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

Parker-Hannifin Corp (PH)

DEF 14A 2023-09-22 For: 2023-10-25

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Added on June 12, 2026

About this DEF 14A

Parker-Hannifin Corp filed this DEF 14A on September 22, 2023.

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☐		Preliminary Proxy Statement
☐		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒		Definitive Proxy Statement
☐		Definitive Additional Materials
☐		Soliciting Material Pursuant to §240.14a-12

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☒		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

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"

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

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

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


$19.1B	$3.0B	67^thYEAR	COMPLETED ACQUISITION OF MEGGITT PLC ON SEPTEMBER 12, 2022
TOTAL NET SALES WERE A RECORD AT $19.1 BILLION	CASH FLOW FROM OPERATING ACTIVITIES (CFOA) WAS 15.7% of sales AT $3.0 BILLION	INCREASED ANNUAL DIVIDEND PER SHARE FOR THE 67^TH YEAR IN A ROW	COMPLETED ACQUISITION OF MEGGITT PLC ON SEPTEMBER 12, 2022

	Elements of Compensation		Purpose
Fixed	Base Salary		Attracts, retains and motivates the highly-talented and values-driven individuals we need to advance the goals of The Win Strategy
Variable/ At-Risk	Officer Annual Cash Incentive	Officer ACIP	The Parker Hannifin Corporation Officer Annual Cash Incentive Plan ("Officer ACIP") incentivizes executive officers to maximize segment operating income, sales revenue and cash flow margin, metrics we believe align closely with total shareholder return and overall shareholder value by focusing on key business strategies, such as profitable and sustainable sales growth, value pricing and strategic supply chain, market-driven innovation, system solutions, strong distribution channels, continuous improvement in net income, lean initiatives, inventory control, strong receivable and payable controls, and ESG-related initiatives.
	Long- Term Equity Incentive	Long Term Incentive Performance ("LTIP") Awards	Incentivizes executive officers to maximize long-term revenue growth, earnings per share ("EPS") growth, and growth in average return on invested capital ("ROIC") by focusing on various key business strategies, such as market-driven innovation, on-time delivery of quality products, value-added services and systems, strategic supply chain, lean enterprise, value pricing and profitable growth
		Stock Incentives/ Stock Appreciation Rights ("SARs")	Incentivizes executive officers to maximize our stock price by focusing on various key business strategies, such as sustained profitable growth and financial and operational performance that contribute to appreciation of our stock price

	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 under our Amended and Restated 2016 Omnibus Stock Incentive Plan ✓“Claw back” policy to recover or withhold incentive-based compensation to executive officers in certain circumstances ✓Anti-hedging and anti-pledging policy for Directors and executive officers ✓Robust Stock Ownership Guidelines for executive officers and Directors			✕Offer employment agreements to our executives ✕Offer above-market earnings on contributions to deferred compensation accounts ✕Grant stock options or SARs with an exercise price less than the fair market value of Parker’s common stock on the date of grant ✕Re-price stock options or SARs ✕Cash out underwater stock options or SARs ✕Include reload provisions in any stock option or SAR grant ✕Permit directors or employees, or their respective related persons, to engage in short sales of Parker’s stock or to trade in instruments designed to hedge against price declines in Parker’s stock ✕Permit directors or officers to hold Parker securities in margin accounts or to pledge Parker securities as collateral for loans or other obligations

Environmental Stewardship		We are committed to driving sustainable, long-term growth and doing so in a way that makes the world a better place. ●We have committed to achieve carbon neutral operations by 2040. To ensure continued progress in minimizing our carbon footprint, we established a series of emissions targets, which include: ●Reducing absolute emissions directly from our operations by 50% by 2030; and ●Reducing indirect absolute emissions related to materials sourcing, logistics and services by 15% by 2030, and by 25% by 2040. ●We have reported energy and emissions data to the Carbon Disclosure Project ("CDP") since 2008.
Water Conservation		●We recognize that water is becoming a critical resource and is in short supply in certain parts of the world. As a result, Parker has launched a new water conservation initiative that targets high risk and high volume facilities. ●Our goal is to implement water management best practices at 100% of sites in water-scarce locations by 2030 based on the definition by the World Resources Institute.
Waste and Materials Management		●We manage materials and waste responsibly and in accordance with applicable laws in the communities in which we operate. We have steadily reduced our hazardous waste production through the years and we have systematically upgraded our hazardous materials storage to minimize potential for releases to the environment. ●Our Simple by Design innovation methods as well as our focus on kaizen process improvements promote the reduction of waste in all aspects of our manufacturing process.

Supplier Partnerships		●We have implemented several supply chain initiatives to reduce our environmental footprint. This includes leveraging sustainable transport methods to reduce emissions associated with air freight, as well as transitioning to electronic documentation to reduce paper waste. Through kaizen initiatives, our team members continue to develop innovations to help achieve our environmental stewardship goals. ●Since 2013, we have been a member of the U.S. Environmental Protection Agency SmartWay^® Transport Partnership aimed at identifying technologies and strategies to reduce carbon emissions and set goals and track progress towards reducing fuel consumption and improve the efficiency of freight transport. ●Our global supply chain team employs dual sourcing and other risk management strategies to ensure the availability of materials needed for production. We also require our suppliers to comply with all laws and regulations related to human rights, resource conservation and other environmental and legal requirements.
Technologies Enabling a Better Tomorrow		●Our interconnected portfolio of technologies features a broad range of highly efficient solutions engineered to improve performance and efficiency and to help end users reduce resource consumption and greenhouse gas emissions. ●We deliver components and systems that enable the adoption of cleaner and more efficient energy, electrification, light weighting and other innovations to provide a more positive, global environmental impact to companies across the industrial, mobile and aerospace markets, including: ●A comprehensive suite of engineered materials such as thermal management, coatings, adhesives and vibration control that enable more electric applications. ●A broad range of motion and control technologies to support the use of various clean energy sources such as batteries, fuel cells, hydrogen, sustainable fuels and renewable energy. ●A strong motion technology offering with electro-hydraulic, electromechanical, and pneumatic actuators, valves, pumps, motors, controllers, software and conveyance for more electric aerospace, mobile and industrial applications. ●A broad platform of filtration technologies to accelerate a cleaner and more sustainable world.

Safety		Safety is a core value that all team members share, and our goal is to achieve a zero-incident workplace. To measure our safety progress, we have established long-term safety targets. Our goal is to have zero recordable incidents by 2030. Over the last five years, we have reduced our Incident Rate by 45% from fiscal year 2019 through fiscal year 2023.
Diversity, Equity and Inclusion		An inclusive environment is a core tenet of our values and one of our key measures of success within The Win Strategy. Our Vice President of Diversity, Equity and Inclusion ("DEI") leads an ongoing commitment to an inclusive and welcoming workplace. We also established four global DEI High Performance Teams ("HPTs") focused on Talent Attraction, Talent Development, Governance and Knowledge. Each team is led by a senior executive and tasked with improving the way we attract and develop diverse team members, design education and awareness opportunities, and define sustainable progress measures in fostering an inclusive culture. A component of our DEI program focus is to support the development and deployment of Business Resource Groups ("BRGs"). Our first BRG, Peer W, was established in 2015 to support the attraction, development and retention of women at Parker. Peer W has grown into a well-developed global network of over 30 chapters and established a Mentoring Circles program in 2020. In 2021, we introduced and launched two additional BRGs which are the Nia Network, supporting the attraction, development and retention of Black team members, and Parker Next, dedicated to our team members' professional growth and personal development. The goal of our focus on DEI is to promote a strong, cohesive work environment that will provide us the best talent and further strengthen our organization for future success.
Social Responsibility		Our social responsibility strategy, with the support of the Parker-Hannifin Foundation, empowers team members to make a difference in the communities we call home. The Parker Foundation has three areas of focus: ●STEM EDUCATION: Supporting schools, universities and community agencies to promote access to science, technology, engineering and mathematics education, and the resources and support needed to thrive in the classroom. ●COMMUNITY NEEDS: Supporting our team members, families and neighbors by contributing to the advancement and well-being of our communities. ●SUSTAINABILITY: Supporting long-term efforts to build sustainable communities, address key societal issues and create a better tomorrow. For nearly 70 years, the Parker-Hannifin Foundation has extended the goodwill of our team members with donations that benefit the communities where we operate. Through our Parker Foundation programs, we have donated over $80 million since 2010, including $9 million in 2023.

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%

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

We Sought Input from Shareholders Representing		Company Representatives		Topics Discussed		Feedback/Actions Informed by Feedback
		●General Counsel and Secretary ●Investor Relations ●Other members of management, including our Environmental, Health and Safety ("EHS") leader		Governance Topics ●Our commitment to performance-based executive compensation ●Compensation metrics tied to ESG ●Board refreshment and diversity ●Board composition & leadership structure ●Board risk oversight Environmental and Social Topics ●Environmental / Climate goals and strategies ●Environmental reporting frameworks ●Human capital management matters, including labor market challenges and workplace safety incident reporting		●Supportive of new Annual Cash Incentive Plan (ACIP) which includes ESG metrics ●Positive feedback on our climate commitments and reporting frameworks ●Enhanced director skills and diversity reporting ●Future ESG reporting to TCFD standards

Item 1 – Election of Directors
Shareholder approval is sought to elect the following directors for a term that will expire at our Annual Meeting of Shareholders in 2023:
●Lee C. Banks ●Jillian C. Evanko ●Denise Russell Flemings ●Lance M. Fritz	●Linda A. Harty ●Kevin A. Lobo ●Jennifer A. Parmentier	●Joseph Scaminace ●Åke Svensson ●Laura K. Thompson	●James R. Verrier ●James L. Wainscott ●Thomas L. Williams

Item 2 – Proposal to Approve the Compensation of our Named Executive Officers on a Non-Binding, Advisory Basis
In accordance with the requirements of Section 14A of the Securities Exchange Act of 1934 and the related SEC rules, we are providing our shareholders with the opportunity to vote to approve, on a non-binding, advisory basis, the compensation of the Named Executive Officers as disclosed in this Proxy Statement. We encourage our shareholders to carefully read this Proxy Statement in its entirety before deciding whether or not to vote for or against this Item

Item 3 – Ratification of the Appointment of Independent Registered Public Accounting Firm
The Audit Committee recommends ratification of its appointment of Deloitte and Touche LLP ("D&T") as the independent registered public accounting firm to audit our financial statements as of and for the fiscal year ending June 30, 2024. D&T served as the independent registered public accounting firm to audit our financial statements as of and for the fiscal year ended June 30, 2023, and has served as our independent auditor since fiscal year 2008.

Item 4 – To approve the Parker-Hannifin Corporation 2023 Omnibus Stock Incentive Plan
Shareholder approval is sought for the Parker-Hannifin Corporation 2023 Omnibus Stock Incentive Plan, which we refer to as the 2023 Omnibus Stock Incentive Plan.

Item 5 – To approve the Amended and Restated Parker-Hannifin Corporation Global Employee Stock Purchase Plan
Shareholder approval is sought for the approval of the Amended and Restated Parker-Hannifin Corporation Global Employee Stock Purchase Plan, which we refer to as the Amended and Restated Purchase Plan. The Amended and Restated Purchase Plan offers eligible employees the opportunity to acquire our common stock through periodic payroll deductions that will be applied towards the purchase of our common shares.

Item 6 – Advisory Vote on the Frequency of Future Advisory Votes to Approve Named Executive Officer Compensation
In accordance with the requirements of Section 14A of the Securities Exchange Act of 1934 and the related SEC rules, we are providing our shareholders with the opportunity to vote, on a non-binding, advisory basis, for their preference as to how frequently we should conduct future advisory shareholder votes on the compensation of our Named Executive Officers. By voting with respect to this Item 6, shareholders may indicate whether they would prefer that we conduct future advisory votes on the compensation of our Named Executive Officers every year, every two years, or every three years.

			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

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

Key Criteria		Overall Philosophy and Approach
Culture and Values		The Corporate Governance and Nominating Committee places high value on cultural fit. Our Directors must be able to work together to efficiently and effectively oversee the issues and risks facing our business, and have the commitment, integrity, honesty, judgment and professionalism required under our Corporate Governance Guidelines and Global Code of Business Conduct, and to otherwise serve the long-term interests of our Board of Directors, our business, our team members and our shareholders.
Diversity		The Corporate Governance and Nominating Committee firmly believes diversity is critical to a well-functioning Board of Directors, and is committed to enhancing diversity on our Board. As a result, our Corporate Governance Guidelines require each search for qualified director candidates to include individuals with diverse backgrounds, including gender, ethnicity and race. In our most recently completed Director searches, for example, a majority of the candidates presented for consideration were diverse candidates which ultimately resulted in the elections of Mses. Evanko and Fleming and Messrs. Lacey (since resigned from our Board; see page 25) and Fritz, strengthening the racial and gender diversity of our Board. In 2023, the Board also elected Jennifer A. Parmentier as a Director, which further strengthened gender diversity, and as a result, 38% of our Board is now gender diverse.
Skills and Qualifications		The Corporate Governance and Nominating Committee also believes it is essential to have a Board with the range of skills and experience needed to effectively evaluate, monitor and oversee the wide range of considerations presented by the size and scope of our Company, operations, products and markets. As a result, the Corporate Governance and Nominating Committee seeks to identify nominees who are independent and well equipped with a broad set of key skills, including those shown on the table on page 16.

											6new directors since 2019 5new diverse directors since 2019
Laura K. Thompson				Jillian C. Evanko Lance M. Fritz William F. Lacey (since resigned; see page 25)				Jennifer A. Parmentier Denise Russell Fleming

Director Diversity	Gender	Race	Ethnicity (Country of Birth/Citizenship)
Lee C. Banks	M	White	United States
Jillian C. Evanko	F	White	United States
Denise Russell Fleming	F	Black	United States
Lance M. Fritz	M	White	United States
Linda A. Harty	F	White	United States
Kevin A. Lobo	M	Asian	Country of Birth: India Dual Citizenship: Canada, United States
Jennifer A. Parmentier	F	White	United States
Joseph Scaminace	M	White	United States
Åke Svensson	M	White	Sweden
Laura K. Thompson	F	White	United States
James R. Verrier	M	White	Country of Birth: United Kingdom Dual Citizenship: United Kingdom, United States
James L. Wainscott	M	White	United States
Thomas L. Williams	M	White	United States

		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.

		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.

		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.

		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.

		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.

		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.

		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.

		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.

		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.

		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.