Todd M. Leombruno
Parker-HannifinAbout Todd M. Leombruno
Executive Vice President and Chief Financial Officer of Parker-Hannifin, appointed effective January 1, 2021; he was age 50 at appointment per the 8-K disclosure and previously served as VP & Controller and Director of Investor Relations . Company performance during his tenure shows strong pay-for-performance alignment: fiscal-year TSR indexed value rose from $223.03 in 2023 to $408.78 in 2025, peer TSR from $164.12 to $233.00, while net income increased from $2,084M (2023) to $3,532M (2025); EPS growth rank vs. peers was 78th percentile (2023), 70th (2024), and 68th (2025) . His compensation is structured around Parker’s Win Strategy, with annual incentives tied to segment operating income, revenue growth, and cash flow margin, and long-term incentives tied to revenue growth, EPS growth, and ROIC growth, emphasizing multi-year performance and shareholder alignment .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Parker-Hannifin | Executive Vice President & CFO | Jan 2021–present | Succeeds retiring CFO; strategic finance leadership continuity |
| Parker-Hannifin | VP & Controller | Jul 2017–Dec 2020 | Corporate controllership, reporting integrity |
| Parker-Hannifin | VP & Controller – Engineered Materials Group | Jan 2015–Jun 2017 | Group-level financial operations |
| Parker-Hannifin | Director of Investor Relations | Jun 2012–Dec 2014 | Capital markets communication and investor engagement |
External Roles
| Organization | Role | Years | Committees / Notes |
|---|---|---|---|
| The Timken Company (TKR) | Director | Aug 2024–present | Audit; Nominating & Corporate Governance; designated Audit Committee financial expert |
| The Timken Company (TKR) | Director Compensation (2024) | 2024 | Fees earned $50,034 (prorated); no 2024 stock award due to appointment timing |
Fixed Compensation
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Base Salary ($) | $838,333 | $891,667 | $937,500 |
| All Other Compensation ($) | $362,927 | $465,139 | $551,438 |
| Total Compensation ($) | $6,531,085 | $7,739,596 | $7,870,871 |
Notes:
- All Other Compensation includes company contributions to defined contribution plans, officer life insurance premiums, and perquisites; specific 2025 components are disclosed by category in footnotes referenced from the Summary Compensation Table . Officer life insurance provides death benefits equal to four times base salary during employment for the CFO; premiums are paid by the company .
Performance Compensation
Annual Cash Incentive (Officer ACIP) – FY 2025
| Item | Detail |
|---|---|
| Target Bonus (%) | Target amount equaled FY 2025 base salary; $937,500 (100% of base) |
| Actual Payout ($) | $1,303,969 |
| Metrics | Segment operating income, revenue growth, cash flow margin (with individual performance multiplier structure; revised for FY 2026 to focus on strategic imperatives) |
| Weighting | Not disclosed |
| Vesting | Paid in installments; final payments in Aug 2025 |
| ACIP Details (FY 2025) | Value |
|---|---|
| Base Salary Earned | $937,500 |
| Target Officer ACIP Award Amount | $937,500 |
| Officer ACIP Award Amount (Actual) | $1,303,969 |
Long-Term Incentive Performance Awards (LTIP)
| Attribute | FY 2025 Grant |
|---|---|
| Performance Period | CY 2025–2027 (three-year) |
| Target Shares (Leombruno) | 2,540 |
| Metrics | Relative revenue growth, EPS growth, average ROIC growth vs. peer group |
| Payout Range | 0%–200% of target |
| Settlement | Paid in common shares after performance period; in change-in-control paid at greater of target or performance-to-date run-rate |
| LTIP Grant Value ($) | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Stock Awards (LTIP grant-date fair value) | $1,488,960 | $1,761,895 | $1,713,205 |
Stock Incentives / Stock Appreciation Rights (SARs)
| Grant Date | Number of Options | Exercise Price ($/sh) | Vesting | Expiration |
|---|---|---|---|---|
| 8/14/2024 | 8,960 | 578.39 | Three-year, pro-rata vesting | 8/13/2034 |
| 8/15/2023 | 8,394 (unexercisable) + 4,196 (exercisable) | 406.32 | Standard schedule | 8/15/2033 |
| 8/16/2022 | 4,884 (unexercisable) + 9,766 (exercisable) | 299.19 | Standard schedule | 8/16/2032 |
| 8/10/2021 | 12,590 (exercisable) | 296.00 | Standard schedule | 8/10/2031 |
| 8/11/2020 | 3,650 (exercisable) | 209.56 | Standard schedule | 8/11/2030 |
| 8/13/2019 | 4,070 (exercisable) | 158.90 | Standard schedule | 8/13/2029 |
| 8/14/2018 | 3,410 (exercisable) | 166.49 | Standard schedule | 8/14/2028 |
| 8/15/2017 | 4,040 (exercisable) | 158.79 | Standard schedule | 8/15/2027 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership Components (selected) | 3,593 shares in Retirement Savings Plan; 32,105 options exercisable on or prior to Sep 30, 2025 |
| Unvested Performance Shares (as of Jun 30, 2025) | 4,954 ($3,460,220 market/payout value); 3,852 ($2,690,506); 2,553 ($1,783,194) |
| Stock Ownership Guidelines | CFO required to hold 4× base salary; recommended time to achieve is 5 years; all execs/Directors in role ≥5 years were compliant as of Jun 30, 2025 |
| Hedging/Pledging | Prohibited for Directors and executive officers; margin accounts/pledging banned; 10b5‑1 plans permitted with pre-clearance |
| Insider Reporting | Administrative oversight led to 32 late Form 4 reports for Leombruno related to periodic Deferred Compensation Plan deferrals into the Parker Stock Fund (~143 shares in aggregate since Jan 1, 2023) |
Outstanding Equity Awards at June 30, 2025 – Todd M. Leombruno
| Category | Quantity | Exercise Price | Expiration |
|---|---|---|---|
| Options – Exercisable | 4,040 | $158.79 | 8/15/2027 |
| Options – Exercisable | 3,410 | $166.49 | 8/14/2028 |
| Options – Exercisable | 4,070 | $158.90 | 8/13/2029 |
| Options – Exercisable | 3,650 | $209.56 | 8/11/2030 |
| Options – Exercisable | 12,590 | $296.00 | 8/10/2031 |
| Options – Exercisable/Unexercisable | 9,766 / 4,884 | $299.19 | 8/16/2032 |
| Options – Exercisable/Unexercisable | 4,196 / 8,394 | $406.32 | 8/15/2033 |
| Options – Unexercisable | 8,960 | $578.39 | 8/13/2034 |
| Equity Incentive Plan Awards – Unearned Shares | 4,954 | N/A | N/A; $3,460,220 value |
| Equity Incentive Plan Awards – Unearned Shares | 3,852 | N/A | N/A; $2,690,506 value |
| Equity Incentive Plan Awards – Unearned Shares | 2,553 | N/A | N/A; $1,783,194 value |
Employment Terms
- No fixed-term employment agreement; executive officers have separate Change in Control Severance Agreements; general severance policy applies outside change-in-control .
- Officer Life Insurance Plan: CFO death benefit equals 4× base salary during employment and 2× final base salary post-retirement (age-based adjustments apply) .
- Executive Long-Term Disability: Maximum monthly benefit for CFO $35,000; benefits funded via individual policies .
Change in Control – Economics and Triggers
- Double trigger required: a Change in Control plus a qualifying termination (without cause or for good reason) within three years; “good reason” includes diminution in duties, pay/benefit reductions, relocation, or resignation within a specified post-CIC window .
- Severance: 3× annual base salary plus annual cash incentive; 3 years of welfare benefits continuation; vesting and payments across deferred comp and LTIP as specified; no excise tax gross‑up for Leombruno (gross‑ups apply to CEO/COO/GC under legacy agreements) .
| Payments upon a Change in Control (no termination) – CFO | Amount ($) |
|---|---|
| Accelerated Vesting of Stock Incentives | 5,478,307 |
| Defined Contribution Supplemental Retirement Program | 2,425,235 |
| Pension Plan | 740,579 |
| Pension Restoration Plan | 4,738,030 |
| Executive Deferral Plan | 414,223 |
| LTIP Awards | 7,933,921 |
| Excise Tax Gross-Up | — (none) |
| Total | 21,730,295 |
| Payments upon Qualifying Termination in Connection with a Change in Control – CFO | Amount ($) |
|---|---|
| Severance Pay | 7,053,011 |
| Accelerated Vesting of Stock Incentives | 5,478,307 |
| Defined Contribution Supplemental Retirement Program | 2,425,235 |
| Pension Plan | 740,579 |
| Pension Restoration Plan | 4,738,030 |
| Executive Deferral Plan | 414,223 |
| LTIP Awards | 7,933,921 |
| Medical & Dental Benefits | 83,592 |
| Officer Life Insurance Premiums | 138,907 |
| Excise Tax Gross-Up | — (subject to potential reduction; no gross‑up) |
| Total | 29,017,496 |
| Payments upon Termination without Cause – CFO | Amount ($) |
|---|---|
| Severance Pay (tenure-based) | 472,500 |
| Pension Plan | 740,579 |
| Pension Restoration Plan | 4,738,030 |
| LTIP Awards (pro‑rated) | 4,228,770 |
| Medical & Dental Benefits | 6,966 |
| Total | 10,186,845 |
| Payments upon Retirement (as of Jun 30, 2025) – CFO | Amount ($) |
|---|---|
| Pension Plan | 740,579 |
| Pension Restoration Plan | 4,738,030 |
| Stock Incentives | 5,478,307 |
| LTIP Awards | 4,228,770 |
| Post-Retirement Insurance Premiums | 463,025 |
| Total | 15,648,711 |
Nonqualified Deferred Compensation (FY 2025)
| Plan | Executive Contributions ($) | Company Contributions ($) | Earnings ($) | Withdrawals ($) | Aggregate Balance ($) |
|---|---|---|---|---|---|
| Savings Restoration Plan | — | — | 139,192 | — | 941,421 |
| Executive Deferral Plan | — | — | 51,293 | — | 414,223 |
| Defined Contribution Supplemental Retirement Program | — | 295,509 | 161,283 | — | 1,519,167 |
| Deferred Compensation Plan | 229,758 | 106,754 | 65,593 | — | 582,511 |
Pension Benefits (FY 2025)
| Plan | Credited Service (Years) | Present Value of Accumulated Benefit ($) |
|---|---|---|
| Pension Plan | 32.1 | 842,529 |
| Pension Restoration Plan | 32.1 | 4,598,120 |
| Supplemental Retirement Program | — | — (not eligible) |
Clawback Policies and Recoupment
- NYSE/SEC-compliant clawback policy effective Dec 1, 2023 mandates recovery of excess incentive-based compensation over a 3-year period following accounting restatements; broadly applicable to current/former Section 16 officers; recovery generally mandatory with narrow impracticability exceptions .
- Prior clawback policy (effective July 1, 2009) remains in force for compensation received prior to Oct 2, 2023; covers fraud/misconduct leading to restatements .
- 2023 Equity Plan includes restatement-related clawback and misconduct forfeiture/recoupment provisions reaching below officer level .
Compensation Structure Analysis
- Mix and Pay-at-Risk: For NEOs, average mix ≈20% fixed / 80% at-risk; program emphasizes multi-metric annual and long-term incentives to deter excessive risk-taking and tie outcomes to multi-year performance drivers .
- Shift toward equity-linked incentives: Ongoing use of LTIP relative performance and SARs with three-year vesting aligns payouts with sustained performance; no option repricing or reloads; grants at fair market value; anti-hedging/anti-pledging policies reduce misalignment risk .
- Discretion/payout rigor: Annual reviews consider risk and result quality; payout caps and multi-metric design; no guaranteed bonuses; reinforces pay-for-performance linkage .
Risk Indicators & Red Flags
- Section 16 late filings: 32 late Form 4s for small periodic deferrals into company stock fund indicate administrative oversight in reporting, not material transactional volume (~143 shares total) .
- No employment agreements and double-trigger CIC severance mitigate opportunistic exit risk, though severance magnitude (3× pay) plus accelerated vesting can be dilutive in a transaction scenario .
- Anti-hedging/anti-pledging policy reduces alignment concerns; no option repricing or underwater cashouts .
Equity Ownership & Alignment
| Guideline / Policy | CFO Status / Details |
|---|---|
| Ownership Guideline | 4× base salary required; 5 years to achieve; overall compliance for those ≥5 years; individual compliance status for Leombruno not specifically disclosed |
| Pledging/Hedging | Prohibited; 10b5‑1 permitted with pre-clearance |
| Beneficial Holdings (selected) | 3,593 RSP shares; 32,105 options exercisable by Sep 30, 2025 |
Employment Contracts, Severance & Change-of-Control
- No employment agreements; CIO-like severance only via CIC agreements; general severance policy applies otherwise .
- CIC agreements: Double trigger; 3× salary+annual cash incentive; 3-year welfare benefits continuation; accelerated vesting; LTIP paid at greater of target or performance-to-date; no excise tax gross-up for Leombruno (gross-ups under legacy terms for CEO/COO/GC) .
Performance & Track Record
| Performance Indicator | 2023 | 2024 | 2025 |
|---|---|---|---|
| TSR Indexed Value ($100 initial) | 223.03 | 293.00 | 408.78 |
| Peer Group TSR Indexed Value | 164.12 | 189.61 | 233.00 |
| Net Income ($ Millions) | 2,084 | 2,845 | 3,532 |
| EPS Growth Percentile vs Peer Group | 78th | 70th | 68th |
Investment Implications
- Alignment and retention: Strong at-risk mix and multi-year LTIP/SARs suggest continued alignment; no pledging/hedging policy reduces governance risk. Upcoming option maturities (2027–2034) and unearned LTIP tranches create periodic vesting events but not immediate selling pressure; monitor 2022–2024 SAR tranches as they become fully vested and exercisable .
- CIC exposure: For CFO, total CIC-related benefits could reach ~$21.7M (CIC alone) or ~$29.0M (CIC+qualifying termination); double-trigger reduces windfall risk; absence of excise gross‑up is shareholder-friendly relative to legacy agreements .
- Pay-for-performance: Annual ACIP tied to operating income/revenue/cash flow and LTIP tied to EPS/ROIC/revenue growth with peer benchmarking supports value creation; recent net income and TSR trends are favorable, underlining execution quality during tenure .