UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.     )

Filed by the Registrant ☒                            Filed by a Party other than the Registrant ☐

Check the appropriate box:

PARKER-HANNIFIN CORPORATION

(Name of Registrant as Specified In Its Charter)

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

Payment of Filing Fee (Check the appropriate box)all boxes that apply):

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.

ENABLING ENGINEERING

BREAKTHROUGHS THAT

LEAD TO A BETTER TOMORROW.

PARKER-HANNIFIN CORPORATION

Notice of Annual Meeting of Shareholders

To Our Shareholders:

You are cordially invited to attend the Annual Meeting of Shareholders of Parker-Hannifin Corporation. The meeting will be held virtually via live webcast at www.virtualshareholdermeeting.com/PH2021, our headquarters located at 6035 Parkland Boulevard, Cleveland, Ohio 44124-4141, on Wednesday, October 27, 202126, 2022, at 9:00 a.m., Eastern Daylight Time, for the following purposes:

Voting Items

1

Election of Directors

2

Approval of the Compensation of Our Named Executive Officers on a Non-Binding, Advisory Basis

3

Ratify the Appointment of Deloitte & Touche LLP as our Independent Registered Public Accounting Firm

FOR each director nominee

FOR

FOR

Vote Via Internet

Vote By Phone

Vote By Mail

Vote at the Meeting

www.proxyvote.com

800-690-6903

Vote Processing c/o Broadridge 51 Mercedes Way,     Edgewood, NY 11717

www.virtualshareholdermeeting.com/ PH2021

Because of the ongoing impacts and uncertainty regarding the coronavirus pandemic, or COVID-19, we have decided that this year’s Annual Meeting will be virtual only. Similar to last year, the meeting will be conducted via live webcast, and you will be able to submit questions and vote your shares electronically. Please refer to the section “How to Attend the Annual Meeting of Shareholders” for more information.

Shareholders of record at the close of business on September 3, 20212, 2022 are entitled to vote at the meeting. On September 2, 2022, 128,460,821 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 23, 2022. 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 23, 2022

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

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).

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders

to be held on October 27, 2021.

This Proxy Statement, along with our Annual Report on Form 10-K for the fiscal year ended June 30, 2021, is available free of charge on our investor relations website (www.phstock.com).

Table of ContentsTABLE OF CONTENTS

3		Our Company
Proxy Statement 3					1	Business Highlights and Performance
Governance Documents
4		Executive Compensation Highlights
	1
5		Environmental, Social and Governance Highlights
10		Shareholder Engagement Highlights
11		Proxy Statement SummarySummary/ Voting Roadmap
12			1
Item 1 – Election of Directors
13		Director Selection and Nomination, Qualifications and Diversity
	7
14		Director Skills and Experience
15		Director Biographies
15		Nominees for Election Asas Directors for Terms Expiring in 20222023					7
21		Director Independence
21		Annual Elections; Majority Voting; No Cumulative Voting
21		13			New Elections and Departures
Corporate Governance / Board of Directors 22		Corporate Governance
	15
22		Board and Committee Structure
22		Current Leadership Structure
23		Board Committees; Committee Charters
24		Meetings and Attendance; Executive Sessions
25		15			Director Education and Orientation Program
Number; Current Term; Relationships 25					15	Board and Committee Evaluations
Director Independence 26					15	Board Strategic and Risk Oversight
Current Leadership Structure 26					16	Board’s Role in Strategic Oversight
Director Selection and Nomination, Qualifications and Diversity 27					16	Board’s Role in Risk Oversight
Risk Management 28					17	Spotlight: Oversight of Cybersecurity
Committees of Our Board of Directors 28					18
Board Committees; Committee ChartersSpotlight: Succession Planning			18
The Human Resources and Compensation Committee 28					19	Spotlight: Board’s ESG Oversight
The Corporate Governance and Nominating Committee 30					21	Communications with Directors
The Audit Committee 30			21
Other Governance Matters
30		22
Review and Approval of Transactions with Related Persons					22
Delinquent Section 16(a) Reports 31					22	Proxy Access
Proxy Access 31			22
“Claw Back” Policy			23
Stock Ownership Guidelines					23
31		Stock Ownership Restrictions - Speculative Transactions / Transactions/Hedging					23
Compensation Discussion and Analysis 31					24
Executive Summary—Fiscal Year 2021Governance Documents			24
Objectives and Philosophies of the Executive Compensation Program 32					24	Director Compensation
Categories and Elements of Executive Compensation 32					24	Compensation of Directors
“Pay-for-Performance”—Structure, Key Financial Metrics and Impact on Compensation 33					25
Administration, Oversight and Determination of ExecutiveDirector Compensation for Fiscal Year 2022			28
The Human Resources and Compensation Committee			28
Board of Directors			29
Executive Officers			29
Compensation Consultants and Benchmarking			29
General Policies and Practices Relating to Executive Compensation			32
Allocation of Executive Compensation			32
Accounting and Tax Considerations			33

Committee Discretion 34		Executive Compensation
	33
34				Item 2 – Advisory Vote to Approve Named Executive Officer Compensation
35		Compensation Discussion & Analysis
35		Named Executive Officers
35		Executive Summary
40		Compensation Setting Process
45		Principal Elements of Executive Compensation
58		33			Other Compensation Policies and Practices
Base Salaries 60					34	Accounting and Tax Considerations
Annual Cash Incentive Compensation 60			35
Long-Term Incentive Compensation			40
Employee Benefits			43
Executive Perquisites			49
Consideration of 2020 Say-on-Pay Voting Results			50
Compensation Committee Report
61		51
Compensation Tables
61		52
Summary Compensation Table for Fiscal Year 20212022					52
63		Grants of Plan-Based Awards for Fiscal Year 20212022					54
65		Outstanding Equity Awards at June 30, 20212022					56
67		Option Exercises and Stock Vested for Fiscal Year 20212022					58
68		Pension Benefits for Fiscal Year 20212022					59
69		Nonqualified Deferred Compensation for Fiscal Year 20212022					60
70		Potential Payments Upon Termination or Change of Control at June 30, 20212022					61
77		Chief Executive Officer Pay Ratio
78		72		Item 3 – Ratification of the Independent Registered Public Accounting Firm
Director Compensation for Fiscal Year 2021 78					73	Audit Fees and All Other Fees
79		Audit Committee Pre-Approval Policies and Procedures
79		Report of the Audit Committee
80		75 Beneficial Ownership of Common Stock
80
Item 2 - Ratification of the Appointment of Independent Registered Public Accounting Firm			76
Item 3 - Proposal to Approve the Compensation of our Named Executive Officers on a Non-Binding Advisory Basis			78
Principal Shareholders
81		80 Delinquent Section 16(a) Reports
82		General Information About the Annual Meeting
83		Other Matters
83		General
85		Shareholders’ Proposals
85		82
Shareholder Recommendations for Director Nominees					83
Communications with Directors			83
General			84
How to Attend the Annual Meeting of Shareholders			86

OUR COMPANY

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 2022 across matters of importance to our shareholders, including business and financial performance, executive compensation, our environment, social and governance (“ESG”) program and shareholder engagement.

Business Highlights and Performance

In fiscal year 2022, we delivered strong financial performance and value for our shareholders, including:

PROXY STATEMENT SUMMARYOur Company

Response to COVID-19Executive Compensation Highlights

The remarkable performancetables below highlight the performance-based nature of our team members during the COVID-19 pandemic embodies the Parker culturecompensation program and values that unite us. Throughout the pandemic,how our program aligns with what we have maintained manufacturing capacity across the enterprise, demonstrating the essential natureview as executive compensation best practices.

Elements of Parker’s technologies around the world. Our team members continue to deliver technologies used in, among other applications, ventilators to treat those who are sick; engine filters and transmission components for heavy-duty trucks to transport food, water and supplies; aerospace rotorcraft products to support emergency transport of patients; refrigeration technologies to help keep food fresh and medicine viable; and many other technologies essential to people’s daily lives. Across countless critical applications, Parker products and systems continue to assist in the fight against COVID-19Executive Compensation and support its treatment around the world.

Safety is always our number one priority. We implemented heightened measures to promote safety in our facilities in response to the pandemic to protect our team members, including remote work and physical distancing protocols, among many others. We also were diligent about managing our costs, and implemented operational changes to weather the negative impact of the pandemic and economic downturn on our business.

Fiscal year 2021 was challenging, but our unrelenting focus on The Win Strategy drove us to record levels of performance. Guided by our Purpose, we believe we are well-positioned to emerge from the COVID-19 pandemic stronger than ever before.

Board and Corporate Governance Highlights

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

Fiscal year 2021 was significant with respect to the structure and composition of our Board. We added three new Directors in Jillian C. Evanko, Lance M. Fritz and William F. Lacey, strengthening the culture, skills and gender and racial diversity of our Board. The metrics included in the graphics below reflect our Board structure and composition with our thirteen current Directors. Each Director nominee brings his or her own unique background and range of expertise, knowledge and experience which provides an optimal and diverse mix of skills and qualifications necessary for our Board to effectively fulfill its oversight responsibilities.

PROXY STATEMENT SUMMARYOur Company

We also shared the feedback received during these meetings with our CorporateEnvironment, Social and Governance and Nominating Committee, our Human Resources and Compensation Committee and our full Board of Directors. As a result of our shareholder engagement efforts and the feedback we received, we strengthened our disclosures in this Proxy Statement to provide additional information on our business performance and accomplishments, the structure and composition of our Board, our shareholder engagement efforts, and our ESG program.

Corporate Social Responsibility and SustainabilityHighlights

Our ESG program includes a range of initiatives around corporate social responsibility and sustainability, taking into account the interests of our key stakeholders, including our shareholders, team members, customers and communities. Issues that we focus on include, among others, workplace health and safety, energy efficiency, waste management, climate risk, water conservation, human capital management, diversity, equity and inclusion, supply chain managementcyber security, and business ethics and compliance.

Our For information on Board maintainsand Committee ESG oversight over ESG matters at the full Board level and through our relevant committees, while senior management manages and monitors such mattersresponsibilities, see “Board’s Role in Risk Oversight” on a day-to-day basis throughout the year. The full Board reviews our ESG program at least annually.page 27 of this Proxy Statement.

We publish our Sustainability Report in line with Sustainability Accounting Standards Board (SASB) standards, addressing the many ways in which we apply our core technologies to make a positive impact on the world, including through our team members, social responsibility, environmental initiatives, product stewardship, and governance, ethics and compliance. The Report is available on our website at www.phstock.com. Selected aspects of our most recent Sustainability Report are highlighted below:below.

Our Company

6

Our Company

Social

Our Company

Governance

8

Our Company

Our Company

Shareholder Engagement Highlights

The following table highlights some of the key aspectsWe actively seek and highly value feedback from our shareholders. During fiscal year 2022, in addition to our traditional investor relations outreach efforts, we proactively reached out to shareholders representing over 51% of our executive compensation program for fiscal year 2021. This table is notoutstanding common stock to engage with them on ESG matters. We engaged with each shareholder that accepted our invitation.

We also shared the feedback received during these meetings with our Corporate Governance and Nominating Committee, our Human Resources and Compensation Committee and our full Board of Directors. As a substitute for, nor does it purport to include, allresult of the information provided in our Compensation Discussion and Analysis sectionshareholder engagement efforts and the Compensation Tables presented laterfeedback we received, we strengthened our disclosures in this Proxy Statement and our Sustainability Report.

10

PROXY STATEMENT SUMMARY/

VOTING ROADMAP

This summary highlights certain information relating to the voting items for our 2022 Annual Meeting of Shareholders. Additional details are found throughout this Proxy Statement.

Item 1 – Election of Directors

Director Selection and Nomination, Qualifications

and Diversity

The Corporate Governance and Nominating Committee of our Board is responsible for identifying, evaluating and recommending potential Director candidates. The Corporate Governance and Nominating Committee ensures that Director recruiting, succession and refreshment are persistent areas of focus and regularly reviews the size, composition and independence of our Board, and any expected vacancies, in determining whether and to what extent to actively recruit new Directors or to replace departing Directors.

The Corporate Governance and Nominating Committee utilizes a variety of methods and processes to identify potential Director candidates, including through reputable third-party search firms, unsolicited recommendations from other third-party search firms, and referrals from current or past members of our Board. In addition, the Corporate Governance and Nominating Committee will give appropriate consideration to qualified persons recommended by shareholders for nomination as Directors (provided that such recommendations comply with the procedures set forth under the caption “Shareholder Recommendations for Director Nominees”) and will consider such candidates on the same basis as candidates recommended by other sources.

The Corporate Governance and Nominating Committee generally will not, however, consider recommendations for Director nominees submitted by individuals who are not affiliated with us. The Corporate Governance and Nominating Committee has developed and implemented a robust process to ensure that its formal Director searches are appropriately scoped and designed to produce a slate of potential candidates representing a broad range of backgrounds, educations, experiences, skills and viewpoints that will enable them, individually and collectively, to address the issues affecting our Board, our business, our team members and our shareholders, and optimize the functioning and decision-making and oversight roles of our Board and its Committees. The Corporate Governance and Nominating Committee currently focuses on the following key search and evaluation criteria, but considers the entirety of each proposed candidate’s credentials and all available information that may be relevant to each candidate’s nomination.

The Corporate Governance and Nominating Committee, utilizing its robust and thoughtful approach to Director recruiting, succession and refreshment, has built an experienced, diverse and independent Board that provides significant oversight over our plans and strategies for growth, financial performance and shareholder value creation.

ITEMItem 1 - ELECTION OF DIRECTORS– Election of Directors

Director Skills and Experience

In addition to the metrics included on page 8, the following table presents on an individual basis the skills and experience of our Board in areas that are of importance to our Company. Our Board refreshment efforts over the last several years have strengthened the culture, skills and diversity of our Board. Each Director nominee brings his or her own unique background and range of expertise, knowledge and experience which provides a comprehensive and optimal mix of skills and qualifications necessary for our Board to effectively fulfill its oversight responsibilities.

Director Experience

Public Company CEO, COO, CFO, or Other Senior Leadership

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14

Item 1 – Election of Directors

Director Biographies

Nominees for Election as Directors for Terms Expiring in 2023

Lee C. Banks

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

Mr. Banks has been our Vice Chairman and President since August 2021. From February 2015 to August 2021 he was President and Chief Operating Officer. He was our Executive Vice President from August 2008 to February 2015 and our Operating Officer from November 2006 to February 2015.

Our Board believes that Mr. Banks will effectively serve our Board of Directors, our business, our team members and our shareholders based on his significant and diverse experiences, skills, qualifications and viewpoints from, among other things:

Jillian C. Evanko

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

Ms. Evanko has been President and Chief Executive Officer of Chart Industries, Inc. (cryogenic technologies) since June 2018. She was the Chief Financial Officer of Chart from March 2017 until January 2019. Prior to Chart, Ms. Evanko served as Vice President and Chief Financial Officer of Truck-Lite Co., LLC (truck and commercial vehicle products) since October 2016. Prior to Truck-Lite, Ms. Evanko was Vice President and Chief Financial Officer of Dover Corporation’s Dover Fluids (diversified global manufacturer) since January 2014.

Our Board believes that Ms. Evanko will effectively serve our Board of Directors, our business, our team members and our shareholders based on her significant and diverse experiences, skills, qualifications and viewpoints from, among other things:

Item 1 – Election of Directors

Lance M. Fritz

		Director since Since: 2021 Age: 5859 Committees (upon election): •  Committees: Corporate Governance and Nominating •   Human Resources and Compensation		LANCE M. FRITZ Mr. Fritz has been Chairman of the Board of Union Pacific Corporation since October 2015, and President and Chief Executive Officer since February 2015. Our Board believes that Mr. Fritz will effectively serve our Board of Directors, our business, our team members and our shareholders based on his significant and diverse experiences, skills, qualifications and viewpoints from, among other things: •    extensive service as President and Chief Executive Officer of Union Pacific Corporation and other leadership positions at successful global companies of significant size; •    service on other public company boards; •    independence under the applicable independence standards of the New York Stock Exchange and our Independence Standards for Directors; •    proven ability to work efficiently and effectively with our other Directors to oversee and address issues and risks facing our business; and •    high level of commitment to our Board of Directors and integrity, honesty, judgment and professionalism. Other Public Company Directorships: •   Union Pacific Corporation (since 2015)

Mr. Fritz has been Chairman of the Board of Union Pacific Corporation (rail transport) since October 2015, and President and Chief Executive Officer since February 2015.

Our Board believes that Mr. Fritz will effectively serve our Board of Directors, our business, our team members and our shareholders based on his significant and diverse experiences, skills, qualifications and viewpoints from, among other things:

Linda A. Harty

8  ◆  2021 Proxy Statement		Parker-Hannifin 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)

Item 1 – Election of Directors

William F. Lacey

		Director since Since: 2021 Age: 5652 Committees (upon election): •  Committees: Audit •   Corporate Governance and Nominating		WILLIAM F. LACEY Other Public Company Directorships:   Mr. Lacey has been President and Chief Executive Officer of GE Lighting (lighting technology), a Savant company, since January 2016.•   None

Mr. Lacey has been Vice President of Finance (Books, Kindle and Digital Content) of Amazon (e-commerce) since February 2022. He previously was Chief Executive Officer of GE Lighting (lighting technology), a Savant company, from 2015 to February 2022; and served as Chief Financial Officer of GE Home and Business Solutions Lighting from 2011 to 2015.

Our Board believes that Mr. Lacey will effectively serve our Board of Directors, our business, our team members and our shareholders based on his significant and diverse experiences, skills, qualifications and viewpoints from, among other things:

Kevin A. Lobo

Our Board believes that Mr. Lacey will effectively serve our Board of Directors, our business, our team members and our shareholders based on his significant and diverse experiences, skills, qualifications and viewpoints from, among other things:

•    extensive service as President and Chief Executive Officer of GE Lighting and other General Electric businesses, all successful global companies of significant size;

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

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

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

Parker-Hannifin Corporation		2021 Proxy Statement   Director Since: ◆2013  9 Age: 57 Committees: Audit Human Resources and Compensation		Other Public Company Directorships: •   Stryker Corporation (since 2012)

Item 1 – Election of Directors

Joseph Scaminace

10  ◆  2021 Proxy Statement		Parker-Hannifin 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)

Item 1 – Election of Directors

Laura K. Thompson

		Director Since: 20102019 Age: 6958 Committees:Audit •  Audit •  Corporate Governance and Nominating		ÅKE SVENSSON Mr. Svensson is Chairman of Swedavia AB (transport infrastructure). He was Chairman of the Association of Swedish Engineering Industries (manufacturing trade organization), and Board Member of the Confederation of Swedish Enterprises from May 2018 until May 2020. He was previously Director General of Swedish Engineering Industries from September 2010 to August 2016. Mr. Svensson is a former Director of Saab AB. Our Board believes that Mr. Svensson will effectively serve our Board of Directors, our business, our team members and our shareholders based on his significant and diverse experiences, skills, qualifications and viewpoints from, among other things: •     extensive service as Chief Executive Officer and President of Saab AB, a successful European aerospace, defense and security company of significant size; •     extensive knowledge of European aerospace, defense and security businesses and related issues and trends; •     independence under the applicable independence standards of the New York Stock Exchange and our Independence Standards for Directors; •     proven ability to work efficiently and effectively with our other Directors to oversee and address issues and risks facing our business; and •     high level of commitment to our Board of Directors and integrity, honesty, judgment and professionalism.
Director Since 2019 Age: 57 Committees: •  Audit •  Corporate Governance and Nominating		LAURA K. THOMPSON Now retired, Ms. Thompson served as Executive Vice President of The Goodyear Tire & Rubber Company (tire manufacturing) from December 2013 until her retirement in March 2019, and Chief Financial Officer of Goodyear from December 2013 until October 2018. Our Board believes that Ms. Thompson will effectively serve our Board of Directors, our business, our team members and our shareholders based on her significant and diverse experiences, skills, qualifications and viewpoints from, among other things: •     extensive service as Executive Vice President and Chief Financial Officer and in other key leadership positions at The Goodyear Tire & Rubber Company, a manufacturing company of significant size; •     service on other public company boards; •     qualification as an audit committee financial expert as defined in the federal securities laws; •     independence under the applicable independence standards of the New York Stock Exchange and our Independence Standards for Directors; •     proven ability to work efficiently and effectively with our other Directors to oversee and address issues and risks facing our business; and •     high level of commitment to our Board of Directors and integrity, honesty, judgment and professionalism. Other Public Company Directorships: •   Wesco International (since 2019) •   Titan International, Inc. (since 2021)

Now retired, Ms. Thompson served as Executive Vice President of The Goodyear Tire & Rubber Company (tire manufacturing) from December 2013 until her retirement in March 2019, and Chief Financial Officer of Goodyear from December 2013 until October 2018.

Our Board believes that Ms. Thompson will effectively serve our Board of Directors, our business, our team members and our shareholders based on her significant and diverse experiences, skills, qualifications and viewpoints from, among other things:

James R. Verrier

Parker-Hannifin Corporation		2021 Proxy Statement   Director Since: ◆2016  11 Age: 59 Committees: Audit Human Resources and Compensation		Other Public Company Directorships: •   BorgWarner, Inc. (former) (2013-2018)

Item 1 – Election of Directors

James L. Wainscott

		Director Since: 2016 Age: 58 Committees: •  Audit •  Human Resources and Compensation		JAMES R. VERRIER2009   Now retired, Mr. Verrier served as a Board Advisor to BorgWarner, Inc. (powertrain solutions) from August 1, 2018 until his retirement on February 28, 2019. He previously served as Chief Executive Officer and director of BorgWarner, Inc. from January 2013 until July 31, 2018, and President of BorgWarner from March 2012 until July 31, 2018.Age: 65   Our Board believes that Mr. Verrier will effectively serve our Board of Directors, our business, our team members and our shareholders based on his significant and diverse experiences, skills, qualifications and viewpoints from, among other things: •     service as a director, Chief Executive Officer and President of BorgWarner, Inc., a successful publicly-traded global automotive industry components and parts supplier of significant size; •     service on other public company boards; •     independence under the applicable independence standards of the New York Stock Exchange and our Independence Standards for Directors; •     proven ability to work efficiently and effectively with our other Directors to oversee and address issues and risks facing our business; and •     high level of commitment to our Board of Directors and integrity, honesty, judgment and professionalism. Other Public Company Directorships: •  BorgWarner, Inc. (former)(2013-2018)
Director Since: 2009 Age: 64 Committees: •  Corporate Governance and Nominating (Chair and Lead Director) •   Human Resources and Compensation		JAMES L. WAINSCOTT Now retired, Mr. Wainscott was Chairman of the Board of AK Steel Holding Corporation (steel producer) from January 2006 to May 2016; and President, Chief Executive Officer and a Director of AK Steel Holding Corporation from October 2003 to January 2016. Our Board believes that Mr. Wainscott will effectively serve our Board of Directors, our business, our team members and our shareholders based on his significant and diverse experiences, skills, qualifications and viewpoints from, among other things: •     extensive service as President, Chief Executive Officer and Chairman of the Board of AK Steel Holding Corporation, a successful global industrial company of significant size; •     service on other public company boards; •     independence under the applicable independence standards of the New York Stock Exchange and our Independence Standards for Directors; •     proven ability to effectively serve as our Lead Director and to otherwise work efficiently and effectively with our other Directors to oversee and address issues and risks facing our business; and •     high level of commitment to our Board of Directors and integrity, honesty, judgment and professionalism. Other Public Company Directorships: •   CSX Corporation (since 2020)