E. Jean Savage
Parker-HannifinAbout E. Jean Savage
Independent director since 2024; age 61. Currently President & CEO of Trinity Industries; prior senior roles at Caterpillar and earlier engineering/GM roles at Parker-Hannifin; also served as a Military Intelligence Officer in the U.S. Army Reserves. Committee assignments: Audit Committee and Corporate Governance & Nominating (CGN); designated an Audit Committee Financial Expert. Determined independent by the Board under NYSE and company standards, despite ordinary-course relationships between Parker and companies where she serves/executed; below materiality thresholds and with no personal benefit identified .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Trinity Industries, Inc. | President & Chief Executive Officer | Feb 2020–present | Leads industrial operations transformation; deep expertise in operations, technology, lean manufacturing, quality, sales/marketing . |
| Caterpillar Inc. | VP, Surface Mining & Technology; other senior roles across operations/technology/quality | 2002–Jan 2020 | Customer-side perspective enhances Parker’s focus on zero defects, on‑time delivery, demand/capacity planning . |
| Parker-Hannifin | Engineering and General Manager roles | 1988–2002 | Early career experience in Parker operations and technology . |
| U.S. Army Reserves | Military Intelligence Officer | Not disclosed | Leadership and discipline background . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Trinity Industries, Inc. (NYSE: TRN) | Director (current) | Since 2018 | Public company leadership and industrial expertise . |
| WestRock Company (NYSE: WRK, now SW) | Director (past) | 2022–2024 | Packaging sector oversight experience . |
Board Governance
- Committees: Audit (Chair: Kevin A. Lobo) and CGN (Chair: James L. Wainscott); Savage serves on both and is designated an Audit Committee Financial Expert .
- Independence: Affirmatively determined independent; Board/CGN reviewed ordinary-course customer/supplier relationships tied to her external executive role and concluded independence under NYSE and company standards (amounts below thresholds, no personal benefit) .
- Attendance & engagement: FY2025 Board held 12 meetings; Audit held 5; CGN held 2; average director attendance >95%, each director attended at least 81% of combined Board/committee meetings; non‑management directors met in executive session four times .
- Stock ownership/behavioral policies: Directors must hold 5x annual retainer within five years; anti‑hedging and anti‑pledging policies apply; pre‑clearance and blackout procedures enforced by insider trading policy .
- Retirement policy: Mandatory director retirement at age 72 .
- Lead independent director: James L. Wainscott; independent directors elect the Lead Director; executive sessions chaired by Lead Director .
Fixed Compensation
| Component (FY2025) | Amount | Notes |
|---|---|---|
| Annual committee member retainer | $155,000 | Non‑chair committee member rate (effective starting 10/23/2024). |
| Meeting fees (excess meetings) | $8,000 | Savage received $8,000 for meetings exceeding standard count. |
| Cash fees earned (total) | $159,250 | Reported as “Fees Earned or Paid in Cash.” |
| All other compensation | $15,000 | Matching gifts under company program. |
| FY2025 cash + other total | $174,250 | Sum of cash and other compensation. |
| FY2025 grant policy update (effective 10/22/2025) | +$5,000 cash retainer; +$15,000 equity target | HRCC approved increases effective with 2025 annual meeting. |
Performance Compensation
| Grant | Grant Date | Units | Grant-Date Fair Value | Vesting | Notes |
|---|---|---|---|---|---|
| RSU (annual director grant) | 10/23/2024 | 299 | $188,280 | 100% on later of 1 year post-grant or next Annual Meeting | Annual target ~$180,000; earns dividend equivalents; forfeiture pro‑rata if board service ceases before next annual meeting . |
| RSU (pro‑rata onboarding) | 07/10/2024 | 117 | $61,211 | Vested 07/10/2025 | Pro‑rata award on appointment to Board . |
| RSU target policy (non‑employee directors) | FY2025 | Target ~$180,000; approved increase to ~$195,000 effective 10/22/2025 | N/A | Same vesting mechanics | Target increase approved Aug 11, 2025, effective at Oct 22, 2025 meeting . |
The company does not grant stock options/SARs to directors; RSUs include dividend-equivalent units and follow the vesting/forfeiture terms above .
Other Directorships & Interlocks
| Company | Relationship to Parker (if any) | Independence Assessment |
|---|---|---|
| Trinity Industries, Inc. | Executives at companies with customer/supplier relationships to Parker were reviewed; amounts significantly below independence thresholds; no personal benefits; independence affirmed . | |
| WestRock Company (past) | Not disclosed | Not applicable . |
Expertise & Qualifications
- Public company leadership; industrial/aerospace; sales & marketing; operations/technology/innovation; lean/quality control; audit committee financial expertise designation .
- Brings customer-side perspective (Caterpillar) to Parker’s operational excellence focus (zero defects, on-time delivery, demand/capacity planning) .
Equity Ownership
| Holding Type | Amount | Notes |
|---|---|---|
| Beneficially owned common shares | 127 | Includes 10 shares held via the Jean Savage Trust . |
| RSUs held (as of 6/30/2025) | 416 | Accrued from 117 pro‑rata plus 299 annual RSUs (with dividend equivalents) . |
| Ownership guideline | 5x annual director retainer | Five years to achieve; Directors and officers in role ≥5 years were compliant as of 6/30/2025 . |
| Hedging/pledging | Prohibited | Company policy bars hedging and pledging of Parker securities . |
Insider Trades (Form 4)
| Filing Date | Transaction Date | Type | Securities | Price | Post-Transaction Holdings | Security | SEC Filing URL |
|---|---|---|---|---|---|---|---|
| 2025-10-24 | 2025-10-22 | A (Award) | 258 | $0.00 | 676 | Restricted Stock Units | https://www.sec.gov/Archives/edgar/data/76334/000007633425000055/0000076334-25-000055-index.htm |
| 2024-10-25 | 2024-10-23 | A (Award) | 299 | $0.00 | 416 | Restricted Stock Units | https://www.sec.gov/Archives/edgar/data/76334/000106299324017960/0001062993-24-017960-index.htm |
Governance Assessment
- Strengths: Independent status affirmed; dual committee service (Audit and CGN) with ACFE designation; strong industrial operations and customer-side expertise; adherence to strict anti‑hedging/pledging and stock ownership guidelines; board processes include annual evaluations and robust engagement; director compensation is standard market structure with balanced cash/equity and transparent RSU terms .
- Signals: FY2024 say‑on‑pay support at ~89% indicates investor alignment with compensation governance; non‑management directors met in executive session four times; board’s average attendance >95% underscores engagement .
- Potential conflicts (monitored): Savage’s executive role at Trinity coincides with ordinary‑course relationships with Parker; Board’s independence review found immaterial amounts and no personal benefits; related‑party transaction review found no material RPTs in FY2025. Monitor any future expansion of customer/supplier ties or strategic transactions for heightened scrutiny. RED FLAG mitigated by current findings and annual reviews .
Committee meeting cadence: Audit (5), CGN (2) in FY2025—consistent oversight load for her assignments .
Director compensation trajectory: HRCC increased director retainer (+$5k) and equity target (+$15k) effective Oct 22, 2025—watch equity sizing vs. performance and retention effects; no options/SARs for directors .
Related-party transactions: None requiring disclosure/approval in FY2025; CGN oversees conflict of interest processes and annual questionnaires .
Board leadership structure: Lead Independent Director and CEO/Chair split with clear roles; independence maintained in leadership .
All citations are to Parker-Hannifin’s 2025 Proxy Statement unless SEC Form 4 links are provided for insider transactions.