In preparing for the meeting date. In addition, for your safetyAnnual Meeting, we regularly review and ours, weconsider the requirements, recommendations, and protocols that are issued and that may be issued by public health authorities and governments. We require you to register your planned in-person attendance with us at least ten (10) business days prior to the meeting, by writing to the Investor Relations Department, Hillenbrand, Inc., One Batesville Boulevard, Batesville, Indiana 47006 or by email at investors@hillenbrand.com. Pre-registrationPreregistration and an admission ticket, as well as matching photo identification, are necessary to gain entrance to the secure area of our headquarters building where the meeting will be held, and we expect that enhanced health and safety protocols will be in place. Similar to last year and subject to public health circumstances at the time of the Annual Meeting, we may again limit food or beverage service and other opportunities for social interaction. Even if unable this year, we hope to resume the social elements of our Annual Meeting in the future, as we trulyheld. We value the opportunity to have more personal engagement with our shareholders.

shareholders and require you to follow these procedures and any protocols we may have in place on the meeting date.

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			By Order of the Board of Directors,
			Nicholas R. Farrell
			Secretary

¹ 2The charts present the achievement percentages for these metrics at the consolidated Company level for the Named Executive Officers. As part of the annual compensation setting process, the Compensation Committee establishes payout curves for these achievement percentages to determine payout levels. These charts do not reflect achievement of these metrics at an underlying business unit level, nor achievement of the order intake metric used by our Coperion subsidiary which applyapplies to certainone of our Named Executive Officers as further explained in the proxy statement. Fiscal 2021 information is presented as the sum of the two underlying six-month performance periods (or, in the case of cash conversion cycle, the average of the two periods). In addition, beginning withfor awards made in fiscal 2021 and fiscal 2022, the Company modified its historical “STIC IBT” measure by using anused a different externally reported financial metric as the starting point for calculation. This newmeasure, called “Adjusted IBT” measureIncome Before Taxes (IBT),” is further explained in the fiscal 2021 and 2022 proxy statements. The measure used in fiscal 2023, Adjusted EBITDA, is also further explained in this proxy statement. The chart shows STIC IBTAdjusted EBITDA achievement for fiscal years 2019 and 2020,year 2023, and Adjusted IBT achievement for fiscal 2021.

^{2021 and 2022.}

Here’s What We Do . . .
þ						Pay for performance
þ						Benchmark Named Executive Officer target core compensation3 to the 50th percentile of peer group compensation3
þ						Maintain stock ownership guidelines based on shares of Company common stock and time-based restricted stock units beneficially owned: for directors, five times annual cash compensation; for the CEO, five times base salary; for Senior Vice Presidents, two times base salary; for certain other senior officers designated by the CEO, one times base salary
þ						Seek to ensure that at least 75 percent of the CEO’s target core compensation is at risk4
þ						Require an independent Chairperson of the Board and that at least 80 percent of directors be independent
þ						Require executives and directors to preclear all stock trades, including gifts, with the Company’s Legal Department
þ						Require that directors receive at least a majority of the votes cast in an uncontested election to be elected
þ						Require that the Compensation Committee, the Audit Committee, and the Nominating/Corporate Governance Committee of our Board each be composed entirely of outside, independent directors
þ						Engage an independent compensation consultant, hired by and reporting directly to the Compensation Committee
þ						Operate with multiple performance metrics that drive our incentive compensation plans, including a relative metric that measures our performance against the Standard & Poor’s 400 Mid Cap Industrials index (a peer group reflecting companies of similar size and complexity)
þ						Maintain a clawback policy covering cash and equity incentive compensation plans that applies in the event of a restatement of our financial statements
þ						Impose a limit of $600,000 on total annual base compensation5 for non-employee directors

³We define our Named Executive Officers’ annual “core compensation” as annual base salary and the target values for STIC and LTIC.

		Require that the Compensation Committee be composed entirely of outside, independent directors
						Engage an independent compensation consultant, hired by and reporting directly to the Compensation Committee
þ						Operate with multiple performance metrics that drive our incentive compensation plans, including a relative metric that measures our performance against an appropriate peer group of companies, currently the Standard & Poor’s 400 Mid Cap Industrials index
		Maintain a clawback policy covering cash and equity incentive compensation plans that applies in the event of a restatement of our financial statements
		Impose a limit of $600,000 on total annual base compensation5 for non-employee directors
		Encourage Board refreshment in a variety of ways, including by requiring, without exemptions or conditions, our directors to retire no later than the first Annual Meeting of shareholders following the date on which that director turns 73 years of age
þ						Maintain a Board diversity policy that provides that Board members will be diverse in terms of gender and of race and ethnicity, and in terms of other characteristics, including background, perspective, knowledge, skills, and experience

		Added two new independent members of
			þ						Appointed Helen W. Cornell as our third Board Chairperson, effective upon the Board:  Dennis W. Pullin, who is a memberretirement of our Compensation Committee and our Nominating/Corporate Governance Committee, and Inderpreet Sawhney, who is a member of our Audit Committee and our Nominating/Corporate Governance Committeeprior Board Chairperson on January 10, 2023
						Completed our CEO transition, with Joe A. Raver retiring and Kimberly K. Ryan being elected President and Chief Executive Officer and appointed a member of the Board
			þ						Published our secondfourth annual sustainability report, or Communication on Progress, under the United Nations Global Compact, enhancing our energy and emissions data for major manufacturing sites, including core elements of the GRI Standards from the Global Reporting Initiativeinitial Scope 3 disclosures, and expanding health and safety and diversity disclosures
			þ						Updated our STIC program to replace the prior Adjusted IBT measure with one based on Adjusted EBITDA, which further aligns internal compensation with externally reported metrics while preserving the overall focuses of top- and bottom-line growth, healthy cash generation, and the appropriate balance of STIC components
			þ						Tightened our STIC performance and payout curves to encourage achievement and emphasize high performance
			þ						Revised and updated our clawback policy (“Clawback Policy”) to align with final Securities & Exchange Commission rules and New York Stock Exchange listing standards, and to strengthen the Company’s ability to recover any erroneously awarded performance-based compensation
			þ						Adopted the Company’s Third Amended and Restated Short-Term Incentive Compensation Planan amendment to among other things, expand the list of potential performance goals to include additional financial and operational metrics, as well as diversity, equity, and inclusion (DE&I) and environmental, social, and governance (ESG) metrics, and to make other changes in accordance with prevailing market practices
		Measured performance for STIC purposes based on two six-month performance periods and also modified the payout curves, given the uncertainty associated with the COVID-19 pandemic, and added the creation of specific plans to increase workforce diversity as part of the Named Executive Officers’ collective performance goal relating to diverse talent pools

5

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		Engaged a new independent compensation committee consultant, Pay Governance LLC, following a robust proposal and interview process
		Adopted our Amended and Restated Stock Incentive Plan, approved byCode of By-Laws to prohibit indemnification to a Company director, officer, or employee that would be against public policy, in further support of the revised Clawback Policy
			þ						Amended our shareholders,Insider Trading and Disclosure Policy to reflect new Exchange Act Rule 10b5-1 requirements, including mandatory “cooling-off” periods and limitations on the number and types of plans permitted to be adopted
			þ						Implemented a new limitcompensation peer group following the divestiture of our historical Batesville business segment, which represented a strategic shift in the Company’s business and accelerated our transformation into a pure-play industrial company
			þ						Revised our Code of Ethical Business Conduct (available on total annual base compensation for non-employee directorsour web site) in connection with our transformation into a pure-play industrial company, with a focus on, among other improvements, reflecting the Company’s recently adopted Purpose, Shape What Matters For TomorrowTM, and its updated mission, vision, and values

The Board recommends a vote FOR each of the director nominees; FOR approval of the compensation paid to the Named Executive Officers of the Company pursuant to the Say on Pay Vote; and FOR the ratification of the appointment of EY as the Company’s independent registered public accounting firm for fiscal year 2022.

Our Named Executive Officers are those officers specified by Item 402(a)(3) of Regulation S-K. See the introductory discussion in Part I under “Executive Compensation” for more information regarding Named Executive Officers.

The adoption of each of the proposals (a) to approve, by a non-binding advisory vote, the compensation paid to the Named Executive Officers, and (b) to ratify the appointment of EY as the Company’s independent registered public accounting firm for fiscal year 2022 requires the affirmative vote of a majority of the votes cast for or against approval.

If you are present or represented by proxy at the Annual Meeting and you affirmatively elect to abstain, your abstention, as well as any broker non-votes, will not be counted as votes cast on any matter to which they relate. See “How will my shares be voted?” below for more information about broker non-votes.

For shareholders of record, many of you were not mailed a paper copy of proxy materials, including this proxy statement, a proxy card, and our 2021 Annual Report to Shareholders. Instead, commencing on or about December 30, 2021, we sent you a Notice of Internet Availability of Proxy Materials (“Notice”) telling you that proxy materials are available at the web site indicated in that Notice, www.proxyvote.com, and giving you instructions for voting your shares at that web site. We also told you in that Notice (and on the web site) how you can request us to mail proxy materials to you. If you subsequently do receive proxy materials by mail, you can vote in any of the ways described below. If not, you must vote via the Internet (and we encourage you to do so) at www.proxyvote.com, by telephone, or in person at the Annual Meeting as explained below.

With respect to shareholders of record who received proxy materials by mail, we commenced mailing on or about December 30, 2021. You can vote using any of the following methods:

			For shareholders of record, many of you were not mailed a paper copy of proxy materials, including this proxy statement, a proxy card, and our 2023 Annual Report to Shareholders. Instead, commencing on or about January 9, 2024, we sent you a Notice of Internet Availability of Proxy Materials (“Notice”) telling you that proxy materials are available at the web site indicated in that Notice, www.proxyvote.com, and giving you instructions for voting your shares at that web site. We also told you in that Notice (and on the web site) how you can request us to mail proxy materials to you. If you subsequently do receive proxy materials by mail, you can vote in any of the ways described below. If not, you must vote via the Internet (and we encourage you to do so) at www.proxyvote.com, by telephone, or in person at the Annual Meeting as explained below. With respect to shareholders of record who received proxy materials by mail, we commenced mailing on or about January 9, 2024. You can vote using any of the following methods:

						Proxy card or voting instruction card. Be sure to complete, sign, and date the card and return it in the prepaid envelope.
						By telephone or the Internet.The telephone and Internet voting procedures established by Hillenbrand for shareholders of record are explained in detail on your proxy card and in the Notice many shareholders receive. These procedures are designed to authenticate your identity, to allow you to give your voting instructions, and to confirm that these instructions have been properly recorded.
						In person at the Annual Meeting.You may vote in person at the Annual Meeting. You may also be represented by another person at the meeting by executing a proper proxy designating that person. If you are not the record holder of your shares and want to attend the meeting and vote in person, you must obtain a legal proxy from your broker, bank, or nominee and present it to the inspectors of election with your ballot when you vote at the meeting.

With respect to the beneficial owners of shares held by nominees, the methods by which you can access proxy materials and give voting instructions to your nominee may vary, depending on the nominee. Accordingly, if you are such a beneficial owner, you should follow the instructions provided by your nominee.

For beneficial owners, the brokers, banks, or nominees holding shares for the beneficial owner must vote those shares as instructed. If the broker, bank, or nominee has not received instructions from the beneficial owner, the broker, bank, or nominee generally has discretionary voting power only with respect to matters that are considered routine matters. Under applicable New York Stock Exchange rules, Proposal No. 1 relating to election of directors and Proposal No. 2 relating to a non-binding advisory vote to approve Named Executive Officer compensation, are deemed to be non-routine matters with respect to which brokers and nominees may not exercise their voting discretion without receiving instructions from the beneficial owners of the shares (this is referred to as a “broker non-vote”). Proposal No. 3 relating to ratification of the appointment of EY as the independent registered public accounting firm of the Company for fiscal year 2022 is a matter on which brokers holding stock for the accounts of their clients who have not been given specific voting instructions are allowed to vote client shares. To avoid a broker non-vote of your shares on Proposals No. 1 and 2, you must send voting instructions to your bank, broker, or nominee or obtain a legal proxy and vote your shares in person at the Annual Meeting.

If you are a beneficial owner of shares, you may submit new voting instructions by contacting your broker, bank, or nominee. You may also vote in person at the Annual Meeting if you obtain a legal proxy as described under “How do I vote?” above.

6 As previously disclosed, in conformity with the Company’s director retirement policy, F. Joseph Loughrey, a former Class II Nominees for Electiondirector, retired from service as Directorsa member of the Board during fiscal year 2023. In connection with Terms Expiring in 2025

Gary L. Collar

Director since 2015

Class I Nominees for Election as Directors with Terms Expiring in 2027

Helen W. Cornell Independent

Age 65 Mr. Collar has served Chairperson of the Board Chairperson of the NCG Committee

CAREER HIGHLIGHTS

KEY QUALIFICATIONS AND EXPERIENCES

Owensboro Grain Company, grain and soybean products (privately-owned).

Industrial Experience. More than twenty-two years as a director ofleader in global industrial manufacturing; her strong manufacturing background and global industrial expertise continues to benefit the Board, the Company, since May 2015. From January 2012 until his retirementand the shareholders as Hillenbrand works to execute its profitable growth strategy. Corporate Finance. A certified public accountant (CPA) and certified management accountant (CMA) with a long tenure in October 2021, he servedoperations and finance, and experience interfacing with investors, including as the Senior Vice PresidentCFO of a major public company and General Manager of the Asia Pacific and Africa (APA) region for AGCO Corporation (“AGCO”), a world leader in the development, manufacture, and marketing of agricultural machinery and solutions. In connection with this role, he also served on the Board of Directors of Tractors and Farm Equipment Limited, an Indian tractor manufacturer and an investment of AGCO (from 2012–2021), and on the Global Board of Directors of AGCO Finance, Incorporated, a joint venture between AGCO and De Lage Landen Financial Services, which provides retail and wholesale financing services to AGCO customers globally (from 2016–2021). Previously he servedmost recently as AGCO’s Senior Vice President and General Manager of Europe, Africa, Middle East, Australia and New Zealand from 2004 to December 2011. Prior to that appointment, Mr. Collar was Vice President of Market Development, Worldwide for the Challenger Division, after joining AGCO in 2002. Mr. Collar previously held various senior management positions within several divisions at ZF Friedrichshaven A.G. between 1994 and 2002. These assignments included President and CEO of the company’s joint venture producing steering systems for the North American automotive market,Owensboro Grain Company, as well as board experience with both a public and private company. Risk Management and Oversight. Long record of managing risk as former CEO and President of Owensboro Grain Company and former CFO and Executive Vice President Business Development for the automotive group. Prior to this, he was employed by Caterpillar Incorporated. The Board of Directors concluded that Mr. Collar should continue to serve as a director based on his deep internationalGardner Denver, Inc. Strategic Thinking. Extensive experience particularly in Asia,strategic transactions and operations as an executive of several multinational companies, and his significant experience in financial analysis and controls.

		Joy M. Greenway	Director since 2013
		Age 61 Ms. Greenway has served as a director of the Company since February 2013. She is the former Executive Director of Global Business Solutions at General Motors (automobiles), a position she held from September 2018 until March 2020. Ms. Greenway joined General Motors in June 2014 as Chief Financial Officer of Global Purchasing and Supply Chain, and in May 2017, she was named the Executive Director, Transformation, Global Business Services of General Motors. Prior to that, she served as Senior Vice President for Visteon Corporation (a Tier 1 automotive systems supplier), where she held a variety of positions from 2000 until 2013. Prior to joining Visteon, Ms. Greenway was employed as the Director, Manufacturing for United Technologies Corporation, a diversified aerospace and building company. Before United Technologies Corporation, Ms. Greenway was employed by GE Industrial Power Systems as a Materials Manager and served in various management positions at GE Aerospace/Martin Marietta. In October 2020, Ms. Greenway joined the Board of Directors of Electricfil Corporation, a privately owned company with headquarters in France, specializing in the design and manufacture of sensors and actuators for powertrain and transmissions, and served as senior advisor to the CEO from October 2020 until October 2021. The Company’s Board of Directors concluded that Ms. Greenway should serve as a director based on her deep operations and global leadership experience, particularly in the manufacturing industry, and her experience as a senior executive of a Fortune 500 public company.

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		F. Joseph Loughrey	Director since 2009
		Age 72 Mr. Loughrey has served as a director of the Company since February 2009, and has been Chairperson of the Board since February 2013. In April 2009, he retired from Cummins Inc. (enginesBoard. Mergers and related technology) after serving in a varietyAcquisitions. Leader of roles for 35 years, most recently as Vice Chair of the Board of Directorsmany mergers, acquisitions, financings, and as the company’s President and Chief Operating Officer. Mr. Loughrey served on the Board of Directors of Cummins from July 2005 until May 2009. Mr. Loughrey currently serves on a number of boards, including: Vanguard Group (an investment management company), where he serves on the Audit Committee, the Nominating Committee, and the Compensation Committee; Saint Anselm College, where he serves as Chair of the Board of Trustees; and the V Foundation for Cancer Research. He is past Chair and a current member of the Advisory Council to the College of Arts & Letters at The University of Notre Dame, where he also served as Chair of the Advisory Board to the Kellogg Institute for International Studies for six years. Pursuant to the Company’s Board retirement policy, Mr. Loughrey will retireinvestments, including during her tenure as a member of the Board as of a date not later than the 2023 Annual Meeting of shareholders.  For more information on the Company’s Board retirement policy, please see the Company’s Corporate Governance Standards available on the Company’s web site at www.hillenbrand.com. The Company’s Board of Directors concluded that Mr. Loughrey should serve as a director based on his service as President and Chief Operating Officer of a major public corporation and his continuing service on several public company and educational and nonprofit boards of directors.

Hillenbrand’s M&A Committee.

				Dennis W. Pullin	Director since 2021
	2015 to 2023						Age 62 Mr. Pullin has served as a director of the Company since May 2021. Mr. Pullin is currently the President and Chief Executive Officer of Virtua Health, a not-for-profit integrated health system in New Jersey. Prior to joining Virtua Health, Mr. Pullin served from 2009 to 2017 as President of MedStar Harbor Hospital and Senior Vice President of MedStar Health. Prior to leading MedStar Harbor, Mr. Pullin was Senior Vice President and Chief Operating Officer at MedStar Washington Hospital Center in Washington, D.C. from 2006 to 2009. Prior to this role, Mr. Pullin held other leadership positions in hospitals, academic medical centers, physician group practices, and private industry. Mr. Pullin is a Fellow of the American College of Healthcare Executives and has served on the New Jersey Hospital Association Board of Trustees since 2019 and the Chamber of Commerce Southern New Jersey Board of Directors since 2018. The Company’s Board of Directors concluded that Mr. Pullin should serve as a director based on his deep leadership experience, including in mergers and acquisitions and digital transformation; his long tenure as a senior executive and chief executive officer of complex organizations; and his insights into and commitment to diversity, equity, and inclusion efforts.

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Class III Nominees for Election as Directors with Terms Expiring in 2023

		Kimberly K. Ryan	Director since 2021
		Age 55 Ms. Ryan has served as a director and as President and Chief Executive Officer of the Company since December 2021. Prior to becoming Chief Executive Officer, Ms. Ryan was the Company’s Executive Vice President, beginning in June 2021. Prior to that role, she served as President of the Company’s Coperion business beginning in September 2015, also overseeing Hillenbrand’s Rotex business during part of that period.  She previously served as President of Batesville beginning in April 2011, at which time she was also named a Senior Vice President of Hillenbrand.  Ms. Ryan began her career with Batesville in 1989, holding positions of increasing responsibility within Batesville and the Company’s former parent in finance, strategy, operations, logistics, and information technology. Since 2014, Ms. Ryan has also served on the Board of Directors of Kimball International, Inc., a public manufacturing company, including as a member of the Audit Committee. She also served as Board Chair from November 2018 to October 2021. She served on the Board of Directors of Conexus Indiana from December 2018 to July 2021.   The Company’s Board of Directors concluded that Ms. Ryan should serve as a director because of her position as President and Chief Executive Officer of the Company, in addition to her years of experience as an executive of the Company’s Coperion and Batesville operating companies and her in-depth knowledge of the death care and process solutions industries.

		Inderpreet Sawhney	Director since 2021
		Age 57 Ms. Sawhney has served as a director of the Company since June 2021. Ms. Sawhney has been Group General Counsel and the Chief Compliance Officer of Infosys Ltd., a global leader in next-generation digital services since July 2017. Prior to joining Infosys, she worked from October 2011 to June 2017 as General Counsel of Wipro Limited, a large IT service company, and at The Chugh Firm, a private law firm, beginning in 1997 until October 2011, with her last position being as Managing Partner of the Silicon Valley office. Ms. Sawhney also sits on the National Advisory Council of SABANA (South Asian Bar Association of North America), an organization of which she was President from 2008-2009. The Company’s Board of Directors concluded that Ms. Sawhney should serve as a director based on her experience as a senior executive at large information technology firms and her in-depth knowledge of and exposure to technology, legal, compliance, and cyber matters.

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Class I Directors with Terms Expiring in 2024

Helen W. Cornell

Director since 2011

Age 63 Ms. Cornell has served as a director of the Company since August 2011. She is currently President and CEO (since December 2015) of the privately-owned Owensboro Grain Company (grain and soybean products), where she also serves as Chair of the Board and Chair of the Executive Committee. She is also a director of the privately-owned Dot Family Holdings, LLC (formerly Dot Foods, Inc.) (a food distributor), where she is a member of the Compensation Committee and Chair of the Audit Committee. In October 2018, Ms. Cornell joined the Board of Trustees of Brescia University, where she is a member of the Finance Committee. In November 2010, Ms. Cornell retired as Executive Vice President and Chief Financial Officer of

Gardner Denver, Inc. (n/k/a Ingersoll Rand), a leading global manufacturer of compressors, blowers, pumps, loading arms, and fuel systems for various industrial, medical, environmental, transportation, and process applications. During her 22-year tenure with Gardner Denver, Inc., Ms. Cornell served in various operating

1998 to 2010

CFO and financial roles, includingExecutive Vice President and General Manager

HILLENBRAND BOARD SERVICE

Since 2023

Chairperson of the Fluid Transfer DivisionBoard

Since 2022

Chairperson of the NCG Committee

2022 to 2023

Vice Chairperson of the Board

2018 to 2022

Chairperson of Compensation Committee

Since 2013

Compensation Committee Member

2011 to 2023

M&A Committee Member

2011 to 2013

Audit Committee Member

Since 2011

Director and Vice PresidentNCG Committee Member

OTHER BOARD SERVICE

Dot Family Holdings, LLC, a privately-owned food redistributor.

Since 2012

Director, Chair of Strategic Planning. Until December 2016, Ms. Cornell served onCompensation Commitee, Audit Committee Member; past Chair of the Audit Committee

Brescia University, a private Catholic liberal arts college in Owensboro, Kentucky.

2018 to 2023

Board of Trustees and Finance Committee Member

EDUCATION

Owensboro Grain Company.

MBA (Finance), Vanderbilt University BS (Accounting), University of Kentucky

1998 to 2023

Director, Chair of the Board, and Chair of Directors ofthe Executive Committee

The Alamo Group Inc. (agriculture, a global leader in design and other equipment), where she wasmanufacture of agricultural equipment for farms and ranches and infrastructure maintenance equipment for governmental and industrial markets.

2011 to 2016

Director, Chair of the Audit Committee and a member of the Compensation Committee. The Company’s Board of Directors concluded that Ms. Cornell should serve as a director based on her long tenure in operations and finance and her experience interfacing with investors, including as Chief Financial Officer of a major public company and most recently as President and Chief Executive Officer of Owensboro Grain Company, and her experience as a member of the board of both a public and private company. Committee Member

Jennifer W. Rumsey Independent

Director since 2020Age 50

CAREER HIGHLIGHTS

Age 48 Ms. Rumsey has served as a director of the Company since August 2020. Ms. Rumsey is currently President and Chief Operating Officer of KEY QUALIFICATIONS AND EXPERIENCES

Cummins, Inc. (“Cummins”), which designs, manufactures,designer, manufacturer, and sells a portfolioseller of innovative products, including components, engines, power generation, and digital solutions. Prior to Ms. Rumsey’s election to this role in March 2021, she served as Vice President

Innovation/Technology. Deep technological background and President, Components Business Segment from October 2019 until March 2021. Prior to that, Ms. Rumsey served as Vice President, Chief Technical Officer of Cummins, from October 2015 until October 2019. Since November 2000, Ms. Rumsey has held various technical roles in research, technology, and product development and other positions of increasing responsibility at Cummins. Ms. Rumsey currently serves as a member of the Purdue College of Engineering Advisory Council (since October 2016). She previously served as a member of the United States Department of Energy Hydrogen and Fuel Cell Advisory Council (November 2019 until January 2021). Ms. Rumsey holds a Bachelor of Science degree from Purdue University and a Master of Science in Mechanical Engineering from Massachusetts Institute of Technology. She is Six Sigma certified. The Company’s Board of Directors concluded that Ms. Rumsey should serve as a director based on her deep operations and technological experience, particularly given her tenure as a senior technical executive of a Fortune 500 public industrial manufacturing company, including in product life cycle responsibility, from advanced research to current product support, in engineering and product quality, and in multiple business areas. Sustainability/ESG. Current CEO and President of a global leader providing power solutions that both meet business needs and have large-scale environmental impact; previously as Cummins CTO, led strategic investments in key technologies and applications to transition to lower carbon emissions products. Continuous Improvement (Lean, Six Sigma). Six Sigma certified, including extensive knowledge, professional skills, and experience in improving performance, increasing profits, and decreasing errors. Operations (Manufacturing, Service). Experience overseeing strategic direction, growth initiatives, and global operations including as President and CEO of a Fortune 500 public industrial manufacturing company. Industrial Experience. Decades of experience in highly technical fields at a Fortune 500 public industrial manufacturing company in a variety of technical and operational functions.

Since 2022

President and CEO

2021 to 2022

President and Chief Operating Officer

2019 to 2021

Vice President and President, Components Business Segment

2015 to 2019

Vice President, Chief Technical Officer

HILLENBRAND BOARD SERVICE

Since 2020

Director, NCG Committee Member, and Compensation Committee Member

OTHER BOARD SERVICE

College of Engineering at Purdue University, a public land-grant research university in West Lafayette, Indiana.

2016 to 2022

Advisory Council Member

Cummins, Inc.

Since 2023

Chair

Since 2022

Director

US Department of Energy (“DOE”) Hydrogen and Fuel Cell Technical Advisory Committee, established under the Energy Policy Act of 2005 to advise the Secretary of Energy on hydrogen research, development, and demonstration efforts.

2019 to 2021

Advisory Council Member

EDUCATION

MS (Mechanical Engineering), Massachusetts Institute of Technology BS (Mechanical Engineering), Purdue University

Stuart A. Taylor, IIII. Independent

Director since 2008 Age 63 Chairperson of the M&A Committee

CAREER HIGHLIGHTS

Age 61 Mr. Taylor has served as a director of the Company since September 2008. Since 2001, Mr. Taylor has been the Chief Executive Officer of KEY QUALIFICATIONS AND EXPERIENCES

The Taylor Group, LLC, a private equity firm focused on creating and acquiring businesses. He has previously held positions

Mergers and Acquisitions. Thirty years of investment banking experience as Senior Managing Directora leader in financings, mergers, acquisitions, investments, and strategic transactions, including a career at several large investment banking firms and running a private investment management company. Strategic Thinking. More than two decades as CEO and owner of private equity firm, evaluating strategic investments and transactions and managing risk. Corporate Finance. Extensive experience supervising business operations, including providing strategic and financial advisory and investment banking services to public and private companies, as well as supervisory authority over the Taylor Group’s principal financial and accounting officers on all financial matters. Risk Management and Oversight. Decades of experience as CEO with ultimate responsibility for risk-adjusted decision making and oversight of risk management. Human Resources. Extensive experience managing employees as CEO, and serving on Human Resources and Compensation Committees of multiple boards of directors for both public and private companies.

Since 2001

CEO

Bear, Stearns, & Co. Inc., a global brokerage and investment banking firm (acquired by JPMorgan Chase & Co. in 2008).

1999 to 2001

Senior Managing Director

CIBC World Markets, an investment banking firm based out of Canada.

1996 to 1999

Managing Director of CIBC World Markets and head of its Global Automotive Group and Capital Goods Group. He also served as Group

Banker’s Trust, a privately-owned financial institution.

1993 to 1996

Managing Director of the Automotive Industry Group at Bankers Trust following a ten-year position in corporate finance at Morgan Stanley & Co. Mr. Taylor has been a member

HILLENBRAND BOARD SERVICE

Since 2012

Member and Chairperson of the Board of Directors of M&A Committee

2009 to 2018

Audit Committee Member

2008 to 2009; Since 2019

Compensation Committee Member

Since 2008

Director, NCG Committee Member

OTHER BOARD SERVICE

EDUCATION

Ball Corporation (a, a diversified manufacturer) sincemanufacturer.

MBA (Finance), Harvard BA (History), Yale

Since 1999 where he currently serves as lead independent director (since April 2019)

Director, current Lead Independent Director and Chair of the Nominating/Corporate Governance Committee. He has also been a member of the Board of Directors of NCG Committee, Human Resources Committee Member

Wabash National Corporation, a provider of engineered solutions for the transportation, logistics and distribution industries, since Augustindustries.

Since 2019 and serves on the

Director, Member, Audit and Compensation Committees. In addition, in October 2020, Mr. Taylor was appointed to the board of directors of Committees

Solenis, LLC, a global producer of specialty chemicals for water-intensive industries, where he serves on theindustries.

Since 2020

Director and Compensation Committee. Mr. Taylor was previously a member of the Board of Directors of Committee Member

Essendant, Inc. formerly known as, (f/k/a United Stationers, Inc.), a wholesale distributor of business products, from products.

2011 until its sale to Staples Inc.2019

Director

Class II Directors with Terms Expiring in January 2019. The2025

Gary L. Collar Independent

Age 67 Chairperson of the Compensation Committee

CAREER HIGHLIGHTS

KEY QUALIFICATIONS AND EXPERIENCES

AGCO Corporation, a world leader in the development, manufacture, and marketing of agricultural machinery and solutions.

International Business/Global Markets. International business leader at Fortune 500 company with proven expertise within the manufacturing industry and extensive experience leading, managing, and overseeing global operations. Human Resources. Considerable experience managing and overseeing labor and human relations risks globally, as well as service as Chairperson of the Company’s BoardCompensation and Management Development Committee. Strategic Thinking. Experience providing strategic direction while overseeing global development and manufacturing at AGCO. Operations (Manufacturing, Service). Decades of Directors concluded that Mr. Taylor should servesenior executive experience in the industrial sector at global public companies. Industrial Experience. Career devoted to serving as a directorsenior executive to global public and private manufacturing companies, as well as board service at Tractor and Farm Equipment Limited.

2012 to 2021

Senior Vice President and General Manager of the Asia Pacific and Africa (APA) Region

2004 to 2011

Senior Vice President and General Manager of Europe, Africa, Middle East, Australia, and New Zealand

2002 to 2003

Vice President of Worldwide Market Development, Challenger Division

ZF Friedrichshaven A.G., a leader in development and manufacture of advanced technology automotive chassis and power train systems.

2001 to 2002

Vice President of Business Development, ZF Group NAO

1995 to 2001

President and CEO, Zua Autoparts Joint Venture

HILLENBRAND BOARD SERVICE

Since 2022

Chairperson of the Compensation Committee

Since 2015

Compensation Committee Member

Since 2015

Director and NCG Committee Member

OTHER BOARD SERVICE

EDUCATION

Tractors and Farm Equipment Limited, a tractor manufacturer and an investment of AGCO, based in India.

BS (Business Administration and Marketing Management), California State University – East Bay

2012 to 2021

Director

AGCO Finance, Inc., a joint venture between AGCO and De Lage Landen Financial Services, which provides retail and wholesale financing services to AGCO customers globally.

2016 to 2021

Global Director

Joy M. Greenway Independent

Age 63

CAREER HIGHLIGHTS

KEY QUALIFICATIONS AND EXPERIENCES

General Motors, a global motor vehicle manufacturer headquartered in the USA.

Operations (Manufacturing, Service). Extensive profit and loss leadership experience in businesses requiring long-term financial planning, successfully impacting top- and bottom-line results. Continuous Improvement (Lean, Six Sigma). Experience operating above industry market growth rates reinforcing existing strategic customer business, capitalizing on hisglobal footprint, investing in technology, and creating synergistic corporate infrastructures. International Business/Global Markets. Global operational and multicultural experience, building relationships throughout Asia, Eastern and Western Europe, and the Americas, with several leading investment firms, his ongoingexpertise in Asia and growth markets. Industrial Experience. Decades of leadership experience in global industrial manufacturing, including senior executive roles at Fortune 500 companies. Innovation/Technology. Deep technological and innovation background and experience, particularly as an executive of a Fortune 500 public industrial company.

2018 to 2020

Executive Director Global Business Solutions

2017 to 2018

Executive Director Transformation, Global Business Services

2014 to 2017

CFO, Global Purchasing and Supply Chain

Visteon Corporation, a tier one automotive supplier.

2005 to 2013

Vice President and President of Climate

2000 to 2005

Director, Strategic Business Unit, Customer Business Unit, Powertrain

United Technologies Corporation, a diversified aerospace and building company.

1995 to 2000

Director, Operations

GE Industrial Power Systems, a world energy leader providing technology, solutions, and services across the entire energy value chain from the point of generation to consumption.

1994 to 1995

Director, Materials

HILLENBRAND BOARD SERVICE

EDUCATION

Since 2013

Director, Audit Committee Member, and NCG Committee Member

MBA, Massachusetts Institute of Technology  MS (Mechanical Engineering), Syracuse University BS (Industrial Education Engineering), University of Illinois Urbana-Champaign

OTHER BOARD SERVICE

Electricfil Corporation, a company headquartered in France specializing in the private design and manufacture of sensors and actuators for powertrain and transmissions.

2020 to 2021

Director and Senior Advisor to Chairman and President

Dennis W. Pullin Independent

Age 64

CAREER HIGHLIGHTS

KEY QUALIFICATIONS AND EXPERIENCES

Virtua Health, a not-for-profit academic health system in New Jersey.

Sustainability/ESG. Insight and commitment to sustainability and to diversity, equity, and inclusion efforts demonstrated by leadership at Virtua Health, emphasizing core values, equity, and inclusion, and supporting sustainability initiatives; and promoting gender equality among Virtua Health’s leadership. Strategic Thinking. Deep leadership and strategic experience, including customer service focus and digital transformation, and Virtua Health's “Hospital at Home” program, transforming the patient experience. Cyber / Information Security. Years of information security oversight and knowledge gained as a memberhospital system senior executive responsible for protecting patients’ health information while complying with applicable privacy laws and policies. Risk Management and Oversight. Extensive background in senior management as an executive at large, diverse organizations with elevated risk profiles. Mergers and Acquisitions. Extensive leadership experience in mergers and acquisitions demonstrated at a variety of public companydynamic organizations.

Since 2017

President and other boards,CEO

MedStar Harbor, a not-for-profit, community-based health care organization comprising ten major hospitals and his broad mergertwenty-five integrated businesses in U. S. Mid-Atlantic region.

2009 to 2017

President of MedStar Harbor Hospital

MedStar Washington Hospital Center, largest private teaching and acquisition experience. researching hospital based in Washington, D.C.

2006 to 2009

COO and Senior Vice President

CHI St. Luke’s Health, a tertiary community teaching hospital in the Texas Medical Center.

2002 to 2006

Vice President of Operations and Business Development

HILLENBRAND BOARD SERVICE

Since 2021

Director, Compensation Committee Member, and NCG Committee Member

OTHER BOARD SERVICE

New Jersey Hospital Association, an organization serving healthcare groups to identify savings opportunities, reduce costs, and provide affordable and flexible education programs.

Since 2019

Director

EDUCATION

Chamber of Commerce Southern New Jersey, a member-driven organization that advocates for economic prosperity.

Certificate for Post-Graduate Studies in Cardiac Rehabilitation, Baylor College of Medicine MS (Physiology), Texas A&M University BA (Biology), Texas Lutheran University

Since 2018

Director

Healthcare for the Homeless, a non-profit advocating for affordable housing and providing health care services to the homeless.

2013 to 2017

Director

Class III Directors with Terms Expiring in 2023

Class III Directors with Terms Expiring in 2026

Daniel C. Hillenbrand Independent

Director since 2018Age 57

CAREER HIGHLIGHTS

Age 55 Mr. Hillenbrand has served as a director of the Company since May 2018. Mr. Hillenbrand is the Founder and Managing Partner of KEY QUALIFICATIONS AND EXPERIENCES

Clear Water Capital Partners, LLC, a private diversified venture capital firm.

Strategic Thinking. Decades of operational and investment experience with responsibility for evaluating and pursuing attractive strategic opportunities. Operations (Manufacturing, Service). Long tenure and deep board and executive experience in private manufacturing companies. Risk Management and Oversight. Managing partner of various investment firms, including founder of diversified investment firm a position he has held since 2010. leveraging expertise in crisis management, strategy, and business development in the context of risk mitigation. Mergers and Acquisitions. Extensive experience, including at Clear Water Capital Partners, overseeing and assessing the performance of companies with respect to mergers and acquisitions. Continuous Improvement (Lean, Six Sigma). Accomplished leader in Lean manufacturing principles, as well as business and brand development; experience creating and driving rapid value appreciation in sourcing, distribution, logistics, and e-commerce.

Since 2002, he has also been the2010

Founder and Managing Partner of

Generations, L.P., an investment management company, as well as the company.

Since 2002

Managing Partner of

Legacy Company, a real estate investment company. Mr. Hillenbrand previously served as Chair of the Board (2004-2019) and President and Chief Executive Officer (2005-2007) of Nambé, LLC, a leading international high-end consumer products company, as well as Vice Chair of the Board of Pri Pak, Inc., a provider of name-brand and private label contract beverage manufacturing services, from 2009-2017. He also previously held various leadership roles at

Since 2022

Managing Partner

Able Manufacturing and Assembly, LLC, a manufacturing company with platforms in metal fabrication, fiberglass composites, and plastic thermoform manufacturing, including as manufacturing.

2013 to 2019,

CEO

2002 to 2007

2013 to 2014

President

Nambé, LLC, a leading international high-end consumer products company.

2005 to 2007

President and CEO

HILLENBRAND BOARD SERVICE

Since 2018

Director, Audit Committee Member, and NCG Committee Member

OTHER BOARD SERVICE

EDUCATION

Spring Grove Cemeteries, National Historic Landmark and cemetery serving the residents of Cincinnati and surrounding communities.

MBA, Northwestern University  BA (Political Science), Boston College

Since 2023

Director

Nambé, LLC

2004 to 2019

Chair of the Board (2002-2021)

Pri Pak, Inc., President (2013-2014),a provider of name brand and Chief Executive Officer (2002-2007private label contract beverage manufacturing services.

2009 to 2017

Vice Chair of the Board

Able Manufacturing and 2013-2019). PriorAssembly, LLC

2002 to that, Mr. Hillenbrand served in various roles with increasing leadership responsibility at Wealthsense, Inc., Hill-Rom Holdings, Inc. (the Company’s former parent), Abbott Laboratories, and Batesville Casket Company, Inc. The Company’s2021

Chair of the Board of Directors concluded that Mr. Hillenbrand should serve as a director based on his long tenure as a managing partner of investment firms and his deep Board and executive experience in private manufacturing companies.

			Neil S. Novich Independent			Director since 2010 Age 69 Chairperson of the Audit Committee
CAREER HIGHLIGHTS						Age 67 Mr. Novich has served as a director of the Company since February 2010. He is the former Chair and President and Chief Executive Officer of KEY QUALIFICATIONS AND EXPERIENCES
Ryerson, Inc., a global metals distributor and fabricator. Mr. Novich joined Ryerson in 1994						Risk Management and Oversight. Former Chair/CEO and board member of Fortune 500 public companies with an understanding of critical success factors for mitigation and executive management of risk. Operations (Manufacturing Experience). Deep engagement, as Chief Operating Officer and was named President and CEO, in 1995. He servedRyerson’s distribution and fabrication operations, both domestic and international, striving for continuous operations improvement, while providing overall leadership, following more than a decade with a major management consulting firm focused on optimizing strategy development and execution for clients, including marketing, operations, sales, and technology. Strategic Thinking. Orientation for high engagement in the Boardboard room; recognized for providing innovative strategic insights that support enhanced growth and well-functioning strategic systems. Cyber/Information Security; Information Technology. Significant experience providing oversight to these functions as Chair of Audit Committee at Hillenbrand, with background knowledge derived from continuing education and certificates in highly analytical subjects. Human Resources. Leadership experience at Bain and Ryerson from 1994 untilwith responsibility for large teams; significant boardroom experience in executive compensation and other human resources topics.
1999 to 2007 adding Chair to his title in 1999. He remained Chair			Chairperson, President and CEO until 2007, when the company was sold. Prior
1994 to his time at Ryerson, Mr. Novich spent 13 years with 1999			President and CEO
1994 to 1996			Chief Operating Officer
Bain &and Company, an international management consulting firm, where he spent several years as a partner. He currently serves onfirm.
1981 to 1994			Partner
HILLENBRAND BOARD SERVICE
Since 2019			Chairperson of the BoardsAudit Committee
Since 2018			Audit Committee Member
Since 2013			M&A Committee Member
2013 to 2018			Chairperson of the Compensation Committee
2010 to 2018			Compensation Committee Member
Since 2010			Director and NCG Committee Member
OTHER BOARD SERVICE
Beacon Roofing Supply, (aa distributor of residential and non-residential roofing materials), where he chairs thematerials.
Since 2012			Director; Chair, Compensation Committee; and W.W. Grainger, Inc. (an industrial supply company), where he is a member of theCommittee (since 2018); past Chair, Audit Committee and Board Affairs and Nominating Committee. He is also
Analog Devices, Inc., a member of the Cyber Security Ad Hoc Committee. Mr. Novich is also a trustee of the Field Museum of National History and life trustee of Children’s Home & Aid in Chicago and is a member of the Executive Council of global semiconductor leader.
2008 to 2020			Director; Member, Audit Committee; past Chair, Compensation Committee
American Securities, a private equity fund. Mr. Novich previously served on						EDUCATION
Since 2004			Member, Executive Council			MS (Management), Massachusetts Institute of Technology MS (Nuclear Engineering), Massachusetts Institute of Technology BS (Physics), Harvard University
WW. Grainger, Inc., an industrial supply company.
Since 1999			Director; Member, Audit and Nominating and Governance Committees; past Chair and Member, Compensation Committee
Field Museum of Natural History, a Chicago museum.
Since 1999			Trustee, Former Chair of Research and Technology Committees
Ryerson, Inc.
1994 to 2007			Director; Chairperson of the Board (since 1999)

Kimberly K. Ryan Not Independent

Age 57 President and CEO

CAREER HIGHLIGHTS

KEY QUALIFICATIONS AND EXPERIENCES

Hillenbrand, Inc.

Risk Management and Oversight. Decades of senior management experience addressing risks as an executive, as well as oversight of overall company risk management as Chairperson of the Board of Directors of Analog Devices,Kimball International, Inc. Corporate Finance. A leader in finance, with extensive experience beginning early career at Hill-Rom, as well as CEO and Board Chair at Kimball, and continuing through tenure as President of Coperion, Hillenbrand's largest business. Industrial Experience. Deep knowledge of process solutions industries as well as broad-based business, international manufacturing, operations, and procurement experience, including in business-to-business product sales and services for a variety of global industries; service since 1989 in positions of increasing responsibility in finance, strategy, operations, logistics, and information technology at the Company and Hill-Rom (the Company’s former parent company). Information Technology. Experience leading information technology teams from 2008 until 2020, where he wasearly career to present, including leadership of enterprise resource planning system project at Hill-Rom and board and executive roles overseeing IT. Cyber/Information Security. Cyber and information security fluency from decades of exposure to this topic, including as Senior Vice President of Information Technology and Office of Program Leadership at Hill-Rom.

Since 2021

President and CEO

2021

Executive Vice President

2015 to 2021

President of Coperion and Senior Vice President of Hillenbrand

2011 to 2015

President of Batesville and Senior Vice President of Hillenbrand

Hill-Rom, Inc., a leading global provider of medical equipment and services.

2006 to 2011

Senior Vice President, Post Acute Care Division

2005 to 2006

Senior Vice President, Information Technology and Office of Program Leadership

2003 to 2005

Vice President, Shared Services

HILLENBRAND BOARD SERVICE

Since 2021

Director

OTHER BOARD SERVICE

Kimball International, Inc., a public manufacturing company in the Chairfurniture industry.

2014 to 2023

Director and Member of Audit Committee

2018 to 2021

Chairperson of the Board, Member of Compensation Committee and Governance Committees

National Association of Manufacturers, a membermanufacturing industrial trade association.

Since 2022

Director

Iowa State University, College of Business, a public land-grant institution.

Since 2022

Deans Advisory Board Council

EDUCATION

Conexus Indiana, an Indiana non-profit organization advancing manufacturing and logistics for business and educators.

BA (Accounting), Iowa State University

2018 to 2021

Director

Inderpreet Sawhney Independent

Age 59

CAREER HIGHLIGHTS

KEY QUALIFICATIONS AND EXPERIENCES

Infosys Ltd., a global leader in next-generation digital services.

Cyber/Information Security; Information Technology. Experienced general counsel and senior executive at large information technology firms with in-depth knowledge of and exposure to technology, legal, compliance, and cyber matters. Risk Management and Oversight. Extensive experience overseeing risk associated with the development and growth of digital services including cyber security, technology, and compliance risks from a legal standpoint. Strategic Thinking. Experience navigating organizations through various high-profile strategic issues, such as employee and customer safety, business continuity, and diversity and inclusion initiatives. Sustainability/ESG. Track record of executing sustainability initiatives in the context of compliance, equity, and inclusion, in particular as Chief Compliance Officer of Infosys Ltd. Mergers and Acquisitions. Wide experience in mergers, acquisitions, and strategic transactions as general counsel at large, diverse organizations. International Business/Global Markets. Extensive international experience with a focus on India, including World Economic Forum, Co-Chair of Global Future Council on Good Governance.

Since 2017

General Counsel and Chief Compliance Officer

Wipro Limited, a leading technology services and consulting company with capabilities in consulting, design, engineering, and operations.

2011 to 2017

Senior Vice President and General Counsel

The Chugh Firm, a private law firm.

1997 to 2011

Managing Partner of the Silicon Valley Office

HILLENBRAND BOARD SERVICE

Since 2023

M&A Committee Member

Since 2021

Director, Audit Committee. The Company’s BoardCommittee Member, and NCG Committee Member

OTHER BOARD SERVICE

SABANA (South Asian Bar Association of Directors concludedNorth America), organization encouraging professional growth and advocating for equal rights and access to justice for South Asian community.

Since 2019

Advisory Council Member

Infosys Foundation USA, a nonprofit organization that Mr. Novich should serve as a director based on his service as Presidentaims to expand computer science education and CEO of a major public corporation and his several years of experience as a partner with a major consulting firm, together with his extensive and continuing service on the boards of several public companies and non-profit organizations. training, particularly in underrepresented communities.

Since 2022

Chair

EDUCATION

Since 2021

Trustee

LLM, Queens University LLB, Delhi University BS (Economics), Delhi University, Lady Shriram College

Company. The current diversity and independence profile of our Board appears below, and we are committed to continued progress in Board diversity as part of ongoing recruitment and refreshment:

28refreshment.

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Diversity

5 of 10 directors are female

3 of 10 directors are ethnically diverse (two Black or African-American, one Asian)

Independence

9 of 10 directors are independent

Diversity

 

5 of 11 directors are female

 

3 of 11 directors are ethnically diverse (two Black or African-American, one Asian)

Independence

 

10 of 11 directors are independent

In order to encourage refreshment, the Board has implemented a retirement policy requiring that each director must retire at, or no later than, the first Annual Meeting of shareholders following his or her seventy-third birthday. This retirement policy has no exemptions or conditions. As a result, Company directors vary in age and tenure, with an average age of 61,62, with ages ranging from 4850 to 72,69, and average tenure of 58 years, with tenure ranging from less than one2 to 1315 years. The Board believes that the varying tenures of its members providesprovide a constructive blend of institutional knowledge and fresh external viewpoints.

The Board will continue to focus on refreshment by reviewing, among other things, its composition against the Skills and Experience Matrix described above; the diversity, age, and tenure of Company directors; the results of annual evaluations described above; and overall Board and Committee succession planning. These items remain key aspects of the Board’s refreshment strategy, and the Board will continue to look for ways to improve. Additional details on the Board’s refreshment strategy are contained in the NCG Committee Charter and our Corporate Governance Standards, both of which are available on the Company’s web site at www.hillenbrand.com.

Director Education. We maintain an orientation and continuing education process for directors that we view as a vital component of the Company’s policy requiring the Board as a whole to participate in significant decisions. This process includes furnishing of educational and industry-specific materials, meetings with key management, and attendance at Company and industry events. The Board attempts to hold at least one meeting per year at a Company facility outside of its headquarters in Batesville, Indiana; in 2021,2023, the Board observed this practice by arranging for meetings at onecertain of the Company’s primary CanadianAdvanced Process Solutions facilities andin Kansas City, Missouri, involving presentations from local management and their teams. These meetings, like all other Board and Committee meetings during the fiscal year, were held virtually in light of the ongoing COVID-19 pandemic. The directors’ education includes, among other things, regular dedicated sessions regarding the Company’s businesses and operations, Audit Committee-sponsored financial literacy and legal and regulatory compliance training and engagement on financial literacy, and regular management and corporate governance presentations at NCG and Compensation Committee meetings. Throughout their terms, directors are expected to continue to deepen their

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experience in the industries and markets served by the Company and to remain generally apprised of trends and developments in corporate governance.

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Purpose. Hillenbrand is a global industrial company operating in over 60 countries with more than 10,000 employees serving a wide variety of industries around the world. Our Purpose, Shape What Matters for Tomorrow™, reflects our unique position as industry leaders, creating innovative solutions and end products that impact how people live, work, play, travel, eat, and heal. Guided by our Purpose, we pursue excellence, collaboration, and innovation to consistently shape solutions that best serve our customers, employees, communities, and other stakeholders.We firmly believe that understanding our Purpose allows us to connect what we manufacture to a broader societal impact and enhances our ability to achieve what we stand for.

Sustainability and ESG. At Hillenbrand, we strive to provide superior return for our shareholders, exceptional value for our customers, great professional opportunities for our employees,Environmental, Social, and to be responsible to our communities through deployment of the Hillenbrand Operating ModelGovernance (“HOM”ESG”). With the support and oversight of our Board of Directors, we are committed to being a company where the positive impacts of our people, products, and partnerships help better the environments in which we operate. Our employees are encouragedIn this way, our sustainability and ESG efforts align well with our Purpose to volunteer their time and talentsShape What Matters For Tomorrow.

The Company has a dedicated sustainability department overseen by its Chief Sustainability Officer, a role established in multiple service and impact programs that we sponsor throughout2021. Supported by our sustainability department, the Company includingdeploys the Hillenbrand Operating Model (“HOM”), a consistent and repeatable framework of tools and key management practices, to help embed sustainability in the way we do business. We believe that strategic investment in sustainability will enhance our annual global community engagement initiative that we callability to engage, innovate, inspire, and drive quality experiences and success for the One Campaign.

Company through our people, products, and partnerships.

In addition, we require compliance with all applicable environmental, human rights, supply chain, and similar laws and regulations,regulations. We believe that everyone must do their part to maintain our high standards for ethics and ourintegrity. Our Code of Ethical Business Conduct (our “Code”) sets the expectation that our employees will make prompt and full disclosure regarding any concerns they have about a potential ethics or compliance-related issue. Our Code also encourages our employees to be proactive and look for ways we can reduce waste and use energy and natural resources more efficiently. We believe that strategic investmentFurther, we have used the HOM to augment our sustainability practices – for example, to better understand our energy use and emissions profile in our communities will enhance our ability to engage, innovate, inspire, and drive quality experiences and success for our communities, employees, and the Company.

operating companies.

Board Role. The NCG Committee oversees the Company’s objectives, progress, practices, and strategy relating to sustainability and environmental, social, and governance (“ESG”) topics.ESG topics, including climate change. The leaders responsible for these efforts make regular presentations to the NCG Committee regarding the Company’s execution on strategy in these areas. In 2021,2023, the NCG Committee met four times, withaddressed sustainability topics addressed in each of these meetings.

its regular meetings, and during the year the NCG Committee added human rights oversight to its Charter. The full Board of Directors also addressed sustainability topics during its annual strategy meeting.

Sustainability Reporting. In 2019, the Company signed on as a participant to the United Nations Global Compact (“UNGC”), a voluntary pledge to develop and exercise corporate responsibility programs and to increase disclosure of the Company’s sustainable business practices. The UNGC requirements include annual publication of a Communication on Progress documenting steps taken to advance the principles of the UNGC in the areas of Human Rights, Labor, Environment, and Anti-Corruption. In fiscal 2021,2023, we published our secondfourth annual sustainability report as part of our commitment to the UNGC.report. This sustainability report included, information aligning withfor the first time, disclosures covering Scope 3 emissions data, water use, renewable energy use for our largest manufacturing sites, Purpose survey data, training hours, and the results of a double-materiality assessment highlighting ten key areas of focus as identified by our stakeholders. The report also included continued alignment to the

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Sustainability Accounting Standards Board (“SASB”) standards, United Nations Sustainable Development Goals (“SDGs”), and core elements of the GRI Standards from the Global Reporting Initiative. Initiative (“GRI”) standards.

We continue to believe that the Company’s participation in the UNGCannual sustainability report is the appropriate frameworkformat for understandingdisclosing the Company’s commitment to and efforts in advancing its sustainability strategy and ESG efforts as we evaluate additional frameworks for disclosure.strategy. The Company continues to exploreconsider long-term goals that align with science-based targets, and to assess appropriate key performance indicators and to consider long-term goals that can makeadditional appropriate frameworks such as those promulgated by the most of the Company’s sustainability opportunities.Task Force on Climate-Related Financial Disclosures (“TCFD”). Additional details about our sustainability efforts, including various sustainability-related policies and a copy of our latest sustainability report, are available at our web site at www.hillenbrand.com/sustainability.

In addition to our sustainability report, we also have Global Environmental and Human Rights Policies and Supply Chain Standards that are available at www.hillenbrand.com/sustainability.

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Determinations with respect to Independence of Directors

The Corporate Governance Standards adopted by the Board of Directors, in accordance with New York Stock Exchange listing standards, require the Board to make an annual determination regarding the independence of each of the Company’s directors and provide criteria for making those determinations. The Board made those determinations for each director in December 20212023 based on an annual evaluation performed by, and recommendations made by, the NCG Committee.

To assist in the Board’s determinations, each director completed materials designed to identify any relationships that could affect the director’s independence under the applicable New York Stock Exchange and SEC rules and under the criteria set forth in the Corporate Governance Standards. This year, in making determinations regarding director independence, the NCG Committee evaluated, and the Board considered, certain transactions between the Company and the employers of twocompanies affiliated with three of its directors: Cummins, Inc. (“Cummins”), a leading industrial company at which Jennifer W. Rumsey is an executive officer, andofficer; Infosys Ltd. (“Infosys”), a global leader in next-generation digital services at which Inderpreet Sawhney is an executive officer.

officer; and W.W. Grainger, Inc., an industrial supply company at which Neil S. Novich is a member of the Board of Directors and its Audit Committee.

In regard to Cummins, the applicable transactions took place between the Company’s Mold-Masters and Milacron Injection Molding and Extrusion business,businesses, which are part of the Company’s Molding Technology Solutions reportable operating segment (“MTS”), and various business units of Cummins. In these transactions during fiscal 2021,2023, Cummins purchased capital equipment and aftermarket parts and service from MTS in the total amount of approximately $975,000.$450,000. In regard to Infosys, the applicable transactions took place between Infosys, the Company, and various of their respective subsidiaries in support of a variety of information technology and other technical matters. In these transactions during fiscal 2021,2023, the Company purchased business process outsourcing services, tech support, and other IT and technical services from Infosys in the total amount of approximately $4,610,000.$6,360,000. None of the current services provided by Infosys to the Company constitutes consulting services nor does any relate to legal, financial, or accounting matters.

In regard to Grainger, the applicable transactions took place between Grainger and various of the Company’s subsidiaries. In these transactions during fiscal 2023, the Company and its subsidiaries purchased equipment and services from Grainger in the total amount of approximately $244,000.

The NCG Committee recommended, and the Board ultimately determined, that Ms. Rumsey, and Ms. Sawhney, and Mr. Novich respectively, did not have a material interest in the applicable transactions and, therefore, notwithstanding these transactions, neither director hadthe directors did not have any material

33

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relationship with the Company that would preclude hertheir ability to be independent, and, therefore, that each is independent under the applicable New York Stock Exchange and SEC rules and under the criteria set forth in the Corporate Governance Standards.

In reaching these determinations with regard to Ms. Rumsey, the following factors were considered, among others:

●

the customer relationship with Cummins had already been in place with the MTS businesses for years prior to Ms. Rumsey’s election to the Board;

●

Ms. Rumsey’s employment at a customer of the Company was not a consideration in her election as a director;

●

Ms. Rumsey’s compensation at Cummins is not directly impacted by the Company having made these purchases from the MTS businesses; and

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•the customer relationship with Cummins had already been in place with the MTS businesses for years prior to Ms. Rumsey’s election to the Board;

•Ms. Rumsey’s employment at a customer of the Company was not a consideration in her election as a director, and she is not involved in vendor selection for Cummins;

●

the amounts involved in these transactions, particularly in comparison to the fiscal 2021 net revenue of the Company and Cummins, are immaterial.

•Ms. Rumsey’s compensation at Cummins is not directly impacted by the Company having made these purchases from the MTS businesses; and

•the amounts involved in these transactions, particularly in comparison to the fiscal 2023 net revenue of the Company and Cummins, are not material, and have decreased relative to prior years.

In reaching these determinations with regard to Ms. Sawhney, the following factors were considered, among others:

●

the vendor relationship with Infosys had already been in place with the Company for more than two years prior to Ms. Sawhney’s election to the Board;

●

Ms. Sawhney is not specifically involved in sales, marketing, or other customer acquisition efforts of Infosys and does not have any part of the sales or service delivery organizations reporting to her;

●

The services provided by Infosys for the Company are not consulting services and are supplied by a variety of employees and service providers who are supervised generally in their work by the Company’s employees;

●

Ms. Sawhney’s employment at a supplier of the Company was not a consideration in her election as a director;

●

Ms. Sawhney’s compensation at Infosys is not directly impacted by the purchases by the Company; and

●

the amounts involved in these transactions, particularly in comparison to the fiscal 2021 net revenue of the Company and Infosys, are immaterial.

•the vendor relationship with Infosys had already been in place with the Company for more than two years prior to Ms. Sawhney’s election to the Board;

•Ms. Sawhney is not specifically involved in sales, marketing, or other customer acquisition efforts of Infosys and does not have any part of the sales or service delivery organizations reporting to her;

•The services provided by Infosys for the Company are not consulting services and are supplied by a variety of employees and service providers who are supervised generally in their work by the Company’s employees;

•Ms. Sawhney’s employment at a supplier of the Company was not a consideration in her election as a director;

•Ms. Sawhney’s compensation at Infosys is not directly impacted by the purchases by the Company; and

•the amounts involved in these transactions, particularly in comparison to the fiscal 2023 net revenue of the Company and Infosys, are not material.

In reaching these determinations with regard to Mr. Novich, the following factors were considered, among others:

•Mr. Novich is a member of the Board and not an employee of Grainger and does not have a material interest in the transactions;

•Mr. Novich’s role and compensation with Grainger is not directly impacted by the Company having made these purchases from Grainger; and

34

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•the amounts involved in these transactions, particularly in comparison to the fiscal 2023 net revenue of the Company and Grainger, are not material.

On the basis of these considerations and the materials and the standards described above, the Board determined that each of Gary L. Collar, Helen W. Cornell, Joy M. Greenway, Daniel C. Hillenbrand, F. Joseph Loughrey, Neil S. Novich, Dennis W. Pullin, Jennifer W. Rumsey, Inderpreet Sawhney, and Stuart A. Taylor, II is independent, including for all purposes with respect to their Committee memberships. The Board determined that Kimberly K. Ryan does not meet the director independence standards because of her current service as President and CEO of the Company. Accordingly, Ms. Ryan does not serve on the Audit, Compensation, or NCG Committees of the Board of Directors.

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Committees of the Board of Directors

It is the general policy of the Company that significant decisions be considered by the Board as a whole. As a consequence, the standing committee structure of the Board is limited to those committees considered to be basic to, or required for, the operation of a publicly held company. Currently those committees are the Audit Committee, Compensation Committee, NCG Committee, and Mergers and Acquisitions Committee, each of which has a written charterCharter adopted by the Board of Directors. The NCG Committee recommends the members and chairpersons of those committees to the Board. The Audit Committee, Compensation Committee, and NCG Committee areEach of these Committees is made up only of independent directors. Membership on these committees as of December 30, 2021,January 9, 2024, is shown in the following chart:

Audit	Compensation and Management Development	Mergers and Acquisitions	Nominating/Corporate Governance
Audit			Compensation and Management Development			Mergers and Acquisitions			Nominating/Corporate Governance
Joy M. Greenway Daniel C. Hillenbrand Neil S. Novich ♦ Inderpreet Sawhney ♦  Committee Chairperson			Gary L. Collar ♦ Helen W. Cornell ♦ F. Joseph Loughrey Dennis W. Pullin Jennifer W. Rumsey Stuart A. Taylor, II			Helen W. Cornell Neil S. Novich Inderpreet Sawhney Stuart A. Taylor, II ♦			Gary L. Collar Helen W. Cornell ♦ Joy M. Greenway Daniel C. Hillenbrand F. Joseph Loughrey ♦ Neil S. Novich Dennis W. Pullin Jennifer W. Rumsey Inderpreet Sawhney Stuart A. Taylor, II

The current charterCharter for each of the Board’s standing committees is available on the Company’s web site at www.hillenbrand.com and is available in print to any shareholder who requests it through the Company’s Investor Relations Department.

Audit Committee. The Audit Committee has general oversight responsibilities with respect to the Company’s financial reporting and financial controls, as well asincluding all financial- and cyber-related risks facing the Company, the ethics and compliance function, and information technology and cybersecurity matters.matters, including the extent to which internal and external auditors review IT systems, applications, and security. The Audit Committee annually reviews the Company’s financial reporting process, its system of internal controls regarding accounting, legal, and regulatory compliance that management or the Board has established, the organizational structure of the Company’s ethics and compliance function, information technology and cybersecurity practices, and the internal and external audit processes of the Company. Each current member of the Audit Committee is independent under SEC Rule 10A-3 and New York Stock Exchange listing standards.

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Each member of the Audit Committee meets the financial literacy guidelines established by the Board in the Audit Committee Charter. The Board interprets “financial literacy” to mean the ability to read and understand audited and unaudited consolidated financial statements (including the related notes) and monthly operating statements of the sort released or prepared by the Company, as the case may be, in the normal course of its business. In addition, the Board of Directors has determined that Messrs. Novich and Hillenbrand and Ms. Greenway are each an “audit committee financial expert” as that term is defined in Item 407(d) of SEC Regulation S-K.

Compensation and Management Development Committee. The Compensation Committee assists the Board in ensuring that the officers and key management of the Company are effectively compensated in terms of salaries, incentive compensation, and other benefits that are internally equitable and externally competitive. As described in more detail in the “Compensation Discussion and Analysis” section, the Compensation Committee is guided by its compensation philosophy – that executives should be fairly compensated for creating appropriate long-term returns for shareholders. As noted above, the Compensation Committee also analyzes and determines the risks, if any, created by our compensation policies and practices. In addition, the Compensation Committee is responsible for reviewing and assessing the talent development and succession strategies concerning the non-CEO officers and key employees of the Company. Each current member of the Compensation Committee is independent as defined by New York Stock Exchange listing standards and SEC rules.

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Nominating/Corporate Governance Committee. The Charter for the NCG Committee provides that the primary functions of this Committee are to assist the Board of Directors in (i) ensuring that the Company is operated in accordance with prudent and practical corporate governance standards; (ii) ensuring that the Board consists of an appropriate number of independent directors, sufficient to satisfy the threshold requirements established by the Company’s Corporate Governance Standards, New York Stock Exchange listing standards, and other regulations; and (iii) identifying potential candidates for the Board. Each current member of the NCG Committee is independent as defined by New York Stock Exchange listing standards and SEC rules. The NCG Committee’s functions relating to CEO succession planning and director nominations and compensation are described in more detail below. Many of the NCG Committee’s other responsibilities and activities are described above under the headings “Sustainability and ESG – Board Role,” “Board Composition,” and “Determinations with respect to Independence of Directors.”

CEO Succession Planning. The Board considers CEO succession planning to be at the core of its ability to reach sound decisions that drive shareholder value. Consequently, the NCG Committee, on which all of our independent directors serve, is responsible for ensuring there is an effective succession plan for the Company’s CEO. Our succession plan addresses both a short-term or unexpected loss of our CEO, as well as long-term succession. The recent appointment of Kimberly K. Ryan as Chief Executive Officer in 2021 was the culmination of a multi-year leadership development and succession planning process. The NCG Committee led this process with the help of an independent external management consultant and the Board elected Ms. Ryan as Executive Vice President of Hillenbrand in June 2021. In this role, Ms. Ryan had responsibility for the Company’s businesses, including Mold-Masters, Milacron Injection Molding & Extrusion, Coperion, and Batesville, with their leaders and then other executives reporting directlycontinues to her during her transition to therefine its CEO role, which she assumed on December 30, 2021. Given this recent development, the NCG Committee is updating its long-term succession plan, as well as applicable short-term plans.

planning process.

Director Nominations. The NCG Committee’s policy is to consider director candidates recommended by shareholders. Any such recommendations should be communicated to the Chairperson of the NCG Committee in the manner described below under the heading “How You Can Communicate with Directors” and should be accompanied by the information required under the Company’s By-laws for shareholder nominees.

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The Company’s By-laws provide that nominations of persons for election to the Board of Directors may be made for any meeting of shareholders at which directors are to be elected by or at the direction of the Board or by any shareholder entitled to vote for the election of directors at the meeting.meeting who complies with the required notice procedures. For nominations to be made by a shareholder, the shareholder must have given timely notice thereof in writing“proper written form” to the Secretary of the Company, and any nominee must satisfy the qualifications established by the Board from time to time as contained in the Company’s By-laws and Corporate Governance Standards or posted on the Company’s web site at www.hillenbrand.com, all of which may also be summarized in the proxy statement for the immediately preceding Annual Meeting of shareholders or posted on the Company’s web site at www.hillenbrand.com.

34shareholders.

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To be timely, a shareholder’s notice of nomination must be delivered to or mailed and received by the Secretary at the Company’s principal offices not later thanoffice (i) in the case of the Annual Meeting,an annual meeting, not later than 100 days prior to the anniversary of the date of the immediately preceding Annual Meeting thatannual meeting which was specified in the initial formal notice of such meeting (but(except that, if the date of the forthcoming Annual Meetingannual meeting is more than 30 days after such anniversary date, such written notice will also be timely if received by the Secretary by the later of (a) 100 days prior to the forthcoming meeting date and (b)the close of business 10 days following the date on which the Company first makes public disclosure of the meeting date), and (ii) in the case of a special meeting, by the close of business on the tenth day following the date on which the Company first makes public disclosure of the meeting date ) ; and (ii)date.

To be in “proper written form,” a shareholder’s notice to the case of a special meeting, the close of business on the tenth day following the date on which the Company first makes public disclosure of the meeting date. The notice given by the shareholderSecretary must set forth: (A)forth the certain information, including:

(i)the name, age, principal occupation or employment, and address of the shareholder who intends to make the nomination and of the person or the persons to be nominated; (B) a representation that the shareholder is a holder of record, setting forth the shares so held, and intends to appear in person or by proxy as a holder of record at the meeting to nominate the person or persons specified in the notice; (C) proposed nominee;

(ii)a description of any transaction, agreement, arrangement, or understanding (including without limitation, any derivativeshort position or short positions, profit interests, options, hedging transactions, and borrowedany borrowing or loaned shares)lending of shares of the Company) that has been entered into as of the date of the shareholder’s noticemade by or on behalf of the shareholder orsuch person;

(iii)a description of any of its affiliates or associates, the effect or intent ofderivative positions in which is to mitigate loss to, manage risk or benefit of share price changes for, or increase or decrease the voting power of the shareholder or any of its affiliates or associatessuch person has an interest with respect to common stockCompany securities;

(iv)descriptions of other agreements, such as voting or other related party agreements with the respect to the Company; (D)

(v)a description of all arrangements or understandings betweenwritten representation and agreement by the nominee covering various topics, including independence; and

(vi)as to such shareholder, and each nominee proposed by the shareholder andbeneficial owner, if any, other person or persons (identifyingon whose behalf such person or persons) pursuant to which the nomination or nominations areis to be made, by the shareholders; (E)name and record address or principal place of business of such otherperson.

In addition to the information regarding each nominee proposed by such shareholder as would be required to be included in a proxy statement filedor requested pursuant to the proxyimmediately preceding paragraph or any other provision of its By-laws, the Company may require any nominee or proposed nominee for election to the Board of Directors to furnish any other information (i) that may reasonably be requested by the Company to determine whether such nominee or proposed nominee would be independent under the rules and listing standards of the securities exchanges upon which shares of the Company are listed or traded, any applicable rules of the SEC; (F)SEC or any publicly disclosed standards used by the consentBoard of Directors in writingdetermining and disclosing the independence of eachthe directors; (ii) that

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could be material to a reasonable shareholder’s understanding of the independence, or lack thereof, of such nominee or proposed nominee; or (iii) that may reasonably be requested by the Company to determine the eligibility of such nominee or proposed nominee to serve as a director. Shareholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must also comply with the requirements of SEC Rule 14a-19(b). The foregoing description is qualified in all respects by reference to Section 3.11 of the Company if so elected; (G) a description of the qualifications of such nominee to serve as a director of the Company; and (H) an undertaking by the shareholder to notify the Company in writing of any change in the information called for by clauses (B), (C), and (D) as of the record date for such meeting, by notice received by the Secretary not later than the 10th day following such record date, and thereafter by notice so given and received within two business days of any change in such information, and, in any event, as of the close of business of the day preceding the meeting date.

Company’s By-Laws.

Director Compensation. The NCG Committee also oversees director compensation. The NCG Committee assesses the Company’s director compensation package periodically, but no less frequently than once every three years, to ensure that it reflects competitive market conditions and sound corporate governance practices. In addition, the NCG Committee annually considers and approves non-employee director compensation for that fiscal year, and any changes in director compensation must be approved by the Board. The NCG Committee last engaged a compensation consultant to conduct a director compensation study in 2019,2022, resulting in a recommended increasechanges in director compensation. But as part of the Company’s response to the COVID-19 pandemic, the Board voluntarily waived any changes for 2020, including its scheduled cash compensation increase, until 2021. These changes were then implemented andthat are described under the heading “Compensation of Directors” below.

Mergers and Acquisitions Committee. Given the importance of mergers and acquisitions in the Company’s overall strategy, a designated committee of the Board has been formed to focus solely on this area. The Mergers and Acquisitions Committee (the “M&A Committee”) (a)(i) reviews with management and the Board the role of mergers and acquisitions within the Company’s overall growth strategy, (b)(ii) provides advice and counsel to management regarding the Company’s various strategic alternatives, with a primary focus on the composition and growth of the Company’s portfolio of businesses, and (c)(iii) reviews material mergers, acquisitions, dispositions, or other potential transactions, and provides guidance to management as it prepares to present its conclusions and recommendations to the Board as appropriate. While the M&A Committee reviews significant transactions with management, the authority to approve such transactions rests with the Board as a whole.

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Certain Relationships and Related Person Transactions

The Corporate Governance Standards for the Board require that all transactions between the Company or its subsidiaries and any “related person” (as such term is defined in applicable securities regulation) must be reviewed and pre-approved pursuant to the terms of the Company’s Related Person Transaction Policy. The Related Person Transaction Policy requires approval of such transactions by the NCG Committee, in the case of material or disclosable transactions, or by the Chairperson of thatthe NCG Committee, in the case of immaterial and non-disclosable transactions. The Related Person Transaction Policy requires that the NCG Committee or its Chairperson, as applicable, consider all relevant facts and circumstances of the transaction, including the commercial reasonableness of the terms, the benefit and perceived benefit to the Company, the availability of alternative transactions, the materiality and character of the related person’s interest, and the actual or apparent conflict of interest of the related person. If the related person is an independent director (or an immediate family member of an independent director), then the impact on the director’s independence must also be considered.

The NCG Committee reviews potential related person transactions in connection with independence determinations for individual directors.each director. In fiscal 2021,2023, the NCG Committee identified no transactions in which any related person had a material interest that would require disclosure.

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How You Can Communicate with Directors

Shareholders of the Company and other interested persons may communicate with the Chairperson of the Board, the chairpersons of the Board’s committees, or the non-management directors of the Company as a group, by sending an email to our Investor Relations Department at investors@hillenbrand.com. The email should specify which of the foregoing is the intended recipient so that it can be forwarded accordingly.

Attendance at Meetings

The upcoming Annual Meeting will be the fourteenth Annual Meeting of the Company’s shareholders.

Directors are expected to attend each Annual Meeting.Meeting of shareholders. The Chairperson of the Board generally presides at theeach Annual MeetingsMeeting of shareholders, and the Board holds one of its regular meetings in conjunction with each Annual Meeting. All of the then-serving directors attended the Company’s 20212023 Annual Meeting.

The Board held a total of eight meetings during the fiscal year ended September 30, 2021.2023. During the same fiscal year, the Compensation Committee held eightnine meetings, the NCG Committee held fourfive meetings, the Audit Committee met seven times, and the M&A Committee met fiveten times. Each director attended at least 75 percent of the aggregate number of meetings of the full Board of Directors and the number of meetings of the committees on which he or she served during his or her tenure in fiscal year 2021.

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Compensation Committee Interlocks and Insider Participation

The Compensation Committee had no interlocks or insider participation during fiscal 2021.2023. Specifically, during fiscal 2021,2023, directors Collar, Cornell, Loughrey, Pullin, Rumsey, and Taylor served on the Compensation Committee of the Company, and none of them:

●

Is or has at any time been an officer or employee of the Company or any of its subsidiaries; or

●

Has or has had at any time any direct or indirect material interest in an existing or proposed transaction involving more than $120,000 in which the Company is, was, or was proposed to be a participant, or that is otherwise required to be disclosed by us under the proxy disclosure rules.

•Is or has at any time been an officer or employee of the Company or any of its subsidiaries; or

•Has or has had at any time any direct or indirect material interest in an existing or proposed transaction involving more than $120,000 in which the Company is, was, or was proposed to be a participant, or that is otherwise required to be disclosed by us under the proxy disclosure rules.

Also in that regard, during fiscal 2021,2023, none of our executive officers served as a member of the board of directors or on the compensation committee of any other company that had an executive officer who served on our Board of Directors or our Compensation Committee.

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SECURITY OWNERSHIP OF DIRECTORS AND MANAGEMENT

In furtherance of our stated goal of creating shareholder value over the long term, we believe it is important for our directors and executive officers to own stock in the Company. In that regard, each non-employee director is required, within five years after becoming a director, to own and maintain ownership of a minimum number of shares of our common stock equal in value to five times his or her annual cash compensation. In addition, non-employee directors are required to hold any vested shares of stock awarded as part of their annual equity compensation until after the director ceases to serve on the Board,⁶7 a change in control of the Company, or the director’s death or permanent and total disability. Similar ownership requirements for our Named Executive Officers and other executive officers are further described in the “Compensation Discussion and Analysis” section of this proxy statement. In all cases, such ownership may, for purposes of the holding requirements, include shares of restricted stock and time-based restricted stock units but notneither shares that underlie unexercised stock options, nor beginning in 2021, performance-based restricted stock units.

The table below shows shares beneficially owned by allour directors and executive officers as of December 13, 2021.

15, 2023.

Security Ownership of Directors:

Name			Shares (1) Beneficially Owned As Of December 15, 2023						Percent Of Total Shares Outstanding
Helen W. Cornell – Chairperson			59,247			(2)			*
Gary L. Collar			27,348			(3)			*
Joy M. Greenway			36,012			(4)			*
Daniel C. Hillenbrand			266,918			(5)			*
Neil S. Novich			56,894			(6)			*
Dennis W. Pullin			6,588			(7)			*
Jennifer W. Rumsey			8,971			(8)			*
Kimberly K. Ryan			279,853			(9)			*
Inderpreet Sawhney			6,276			(10)			*
Stuart A. Taylor, II			75,507			(11)			*

Name		Shares (1) Beneficially Owned As Of December 13, 2021		Percent Of Total Shares Outstanding
F. Joseph Loughrey – Chairperson		103,256 (2)		*
Gary L. Collar		21,073 (3)		*
Helen W. Cornell		39,283 (4)		*
Joy M. Greenway		29,418 (5)		*
Daniel C. Hillenbrand		258,608 (6)		*
Neil S. Novich		49,540 (7)		*
Dennis W. Pullin		1,096 (8)		*
Joe A. Raver		641,785 (9)		*
Jennifer W. Rumsey		3,389 (10)		*
Inderpreet Sawhney		795 (11)		*
Stuart A. Taylor, II		67,510 (12)		*

⁶ 7For awards granted prior to May 2014, directors must hold the underlying shares of common stock of the Company through the end of six months after they cease serving as a director; for awards granted in May 2014 or later, directors must hold the underlying shares of common stock of the Company through one day after the director ceases serving.

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Security Ownership of Named Executive Officers:

Name		Shares (1) Beneficially Owned As Of December 13, 2021		Percent Of Total Shares Outstanding
Kristina A. Cerniglia		215,958 (13)		*
Kimberly K. Ryan		262,682 (14)		*
Christopher H. Trainor		145,223 (15)		*
J. Michael Whitted		161,013 (16)		*
All directors and executive officers of the Company as a group, consisting of 24 persons		2,229,527 (17)		3.08%

Name			Shares (1) Beneficially Owned As Of December 15, 2023						Percent Of Total Shares Outstanding
Robert M. VanHimbergen			23,240			(12)			*
Ulrich Bartel			41,919			(13)			*
Nicholas R. Farrell			103,562			(14)			*
J. Michael Whitted			210,462			(15)			*
All directors and executive officers of the Company as a group, consisting of 20 persons			1,243,287			(16)			1.8%

*Ownership is less than one percent of the total shares outstanding.

(1)The Company’s only class of equity securities outstanding is common stock without par value. Except as otherwise indicated in these footnotes, the persons named have sole voting and investment power with respect to all shares shown as beneficially owned by them. None of the shares beneficially owned by directors or executive officers is pledged as security. Information regarding shares beneficially owned by Ms. Ryan, our President and CEO, is included in the “Security Ownership of Directors” table above.

(2)Includes 13,191 shares held by trusts of which Ms. Cornell is trustee, and 46,056 restricted stock units held on the books and records of the Company.

(3)Includes 27,348 restricted stock units held on the books and records of the Company.

(4)Includes 36,012 restricted stock units held on the books and records of the Company.

(5)Includes (i) 3,448 shares directly owned by Mr. Hillenbrand; (ii) 16,363 restricted stock units held on the books and records of the Company; and (iii) 247,107 shares indirectly beneficially owned by Mr. Hillenbrand, consisting of (a) 135,863 shares owned by Clear Water Capital Partners, LP, (b) 8,631 shares owned by John and Joan GC TR FBO (John, Rose and Olivia), with respect to which Mr. Hillenbrand is a co-trustee, (c) 5,754 shares owned by John and Joan GC TR FBO (Eleanor and Sarah), with respect to which Mr. Hillenbrand is a co-trustee, with respect to which Mr. Hillenbrand disclaims beneficial ownership, (d) 48,611 shares owned by Hillenbrand II TR FBO (John, Rose and Olivia), with respect to which Mr. Hillenbrand is a co-trustee, (e) 28,248 shares owned by John and Joan CRT IMA, with respect to which Mr. Hillenbrand is a co-trustee, and (f) 20,000 shares owned by Anne Hillenbrand Singleton Trust, with respect to which Mr. Hillenbrand disclaims beneficial ownership.

(6)Includes 53,545 restricted stock units held on the books and records of the Company and 3,349 shares acquired with deferred director fees and held on the books and records of the Company under the Board’s deferred compensation plan.

(7)Includes 6,588 restricted stock units held on the books and records of the Company.

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*

Ownership is less than one percent of the total shares outstanding.

(1)

The Company’s only class of equity securities outstanding is common stock without par value. Except as otherwise indicated in these footnotes, the persons named have sole voting and investment power with respect to all shares shown as beneficially owned by them. None of the shares beneficially owned by directors or executive officers is pledged as security. Information regarding shares beneficially owned by Mr. Raver, our President and CEO at the end of the 2021 fiscal year, is included in the “Security Ownership of Directors” table above.

(2)

Includes 30,000 shares directly owned by Mr. Loughrey and 73,256 restricted stock units held on the books and records of the Company.

(3)

Includes 21,073 restricted stock units held on the books and records of the Company.

(4)

Includes 1,500 shares held by a trust of which Ms. Cornell is trustee, and 37,783 restricted stock units held on the books and records of the Company.

(5)

Includes 29,418 restricted stock units held on the books and records of the Company.

(6)

Includes (i) 1,000 shares directly owned by Mr. Hillenbrand; (ii) 10,501 restricted stock units held on the books and records of the Company; and (iii) 247,107 shares indirectly beneficially owned by Mr. Hillenbrand, consisting of (a) 135,863 shares owned by Clear Water Capital Partners, LP, (b) 8,631 shares owned by John and Joan GC TR FBO (John, Rose and Olivia), with respect to which Mr. Hillenbrand is a co-trustee, (c) 5,754 shares owned by John and Joan GC TR FBO (Eleanor and Sarah), with respect to which Mr. Hillenbrand is a co-trustee, with respect to which Mr. Hillenbrand disclaims beneficial ownership, (d) 48,611 shares owned by Hillenbrand II TR FBO (John, Rose and Olivia), with respect to which Mr. Hillenbrand is a co-trustee, (e) 28,248 shares owned by John and Joan CRT IMA, with respect to which Mr. Hillenbrand is a co-trustee, and (f) 20,000 shares owned by Anne Hillenbrand Singleton Trust, with respect to which Mr. Hillenbrand disclaims beneficial ownership.

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(8)Includes 8,971 restricted stock units held on the books and records of the Company.

(9)Includes 128,003 shares directly owned by Ms. Ryan, as well as (a) 136,220 shares that may be purchased pursuant to stock options that are exercisable within 60 days of December 15, 2023, and (b) 15,630 restricted stock units that could vest within 60 days of December 15, 2023. Does not include 51,709 restricted stock units that vest in future years pursuant to terms described under the table “Grants of Plan-Based Awards for Fiscal Year Ended September 30, 2023” in Part III under “Executive Compensation.”

(10)Includes 6,276 restricted stock units held on the books and records of the Company.

(11)Includes 63,274 restricted stock units held on the books and records of the Company and 12,233 shares acquired with deferred director fees and held on the books and records of the Company under the Board’s deferred compensation plan.

(12)Includes 23,240 shares directly owned by Mr. VanHimbergen. Does not include 63,908 restricted stock units that vest in future years pursuant to terms described under the table “Grants of Plan-Based Awards for Fiscal Year Ended September 30, 2023” in Part III under “Executive Compensation.”

(13)Includes 18,933 shares directly owned by Mr. Bartel, as well as 20,086 shares that may be purchased pursuant to stock options that are exercisable within 60 day of December 15, 2023, and (b) 2,900 restricted stock units that could vest within 60 days of December 15, 2023. Does not include 9,965 restricted stock units that vest in future years pursuant to terms described under the table “Grants of Plan-Based Awards for Fiscal Year Ended September 30, 2023” in Part III under “Executive Compensation.”

(14)Includes 41,951 shares directly owned by Mr. Farrell, as well as 61,611 shares that may be purchased pursuant to stock options that are exercisable within 60 days of December 15, 2023. Does not include 40,981 restricted stock units that vest in future years pursuant to terms described under the table “Grants of Plan-Based Awards for Fiscal Year Ended September 30, 2023” in Part III under “Executive Compensation.”

(15)Includes 48,522 shares directly owned by Mr. Whitted, as well as 161,940 shares that may be purchased pursuant to stock options that are exercisable within 60 days of December 15, 2023. Does not include 29,446 restricted stock units that vest in future years pursuant to terms described under the table “Grants of Plan-Based Awards for Fiscal Year Ended September 30, 2023” in Part III under “Executive Compensation.”

(16)Includes 289,255 shares directly owned by the applicable director or executive officer, 395,189 shares that may be purchased pursuant to stock options that are exercisable within 60 days of December 15, 2023, 282,963 restricted stock units held on the books and records of the Company (including any restricted stock units that could vest within 60 days of December 15, 2023), 98,681 shares held by trusts, 135,863 shares owned by limited partnerships, 25,754 shares with respect to which the director disclaims beneficial ownership, and 15,582 shares acquired with deferred director fees and held on the books and records of the Company under the Board’s deferred compensation plan. Does not include 245,222 restricted stock units awarded to executive officers that vest in future years pursuant to their terms including, if

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(7)

Includes 46,291 restricted stock units held on the books and records of the Company and 3,249 shares acquired with deferred director fees and held on the books and records of the Company under the Board’s deferred compensation plan.

(8)

Includes 1,096 restricted stock units held on the books and records of the Company.

(9)

Includes 212,606 shares directly owned by Mr. Raver, as well as 420,716 shares that may be purchased pursuant to stock options that are exercisable within 60 days of December 13, 2021, considering his retirement on December 30, 2021, and 8,463 restricted stock units that vest upon his retirement on December 30, 2021. Does not include 15,176 restricted stock units that would otherwise vest in future years pursuant to terms described under the table “Grants of Plan-Based Awards for Fiscal Year Ended September 30, 2021” in Part III under “Executive Compensation.”

(10)

Includes 3,389 restricted stock units held on the books and records of the Company.

(11)

Includes 795 restricted stock units held on the books and records of the Company.

(12)

Includes 55,652 restricted stock units held on the books and records of the Company and 11,858 shares acquired with deferred director fees and held on the books and records of the Company under the Board’s deferred compensation plan.

(13)

Includes 62,105 shares directly owned by Ms. Cerniglia, as well as (a) 150,848 shares that may be purchased pursuant to stock options that are exercisable within, and (b) 3,005 restricted stock units that could vest within, 60 days of December 13, 2021. Does not include 45,275 restricted stock units that vest in future years pursuant to terms described under the table “Grants of Plan-Based Awards for Fiscal Year Ended September 30, 2021” in Part III under “Executive Compensation.”

(14)

Includes 82,193 shares directly owned by Ms. Ryan, as well as (a) 176,850 shares that may be purchased pursuant to stock options that are exercisable within, and (b) 3,639 restricted stock units that could vest within, 60 days of December 13, 2021. Does not include 23,630 restricted stock units that vest in future years pursuant to terms described under the table “Grants of Plan-Based Awards for Fiscal Year Ended September 30, 2021” in Part III under “Executive Compensation.”

(15)

Includes 46,237 shares directly owned by Mr. Trainor, as well as 98,986 shares that may be purchased pursuant to stock options that are exercisable within 60 days of December 13, 2021. Does not include 70,498 restricted stock units that vest in future years pursuant to terms described under the table “Grants of Plan-Based Awards for Fiscal Year Ended September 30, 2021” in Part III under “Executive Compensation.”

(16)

Includes 10,802 shares directly owned by Mr. Whitted, as well as 150,211 shares that may be purchased pursuant to stock options that are exercisable within 60 days of December 13, 2021. Does not include 60,303 restricted stock units that vest in future years pursuant to terms described under the table “Grants of Plan-Based Awards for Fiscal Year Ended September 30, 2021” in Part III under “Executive Compensation.”

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applicable, as described under the table “Grants of Plan-Based Awards for Fiscal Year Ended September 30, 2023” in Part III under “Executive Compensation.”

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(17)

Includes 505,069 shares directly owned by the applicable director or executive officer, 1,147,542 shares that may be purchased pursuant to stock options that are exercisable within 60 days of December 13, 2021, 313,292 restricted stock units held on the books and records of the Company (including any restricted stock units that could vest within 60 days of December 13, 2021), 86,990 shares held by trusts, 135,863 shares owned by limited partnerships, 25,754 shares with respect to which the director disclaims beneficial ownership, and 15,107 shares acquired with deferred director fees and held on the books and records of the Company under the Board’s deferred compensation plan. Does not include 278,763 restricted stock units awarded to executive officers that vest in future years pursuant to their terms including, if applicable, as described under the table “Grants of Plan-Based Awards for Fiscal Year Ended September 30, 2021” in Part III under “Executive Compensation.”

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