James L. Wainscott
Parker-HannifinAbout James L. Wainscott
Independent Lead Director of Parker-Hannifin since 2016; Director since 2009. Former Chairman, CEO, CFO, and Treasurer of AK Steel; prior finance roles at National Steel. Age 68. Core credentials include corporate strategy, finance and accounting, international trade, supply chain, labor relations, and sales/marketing; currently serves on the Corporate Governance & Nominating Committee (Chair) and the Human Resources & Compensation Committee (member). Current public company directorship: CSX Corporation (since 2020). Parker employs a dual leadership structure with Wainscott as Lead Independent Director, who presides over independent director sessions, calls meetings, and approves board agendas and schedules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AK Steel Holding Corporation | Chairman of the Board | Jan 2006 – May 2016 | Oversight of strategy and governance at a major steel producer |
| AK Steel Holding Corporation | President & Chief Executive Officer | Oct 2003 – Jan 2016 | Enterprise leadership and operational execution |
| AK Steel Holding Corporation | Chief Financial Officer | 1998 – 2003 | Finance leadership, capital allocation, investor relations |
| AK Steel Holding Corporation | Treasurer | 1995 – 1998 | Treasury, liquidity management, capital markets |
| National Steel Corporation | Finance roles of increasing responsibility | 1982 – 1995 | Corporate finance and controllership experience |
External Roles
| Organization | Role | Since/Tenure | Committees/Notes |
|---|---|---|---|
| CSX Corporation | Director | Since 2020 | Current public company directorship (committee roles not specified in PH proxy) |
| AK Steel Holding Corporation | Director | 2003 – 2016 | Past public company board service |
Board Governance
- Independence: Determined independent by the Board under NYSE and company standards; one of ten independent directors. Committees are 100% independent.
- Lead Independent Director: Since 2016; responsibilities include presiding over meetings of independent directors, calling such meetings, and preparing/approving board agendas and schedules. Chair of Corporate Governance & Nominating Committee.
- Committee assignments and meeting cadence (FY2025):
- Corporate Governance & Nominating (Chair); 2 meetings.
- Human Resources & Compensation (Member); 4 meetings.
- Attendance and engagement: Average director attendance was 95%; each director attended at least 81% of Board and committee meetings. Wainscott received $8,000 in extra meeting fees for sessions exceeding the standard schedule, indicating high engagement.
- Governance practices: Annual director elections; majority voting with resignation policy; proxy access; mandatory director retirement at 72; regular independent director sessions.
- Related-party/Conflicts: No material related-party transactions identified for FY2025; CGN Committee oversees conflicts reviews.
Fixed Compensation
| Component | Amount | Details/Timing |
|---|---|---|
| Annual cash retainer (Lead Director + CGN Chair) | $230,000 | Effective 10/23/2024; unchanged vs prior schedule |
| Meeting fees (excess over regularly scheduled) | $8,000 | Received in FY2025 for meetings beyond standard count |
| Director philanthropic matching (All Other Compensation) | $15,000 | Matching Gifts Program participation |
| FY2025 Director Compensation (Wainscott) | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 238,000 |
| Stock Awards (RSUs grant-date fair value) | 188,280 |
| All Other Compensation | 15,000 |
| Total | 441,280 |
Compensation structure update: On Aug 11, 2025, HRC Committee approved +$5,000 increase to annual director retainer and +$15,000 increase to annual equity target, effective Oct 22, 2025.
Performance Compensation
| Grant Date | Instrument | Shares Granted | Grant-Date FMV ($) | Vesting Terms | Notes |
|---|---|---|---|---|---|
| 10/23/2024 | RSUs | 299 | 188,280 | 100% on the later of 1 year from grant or next Annual Meeting; pro-rata vesting if service ends before next meeting | Dividend equivalents accrue as additional RSUs; subject to original award terms |
- Equity policy changes: annual target value for non-employee director RSUs increased by $15,000 effective 10/22/2025.
- Options/SARs: None held by non-employee directors.
Other Directorships & Interlocks
| Company | Relationship to PH | Interlock/Conflict Notes |
|---|---|---|
| CSX Corporation (Director) | External directorship | PH’s independence review identified potential customer/supplier relationships for some directors, but not Wainscott; Board concluded his independence. No material related-party transactions disclosed for FY2025. |
Expertise & Qualifications
- Strategic alignment: Extensive enterprise leadership spanning CEO, CFO, Treasurer roles; strengths in corporate strategy, finance/accounting, international trade, supply chain, labor relations, and sales/marketing.
- Board leadership: Lead Independent Director since 2016; presides over independent sessions, calls meetings, approves board agendas/schedules.
- Sector experience: Metals/industrial operations; public company leadership and board service.
Equity Ownership
| As-of Date | Beneficial Shares | % Outstanding | RSUs Held (Unvested) | Options/SARs | Hedging/Pledging |
|---|---|---|---|---|---|
| 07/31/2025 | 21,410 | <1% (no director >1%) | 299 RSUs as of 06/30/2025 for each non-employee director except Ms. Savage | None | Prohibited by policy (anti-hedging and anti-pledging; margin accounts/pledging banned) |
- Stock ownership guidelines: Non-management directors must hold 5x annual retainer; all in roles ≥5 years are compliant as of 6/30/2025.
- Additional holdings data point: A Form 4 for the 10/23/2024 RSU grant showed 21,709 securities “beneficially owned” post-transaction. Differences vs 7/31/2025 table reflect timing/categorization across reporting dates.
Insider Trades
| Date | Type | Shares | Price ($) | Shares After | Source |
|---|---|---|---|---|---|
| 05/06/2022 | Open-market purchase | 2,000 | 267.78 | 17,280 | |
| 05/09/2022 | Open-market purchase | 1,000 | 273.439 | 18,280 | |
| 05/10/2022 | Open-market purchase | 1,000 | 265.076 | — | |
| 05/12/2022 | Open-market purchase | 1,000 | 260.239 | — | |
| 10/23/2024 | RSU award (non-open market) | 299 | 0 | 21,709 | |
| 10/24/2025 (filed) | Form 4 note | — | — | — | “Includes 2 shares acquired via dividend reinvestment feature” (filing note) |
Over the past 18 months, Fintel indicates no new open-market purchases by Wainscott; the 2022 activity consisted of multiple open-market buys.
Governance Assessment
- Board effectiveness and leadership: Long-tenured, independent Lead Director chairs CGN and sits on HRC, central to succession, governance standards, board evaluations, and compensation oversight; CGN held 2 meetings and HRC 4 in FY2025, with Wainscott receiving additional meeting fees signaling heavy engagement. This supports robust board oversight.
- Alignment and skin-in-the-game: 21,410 shares beneficially owned as of 7/31/2025 with additional RSUs; director equity grants vest over one year/next AGM; director ownership guideline is 5x retainer and long-serving directors are compliant; hedging and pledging prohibited. Net signals favor alignment with shareholders.
- Compensation design (director): Balanced cash/equity mix; no options/SARs for directors; equity grants feature dividend equivalents; 2025 increases to cash/equity targets effective FY2026 signal continued equity emphasis while keeping fixed pay changes modest.
- Independence and conflicts: Board re-affirmed independence; no material related-party transactions in FY2025. Wainscott’s external directorship at CSX presents no disclosed conflicts with PH.
- Risk indicators and red flags: None disclosed—no pledging/hedging, no related-party transactions, no option repricings. Notable consideration: mandatory retirement at age 72 implies medium-term refresh planning for a 68-year-old Lead Director.
Other Directorships & Interlocks
| Company | Role | Since | Notes |
|---|---|---|---|
| CSX Corporation | Director | 2020 | Current public company board; no material PH-related conflicts disclosed. |
Director Compensation (Reference)
| Retainer Schedule | Approved 8/7/2023 (effective 10/25/2023) | Approved 8/6/2024 (effective 10/23/2024) |
|---|---|---|
| Lead Director & CGN Chair | $230,000 | $230,000 |
| Audit Chair | $185,000 | $185,000 |
| HRC Chair | $185,000 | $185,000 |
| Non-Chair Committee Member | $155,000 | $155,000 |
Effective 10/22/2025: +$5,000 annual retainer and +$15,000 equity target for non-employee directors.