James R. Verrier
Parker-HannifinAbout James R. Verrier
Independent director of Parker-Hannifin since 2016; age 62. Serves on the Audit Committee and the Human Resources and Compensation (HRC) Committee; the Board approved that, if elected at the 2025 Annual Meeting, he would succeed Joseph Scaminace as HRC Chair, and he was elected on October 22, 2025. Former BorgWarner CEO (2013–2018) with deep experience in corporate strategy, culture, HR, operations, supply chain and quality; holds a degree in metallurgy/materials science and an MBA from the University of Glamorgan.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BorgWarner Inc. | Chief Executive Officer and Director | Jan 2013 – Jul 2018 | Led global automotive supplier; broad enterprise leadership in strategy, culture, HR, operations, supply chain, quality |
| BorgWarner Inc. | Board Advisor | Aug 2018 – Feb 2019 | Advisory role following CEO tenure |
| BorgWarner Inc. | President; Chief Operating Officer | Mar 2012 – Jul 2018; Mar 2012 – Dec 2012 | Senior operating leadership |
| BorgWarner Inc. | Various leadership roles (operations, quality, HR) | 1989 – 2012 | Progressive functional leadership |
| Lucas Aerospace; Rockwell Automation; Britax Wingard (UK) | Quality engineer | 1979 – 1989 | Early-career technical roles |
External Roles
| Company | Role | Dates |
|---|---|---|
| Public company boards (current) | None | — |
| BorgWarner Inc. | Director (past) | 2013 – 2018 |
Board Governance
- Committee memberships: Audit Committee member; HRC Committee member; Board approved succession for Verrier to become HRC Chair if elected at the 2025 Annual Meeting; he was elected on Oct 22, 2025.
- Independence: Board affirmatively determined Verrier is independent under NYSE and company standards.
- Attendance: FY2025 average director attendance >95%; each director attended at least 81% of Board/committee meetings; non‑management directors met in executive session four times. FY2024 average 97%; each director ≥80%.
- Committee activity: FY2025 Audit Committee met 5 times; HRC met 4 times.
| Committee | Role | FY2025 Meetings | Notes |
|---|---|---|---|
| Human Resources & Compensation (HRC) | Member; approved as successor Chair contingent on election | 4 | Board approved Verrier to succeed HRC Chair upon 2025 election |
| Audit | Member | 5 | Committee comprised entirely of independent directors; meets privately with external auditor and VP–Audit/Compliance/Risk |
- Compensation committee process/consultant: HRC consists entirely of independent directors and retains Mercer as independent compensation consultant; Mercer fees in FY2025 were $269,492; additional services by Marsh & McLennan affiliates totaled $995,281; Committee assessed no conflicts and maintains safeguards for consultant independence.
Fixed Compensation
Director compensation mix (cash retainer + time-based RSUs). Program features: annual retainers (Lead Director/committee chairs/members), RSU grants with one-year/next annual meeting vesting; extra meeting fees for exceeding regular cadence; deferral options via Director Deferred Compensation Plan.
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $155,000 | $159,000 |
| Stock Awards ($) | $166,487 (453 RSUs grant-date fair value) | $188,280 (299 RSUs grant-date fair value) |
| All Other Compensation ($) | $0 | $0 |
| Total ($) | $321,487 | $347,280 |
| Extra meeting fees ($) | $0 (not listed among FY2024 recipients) | $4,000 (exceeded meeting thresholds) |
Annual retainers (context):
- Lead Director & CGN Chair: $230,000 (effective 10/25/2023; unchanged FY2025)
- Audit Chair: $185,000
- HRC Chair: $185,000
- Non-chair committee members: $155,000
Performance Compensation
Time-based equity (RSUs) only; directors do not receive options/SARs. Vesting: 100% on the later of one year from grant or the next Annual Meeting; dividend equivalents accrue as additional RSUs. Effective Oct 22, 2025, target equity value for non‑employee directors increased by $15,000.
| Equity Detail | Oct 23, 2024 RSU Grant | Oct 22, 2025 RSU Grant |
|---|---|---|
| RSUs granted (units) | 299 | 258 (Form 4) |
| Grant-date fair value | $188,280 | — (Form 4 does not disclose fair value) |
| Vesting terms | 100% on later of one year or next Annual Meeting | 100% on later of one year or next Annual Meeting |
| Director equity target (annual) | $180,000 | $195,000 (effective Oct 22, 2025) |
Directors held no options/SARs as of June 30, 2025.
Other Directorships & Interlocks
| Company | Role | Shared/Interlocks |
|---|---|---|
| BorgWarner Inc. (NYSE: BWA) | Director (past, 2013–2018) | No current interlocks; PH’s independence review did not flag Verrier for customer/supplier relationships unlike certain other directors |
| Current public boards | None | — |
Expertise & Qualifications
- Public company leadership; international; manufacturing focus; strategy/culture; HR; operations; supply chain; quality control.
- Education: Metallurgy/materials science (West Midlands College, UK); MBA (University of Glamorgan, UK).
Equity Ownership
| Item | Value |
|---|---|
| Beneficial ownership (as of July 31, 2025) | 5,709 common shares; no director >1% of class |
| RSUs held (as of June 30, 2025) | 299 RSUs (standard for non-employee directors at that date) |
| Stock ownership guideline | 5× annual retainer for non-management directors; recommended time to comply: 5 years; all directors in position ≥5 years were compliant as of June 30, 2025 |
| Hedging/pledging | Prohibited for directors under insider trading policy (no margin accounts; no pledging; no hedging/monetization) |
Insider Trades (Form 4 summary)
Source: Insider-trades skill; Form 4 URLs above.
Say‑on‑Pay & Shareholder Feedback
| Meeting | Outcome |
|---|---|
| 2024 Annual Meeting say‑on‑pay | Approved ~89% of votes cast in favor (Committee viewed as strong, consistent support) |
| 2025 Annual Meeting (Oct 22, 2025) | Say‑on‑pay votes: For 92,594,865; Against 12,596,621; Abstentions 421,517; broker non‑votes 8,832,563 |
| 2025 Director election (Verrier) | For 102,987,723; Against 2,482,560; Abstentions 142,720; broker non‑votes 8,832,563 |
Director Compensation Program Details (context)
- RSU vesting: 100% at one year or next Annual Meeting; dividend equivalents as additional RSUs.
- Effective August 11, 2025: retainer +$5,000; director equity target +$15,000 effective Oct 22, 2025.
- Matching Gifts Program available; “All Other Compensation” reflects matching gifts only.
Potential Conflicts / Related‑Party Transactions
- FY2025 related‑party transactions: none requiring disclosure or approval; CGN Committee oversees conflict reviews.
- Independence review: directors with customer/supplier relationships analyzed and deemed independent; Verrier was not among those flagged.
- Anti‑hedging/pledging policy prohibits margin accounts, pledging, hedging; directors subject to pre‑clearance and blackout periods.
Governance Assessment
- Independence and committee leadership: Verrier is independent and approved to chair HRC post‑election, elevating his influence on executive pay structure and governance of ownership guidelines and risk review.
- Attendance and engagement: Board and committee attendance metrics indicate strong engagement across FY2025; regular executive sessions enhance independent oversight.
- Compensation alignment: Director pay is balanced between cash retainer and time‑vested RSUs; no options/SARs—consistent with alignment and reduced risk; stock ownership guidelines at 5× retainer with reported compliance for directors ≥5 years.
- Shareholder signals: Say‑on‑pay support remained high (approx. 89% in 2024; strong absolute “for” vote counts in 2025), indicating investor confidence in compensation governance.
- Insider activity: Periodic RSU awards and two open‑market sales (Nov 2024, Sep 2025); no pledging/hedging permitted under policy. [Form 4 links above]
No red‑flag related‑party transactions disclosed for Verrier; independence affirmed; policy-level prohibition of pledging/hedging mitigates alignment risks.