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

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

PARKER

HANNIFIN

PROXY

STATEMENT        

ENGINEERING YOUR SUCCESS.      

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

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

Winning Culture

We insist on integrity and ethical behavior and we value compassion, respect and inclusion in all aspects of our global business. We seek to raise the quality of life through responsible, global stewardship.

Passionate People

We are empowered – every idea counts and every role has a voice. We are committed to safety and realize the value of our collective efforts. We believe our strength comes from the relationships and trust we establish with each other, our customers, suppliers, distributors and the world we serve.

Valued Customers

We partner with our customers to increase their productivity and profitability, ensuring their success as well as ours. We are committed to serving our customers through innovation, value creation and the highest quality system solutions.

Engaged Leadership

We lead by example, demonstrating our values in all circumstances and at all times. Our character, experience and abilities are the foundation of Parker’s operational excellence. We hold ourselves accountable for achieving the results our stakeholders expect. We listen to and encourage one another, and take pride in our growth and accomplishments.

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

October 26, 2022 (Wednesday)
9:00 AM EDT

Parker-Hannifin Corporation

6035 Parkland Boulevard
Cleveland Ohio, 44124

September 2, 2022

FOR each director nominee

FOR

FOR

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

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be held on October 26, 2022.

This Proxy Statement, along with our Annual Report on Form 10-K for the fiscal year ended June 30, 2022, is available free of charge on our investor relations website (www.phstock.com).

Sales            

Operations

Meggitt

Acquisition    

 $15.86B

  TOTAL NET SALES
  WERE A RECORD AT

  $15.86 BILLION

$2.44B

CASH FLOW FROM
OPERATING ACTIVITIES
(CFOA) WAS 15.4% OF SALES
AT $2.44 BILLION

66^th YEAR

INCREASED ANNUAL
DIVIDEND PER SHARE
FOR THE 66^TH YEAR
IN A ROW

 Variable/

 At-Risk

Long-

Term Equity Incentive

Officer participation in our Profitable Growth Incentive Plan is limited to our operating group presidents.

 Executive compensation program with pay-for-performance structure aligned with The Win Strategy

 The target total direct compensation package for our Chief Executive Officer is a mix of 9% fixed and 91% at-risk, and for our other Named Executive Officers is an average mix of 18% fixed and 82% at-risk

 Annual advisory vote on executive compensation with consistent high degree of approval

 One-year minimum vesting or performance period requirements for equity incentives under our Amended and Restated 2016 Omnibus Stock Incentive Plan “

 Claw back” policy to recover or withhold incentive-based compensation to executive officers in certain circumstances

 Anti-hedging and anti-pledging policy for Directors and executive officers

 Robust Stock Ownership Guidelines for executive officers and Directors

  Offer employment agreements to our executives

  Offer above-market earnings on contributions to deferred compensation accounts

  Grant stock options or SARs with an exercise price less than the fair market value of Parker’s common stock on the date of grant

  Re-price stock options or SARs

  Cash out underwater stock options or SARs

  Include reload provisions in any stock option or SAR grant

  Permit directors or employees, or their respective related persons, to engage in short sales of Parker’s stock or to trade in instruments designed to hedge against price declines in Parker’s stock

  Permit directors or officers to hold Parker securities in margin accounts or to pledge Parker securities as collateral for loans or other obligations

We are committed to driving sustainable, long-term growth and doing so in a way that makes the world a better place.

•   We are committing 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 recently 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.

   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. In 2020, we appointed our first Vice President of Diversity, Equity and Inclusion (“DEI”) to lead an ongoing commitment to an inclusive and welcoming workplace. We also established four global Diversity, Equity and Inclusion 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 24 local 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.

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. Maintaining a strong DEI program starts with our leadership and is reflected in our CEO’s statement on diversity, equity and inclusion: Continually Build Upon the Diversity, Equity and Inclusion of Our Global Team to be Reflective of the Communities in Which We Do Business.

   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 $70 million since 2010, including $7 million in 2022.

   Board Diversity

   and Composition

Our Board of Directors is committed to sound corporate governance practices, promoting the long-term interests of our shareholders and holding itself and management accountable for our performance.

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

   Board and

   Committee

   Practices

•   Modified our Corporate Governance Guidelines and the charters of our Audit, Corporate Governance and Nominating and Human Resources and Compensation Committees to expressly identify the specific areas of ESG oversight responsibility of the full Board and each Committee.

•   Director retirement is mandatory (with no exceptions or conditions) after reaching age 72

•   Robust stock ownership guidelines for our Directors and executive officers (all of whom are compliant with such guidelines)

•   Annual Board, Committee and individual Director evaluations

•   Annual review of our Chief Executive Officer by all independent Directors

•   None of our Directors are “overboarded” – three do not sit on any other public company boards, seven sit on one other public company board, one sits on two other public company boards, and one sits on three other public company boards

•   Each of our Directors attended more than 94% of his or her meetings of our Board of Directors and his or her Committee meetings during fiscal year 2022

•   Each Committee of our Board of Directors has a published charter that is reviewed and evaluated at least annually

•   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

•   Our Chairman of the Board and Lead Director ensure the entire Board of Directors maintains regular oversight of key risk areas, such as corporate strategy, management succession planning, cyber security, enterprise risk management, and ESG matters. For more information on the Board’s oversight responsibilities, see pages 26-29 of this Proxy Statement.

   Guidelines and

   Codes of Conduct

•   Published Global Code of Business Conduct applicable to our Board of Directors

•   Published Corporate Governance Guidelines

•   General Counsel
and Secretary

•   Investor Relations

•   Other members of Senior Management, including our Environmental, Health and
Safety (“EHS”) leader

Governance Topics

•   Our commitment to performance- based executive compensation

•   Board refreshment and diversity

•   Board composition &
leadership structure

•   Board risk oversight

•   COVID-19 response

Sustainability Topics

•   Environmental / Climate goals
and strategies

•   Environmental reporting frameworks

•   Human capital management matters, including labor
market challenges

•   Supportive of recent director refreshment efforts

•   Positive feedback on our climate commitments and reporting frameworks

•   Published additional EEO-1 workforce data in our Sustainability Report

Item 1 – Election of Directors

•   Lee C. Banks

•   Linda A. Harty

•   Joseph Scaminace

•   James R. Verrier

•   Jillian C. Evanko

•   William F. Lacey

•   Åke Svensson

•   James L. Wainscott

•   Lance M. Fritz

•   Kevin A. Lobo

•   Laura K. Thompson

•   Thomas L. Williams

The Board of Directors unanimously recommends a vote “FOR” each of the nominees to the Board of Directors.

See page 12 for details

Item 2 – Proposal to Approve the Compensation of our
Named Executive Officers on a Non-Binding, Advisory Basis

The Board of Directors unanimously recommends a vote “FOR” the approval of the compensation of the Named Executive Officers as disclosed in this Proxy Statement on a non-binding, advisory basis.

See page 34 for details

Item 3 – Ratification of the Appointment of Independent
Registered Public Accounting Firm

The Board of Directors unanimously recommends a vote “FOR” the proposal to ratify the appointment of D&T as our independent registered public accounting firm for the fiscal year ending June 30, 2023.

See page 78 for details

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

Culture and Values

Diversity

Skills and Qualifications

     2019 

    Laura K. Thompson

 2021 

Jillian C. Evanko

Lance M. Fritz

William F. Lacey

new directors since 2019

new diverse directors since 2019

     Director Experience

Public Company CEO, COO, CFO,

or Other Senior Leadership

Sales & Marketing

Manufacturing

Technology/Digital

Corporate Strategy

Industrial &/or

Aerospace Industry

International

Finance & Accounting

Risk Management

Director Since: 2015                                         

Age: 59

Committees: None

Other Public Company Directorships:

•   Westinghouse Air Brake Technologies Corporation (Wabtec)
(since 2020)

•   Nordson Corporation (former) (2010-2020)

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

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

service on other public company boards;

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

high level of commitment to our Board of Directors, our business, our team members, and our shareholders and a high level of integrity, honesty, judgment and professionalism.

Director Since: 2021                                         

Age: 44

Committees: Audit

Human Resources and Compensation

Other Public Company Directorships:

•   Chart Industries, Inc. (since 2018)

•   Alliant Energy Corporation (former) (2019-2021)

extensive service as Chief Executive Officer and Chief Financial Officer of Chart Industries, Inc., and other leadership positions at successful global companies of significant size;

service on other public company boards;

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

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

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

Director Since: 2021                                         

Age: 59

Committees: Corporate Governance and Nominating

Human Resources and Compensation

Other Public Company Directorships:

•   Union Pacific Corporation (since 2015)

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

service on other public company boards;

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

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

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

Director Since: 2007                                         

Age: 62

Committees: Audit (Chair)

Corporate Governance and Nominating

Other Public Company Directorships:

•   Westinghouse Air Brake Technologies Corporation (Wabtec) (since 2016)

•   Syneos Health, Inc. (since 2017)

•   Chart Industries, Inc. (since 2021)

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

service on other public company boards;

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

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

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

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

Director Since: 2021                                         

Age: 52

Committees: Audit

Corporate Governance and Nominating

Other Public Company Directorships:

•   None

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

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

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

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

Director Since: 2013                                         

Age: 57

Committees: Audit

Human Resources and Compensation

Other Public Company Directorships:

•   Stryker Corporation (since 2012)

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

service on other public company boards;

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

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

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

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

Director Since: 2004                                         

Age: 69

Committees: Human Resources and Compensation (Chair)

Corporate Governance and Nominating

Other Public Company Directorships:

•   Cintas Corporation (since 2010) (Lead Director)

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

service on other public company boards;

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

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

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

Director Since: 2010                                         

Age: 70

Committees: Audit

Corporate Governance and Nominating

Other Public Company Directorships:

•   None

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

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

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

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

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

Director Since: 2019                                         

Age: 58

Committees: Audit

Corporate Governance and Nominating

Other Public Company Directorships:

•   Wesco International (since 2019)

•   Titan International, Inc. (since 2021)

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

service on other public company boards;

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

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

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

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

Director Since: 2016                                         

Age: 59

Committees: Audit

Human Resources and Compensation

Other Public Company Directorships:

•   BorgWarner, Inc. (former) (2013-2018)

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

service on other public company boards;

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

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

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

Director Since: 2009                                         

Age: 65

Committees: Corporate Governance and Nominating (Chair and Lead Director)

Human Resources and Compensation

Other Public Company Directorships:

•   CSX Corporation (since 2020)

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

service on other public company boards;

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

proven ability to effectively serve as our Lead Director and to otherwise work efficiently and effectively with our other Directors to oversee and address issues and risks facing our business; and

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

Director Since: 2015                                         

Age: 63

Committees: None

Other Public Company Directorships:

•   The Goodyear Tire & Rubber Company (since 2019)

•   Chart Industries, Inc. (former) (2008-2019)

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

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

service on other public company boards;

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

high level of commitment to our Board of Directors, our business, our team members, and our shareholders, and a high level of integrity, honesty, judgment and professionalism.

Thomas L. Williams

Chairman of the Board since 2016

James L. Wainscott

Lead Independent Director since 2016

Members: Joseph Scaminace (CHAIR), Jillian C. Evanko, Lance M. Fritz, Kevin A. Lobo, James
R. Verrier, James L. Wainscott

Number of meetings in fiscal year

2022: 4

Administration, structure and determination of our executive compensation program.

ESG strategies, initiatives, policies and risks related to (a) key compensation and benefit plans (including the inclusion and impact of any ESG-based performance measures), (b) executive compensation program, strategy, structure and mix, (c) leadership performance, development and succession, (d) compensation-related ratings and disclosures, and (e) other ESG areas impacting or resulting from the Committee’s duties and responsibilities or as the Board may otherwise delegate.

Working with its independent executive compensation consultant and our human resources, legal and other management personnel to oversee and evaluate other risks relating to our compensation policies and practices for all team members, our succession planning and talent development strategies and initiatives, and other human resources issues.

Members: James L. Wainscott (CHAIR), Lance M. Fritz, Linda A. Harty, William F. Lacey,

Joseph Scaminace, Åke Svensson, Laura K. Thompson

Number of meetings in fiscal year

2022: 2

Evaluating and recommending to our Board of Directors qualified nominees for election as Directors and qualified Directors for Committee membership, establishing evaluation procedures for the performance of our Board of Directors and its Committees, developing corporate governance guidelines and independence standards, and considering other matters regarding our corporate governance structure.

ESG strategies, initiatives, policies and risks related to (a) Board performance, structure, composition and refreshment, (b) corporate governance ratings and disclosures, (c) shareholder engagement processes and feedback, (d) Board and committee oversight responsibilities and meeting cadences on ESG matters, and (e) other ESG areas impacting or resulting from the Committee’s duties and responsibilities or as the Board may otherwise delegate.

Working with our legal and other management personnel to oversee and evaluate other risks relating to:

Director independence, qualifications and diversity issues;

Board of Directors and Committee leadership, composition, function and effectiveness;

alignment of the interests of our shareholders with the performance of our Board of Directors;

compliance with applicable corporate governance rules and standards; and

other corporate governance issues and trends.

Members: Linda A. Harty (CHAIR) (ACFE), Jillian C. Evanko (ACFE), William F. Lacey (ACFE),
Kevin A. Lobo (ACFE), Åke Svensson, Laura K. Thompson (ACFE), James R. Verrier

Number of meetings in fiscal year

2022: 6

Appointing, compensating, retaining, and overseeing our independent registered public accounting firm and evaluating its independence, approving all audit and non-audit engagements with our independent registered public accounting firm, and reviewing our annual and quarterly financial statements, internal and independent audit plans, the results of such audits and the adequacy of our internal control structure.

ESG strategies, initiatives, policies and risks related to (a) ethics, integrity, and compliance, (b) audit and financial controls, reporting and disclosures, (c) audit and financial implications of ESG data and processes, (d) governance structures, financial impacts and funding status of employee retirement plans, and (e) other ESG areas impacting or resulting from the Committee’s duties and responsibilities or as the Board may otherwise delegate.

Working with our internal audit, compliance, legal, and other departments, to oversee and evaluate other significant risks (financial, tax, strategic, operational, legal, regulatory) and management policies, guidelines and processes for assessing and managing such risks.

Meeting privately at each of its meetings with representatives from our independent registered public accounting firm and our Vice President – Audit, Compliance and Enterprise Risk Management.

During fiscal year 2022, there were ten meetings of our Board of Directors. Each Director attended 100% of the meetings held by our Board of Directors and the Committees of our Board of Directors on which he or she served, except one director who was excused from one meeting for a valid reason.

We hold a regularly scheduled meeting of our Board of Directors in conjunction with our Annual Meeting of Shareholders. Directors are expected to attend the Annual Meeting of Shareholders absent an appropriate reason. We held our Annual Meeting of Shareholders virtually in 2021 and all of the members of our Board of Directors attended and were available to answer shareholder questions.

In accordance with the listing standards of the New York Stock Exchange, our non-management Directors are scheduled to meet regularly in executive sessions without management and, if required, our independent Directors will meet at least once annually. Additional meetings of our non-management Directors may be scheduled from time to time when our non-management Directors determine that such meetings are desirable. Our non-management Directors met four times during fiscal year 2022.

Continuous Evaluation/

Annual Review

•   Through ongoing discussions at Board and Committee Meetings, our Board and Committees are continually seeking ways to strengthen their governance and oversight practices and effectiveness.

•   Towards the end of our fiscal year, each director completes a questionnaire assessing the performance of the Board and its committees on which he or she serves.

•   Our Lead Director and Chairman also conduct evaluations of each individual Director towards the end of our fiscal year.

Assessment

•   The questionnaire results are provided to the Board and to each of the Audit, Human Resources and Compensation and Corporate Governance and Nominating Committees, generally at our regularly scheduled Board and Committee meetings in August.

•   The results of the individual Director evaluations are also shared with the Corporate Governance and Nominating Committee in August.

Discussion

•   The Board and each such committee discuss the results and identify areas for continuous improvement. The results of the committee sessions are communicated to the full Board.

Feedback

•   As a result of the Board’s 2022 self- assessment process, the Board identified opportunities to further strengthen the Board’s practices in areas relating to Board and committee-level oversight of ESG matters; meeting process efficiency; director education; and engagement with management.

Led by our CEO, our executive management team develops and implements strategic goals and priorities under The Win Strategy. On a quarterly basis the CEO, our executive leadership team and other business leaders provide detailed business and strategy updates to the Board including progress against business objectives, updates on the competitive landscape facing the Company, economic trends, acquisition and divestiture opportunities and other matters.

BOARD OF DIRECTORS

Our Board of Directors has the ultimate responsibility to monitor the risks facing our business. Among other things, our Board of Directors receives a report from our Audit Committee which reviews and discusses in detail, at least annually, the business and operational risks identified through our enterprise risk management and integrated risk management programs which are led by our Vice President of Audit and Compliance. As set forth in our Corporate Governance Guidelines, although it may delegate certain oversight responsibilities to its Committees, our full Board retains ultimate oversight responsibility over the Company’s strategies, initiatives, policies and risks related to ESG matters, including in the areas of corporate strategy, purpose and values, environmental sustainability (e.g., climate targets and actions), social responsibility, team member safety and engagement, diversity, equity and inclusion, cybersecurity, and external reporting. For more detail on the Board’s role in risk management, including cybersecurity and ESG oversight, see the spotlight sections on the next page.

OUTSIDE ADVISORS

Management and our Board of Directors and its Committees also engage outside advisors where appropriate to assist in the identification, oversight, evaluation and management of the risks facing our business. These outside advisors include our independent registered public accounting firm, external legal counsel and insurance providers, and the independent compensation consultant retained by the Human Resources and Compensation Committee.

LEAD DIRECTOR AND BOARD COMMITTEES

The Committees of our Board of Directors are each responsible for the various areas of risk oversight as described in the “Board and Committee Structure” and “Board Strategic and Risk Oversight” sections of this Proxy Statement. Management and the Chair of the applicable Committee ensure that any significant risks are reported to and addressed with the entire Board of Directors. Our Lead Director and the other Committee Chairs ensure that risk management is a recurring agenda item for meetings of our Board and its Committees. Our Lead Director meets regularly with our other independent Directors without management to discuss current and potential risks and the means of mitigating those risks, and has the authority to direct and evaluate our risk management efforts.

MANAGEMENT

Various members of management are responsible for our day-to-day risk management activities, including members of our Human Resources, Internal Audit and Compliance, Legal, Tax, Risk Management, Treasury, Finance, and Information Technology departments. We have an internal Cyber Security Committee comprised of our Vice President-Chief Digital and Information Officer and other senior members of our IT department. We also have an ESG Steering Committee which is comprised of senior management, including our Chief Operating Officer, General Counsel and Secretary and our EHS leader. Working together with our CEO, these management committees and individuals are charged with identifying, overseeing, evaluating and managing risks in their areas of responsibility and for ensuring that any significant risks are addressed with our Board or the appropriate Board Committees.

Full Board

Our full Board retains ultimate oversight

responsibility over strategies, initiatives,

policies and risks related to ESG matters,

including in the areas of corporate

strategy, purpose and values,

environmental sustainability (e.g., climate

targets and actions), social responsibility,

team member safety and engagement,

diversity, equity and inclusion,

cybersecurity, and external reporting.

Human Resources and

Compensation Committee

Corporate Governance

and Nominating Committee

as the Board may otherwise delegate.

as the Board may otherwise delegate.

otherwise delegate.

the nature of the related person’s interest in the transaction;

the material terms of the transaction;

the importance of the transaction to the related person and to us;

whether the transaction would impair the judgment or the exercise of the fiduciary obligations of any Director or executive officer;

the possible alternatives to entering into the transaction;

whether the transaction is on terms comparable to those available to third parties; and

the potential for an actual or apparent conflict of interest.

 Chairman of the Board and Chief Executive Officer

Six times annual base salary

 Vice Chairman and President

Four times annual base salary

 Chief Operating Officer

Four times annual base salary

 Executive or Senior Vice Presidents

Three times annual base salary        

 Other Executive Officers

Two times annual base salary

 Non-Management Directors

Five times annual retainer

Effective beginning

10/27/2021

Lead Director and Corporate Governance and Nominating Committee Chair:

Audit Committee Chair:

Human Resources and Compensation Committee Chair:

Non-Chair Committee members:

Total

($)

Jillian C. Evanko

Lance M. Fritz

Linda A. Harty

William F. Lacey

Kevin A. Lobo

Joseph Scaminace

Åke Svensson

Laura K. Thompson

James R. Verrier

James L. Wainscott

Candy M. Obourn

This column represents the aggregate grant date fair value of RSUs granted under our Amended 2016 Equity Plan in fiscal year 2022 and computed in accordance with FASB ASC Topic 718. The amount was calculated using the closing stock price on the date of each of the grants. Each of the non-employee Directors serving as a Director on October 27, 2021 received 556 RSUs on his or her grant date. As of June 30, 2022, each non-employee Director, other than Ms. Obourn, held 556 RSUs, and none of the non-employee Directors held options or SARs.

The amounts reported in this column include (a) the value of the dividend equivalent units earned as additional RSUs on the unvested RSUs granted in fiscal year 2022 and in the case of Jillian C. Evanko, Lance M. Fritz and William F. Lacey, the unvested RSUs granted in 2021, and (b) the following matching gifts under our Matching Gifts Program: Mr. Scaminace-$10,000; Ms. Thompson- $2,500; and Mr. Wainscott-$10,000. For more information regarding our Matching Gifts Program, see the Compensation Discussion and Analysis section on page 60 of this Proxy Statement.