Lance M. Fritz
Parker-HannifinAbout Lance M. Fritz
Independent director at Parker-Hannifin since 2021; age 62. Former Chairman, President & CEO of Union Pacific (2015–2023), with deep operating, logistics, labor relations and supply-chain expertise. Serves on the Human Resources & Compensation (HRC) Committee and Corporate Governance & Nominating (CGN) Committee. The Board classifies him as independent under NYSE and company standards. Attendance across the Board and committees averaged 95% in FY2025, with each director at least 81%. Stock ownership guidelines require non-management directors to hold 5× annual retainer within five years; anti-hedging/anti-pledging policies apply. No material related-party transactions were identified, and he remains within independence thresholds despite ordinary-course relationships between Parker and companies where he served as an executive.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Union Pacific Corporation | Chairman (Oct 2015–Aug 2023); President & CEO (Feb 2015–Aug 2023) | 2015–2023 | Led large-scale operations, labor relations and supply chain, informing Parker oversight on operational excellence and logistics. |
| Union Pacific Railroad Company | President & COO | Feb 2014–Feb 2015 | Strategy and operations leadership experience relevant to industrial execution. |
| Union Pacific (various roles) | Labor relations, sales & marketing, other leadership roles | 2000–2014 | Broad functional management background. |
| Fiskars; Cooper Industries; General Electric | Roles in engineering, manufacturing, audit, finance, operations | 1985–2000 | Cross-industry operating and financial discipline. |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fiserv, Inc. (NYSE: FI) | Director | Since 2024 | Current public company directorship; no Parker committee interlock disclosed. |
| Union Pacific Corporation (NYSE: UNP) | Director | 2015–2023 | Prior directorship as CEO; governance experience at scale. |
Board Governance
- Committees: HRC; CGN. FY2025 meetings held: HRC (4), CGN (2). Audit Committee is fully independent (5 meetings); Board held 12 meetings; non-management directors met in executive session four times.
- Independence: Board affirmatively determined Fritz is independent; relationships with companies where he served as an executive were ordinary-course and below NYSE thresholds (no personal benefit).
- Attendance: Average director attendance 95%; each director ≥81%; all standing for election attended the 2024 Annual Meeting.
- Lead structure: Independent Lead Director (Wainscott); Chair/CEO is Jennifer Parmentier.
- Governance controls: Robust related-person transaction review; no material related-party transactions in FY2025.
Fixed Compensation (Director)
| Component (FY2025) | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $161,000 | Base non-chair retainer of $155,000 plus $6,000 for meetings beyond schedule. |
| All Other Compensation | $0 | Eligible for matching gifts; none reported for Fritz. |
| Total Cash | $161,000 | Sum of fees and other cash. |
Retainer schedule (effective during FY2025): Non-chair committee members $155,000; HRC Chair $185,000; Audit Chair $185,000; Lead Director/CGN Chair $230,000. On Aug. 11, 2025, the HRC approved a $5,000 increase to the annual retainer and $15,000 increase to the equity target for non-employee directors effective Oct. 22, 2025.
Performance Compensation (Director equity and HRC oversight)
- Annual RSU grant: 299 RSUs on Oct. 23, 2024; grant-date fair value $188,280; vests 100% on the later of one year from grant or the next Annual Meeting. Dividend equivalents accrue in RSUs. As of June 30, 2025, each non-employee director (other than Savage) held 299 RSUs.
HRC oversight metrics and FY2025 outcomes (Executive program context relevant to Fritz’s HRC role):
| Element | Metric (weight) | Threshold/Target/Max | FY2025 Actual | Payout vs Target | Weighted Payout |
|---|---|---|---|---|---|
| Officer ACIP (annual cash) | Segment Operating Income (40%) | $4,665,197 / $5,183,552 / $5,701,907 (thousands) | $5,198,595 (thousands) | 102.90% | 41.16% |
| Officer ACIP (annual cash) | Sales Revenue (20%) | $18,820,550 / $20,311,722 / $22,342,894 (thousands) | $19,890,924 (thousands) | 89.60% | 17.93% |
| Officer ACIP (annual cash) | Cash Flow Margin (40%) | 7% / 11% / 15% | 16.80% | 200.00% | 80.00% |
| Total Officer ACIP Payout | 139.09% | ||||
| LTIP (3-yr equity) | Rev growth (40%), EPS growth (40%), Avg ROIC (20%) vs peer percentiles | 25th/50th/75th → 0%/100%/200% | 2022–2024 period paid 162.22% | 162.22% | n/a (multi-year) |
- Discretion: HRC did not apply the ±20% individual performance multiplier in FY2025 due to strong metric results; starting FY2026, multiplier narrowed to strategic imperatives (M&A, extraordinary events, emissions reduction).
Other Directorships & Interlocks
| Entity | Relationship to Parker | Independence/Conflict Assessment |
|---|---|---|
| Companies where Fritz served/executed | Customer/supplier relationships (ordinary course) | Board concluded no personal benefit; amounts well below independence thresholds; Fritz remains independent. |
| Related-party transactions | None material in FY2025 | CGN Committee reviewed; none required disclosure or action. |
Expertise & Qualifications
- Strategic and operating leadership at scale; labor relations; supply chain, purchasing and logistics; manufacturing and risk management—mapped to Parker’s operational excellence and risk oversight.
- Public company leadership and board experience; HRC and CGN committee service.
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial Ownership | 6,152 common shares. |
| RSUs held (as of 6/30/25) | 299 RSUs (standard non-employee director grant). |
| Stock Ownership Guideline | 5× annual retainer for non-management directors; 5-year compliance window. |
| Compliance Status | Board states all directors in position ≥5 years were in compliance as of 6/30/25; Fritz (director since 2021) remains within the 5-year window. |
| Hedging/Pledging | Prohibited (no margin accounts or pledging; anti-hedging). |
Insider Trading Activity
| Item | Disclosure |
|---|---|
| Section 16 compliance (FY2025) | Company reported compliance for directors; late filings were identified for two executive officers (not directors) due to plan deferral administrative oversight. No director delinquencies disclosed. |
| Form 4 open market transactions | Not disclosed in the proxy for directors in FY2025. |
Governance Assessment
- Strengths: Independent director with deep operating/logistics background; active HRC and CGN member; Board independence (91% independent); robust stock ownership guidelines; anti-hedging/anti-pledging; strong attendance culture (avg 95%); executive sessions; rigorous pay-for-performance with clear metrics and capped multipliers.
- Alignment: Director equity in RSUs and ownership guidelines support long-term alignment; HRC outcomes tied to operating income, revenue and cash flow; LTIP tied to relative revenue/EPS/ROIC.
- Potential watch items: Non-employee director pay rising in FY2026 (retainer + equity target increases); legacy executive change-in-control “gross-up” features persist for certain older agreements (shareholder-unfriendly) though eliminated for newer agreements—a point HRC may continue to monitor. Say-on-pay support at ~89% in 2024 indicates generally positive investor sentiment but below top decile.