Item 5.02. Departure of Directors or Certain Officers; Election of Directors;


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.

On October 26, 2022, Thomas L. Williams, Chairman of the Board and Chief Executive Officer of Parker-Hannifin Corporation (the "Company"), notified the Company of his intention to retire from his position as Chief Executive Officer on January 1, 2023 (the "Transition Date") and from his position as Chairman of the Board on December 31, 2023. After the Transition Date and prior to his retirement from the Board, Mr. Williams will be designated Executive Chairman. Mr. Williams' decision to retire is not related to the Company's financial or operating results or to any disagreements or concerns regarding the Company's financial or reporting practices.

In connection with Mr. Williams' notification of retirement, the Board elected Jennifer A. Parmentier, age 55, as Chief Executive Officer, effective on the Transition Date. Ms. Parmentier will succeed Mr. Williams as principal executive officer. Ms. Parmentier has been Chief Operating Officer since August 2021. She was Vice President and President - Motion Systems Group of the Company from February 2019 to August 2021 and Vice President and President - Engineered Materials Group of the Company from September 2015 to February 2019. Ms. Parmentier is also a director of Nordson Corporation. Ms. Parmentier is not a party to any transaction described in Item 404(a) of Regulation S-K involving the Company or any of its subsidiaries.

The Board also approved an increase in the size of the Board from twelve to thirteen Directors to be effective on the Transition Date and, in connection with the vacancy, approved the appointment of Ms. Parmentier as a member of the Board, effective on the Transition Date. In connection with Ms. Parmentier's appointment as Chief Executive Officer, the Human Resources and Compensation Committee of the Board took the following actions regarding Ms. Parmentier's compensation, effective on the Transition Date:



    1.   approved an increase in Ms. Parmentier's annual base salary rate from
         $900,000 to $1,300,000;



    2.   awarded an increase in Ms. Parmentier's Officer Annual Cash Incentive
         Plan target opportunity from 115% to 165% of base salary, which will be
         applied pro rata to the total base salary actually paid to Ms. Parmentier
         for fiscal year 2023; and



    3.   granted Ms. Parmentier the following additional target LTIP award shares,
         which award shares will be subject to the same terms and conditions as
         apply with respect to the LTIP award shares previously granted to
         Ms. Parmentier for the applicable performance periods:



                                               Additional
                                               Target LTIP
                                                  Award
LTIP Award                                       Shares
Calendar Year 2021-22-23 Performance Period           6,828
Calendar Year 2022-23-24 Performance Period           9,428

In connection with Ms. Parmentier's appointment as Chief Executive Officer, the Board elected Andrew D. Ross, age 55, as Chief Operating Officer, effective on the Transition Date. Mr. Ross has been Vice President and President - Fluid Connectors Group of the Company since September 2015. Mr. Ross was Vice President and President - Engineered Materials Group of the Company from July 2012 to September 2015. Mr. Ross is not a party to any transaction described in Item 404(a) of Regulation S-K involving the Company or any of its subsidiaries.

In connection with Mr. Ross's appointment as Chief Operating Officer, the Human Resources and Compensation Committee of the Board took the following actions regarding Mr. Ross's compensation, effective on the Transition Date:



  1. approved Mr. Ross's annual base salary rate of $850,000;



    2.   approved Mr. Ross's Officer Annual Cash Incentive Plan target opportunity
         of 115% of base salary, which will be applied pro rata to the total base
         salary actually paid to Mr. Ross for fiscal year 2023; and

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    3.   granted Mr. Ross the following additional target LTIP award shares, which
         award shares will be subject to the same terms and conditions as apply
         with respect to the LTIP award shares previously granted to Mr. Ross for
         the applicable performance periods:



                            Additional
                            Target LTIP
                               Award
LTIP Award                    Shares
Calendar Year 2021-22-23           1,234
Calendar Year 2022-23-24           1,971

Beginning on the Transition Date, for his service as Executive Chairman of the Board, Mr. Williams will continue to receive a base salary at a decreased annual rate of $375,000 from $1,500,000. Mr. Williams' Annual Cash Incentive Plan target opportunity will remain at 165% of base salary, which will be applied to the total base salary actually paid to Mr. Williams for fiscal year 2023. Mr. Williams will continue to vest in his outstanding equity awards.

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