Laura K. Thompson
Parker-HannifinAbout Laura K. Thompson
Independent director at Parker-Hannifin since 2019; age 61. Former EVP & CFO of The Goodyear Tire & Rubber Company with a 35-year tenure across finance, business development, and internal audit. Designated Audit Committee Financial Expert; currently serves on the Audit and Corporate Governance & Nominating Committees at PH. External public company directorships include WESCO International (since 2019) and Titan International (since 2021) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Goodyear Tire & Rubber Company | EVP (2013–2019); CFO (2013–2018); prior VP Finance (2009–2013); VP Business Development (2005–2009); earlier finance roles (1986–2005) | 1986–2019 | Led corporate accounting/finance, investor relations, M&A, internal audit, capital allocation, enterprise IT |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| WESCO International, Inc. (NYSE: WCC) | Director | Since 2019 | Public company board experience; network relevance to industrial distribution channels |
| Titan International, Inc. (NYSE: TWI) | Director | Since 2021 | Public company board experience in industrial manufacturing |
Board Governance
| Item | Detail |
|---|---|
| Independence | Independent director; all Audit Committee members independent under NYSE and SEC standards |
| Committee assignments | Audit (member; designated Audit Committee Financial Expert); Corporate Governance & Nominating (member) |
| Committee meetings FY2025 | Audit: 5 meetings; CG&N: 2 meetings |
| Board meetings & attendance FY2025 | Board met 12 times; average director attendance >95%; each director attended at least 81% of Board and committee meetings on which they served |
| Executive sessions | Non-management directors met in executive session 4 times in FY2025 |
| 2025 election results (individual) | For: 104,672,846; Against: 732,600; Abstain: 207,557; Broker non-votes: 8,832,563 (term through 2026 meeting) |
Fixed Compensation
| Component | FY2025 Structure (effective 10/23/2024 unless noted) | Notes |
|---|---|---|
| Annual cash retainer (non-chair director) | $155,000 | “Non-Chair Committee members: $155,000” |
| Meeting fees | $2,000 per meeting beyond two more than regularly scheduled | Thompson received $8,000 of additional meeting fees in FY2025 |
| FY2026 change | +$5,000 increase to annual retainer effective 10/22/2025 | Approved by HRCC on 8/11/2025 |
Performance Compensation
| Component | FY2025 Terms | Vesting/Performance Metrics |
|---|---|---|
| Annual RSU grant (non-employee directors) | Target value $180,000; grant of 299 RSUs on 10/23/2024 under 2023 Omnibus Plan | Vest 100% on later of 1 year from grant or next Annual Meeting; prorated if departure before next meeting; accrues dividend equivalents as additional RSUs (time-based, no performance metrics) |
| FY2026 change | +$15,000 increase to target annual equity value effective 10/22/2025 | Time-based RSUs; no performance metrics disclosed for directors |
No director performance metrics (e.g., TSR, EBITDA) apply to director equity; awards are time-based RSUs .
Other Directorships & Interlocks
- Current public company boards: WESCO International (since 2019); Titan International (since 2021) .
- Interlocks/conflicts: No related-party transactions involving Thompson were identified in the retrieved PH proxy sections. PH’s independence standards and committee independence are affirmed; Audit members (including Thompson) are independent .
Expertise & Qualifications
- Audit Committee Financial Expert designation (ACFE) .
- Deep finance/accounting oversight, investor relations, M&A, internal audit, capital allocation, and enterprise IT experience from Goodyear CFO and senior roles .
- Skills matrix highlights: Finance & Accounting, Technology & Innovation, Risk Management .
Equity Ownership
| Item | Detail |
|---|---|
| Director ownership guidelines | Non-management directors: 5× annual retainer; 5-year compliance window from election/appointment |
| Compliance status snapshot | As of 6/30/2025, all executive officers and directors in position ≥5 years were in compliance with guidelines |
| Hedging/pledging | Prohibited: no hedging/monetization; no margin or pledging of company stock; pre-clearance and blackout periods apply |
| Latest disclosed RSU activity (Form 4) | 10/22/2025: Award of 258 RSUs; post-transaction RSUs owned: 4,597; security: Restricted Stock Units; owner type: director |
Director Compensation Details (FY2025 Reference)
| Element | Amount/Structure | Effective Date |
|---|---|---|
| Lead Director & CG&N Chair retainer | $230,000 | 10/25/2023; unchanged 10/23/2024 |
| Audit Committee Chair retainer | $185,000 | 10/25/2023; unchanged 10/23/2024 |
| HR & Compensation Chair retainer | $185,000 | 10/25/2023; unchanged 10/23/2024 |
| Non-chair director retainer | $155,000 | 10/25/2023; unchanged 10/23/2024 |
| Meeting fees | $2,000 per extra meeting beyond two | FY2025 (Thompson received $8,000) |
| Annual equity | $180,000 target; 299 RSUs granted on 10/23/2024 | FY2025 |
| FY2026 adjustments | +$5,000 cash retainer; +$15,000 equity target | Effective 10/22/2025 |
Governance Assessment
- Strengths
- Financial expert on the Audit Committee; deep CFO experience enhances oversight of financial reporting, controls, and capital allocation .
- Strong shareholder support in 2025 election; decisive “for” votes indicate investor confidence (104.7M for vs. 0.73M against) .
- High engagement indicators: Board held 12 meetings with >95% average attendance; Thompson received extra meeting fees (suggesting participation in additional meetings) .
- Alignment safeguards: 5× retainer ownership guideline, anti-hedging/anti-pledging policy .
- Watch items
- Multiple outside directorships (WESCO, Titan) warrant routine monitoring for potential commercial overlap; no related-party issues surfaced in retrieved PH disclosures .
- Director equity is time-based RSUs (no performance metrics); while standard for directors, it offers lower performance linkage than PSU structures, mitigated by ownership guideline and prohibitions on hedging/pledging .
Say-on-Pay & Shareholder Feedback (Context)
- 2025 advisory vote on executive compensation: For 92,594,865; Against 12,596,621; Abstain 421,517; Broker non-votes 8,832,563 .
Appendix: Election Votes (2025)
| Director | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Laura K. Thompson | 104,672,846 | 732,600 | 207,557 | 8,832,563 |
Appendix: Committees – FY2025 Meetings
| Committee | Role | FY2025 Meetings | Notes |
|---|---|---|---|
| Audit | Member; ACFE | 5 | All members independent under NYSE/SEC; ACFE designation includes Thompson |
| Corporate Governance & Nominating | Member | 2 | Oversees board composition, independence, governance structure |
Sources: Parker-Hannifin 2025 DEF 14A (biography, committee charters, director compensation, ownership policy, attendance) and 2025 8-K Item 5.07 (vote results). External directorships per PH biography. Form 4 sourced from SEC for latest RSU award to Thompson. Citations: