financial performance measure for years 2022 and 2021 and we may determine a different financial performance measure to be the most important financial performance measure in future years. |

  191. Pay Versus Performance Disclosure

    | (6) The relative performance of as reported earnings per share in fiscal year 2022 was significantly impacted by costs associated with our acquisition of Meggitt PLC. |

  192. Pay Versus Performance Disclosure

    | 2023 Proxy Statement | 81 |

  193. Pay Versus Performance Disclosure

    Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Company Total Shareholder Return (“TSR”) The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs, and the Company’s cumulative TSR over the three most recently completed fiscal years.

  194. PEO and Average Non-PEO NEO Compensation Actually Paid Versus Company TSR

    PEO and Average Non-PEO NEO Compensation Actually Paid Versus Company TSR Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs, and our net income during the three most recently completed fiscal years.

  195. PEO and Average Non-PEO NEO Compensation Actually Paid Versus Net Income

    PEO and Average Non-PEO NEO Compensation Actually Paid Versus Net Income

  196. PEO and Average Non-PEO NEO Compensation Actually Paid Versus Net Income

    | 82 | |

  197. PEO and Average Non-PEO NEO Compensation Actually Paid Versus Net Income

    Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and EPS Growth Relative to Peer Group The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and our EPS Growth Relative to Peer Group during the three most recently completed fiscal years.

  198. PEO and Average Non-PEO NEO Compensation Actually Paid Versus EPS Growth Relative to Peer Group

    PEO and Average Non-PEO NEO Compensation Actually Paid Versus EPS Growth Relative to Peer Group Relationship Between Company TSR and Peer Group TSR The following chart compares our cumulative TSR over the three most recently completed fiscal years to that of the S&P Industrials Index over the same period.

  199. 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:

  200. 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; the length of time such shares have been owned by the shareholder and any direct or indirect interest of such shareholder in any contract with us or any subsidiaries or affiliates or any of our principal competitors; any material transaction between such shareholder and us, any subsidiaries or affiliates or any of our principal competitors; and if such shareholder is not a natural person, the identity of the natural person or persons associated with such shareholder and the qualifications and background of such shareholder and any proportionate shares in us or derivative interests held, directly or indirectly, by a general or limited partnership of such shareholder for which such shareholder is a general partner or runs a beneficial interest in a general partner. 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; | | 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; | | 3. | The reasons why, in the opinion of the recommending shareholder, the proposed nominee is qualified and suited to be a Director; | | 4. | The disclosure of any relationship of the candidate being recommended with us or any of our subsidiaries or affiliates, whether direct or indirect; |

  201. Shareholder Recommendations for Director Nominees

    | 2023 Proxy Statement | 111 |

  202. 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 | | 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. |

  203. Shareholder Recommendations for Director Nominees

    | 112 | |

  204. Shareholder Recommendations for Director Nominees

    | Exhibit A |