Denise Russell Fleming
Parker-HannifinAbout Denise Russell Fleming
Independent director since 2023 (age 55). Executive Vice President, Technology & Global Services and Chief Information Officer at Becton, Dickinson & Company; brings 30+ years in IT, cybersecurity, digital transformation, and enterprise shared services across med-tech, aerospace/defense, and telecom. Serves on Parker-Hannifin’s Audit Committee and the Corporate Governance & Nominating (CGN) Committee; determined independent by the Board. Expertise cited in cybersecurity, risk management, IT, and digital transformation .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Becton, Dickinson & Company | EVP, Technology & Global Services and CIO | Jul 2022–present | Leads global IT and shared services; cybersecurity and digital transformation expertise |
| Boeing Defense, Space & Security | Vice President, Information Technology | Dec 2016–Jun 2022 | Large-scale defense IT leadership; risk and cyber focus |
| BAE Systems, Inc. | IT leadership roles | 2010–2016 | Aerospace/defense technology operations |
| Sprint Nextel Corporation | Marketing, customer support, P&L and operations roles | 1997–2010 | Commercial operations and technology exposure |
External Roles
| Type | Organization | Role | Notes |
|---|---|---|---|
| Public company board | — | — | No current or prior public company directorships disclosed |
| Executive role (non-PH) | Becton, Dickinson & Company | EVP & CIO | Current employment; see “Interlocks” re: ordinary-course customer/supplier relationship evaluation |
Board Governance
| Item | Details |
|---|---|
| Committee assignments | Audit Committee (member); Corporate Governance & Nominating Committee (member) |
| Committee chair roles | None (Audit Chair: Kevin A. Lobo; CGN Chair: James L. Wainscott) |
| Independence | Board affirmatively determined independence; reviewed BD relationship as customer/supplier, found immaterial and ordinary-course; no personal benefit; below NYSE/Company thresholds |
| Attendance and engagement | Board met 12 times; Audit 5; CGN 2; non-management directors held 4 executive sessions; average director attendance 95% and each director ≥81% . Fleming received $6,000 in extra meeting fees under the policy for meetings beyond regular schedule—an engagement indicator . |
| Board structure | 91% independent directors; committees 100% independent; Lead Independent Director in place; regular executive sessions . |
Fixed Compensation (Director)
| Component (FY2025) | Amount (USD) |
|---|---|
| Annual cash retainer (non-chair) | $155,000 |
| Additional meeting fees | $6,000 |
| All other compensation (matching gifts) | $11,000 |
| Total cash + other | $172,000 |
| Total FY2025 director compensation | $360,280 |
Notes:
- Non-employee directors also received an annual RSU grant; see Performance Compensation below .
- Policy change: effective Oct 22, 2025, annual retainer increases by $5,000 and equity target by $15,000 for non-employee directors .
Performance Compensation (Director Equity)
| Grant | Grant date | Vehicles | Grant size / Fair value | Vesting |
|---|---|---|---|---|
| Annual director equity | Oct 23, 2024 | RSUs | 299 RSUs; $188,280 aggregate grant-date fair value | 100% on later of one year from grant or next Annual Meeting; dividend equivalents accrue as RSUs |
| Options/SARs | — | — | None held by non-employee directors | — |
No performance metrics apply to director RSUs; awards are time-vested per program terms .
Other Directorships & Interlocks
- Public company directorships: None (current or prior) .
- Interlocks/related parties: Employed by BD; Board reviewed BD’s customer/supplier ties with Parker-Hannifin, found ordinary-course, competitive terms, below independence thresholds; independence affirmed .
- Related-party transactions: Company disclosed no material related-party transactions in FY2025 .
Expertise & Qualifications
- Cybersecurity, IT, digital transformation, risk management; deep experience across aerospace/defense and med-tech sectors .
- Audit Committee member; committee designated multiple “audit committee financial experts” (Harty, Lobo, Savage, Thompson); Fleming is not designated ACFE .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (common shares) | 527 shares (sole voting/investment, unless noted) |
| Unvested director RSUs outstanding (as of Jun 30, 2025) | 299 RSUs (standard annual grant outstanding for each continuing non-employee director) |
| Pledged or hedged shares | Prohibited by policy (anti-hedging and anti-pledging) |
| Director ownership guideline | 5× annual retainer; 5-year compliance window; all directors in role ≥5 years are compliant |
Governance Assessment
- Independence and conflicts: Independence affirmed despite BD relationship; no material related-party transactions disclosed—low conflict risk under NYSE and company standards .
- Committee effectiveness: Active roles on Audit and CGN; Audit met 5x and oversees financial reporting, internal controls, and risk; CGN met 2x and oversees board composition, independence, evaluations, and governance policies—supports board effectiveness .
- Engagement/attendance: Board average attendance 95% and each director ≥81%; Fleming’s extra meeting fees indicate participation beyond regular schedule—positive engagement signal .
- Ownership alignment: Holds 527 shares and 299 unvested RSUs; subject to 5× retainer guideline within five-year window; hedging/pledging prohibited—alignment improving with tenure .
- Director pay structure: Balanced mix of cash retainer and time-vested RSUs; no options; modest meeting fees only when meetings exceed schedule; recent modest increases to retain competitive pay—no red flags .
- Broader governance context: 91% independent board; committees fully independent; strong say-on-pay support in 2024 (≈89% approval), indicating shareholder confidence in governance and pay .
RED FLAGS: None disclosed specific to Fleming. Independence review of BD relationship mitigates conflict risk; anti-hedging/pledging policies reduce misalignment risk .